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, 2005





(  )

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





BRONX VENTURES INC.





(Incorporated in the Province of British Columbia, Canada)



Suite 100, 1255 West Pender Street

Vancouver, British Columbia, Canada V6E 2V1



Securities registered or to be registered pursuant to

Section 12(b) of the Act.



Title of each class

Name of each exchange 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, 2005, the authorized capital of the registrant consisted of an unlimited number of common and preferred shares without par value of which 378,211 common shares and no preferred shares have been issued.



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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Bronx Ventures Inc.





FORM 20-F ANNUAL REPORT 2005



TABLE OF CONTENTS





Item 1.

Identity of Directors, Senior Management and Advisers (Not Applicable)

3



Item 2.

Offer Statistics and Expected Timetable (Not Applicable)

3



Item 3.

Key Information

3



Item 4.

Information on the Company

9



Item 5.

Operating and Financial Review and Prospects

16



Item 6.

Directors, Senior Management and Employees

29



Item 7.

Major Shareholders and Related Party Transactions

32



Item 8.

Financial Information

38



Item 9.

The Offer and Listing

38



Item 10.  Additional Information

40



Item 11.  Quantitative and Qualitative Disclosures about Market Risk

49



Item 12.  Description of Securities Other than Equity Securities (Not Applicable)

49



Item 13.  Defaults, Dividend Arrearages and Delinquencies

49



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

49



Item 15.  Controls and Procedures

49



Item 16.  Audit Committee, Code of Ethics, Accountant Fees

50



Item 17.  Financial Statements

51



Item 18.  Financial Statements

51



Item 19.  Exhibits

51



Certification pursuant to the Sarbanes-Oxley Act (2002) Section 302



Exhibit 31.1

Certification pursuant to the Sarbanes-Oxley Act (2002) Section 906....

Exhibit 32.1













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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 audited financial statements of BRONX VENTURES INC. (Hereinafter referred to as the Company or the Registrant or Bronx) which have been prepared in accordance with accounting principles generally accepted in Canada.  The information should be read in conjunction with the Registrant's 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 January 17, 2005, the Company's share capital was consolidated on the basis of thirty-five-old-for-one-new common share and its authorized share capital was subsequently increased to an unlimited number of common and preferred shares without par value. All common shares and per share amounts have been re-stated to give retroactive effect to the 35:1 share consolidation.

TABLE I

|                                           |   |                              |                               |                              |                              |                             
|------------------------------------------ | - | ---------------------------- | ----------------------------- | ---------------------------- | ---------------------------- | ----------------------------
|                                           |   | Year Ended December 31, 2005 | Year Ended December 31, 2004* | Year Ended December 31, 2003 | Year Ended December 31, 2002 | Year Ended December 31, 2001
|Operating Revenue                          | $ | 484,804                      | 292,372                       | 100,951                      | -                            | -                           
|Interest Income                            | $ | 1,225                        | 1,002                         | 1,425                        | 356                          | 420                         
|Net Income (loss)                          | $ | 180,718                      | (256,158)                     | (104,297)                    | (449,397)                    | (291,116)                   
|Basic net earnings/(loss) per common share | $ | **0.53                       | **(0.79)                      | **(0.43)                     | **(2.16)                     | **(14.61)                   
|Total Assets                               | $ | 852,492                      | 1,237,673                     | 778,312                      | 52,953                       | 55,422                      
|Capital Stock                              | $ | 22,680,846                   | 22,662,838                    | 22,459,414                   | 21,501,417                   | 21,179,417                  
|Number of common shares at year end        |   | 378,211                      | 340,711                       | 282,916                      | 208,202                      | 19,916                      
|Long term-obligations                      | $ | -                            | -                             | -                            | -                            | -                           
|Cash dividends                             | $ | -                            | -                             | -                            | -                            | -                           

*  The financial statements for the year ended December 31, 2004 have been restated to reflect proceeds and gain from securities sold and not recorded as being sold in 2004.  (see below)

**Gain (loss) per common share in the above table is based on the number of shares outstanding at year end, and not on the weighted average number of shares outstanding for the periods (Canadian GAAP) as shown in the Audited Statements of Operations and Deficit for the years ended December 31, 2005, 2004 & 2003.



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* The financial statements for the year ended December 31, 2004 have been restated to reflect proceeds and gain from securities sold and not recorded as being sold in 2004.  The Company has restated the 2004 financial statements as follows:



|                                                            |   |           
|----------------------------------------------------------- | - | ----------
|                                                            |   |           
|Proceeds on Sale of Securities,net                          |   |           
|As previously reported (before reclassification $1,591,501) | $ | 1,540,517 
|As restated                                                 | $ | 1,809,475 
|                                                            |   |           
|Gain (Loss) on Sale of Securities,net                       |   |           
|As previously reported (before reclassification $7,067)     | $ | (43,917)  
|As restated                                                 | $ | 69,386    
|                                                            |   |           
|Net Loss                                                    |   |           
|As previously reported                                      | $ | 369,461   
|As restated                                                 | $ | 256,158   
|                                                            |   |           
|Deficit                                                     |   |           
|As previously reported                                      | $ | 22,369,580
|As restated                                                 | $ | 22,256,277
|                                                            |   |           
|Cash and Term Deposits                                      |   |           
|As previously reported                                      | $ | 18,530    
|As restated                                                 | $ | 287,488   
|                                                            |   |           
|Marketable Securities                                       |   |           
|As previously reported                                      | $ | 222,611   
|As restated                                                 | $ | 66,956    



All common shares and per share amounts included in this Annual Report on Form 20-F (2005) and in the Companys Audited Financial Statements for the years ended December 31, 2005, 2004 and 2003 have been restated to give retroactive effect to the 35:1 share consolidation described in Results of Operations on page 3 of this document and in note 1 to the Audited Financial Statements for the years ended December 31, 2005 and 2004.



Had the financial statements of Bronx 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 as per Table II.



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TABLE II

|                                       |   |                              |                              |                              |                              |                             
|-------------------------------------- | - | ---------------------------- | ---------------------------- | ---------------------------- | ---------------------------- | ----------------------------
|                                       |   | Year Ended December 31, 2005 | Year Ended December 31, 2004 | Year Ended December 31, 2003 | Year Ended December 31, 2002 | Year Ended December 31, 2001
|Net earnings/(loss)                    | $ | 96,873                       | (563,411)                    | 282,125                      | 449,397                      | 291,116                     
|Basic earnings/(loss) per common share | $ | 0.26                         | (1.65)                       | 1.00                         | 2.16                         | 14.61                       
|Number of Common shares at year end    |   | 378,211                      | 340,711                      | 282,916                      | 208,202                      | 19,916                      
|Total Assets                           | $ | 840,686                      | 1,252,720                    | 1,100,612                    | 52,953                       | 55,422                      

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 14 to the financial statements included in Item 17 of this Annual Report.



Exchange Rates

|              |                      |                   
|------------- | -------------------- | ------------------
|              | Monthly High ($) (1) | Monthly Low ($)(1)
|December 2005 | 0.8682               | 0.8524            
|January 2006  | 0.8780               | 0.8543            
|February 2006 | 0.8798               | 0.8633            
|March 2006    | 0.8839               | 0.8533            
|April 2006    | 0.8983               | 0.8531            
|May 2006      | 0.9095               | 0.8917            

(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, 2005 | For Year Ended December 31, 2004 | For Year Ended December 31, 2003 | For Year Ended December 31, 2002 | For Year Ended December 31, 2001
|Average rate ($)(2) | 0.8254                           | 0.7684                           | 0.7138                           | 0.6369                           | 0.6458                          
|High ($)(3)         | 0.7876                           | 0.7165                           | 0.6381                           | 0.6202                           | 0.6237                          
|Low ($)(3)          | 0.8682                           | 0.8504                           | 0.7726                           | 0.6613                           | 0.6696                          

(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 Exchange rates tables above are stated in U.S. currency.  Accordingly, at the closing on December 31, 2005,the U.S. $1.00 was equalto Cdn $1.1630.  At the closing on May 31, 2006, the U.S. $1.00 was equal to Cdn $1.1015.





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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: Bronx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 interests in online gaming firms.  The marketplace for on-line gaming is constantly undergoing changes, is intensely competitive and is subject to changes in customer preferences.



- 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 marketable securities of Las Vegas From Home.com Entertainment Inc.



- Changes in Policies:Changes in policies of companies or financial institutions that handle credit card transactions for on-line gaming could have an adverse impact on the Companys investment in the marketable securities of Las Vegas From Home.com Entertainment Inc.



- 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.



- 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 used to generate some revenues and does not anticipate generating any revenues in the future due to the sale of the Companys investment in the three card games Software.  Consequently, if the Company requires additional funds for exploration and development of its mineral properties or for operating capital purposes, or for acquiring interests in other mineral properties, the Company will have to seek equity or debt financing which may or may not be available.  Furthermore, the Company has not paid any 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.



-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



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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 10.6  Incorporated by reference) 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.  Consequently, as at December 31, 2004, the Company wrote off this investment in its entirety since recovery of the investment became doubtful.



From time to time the Company has acquired, for investment purposes, securities (the Las Vegas Securities) in the capital of Las Vegas from Home.com Entertainment Inc. (Las Vegas), a related company.  The Company may in the future, either increase or decrease its investment in the Las Vegas Securities.  The Company is exposed to significant market risk with respect to the Las Vegas Securities and there are no assurances whatsoever that the Company will recover its investment in the Las Vegas Securities.



On November 4, 2002, the Company entered into a Licensing Agreement with Las Vegas, a related company, for the joint development of certain gaming software consisting of three card games (the three card games Software). Pursuant to this Licensing Agreement, (Exhibit 10.2 - Incorporated by reference) the Company has paid a one time only license fee of $200,000 to Las Vegas as the Companys sole contribution for the development costs of the three card games Software, as a result of which, the three card games Software is equally owned by Las Vegas and the Company.  Las Vegas is the operator of the three card games Software and markets the three card games.  Las Vegas receives 60% of all revenues that are generated from the operation of the three card games Software and the Company receives 40%.  As at December 31, 2005, the Companys share of revenues from the three card games software was $484,804 (2004: $292,372)(2003: $100,951) and, for the three month period ended March 31, 2006, the Companys share of revenues was $146,304 (2005:$102,360) (2004: $37,608).  Subsequent to the year ended December 31, 2005, the Company sold its interest in the three card games Software to Las Vegas by entering into a Purchase & Novation Agreement (See Exhibit 10.10* Attached).  Consequently, the three card games Software no longer generates any revenues for the Company.



On March 26, 2004, the Company entered into an Option Agreement(Exhibit 10.5 Incorporated by reference) 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, the Company is required to make staged cash payments to the Optionor totaling $150,000 and must incur exploration expenditures on the Extra High Property totaling $500,000 over a period of 3 years.  Upon acquiring the 100% undivided interest, Bronx may purchase 50% of the Net Smelter Returns Royalty (i.e., 0.75%) by



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making a cash payment of $500,000 to the Optionor.   As of December 31, 2005, the Company has invested a total sum of $291,339 in the Extra High Property.  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 the Company might lose all its investment in the Extra High Property and might have to write-off, in its entirety, the Company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 BRONX VENTURES INC.



The Company was incorporated by memorandum under the Company Act of the Province of British Columbia, Canada on August 24, 1984 (Exhibit 3.1  Incorporated by reference) 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, the name of the Company was changed from Golden Nugget Exploration Inc. to Lucky 1 Enterprises Inc.  On January 17, 2005, the name of the Company was changed from Lucky 1 Enterprises Inc. to Bronx Ventures Inc. and the Company adopted new Articles (Exhibit 3.2 - Incorporated by reference).

Effective at the opening of business on January 24, 2005, the common shares of Lucky 1 Enterprises Inc. were de-listed from trading on the OTC Bulletin Board in the USA and the common shares of Bronx Ventures Inc. commenced trading on the OTC Bulletin Board under the trading symbol BRXVF.



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.



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. On January 17, 2005, the Companys share capital was consolidated on the basis of thirty-five-old-for-one-new common share and its authorized share capital was increased to an unlimited number of common and preferred 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)



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operated the San Bartolome mine in Ecuador.



Bronx is a junior mineral exploration company with interests in the Extra High Property, the Blunt Mountain Property and the Whiteman Property located in the Province of British Columbia and, Lithium Mineral Properties located in the Province of Ontario. The Company has made investments in marketable securities of a publicly listed related company and an investment in the Inter-Café Project.  Currently, the principal business of Bronx 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 or through the sale of its investments in marketable securities.



The Company's head office is located at:  Suite 100  1255 West Pender Street, Vancouver, British Columbia, Canada V6E 2V1.  The telephone number is (604) 681-1519 and the telefax number is (604) 681-9428.  The contact person is Bedo H. Kalpakian.



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



Bronx Ventures Inc. (Bronx or the Company) is a junior mineral exploration company with interests in the Extra High Mineral Property, the Blunt Mountain Property and the Whiteman Property, all of which are located in the Province of British Columbia and, Lithium Mineral Properties which are located in the Province of Ontario. The Company has made investments in the securities of public companies.  Currently, the principal business of Bronx is in mineral exploration.

Bronx is a reporting issuer in the Provinces of British Columbia, Alberta and Quebec and files all public documents, including an AIF in its alternate form, on www.Sedar.com . The Company is a foreign private issuer in the United States of America and in this respect files, on EDGAR, its Annual Report on Form 20-F and other reports on Form 6K.  The following link, http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=825171 will give you direct access to the Companys filings.



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



Item 4. C.  Organizational Structure



Not Applicable.



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Item 4.D.  Property, Plants and Equipment



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



On March 26, 2004, Bronx entered into an Option Agreement (Exhibit 10.5  Incorporated by reference) 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, Bronx is required to make staged cash payments to the Optionor totaling $150,000 and, must incur exploration expenditures on the Extra High Property totaling $500,000 over a period of 3 years.  Upon acquiring the 100% undivided interest, Bronx may purchase 50% of the Net Smelter Returns Royalty (i.e., 0.75%) by making a cash payment of $500,000 to the Optionor.



As of March 31, 2006, the Companys investment in the Extra High Property totals $323,246 which consists of $45,000 in cash payments made to the Optionor, $9,647 in respect to cash payments for staking, assessment and miscellaneous costs and, $268,599 of exploration expenditures incurred since acquisition.  Subsequent to March 31, 2006, the Company made a third cash payment of $45,000 to the Optionor, pursuant to the Option Agreement in respect to the Extra High Mineral Property.



Pursuant to the Option Agreement, any claims staked within 1 (one) kilometre from the outermost boundary of the optioned 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 additional claims surrounding the optioned mineral claims and during 2005 the Company staked additional claims also surrounding the optioned mineral claims which are all now subject to the Property Option Agreement as mentioned above.



In the spring of 2004, Bronx commissioned an independent review of the Extra High Mineral 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 Mineral Property, Kamloops Mining Division, British Columbia.  The report recommends exploration work programs be carried out on the Extra High Mineral Property in order to evaluate the mineral potential of the Extra High Mineral Property.  This report has been filed on www.Sedar.com by the Company.

Commencing in May, 2005 and up to December, 2005, the Company conducted its exploration program on the Companys Extra High Property.  The exploration program consisted of soil sampling, geological mapping, trenching and diamond drilling.  A total of 1,874.3 metres of NQ diamond drilling and 455 lineal metres of trenching were completed while 194 soil samples were collected over 4 areas on the Extra High Mineral Property.  The exploration work program was conducted by, and was under the direct supervision of, J.W. Murton, P. Eng, a qualified person as defined by National Instrument 43-101.  Mr. J.W. Murton is a director of Bronx.  Mr. J. W. Murton has recommended a two phase exploration program on the Extra High Mineral Property due to the positive results obtained from the 2005 exploration program.  Mr. J. W. Murton has prepared for Bronx a Technical Report (NI 43-101) on the Extra High Property (2005 Exploration Program) dated February 28, 2006 which has been filed by the Company on www.Sedar.com , and on the Companys Corporate Website, www.bronxventures.com .  For further particulars about the Extra High Mineral Property and the 2005 Exploration Program, please visit either www.sedar.com or www.bronxventures.com .



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 Bronx might lose all its investment in the Extra High Property and might have to write-off, in its entirety, Bronxs investment in the Extra High Property.





11



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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.



Legal Description of Property.



The British Columbia Governments Mineral Titles Branch has recently introduced and is currently conducting a Mineral Titles Conversion Program whereby Mineral Property owners are being encouraged to convert their old tenure claims to new tenures. As a result, Bronx has converted all of its old Extra High mineral property tenures to the following new Extra High mineral property tenures and which are more particularly described as follows:-



|              |                             |                 |          |            
|------------- | --------------------------- | --------------- | -------- | -----------
|TENURE
NUMBER | Property Size
(in hectares) | CONVERSION DATE | BC MAP # | EXPIRY DATE
|509949        | 60.829                      | 2005/MAR/31     | 082M     | 2016/APR/02
|509956        | 182.52                      | 2005/MAR/31     | 082M     | 2016/APR/02
|509961        | 121.664                     | 2005/MAR/31     | 082M     | 2016/APR/02
|509963        | 40.569                      | 2005/MAR/31     | 082M     | 2016/APR/02
|509969        | 344.834                     | 2005/MAR/31     | 082M     | 2016/APR/02
|510213        | 20.289                      | 2005/APR/05     | 082M     | 2016/APR/02
|510214        | 40.557                      | 2005/APR/05     | 082M     | 2016/APR/02
|510215        | 81.124                      | 2005/APR/05     | 082M     | 2016/APR/02
|510306        | 60.857                      | 2005/APR/05     | 082M     | 2016/APR/02
|              |                             |                 |          |            
|              |                             | DATE STAKED     |          |            
|509952        | 60.824                      | 2005/MAR/31     | 082M     | 2016/MAR/31
|520184        | 20.275                      | 2005/SEP/20     | 082M     | 2016/SEP/20
|520186        | 40.544                      | 2005/SEP/20     | 082M     | 2016/SEP/20
|              |                             |                 |          |            



II.

Blunt Mountain Property, Kamloops Mining Division, British Columbia, Canada



The Blunt Mountain Property consists of 22 Mineral Tenures totaling 9,934.522 hectares located in the Omineca Mining Division, 25 km east southeast from Hazelton British Columbia. The size of the block is approximately 10 x 9.9 km equaling approximately 99 square km. Elevations range from 1600m to 2100m. The center of the property is 6117000N, 613000E.



The Blunt Mountain Property was acquired on April 18 and May 2, 2006 and the claims are valid for 1 year from their respective dates of acquisition.



The Blunt Mountain property is located over previously identified copper  molybdenum occurrences in a granitic stock.  The occurrences are documented in government reports from the late 1970s and early 1980s.



12



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The Blunt Mountain Property is more particularly described as follows:



|              |                             |              |             |            |            
|------------- | --------------------------- | ------------ | ----------- | ---------- | -----------
|TENURE
NUMBER | Property Size
(in hectares) | OWNER        | DATE STAKED | B.C. MAP # | EXPIRY DATE
|              |                             |              |             |            |            
|532406        | 462.079                     | BRONX (100%) | 2006/APR/18 | 093M       | 2007/APR/18
|532409        | 462.079                     | BRONX (100%) | 2006/APR/18 | 093M       | 2007/APR/18
|532414        | 462.068                     | BRONX (100%) | 2006/APR/18 | 093M       | 2007/APR/18
|532416        | 462.041                     | BRONX (100%) | 2006/APR/18 | 093M       | 2007/APR/18
|532420        | 461.789                     | BRONX (100%) | 2006/APR/18 | 093M       | 2007/APR/18
|532422        | 461.797                     | BRONX (100%) | 2006/APR/18 | 093M       | 2007/APR/18
|532424        | 461.805                     | BRONX (100%) | 2006/APR/18 | 093M       | 2007/APR/18
|532426        | 461.806                     | BRONX (100%) | 2006/APR/18 | 093M       | 2007/APR/18
|532428        | 461.557                     | BRONX (100%) | 2006/APR/18 | 093M       | 2007/APR/18
|532430        | 461.555                     | BRONX (100%) | 2006/APR/18 | 093M       | 2007/APR/18
|532432        | 461.543                     | BRONX (100%) | 2006/APR/18 | 093M       | 2007/APR/18
|532433        | 461.516                     | BRONX (100%) | 2006/APR/18 | 093M       | 2007/APR/18
|532435        | 461.243                     | BRONX (100%) | 2006/APR/18 | 093M       | 2007/APR/18
|532436        | 461.295                     | BRONX (100%) | 2006/APR/18 | 093M       | 2007/APR/18
|532439        | 461.314                     | BRONX (100%) | 2006/APR/18 | 093M       | 2007/APR/18
|532441        | 461.316                     | BRONX (100%) | 2006/APR/18 | 093M       | 2007/APR/18
|533326        | 462.022                     | BRONX (100%) | 2006/MAY/02 | 093M       | 2007/MAY/02
|533327        | 461.813                     | BRONX (100%) | 2006/MAY/02 | 093M       | 2007/MAY/02
|533328        | 461.552                     | BRONX (100%) | 2006/MAY/02 | 093M       | 2007/MAY/02
|533329        | 461.279                     | BRONX (100%) | 2006/MAY/02 | 093M       | 2007/MAY/02
|533331        | 332.027                     | BRONX (100%) | 2006/MAY/02 | 093M       | 2007/MAY/02
|533339        | 369.029                     | BRONX (100%) | 2006/MAY/02 | 093M       | 2007/MAY/02
|              |                             |              |             |            |            



III.

The Whiteman Property, Vernon Mining Division, British Columbia, Canada



The Whiteman Property consists of 5 Mineral Tenures totaling 1,736.825 hectares located on Whiteman Creek in the Vernon Mining Division, 25 km south west from Vernon British Columbia. The size of the block is roughly 3.5 x 4.5 km and equals 17.37 square km. Elevations range from 800m - 1600m. The center of the property is 5564000N, 314000E.



The Whiteman property was acquired on May 12, 2006 and the claims are valid for 1 year from that date.



The Whiteman Property is located over several previously identified copper- molybdenum occurrences in a syenite (granitic) stock.  The occurrences are documented in government reports from the 1970s and 1980s.



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The Whiteman Property is more particularly described as follows:



|              |                             |              |             |            |            
|------------- | --------------------------- | ------------ | ----------- | ---------- | -----------
|Tenure Number | Property Size
(in hectares) | Owner        | DATE STAKED | B.C.
Map # | EXPIRY DATE
|              |                             |              |             |            |            
|533976        | 372.275                     | BRONX (100%) | 2006/MAY/12 | 082L       | 2007/MAY/12
|533977        | 413.550                     | BRONX (100%) | 2006/MAY/12 | 082L       | 2007/MAY/12
|533978        | 413.425                     | BRONX (100%) | 2006/MAY/12 | 082L       | 2007/MAY/12
|533980        | 372.175                     | BRONX (100%) | 2006/MAY/12 | 082L       | 2007/MAY/12
|533981        | 165.400                     | BRONX (100%) | 2006/MAY/12 | 082L       | 2007/MAY/12
|              |                             |              |             |            |            



IV.

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 Group | No. of Claims
|Noranda-McVittie    | 6            
|Newkirk-Vegan       | 8            
|Jean Lake           | 25           
|Hanson Lake         | 2            
|Foster-Lew          | 4            



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.



V.

On-line Gaming Software



On November 4, 2002, the Company entered into a Licensing Agreement with Las Vegas from Home.com Entertainment Inc. (Las Vegas), a related company, (Exhibit 10.2 - Incorporated by reference) for the joint development of certain Gaming Software consisting of three card games (the three card games Software).    Las Vegas receives 60% of all revenues that are generated from the operation of the three card games Software and the Company receives 40%.   As at December 31, 2005, the Companys share of revenues from its investment in the three card games Software was $484,804 (2004: $292,372) (2003: $100,951).  For the three month period ended March 31, 2006, the Companys share of revenues from its investment in the three card games Software was $146,304 (2005:$102,360 2004: $37,608).  Subsequent to the year ended December 31, 2005, Bronx entered into a Purchase and Novation Agreement with Las Vegas whereby Bronx agreed to sell all its right, title and interest in and to



14



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the three card games Software to Las Vegas for a consideration of 6,670,000 fully paid and non-assessable common shares in the capital of Las Vegas (the Purchase and Novation Agreement).  The Purchase and Novation Agreement received the approval of the TSX Venture Exchange on April 28, 2006.  The closing of the transaction took place on May 5, 2006.  As a result, Las Vegas has purchased Bronxs 50% ownership interest and 40% revenue interest in the three card games Software for a consideration of 6,670,000 common shares of Las Vegas at a deemed price of $0.36 per share.  The 6,670,000 common shares of Las Vegas have been issued to Bronx and are restricted from trading until May 1, 2007.  Concurrently, Bronx has transferred to Las Vegas all of Bronxs right, title and interest in and to the three card games Software and all of Bronxs revenue entitlement from the three card games Software.



VI.

Investment in the Inter-Café Project



The Company entered into an Investment Agreement (Exhibit 10.6  Incorporated by reference) 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.  Due to the doubtful recovery of this investment, during 2004, the Company has written-off, in its entirety, its investment in the Inter-Café Project.



VII.

Securities of a related company



During 2004, Bronx has invested by purchasing a total of 4,000,000 common shares in the capital of Las Vegas From Home.com Entertainment Inc., (Las Vegas) a related company, for the total sum of $1,225,000 (the Las Vegas Shares).  Bronx is exposed to significant market risk with respect to the Las Vegas Shares.  There are no assurances whatsoever that the Company will recover its investment in the Las Vegas Shares.  Of the 4,000,000 Las Vegas Shares acquired during 2004, the Company has sold 2,357,500 during the year ended December 31, 2004, for total proceeds to the Company of $303,230.  As of December 31, 2004, the Company held 489,500 Las Vegas Shares.



As of January 7, 2005, the Company acquired for investment purposes, 1,250,000 units of Las Vegas, a related company, at a price of $0.20 per unit.  Each unit consists of one Las Vegas common share and one-half of one warrant.  One whole warrant is required to purchase one Las Vegas common share at $0.25 per common share for a period of 24 months.  The 1,250,000 Las Vegas Shares and warrants had a hold period which expired on May 8, 2005.  The warrants expire on January 7, 2007.



For the year ended December 31, 2005, the Company owns 1,393,506 shares in the capital of Las Vegas (2004: - 489,500; 2003: 4,000,000).



Subsequent to the year ended December 31, 2005, and pursuant to the Purchase and Novation Agreement, the Company acquired 6,670,000 common shares of Las Vegas on the closing of the transaction.



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 Shares.  There are no assurances whatsoever that the Company will recover its investment in the Las Vegas Shares.



15



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Item 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS



Item. 5.A.  Results of Operations

Selected annual information from the audited financial statements for the three years ended December, 31, 2005, 2004 and 2003 is shown in the following table:



|                                                          |   |                              |   |                               |   |                             
|--------------------------------------------------------- | - | ---------------------------- | - | ----------------------------- | - | ----------------------------
|                                                          |   | Year Ended December 31, 2005 |   | Year Ended December 31, 2004* |   | Year Ended December 31, 2003
|Revenue                                                   | $ | 484,804                      | $ | 292,372                       | $ | 100,951                     
|Interest Income                                           |   | 1,225                        |   | 1,002                         |   | 1,425                       
|Income/(loss) before other items                          |   | 16,715                       |   | (236,546)                     |   | (265,885)                   
|Basic earnings/(loss) per common share before other items |   | **0.05                       |   | **(0.73)                      |   | **(1.10)                    
|Net income/(loss)                                         |   | 180,718                      |   | (256,158)                     |   | (104,297)                   
|Basic net earnings/(loss) per common share                |   | **0.53                       |   | **(0.79)                      |   | **(0.43)                    
|Total Assets                                              |   | 852,492                      |   | 1,237,673                     |   | 778,312                     
|Long term financial obligations                           |   | Nil                          |   | 4,440                         |   | 4,440                       
|Cash dividends                                            |   | Nil                          |   | Nil                           |   | Nil                         

*  The financial statements for the year ended December 31, 2004 have been restated to reflect proceeds and gain from securities sold and not recorded as being sold in 2004.  (See note* to Table I in Item 3.A.)

**Gain (loss) per common share in the above table is based on the number of shares outstanding at year end, and not on the weighted average number of shares outstanding for the periods (Canadian GAAP) as shown in the Audited Statements of Operations and Deficit for the years ended December 31, 2005, 2004 & 2003.



All common shares and per share amounts included in this Annual Report on Form 20F (2005) and in the Companys Audited Financial Statements for the years ended December 31, 2005, 2004 and 2003 have been restated to give retroactive effect to the 35:1 share consolidation described in Results of Operations on page 3 of this document and in note 1 to the Audited Financial Statements for the years ended December 31, 2005 and 2004.



All financial figures presented herein are expressed in Canadian Dollars (CDN$) unless otherwise specified.



For the year ended December 31, 2005, the Company recorded Revenue of

$484,804 (2004: $292,372) (2003: $100,951), due to an increase in income generated from the Companys investment in the three card games Software.  Interest income of $1,225 (2004:$1,002) (2003: $1,425) reflected an increase of cash balances in the bank over the previous year. The Income/(loss) before other items was $16,715 (2004: $(236,546)) (2003: $(265,885)) due to the fact that the total expenses decreased to $468,089 as compared to $528,918 for the same period in 2004 (2003: $366,836) while revenues increased year over year.



Items which contributed to a decrease in operating expenses during the year ended December 31, 2005, were Salaries and benefits of $49,717 (2004: $153,354; 2003: $88,961), Legal, accounting and audit of $30,563 (2004: $83,632; 2003: $46,280); Rent of $6,000 (2004: $6,032; 2003: $7,090), Office and miscellaneous expenses of $13,024 (2004: $17,861; 2003: $19,443); and Shareholder communication expenses of $1,069 (2004: $5,054; 2003: $1,678).



16



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Items which contributed to an increase in operating expenses during the year ended December 31, 2005 were Finance, interest and foreign exchange fees of $16,106 (2004: $6,305, 2003: $3,202), Management fees of $300,000 (2004: $240,000, 2003: $180,000), Amortization of $5,406 (2004: $3,180, 2003: $6,686), travel, meals and entertainment expenses of $2,264 (2004: $190, 2003: $2,357), directors fees of $15,006 (2004: $Nil, 2003: $Nil), regulatory and transfer fees of $20,696 (2004: $8,213, 2003: $8,735) and telephone expenses of $6,026 (2004: $2,885, 2003: $2,404).



During the year ended December 31, 2005, the Company recorded a net gain of $105,786 on the sale of marketable securities and the recording of a future income tax recovery on expenditures renouncement for the amount of $56,992 as compared to $69,386 during the same period in 2004 (2003: $104,295).  The Company wrote down its investment in the Inter-Café Project by the amount of $Nil in 2005 (2004: $90,000, 2003: $Nil). Total assets of $852,492 (2004: $1,237,673; 2003: $778,312) were comprised of Cash and term deposits, Marketable securities, Accounts receivable, Receivable from related parties, Cash held on behalf of related party, Mineral Property, and Furnitureand Equipment.   Total assets for the year ended December 31, 2005 decreased mainly due to the decrease of cash held on behalf of a related party (2005: $1,218; 2004: $583,670; 2003: $138,361) The Company has not paid any cash dividends and does not plan to pay any cash dividends in the future.



During the year ended December 31, 2005, the Company had a net gain of $180,718; or $0.53 per common share, as compared to a net loss of $(256,158) or $(0.79) per common share in the same period of 2004 and as compared to a net loss of $(104,297); or $(0.43) per share in the same period of 2003.  The Company had a net gain over the previous year as a result of a decrease in the operating expenses, the increase in interest income and the gain on the sale of marketable securities.



During the year ended December 31, 2005, the weighted average number of outstanding shares was 341,944 as compared to 322,269 in 2004 and as compared to 241,321 for the same period in 2003.



For the year ended December 31, 2005, the Company had a working capital of $523,306 as compared to a working capital of $578,581 in 2004 and as compared to a working capital of $488,799 in the same period of 2003.



In the spring of 2004, Bronx 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.  As at December 31, 2004, the Company has incurred exploration related expenditures of $16,932 in respect to the Extra High Property.



Commencing in May, 2005 and up to December, 2005, the Company conducted its exploration program on the Companys Extra High Property.  The exploration program consisted of soil sampling, geological mapping, trenching and diamond drilling.  A total of 1,874.3 metres of NQ diamond drilling and 455 lineal metres of trenching were completed while 194 soil samples were collected over 4 areas on the Extra High Mineral Property.  The exploration work program was conducted by, and was under the direct supervision of, J.W. Murton, P. Eng, a qualified person as defined by National Instrument 43-101.  Mr. J.W. Murton is a director of Bronx.  Mr. J. W. Murton has recommended a two phase exploration program on the Extra High Mineral Property due to the positive results obtained from the 2005 exploration program.  Mr. J. W. Murton has prepared for Bronx a Technical Report (NI 43-101) on the Extra High Property (2005 Exploration Program) dated February 28, 2006 which has been filed by the Company on www.Sedar.com , and on the Companys Corporate Website, www.bronxventures.com .  For further particulars about the Extra High Mineral Property and the 2005 Exploration Program, please visit either www.sedar.com or www.bronxventures.com .



17



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The Companys investment in mineral property consists of costs incurred on the Extra High Property as follows:



|                                   |   |               |   |            
|---------------------------------- | - | ------------- | - | -----------
|                                   |   | Cumulative to |   |            
|                                   |   | March 31      |   | December 31
|                                   |   | 2006          |   | 2005       
|Acquisition                        | $ | 45,000        | $ | 45,000     
|Staking                            |   | 3,639         |   | 3,639      
|Assessment and miscellaneous       |   | 6,008         |   | 6,008      
|Geological, geochemical, trenching |   |               |   |            
|and drilling                       |   | 268,599       |   | 236,692    
|Total                              | $ | 323,246       | $ | 291,339    



Subsequent to the year ended December 31, 2005, the Company acquired by staking the Blunt Mountain Property and the Whiteman Property.  For further information about both of these properties please see Item 4. D. II and III.



The Company has not incurred any exploration related expenditures on its Lithium properties during 2005, 2004, and 2003.



During 2003, the Company made a down payment of $25,000 on an investment in the Inter-Café Project, a business development concept developed by Interfranchise Inc. to introduce online gaming to an Internet Café environment.  The agreement with Interfranchise Inc. required an additional payment of $65,000 to acquire a 10% interest in the Inter-Café Project.  During 2004, the Company paid the remaining $65,000 for a total investment of $90,000 by the Company in the Inter-Café Project.  The Company subsequently wrote off this investment since recovery on the investment became doubtful.



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 24,286 flow-through share units and 28,571 flow-through share units at the purchase price of $3.50 per unit, respectively.  Each unit consists of common shares (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) at a price of $5.25 per flow-through warrant share for a period of twelve months and thereafter at a price of $7.00 per flow-through warrant share for a further six months, and thereafter one common share (the non-flow-through warrant shares) of the Company at a price of $7.00 per non-flow-through warrant share for a further six months.  All common shares and non-transferable warrants of the Company pursuant to these Private Placement Financings have been issued.  The warrants expired on December 31, 2004 and March 10, 2006 respectively.



During 2004, the Company renounced $85,000 of exploration expenses on the Extra High Property pursuant to the Private Placement Flow-Through Share Agreement dated December 29, 2003.  Subsequent to the year ended December 31, 2004, the renounced expenses were reduced since the Company was unable to use the whole amount of $85,000 for mineral exploration, and all such unused exploration expenses were renounced by the Company during the year ended December 31, 2005.



During 2004, the Company entered into a Debt Settlement Agreement dated April 8, 2004 (Exhibit 10.9  Incorporated by reference) for the geological services provided by a company owned by a director of the Company whereby a total of 652 common shares of the Company were issued in full satisfaction of the



18



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debt totalling $3,424.



Kalpakian Bros. of B.C. Ltd., a private company owned and controlled by two directors of the Company, entered into a Private Placement Financing Agreement with the Company on July 20, 2004 for the purchase of 28,571 units of the securities of the Company at the price of $3.50 per unit for total proceeds to the Company of $100,000.  Each unit consists of one common share in the capital of the Company and one warrant to purchase an additional common share in the capital of the Company.  Each warrant is exercisable at the price of $5.25 per common share, if exercised during the first year, and at the price of $7.00 per common share, if exercised during the second year.  The warrants expire on July 20, 2006.



The Board of Directors of the Company resolved to adopt on April 12, 2004, the 2004 Stock Option Plan (Exhibit 10.7 - Incorporated by reference) 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. Shareholders subsequently approved the 2004 Stock Option Plan at the Companys Annual General Meeting which was held on April 30, 2004.  The 2004 Stock Option Plan replaces the Companys 2002 and 2003 Stock Option Plans.



At the 2006 Annual General Meeting of the shareholders of the Company, which was held on June 2, 2006, the shareholders approved the Audited Financial Statements for the year ended December 31, 2005, and the Auditors report thereon; the re-election of the Companys Board of Directors; and the re-appointment of the Companys Auditor, Smythe Ratcliffe, for the ensuing year.  The material terms of the 2004 Stock Option Plan are outlined in the Companys Information Circular included with the 2006 Notice of Annual General Meeting (Exhibit 20.1  Incorporated by reference) which has been filed on Sedar and Edgar.



Effective January 2004, the Company adopted the new requirements of the Canadian Institute of Chartered Accountants (CICA) Handbook Section 3870, which requires an expense to be recognized in the financial statements for all forms of employee stock-based compensation, including stock options.  Previously, the Company did not record any compensation cost on the granting of stock options to employees and directors, as the exercise price was equal to or greater than the market price at the date of the grants.  Options granted are accounted for using the fair value method where compensation expense is calculated using the Black-Scholes options pricing model.



As a result of this change in accounting, the opening deficit was restated on a retroactive basis to show the effect of compensation expense associated with stock options granted to employees and directors from January 1, 2003 to December31, 2003, which amounted to $64,122 and an increase in contributed surplus from $3,460 to $67,582.



At the Companys 2005 Special General Meeting held on January 10, 2005, the shareholders approved the deletion of the Pre-Existing Company Provisions in the notice of Articles of the Company and approved the alteration of the Companys Notice of Articles.  The shareholders approved the increase of the Company's authorized capital to an unlimited number of Common and Preferred Shares, both without par value, approved the adoption of new articles in substitution for the old articles of the Company (Exhibit 3.2 - Incorporated by reference). In addition, the shareholders approved the consolidation of the issued and outstanding common shares of the Company on the basis of 35 common shares before consolidation to 1 common share after consolidation and approved changing the name of the Company to Bronx Ventures Inc.  All material terms are provided in greater detail in the Companys Notice of Special General Meeting and Information circular dated November 29, 2004 (Exhibit 20.3  Incorporated by reference).



Disclosure of the differences between accounting principles and practices generally accepted in Canada



19



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and those generally accepted in the United States and required by the SEC, are included in Note 14 of the financial statements included in Item 17 of the Annual Report.



The Company finances its exploration programs through the issuance of flow-through common shares.  Income tax deductions relating to these expenditures are claimable only by the investors.  Proceeds from common shares issued pursuant to flow-through financings are credited to capital stock.



Subsequent to the year ended December 31, 2005, the Company and Las Vegas determined that it would be in their best interests if the Company would sell its interest in the three card games Software to Las Vegas.



As the Company and Las Vegas have certain common directors and senior officers, both companies jointly appointed an independent third party, namely Evans & Evans Inc. of Vancouver, B.C. (E&E) to provide a valuation and fairness opinion in respect to the proposed transaction.  Independent Board Committees for both companies were appointed to deal with all aspects of the proposed transaction.



E&E has completed and presented to both Bronx and Las Vegas its Fairness Opinion Letter and Valuation Report.



E&Es Fairness Opinion Letter and Valuation Report has concluded that the proposed transaction would be fair, from a financial point of view, to the shareholders of both Bronx and Las Vegas if:-



1.

Bronxs interest in the three card games Software is valued at $2,400,000; and

2.

Las Vegas is valued at CDN $33,500,000 or $0.36 per share.



Consequently, Bronx entered into a Purchase and Novation Agreement with Las Vegas whereby Bronx agreed to sell all its right, title and interest in and to the three card games Software to Las Vegas for a consideration of 6,670,000 fully paid and non-assessable common shares in the capital of Las Vegas (the Purchase and Novation Agreement).  The Purchase and Novation Agreement received the approval of the TSX Venture Exchange on April 28, 2006.  The closing of the transaction took place on May 5, 2006.  As a result, Las Vegas has purchased Bronxs 50% ownership interest and 40% revenue interest in the three card games Software for a consideration of 6,670,000 common shares of Las Vegas at a deemed price of $0.36 per share.  The 6,670,000 common shares of Las Vegas have been issued to Bronx and are restricted from trading until May 1, 2007.  Concurrently, Bronx has transferred to Las Vegas all of Bronxs right, title and interest in and to the three card games Software and all of Bronxs revenue entitlement from the three card games Software.







20



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Summary of Quarterly Results



The following are the results for the twelve most recent quarterly periods, starting with the three month quarterly period ended March 31, 2006:



|                                                                  |   |                |                   |                    |              
|----------------------------------------------------------------- | - | -------------- | ----------------- | ------------------ | -------------
|For the Quarterly Periods ended:                                  |   | March 31,
2006 | December 31,
2005 | September 30,
2005 | June 30,
2005
|Total Revenues                                                    | $ | 146,325        | 135,348           | 131,768            | 115,929      
|Income (loss) before other items                                  |   | 18,058         | (5,404)           | 42,662             | 18,028       
|Earnings (loss) per common share before other items               |   | 0.05           | (0.01)            | 0.13               | 0.05         
|Fully diluted earnings (loss) per common share before other items |   | 0.04           | (0.01)            | 0.10               | 0.04         
|Net income (loss) for the period                                  |   | 19,656         | (61,678)          | 42,661             | 18,028       
|Basic net gain (loss) per share                                   |   | 0.05           | (0.16)            | 0.13               | 0.05         
|Diluted net gain (loss) per share                                 |   | 0.04           | (0.13)            | 0.10               | 0.04         





|                                                                  |   |                |                   |                    |              
|----------------------------------------------------------------- | - | -------------- | ----------------- | ------------------ | -------------
|For the Quarterly Periods ended:                                  |   | March 31,
2005 | December 31,
2004 | September 30,
2004 | June 30,
2004
|Total Revenues                                                    | $ | 102,948        | 212,446           | 21,636             | 20,520       
|Income (loss) before
other items                                  |   | (37,382)       | 28,519            | (67,414)           | (59,895)     
|Earnings (loss) per common share before other items               |   | (0.11)         | 0.08              | (0.20)             | (0.19)       
|Fully diluted earnings (loss) per common share before other items |   | (0.08)         | 0.06              | (0.15)             | (0.12)       
|Net income (loss) for the period                                  |   | 181,707        | 11,860            | (430,152)          | (262,895)    
|Basic net gain (loss) per share                                   |   | 0.53           | 0.03              | (1.26)             | (0.84)       
|Diluted net gain (loss) per share                                 |   | 0.40           | 0.03              | (0.95)             | (0.54)       





21



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|                                                                  |   |                |                   |                    |              
|----------------------------------------------------------------- | - | -------------- | ----------------- | ------------------ | -------------
|For the Quarterly Periods ending on:                              |   | March 31,
2004 | December 31,
2003 | September 30,
2003 | June 30,
2003
|Total Revenues                                                    | $ | 37,770         | 38,346            | 53,297             | 5,038        
|Income (loss) before
other items                                  |   | (137,756)      | (77,508)          | (19,711)           | (70,318)     
|Earnings (loss) per common share before other items               |   | (0.44)         | (0.27)            | (0.08)             | (0.29)       
|Fully diluted earnings (loss) per common share before other items |   | (0.25)         | (0.15)            | (0.04)             | (0.16)       
|Net income (loss) for the period                                  |   | 425,029        | (20,211)          | 234,584            | (220,322)    
|Basic net earnings (loss) per share                               |   | 1.36           | (0.07)            | 0.93               | (0.92)       
|Diluted net earnings (loss) per share                             |   | 0.76           | (0.04)            | 0.51               | (0.51)       



A brief description of The Companys quarterly periods ended June 30, 2003, September 30, 2003, December 31, 2003, March 31, 2004, June 30, 2004, September 30, 2004, December 31, 2004, March 31, 2005, June 30, 2005, September 30, 2005, December 31, 2005 and March 31, 2006 are described below.  During the foregoing period, the Companys revenues were mainly generated from the Companys investment in the three card games Software.



For the quarterly period ended June 30, 2003, the Company realized a net loss of $(220,322) as compared to a net loss of $(34,226) for the immediately preceding quarter due to a Loss on the write down of its investment in Las Vegas From Home.com Entertainment Inc.  As a result, the basic net loss per share for the quarterly period ended June 30, 2003, was $(0.92) per share as compared to a basic net loss of $(0.14) per share for the immediately preceding quarterly period, and the diluted net loss per share was $(0.51) as compared to a diluted net loss of $(0.08) per share for the immediately preceding quarterly period.



For the quarterly period ended 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 gain per share for the quarterly period ended September 30, 2003, was $0.93 per share as compared to a basic net loss of $0.92 per share for the immediately preceding quarterly period, and the diluted net gain per share was $0.51 as compared to a diluted net loss of $0.51 per share for the immediately preceding quarterly period.



For the quarterly period ended December 31, 2003, the Company realized a net loss of $20,211 as compared to a net gain of $234,584 for the immediately preceding quarter.  As a result, the basic net loss per share for the quarterly period ended December 31, 2003, was $0.07 per share as compared to a basic net gain of $0.93 per share for the immediately preceding quarterly period, and the diluted net loss per share was $0.04 as compared to a diluted net gain of $0.51 per share for the immediately preceding quarterly period.



For the quarterly period ended March 31, 2004, the Company realized a net gain of $425,029 as compared to a net loss of $20,211 for the immediately preceding quarter due mainly to the Company realizing a gain on the sale of its investment in marketable securities.  As a result, the basic net gain per share for the quarterly period ended March 31, 2004, was $1.36 per share as compared to a basic net loss of $0.07 per share for the immediately preceding quarterly period, and the diluted net gain per share was $0.76 as compared to a diluted net loss of $0.04 per share for the immediately preceding quarterly period.





22



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For the quarterly period ended June 30, 2004, the Company realized a net loss of $(262,895) mainly due to the Company writing down its investment in marketable securities as compared to a net gain of $425,029 realized from the Companys investment in marketable securities for the immediately preceding quarterly period.  As a result, the basic net loss per share for the quarterly period ended June 30, 2004, was $(0.84) per share as compared to a gain of $1.36 per share for the immediately preceding quarterly period and the diluted net loss per share for the quarterly period ended June 30, 2004, was $(0.54) per share as compared to a diluted net gain of $0.76 per share for the immediately preceding quarterly period.



For the quarterly period ended September 30, 2004, the Company realized a net loss of $(430,152) due to the loss on the sale of the Companys investment in marketable securities and the write-down of marketable securities as compared to a net loss of $(262,895) for the immediately preceding quarterly period.  As a result, the basic net loss per share for the quarterly period ended September 30, 2004, was $(1.26) per share as compared to a basic net loss of $(0.84) per share for the immediately preceding quarterly period and the diluted net loss per share for the quarterly period ended September 30, 2004, was $(0.95) per share as compared to a diluted net loss of $(0.54) per share for the immediately preceding quarterly period.



For the quarterly period ended December 31, 2004, the Company realized a net gain of $11,860 due to the gain on the sale of its investment in marketable securities and the one time adjustment up of marketable securities as compared to a net loss of $(430,152) for the immediately preceding quarterly period.  As a result, the basic net gain per share for the quarterly period ended December 31, 2004, was $0.03 as compared to a basic net loss of $(1.26) per share for the immediately preceding quarterly period and the diluted net gain per share for the quarterly period ended December 31, 2004, was $0.03 as compared to a diluted net loss of $(0.95) per share for the immediately preceding quarterly period.



For the quarterly period ended March 31, 2005, the Company realized a net gain of $181,707 due to the gain on the sale of its investment in marketable securities as compared to a net gain of $11,860 for the immediately preceding quarterly period.  As a result, the basic net gain per share for the quarterly period ended March 31, 2005, was $0.53 as compared to a basic net gain of $0.03 per share for the immediately preceding quarterly period and the diluted net gain per share for the quarterly period ended March 31, 2005, was $0.40 as compared to a diluted net gain of $0.03 per share for the immediately preceding quarterly period.



For the quarterly period ended June 30, 2005, the Company realized a net gain of $18,028 as compared to a net gain of $181,707 during the immediately preceding quarterly period which was due mainly to the sale of its investment in marketable securities.  As a result, the basic net gain per share for the quarterly period ended June 30, 2005, was $0.05 as compared to a basic net gain of $0.53 per share for the immediately preceding quarterly period and the diluted net gain per share for the quarterly period ended June 30, 2005, was $0.04 as compared to a diluted net gain of $0.40 per share for the immediately preceding quarterly period.



For the quarterly period ended September 30, 2005, the Company realized a net gain of $42,661 as compared to a net gain of $18,028 during the immediately preceding quarterly period.  The increase in the net gain is mainly due to an increase in revenues from the Companys investment in thethree card games Software.  As a result, the basic net gain per share for the quarterly period ended September 30, 2005 was $0.13 as compared to a basic net gain of $0.05 per share for the immediately preceding quarterly period and the diluted net gain per share for the quarterly period ended September 30, 2005 was $0.10 as compared to a diluted net gain of $0.04 per share for the immediately preceding quarterly period.



For the quarterly period ended December 31, 2005, the Company realized a net loss of $(61,678) as compared to a net gain of $42,661 during the immediately preceding quarterly period.  The increase in the net loss is mainly due to an increase in expenses.  Revenue from the Companys investment in thethree card games Software has remained steady quarter over quarter.  As a result, the basic net loss per share for the quarterly period ended December 31, 2005 was $(0.16) as compared to a basic net gain of $0.13 per share



23



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for the immediately preceding quarterly period and the diluted net loss per share for the quarterly period ended December 31, 2005 was $(0.13) as compared to a diluted net gain of $0.10 per share for the immediately preceding quarterly period.



For the quarterly period ended March 31, 2006, the Company realized a net gain of $19,656 as compared to a net loss of $(61,678) during the immediately preceding quarterly period.  The increase in the net gain is mainly due to a decrease in expenses.  Revenue from the Companys investment in thethree card games Software has remained steady quarter over quarter.  As a result, the basic net gain per share for the quarterly period ended March 31, 2006 was $0.05 as compared to a basic net loss of $(0.16) per share for the immediately preceding quarterly period and the diluted net loss per share for the quarterly period ended March 31, 2006 was 0.04 as compared to a diluted net loss of $(0.13) per share for the immediately preceding quarterly period.



The Companys business is not of a seasonal nature.



Item 5.B. Liquidity and Capital Resources



Liquidity and Capital Resources



During 2006, the Company shall require at least $500,000 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.  While the Company has recently generated some revenue, the Company has not established a long term pattern of consistently generating meaningful revenues, and with the sale of the Companys investment in the three card games Software, the Companys recently generated revenues will most likely not be sustained.  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.



Pursuant to the terms of the Option Agreement dated March 26, 2004, between the Company and the Optionor, the Company has the right to acquire a 100% undivided interest in the Extra High Mineral Property, subject to a 11⁄2% Net Smelter Returns Royalty, by making staged cash payments totaling $150,000 and incurring $500,000 of exploration expenditures over a period of 3 years.  As of March 31, 2006 the Companys investment in the Extra High Mineral Property totals $323,246.  During 2006, the Company shall, on a best efforts basis, attempt to secure mineral exploration funds in order to conduct exploration work programs on the Extra High Property, the Blunt Mountain Property and the Whiteman Property.  Due to reasons beyond Bronxs control including, but not limited to, fluctuating metal prices and adverse financial market conditions, it is quite possible that Bronx may not be able to raise the required funding for its proposed 2006 exploration work programs and may possibly have to abandon and write-off its entire investment in any or all of its Mineral Properties which are located in British Columbia.



The Company has issued warrants to acquire common shares of the Company, at certain prices, to various parties.  Should any outstanding warrants be exercised by any party, then any funds received by the Company shall be used for general working capital purposes.  However, there are no assurances whatsoever that any warrants will be exercised before their respective expiry dates.  During the year ended December 31, 2005, no share purchase warrants were exercised, 24,286 warrants exercisable at $7.00 per common share have expired and a total of 37,500 warrants were issued at an exercise price of $2.00 per common share expiring on December 30, 2006.  Subsequent to the year end, 28,571 warrants exercisable at $7.00 expired on March 10, 2006.



On November 22, 2005, the Company entered into a Private Placement Flow-Through Share Financing



24



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Agreement with two Directors of the Company for the purchase of 37,500 units of the securities of the Company at a price of $2.00 per unit for total proceeds to the Company of $75,000.  Each unit consists of common shares (the flow-though 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) for a period of twelve months at a price of $2.00 per flow through warrant share of the Company.



During the year ended December 31, 2005, no stock options were granted to Directors, Officers, Employees and Consultants and on April 21, 2005, all of the 27,748 outstanding stock options at an exercise price of US $5.25 per common share expired.  During the three month period ended March 31, 2006, no stock options were granted to Directors, Officers, Employees and Consultants.  Currently there are no stock options granted and outstanding.  If and when any new stock options are granted in the future, thenany funds received by the Company fromthe exercising of stock options shall be used for general working capital purposes.



As at December 31, 2005, the Company had $177,892 in cash and term deposits as compared to $287,488 for the period ended December 31, 2004 and as compared to $73,673 for the period ended December 31, 2003.  Working capital as at December 31, 2005, was $523,306 as compared to a working capital of $578,581 for the period ended December 31, 2004 and as compared to a working capital of $488,799 for the period ended December 31, 2003.  The cost of marketable securities as at December 31, 2005, was $301,095 as compared to $66,956 for the period ended December 31, 2004 and as compared to $528,200 for the period ended December 31, 2003.  As at December 31, 2005, the market value of the marketable securities was $580,628 as compared to $113,935 for the period ended December 31, 2004 and as compared to $850,500 for the period ended December 31, 2003.  Accounts receivable as at December 31, 2005, was $15,358 as compared to $Nil for the period ended December 31, 2004, and as compared to $Nil for the period ended December 31, 2003 and receivable from related parties as at December 31, 2005, was $61,098 as compared to $257,729 for the period ended December 31, 2004 and as compared to $Nil for the period ended December 31, 2003.



During the year ended December 31, 2005, a gain of $105,786 was realized on the sale of some of the Companys marketable securities as compared to $69,386 for the year ended December 31, 2004 and as compared to $104,295 for the year ended December 31, 2003.



As at March 31, 2006, the Company had $22,078 in cash and term deposits as compared to $256,050 for the corresponding period in 2005 and as compared to $177,892 for the period ended December 31, 2005.  Working capital as at March 31, 2006 was $511,430 as compared to $613,193 for the corresponding period in 2005 and as compared to a working capital of $523,306 for the period ended December 31, 2005.  The cost of marketable securities as at March 31, 2006 was $389,943 as compared to $289,879 for the corresponding period in 2005 and as compared to $301,095 for the period ended December 31, 2005.  As at March 31, 2006 the market value of the marketable securities was $580,906 as compared to $809,130 for the corresponding period in 2005 and as compared to $580,628 for the period ended December 31, 2005.  Accounts receivable as at March 31, 2006 was $26,591 as compared to $5,495 for the corresponding period in 2005 and as compared to $15,358 for the period ended December 31, 2005, and receivable from related parties as at March 31, 2006 was $98,011 as compared to receivables from related parties of $ 83,024 for the corresponding period in 2005 and as compared to $61,098 for the period ended December 31, 2005.



During the three month period ended March 31, 2006, a net gain of $19,656 was realized as compared to a net gain of $181,707 for the corresponding period in 2005 and as compared to $425,029 for the corresponding period in 2004.



From time to time the Company has acquired, for investment purposes, securities (the Las Vegas Securities) in the capital of Las Vegas from Home.com Entertainment Inc. (Las Vegas), a related



25



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company.  The Company may in the future, either increase or decrease its investment in the Las Vegas Securities.



During the year ended December 31, 2004, the Company sold 4,000,000 shares of Las Vegas From Home.com Entertainment Inc. (the Las Vegas Securities) which the Company had acquired during 2003 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 a total number of 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.During the year ended December 31, 2004, the Company sold 2,357,500 Las Vegas Securities which the Company had acquired during 2004 for total proceeds to the Company of $303,230.



Subsequent to the year ended December 31, 2005, Bronx entered into a Purchase and Novation Agreement with Las Vegas whereby Bronx agreed to sell all its right, title and interest in and to the three card games Software to Las Vegas for a consideration of 6,670,000 fully paid and non-assessable common shares in the capital of Las Vegas (the Purchase and Novation Agreement).  The Purchase and Novation Agreement received the approval of the TSX Venture Exchange on April 28, 2006.  The closing of the transaction took place on May 5, 2006.  As a result, Las Vegas has purchased Bronxs 50% ownership interest and 40% revenue interest in the three card games Software for a consideration of 6,670,000 common shares of Las Vegas at a deemed price of $0.36 per share.  The 6,670,000 common shares of Las Vegas have been issued to Bronx and are restricted from trading until May 1, 2007.  Concurrently, Bronx has transferred to Las Vegas all of Bronxs right, title and interest in and to the three card games Software and all of Bronxs revenue entitlement from the three card games Software.



On January 7, 2005, the Company acquired for investment purposes, 1,250,000 units (the Las Vegas units) of Las Vegas, a related company, at a price of $0.20 per unit.  Each Las Vegas unit consists of one Las Vegas common share and one-half of one warrant.  One whole warrant is required to purchase one Las Vegas common share at $0.25 per common share for a period of 24 months.  The 1,250,000 Las Vegas units have been issued to the Company.    On January 4, 2006, the Company exercised 300,000 warrants for the purchase of 300,000 common shares of Las Vegas at $0.25 per share for a total cost of $75,000.



Marketable securities are valued at the lower of cost and market at the balance sheet date.  As at December 31, 2005, the cost of all marketable securities which the Company holds is $301,095 (2004: $66,956; 2003: $528,200).  As at December 31, 2005, the market value of these securities is $580,628 (2004: $113,935; 2003: $850,500).  For the year ended December 31, 2005, the Company held 1,393,506 Las Vegas Securities (2004: 489,500; 2003: 4,000,000).



During the three month period ended March 31, 2006, the Company realized a gain of $1,598 on the sale of marketable securities. (March 31, 2005: $219,089) (2004: $562,785).



On April 8, 2004, the Company entered into a Debt Settlement Agreement (Exhibit 10.9  Incorporated by reference) with J.W. Murton & Associates, (the Creditor) a company owned by a director of the Company.  A total of 652 common shares at a price of $5.25 per share have been issued in full satisfaction of the debt totalling $3,424 which was owed by the Company to the Creditor.



Kalpakian Bros. of B.C. Ltd., a private company owned and controlled by two directors of the Company, entered into a Private Placement Financing Agreement with the Company on July 20, 2004, for the purchase of 28,571 units of the securities of the Company at the price of $3.50 per unit for total proceeds to the Company of $100,000.  Each unit consists of one common share in the capital of the Company and one warrant to purchase an additional common share in the capital of the Company.  Each warrant is exercisable at the price of $5.25 per common share if exercised during the first year and at the price of $7.00 per common share if exercised during the second year.  The warrants expire on July 20, 2006.





26



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Pursuant to a Licensing Agreement dated November 4, 2002, with Las Vegas, a related company, the Companys share of revenues from its investment in the three card games Software for the year ended December 31, 2005 was $484,804 (2004: $292,372; 2003: $100,951).  For the three month period ended March 31, 2006, the Companys share of revenues from its investment in the three card games Software was $146,304 (2005: $102,360; 2004: $37,608).



The Companys financial statements have been prepared 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 14 to the Financial Statements in Item 17 of this Annual Report on Form 20-F.  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.





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



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



Item 5.D. Trend Information



The business of Las Vegas, a related company, is constantly undergoing changes, is intensely competitive and, is subject to changes in customer preferences.



In respect to the Companys Mineral Properties, the exploration of mineral properties involves significant risks which even experience, knowledge and careful evaluation may not be able to avoid.  The price of metals has fluctuated widely, particularly in recent years as it is 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 price 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 statement of operations and deficit have been fairly represented in accordance with generally accepted accounting principles.



27



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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.



|                                                                                                                        |                        |                  |           |           |                  
|----------------------------------------------------------------------------------------------------------------------- | ---------------------- | ---------------- | --------- | --------- | -----------------
|Contractual Obligations                                                                                                 | Payments due by period
|                                                                                                                        | Total                  | Less than 1 Year | 1-3
years | 3-5 years | More than
5 years
|[Long Term Debt Obligations]                                                                                            | n/a                    | n/a              | n/a       | n/a       | n/a              
|[Capital (Finance) Lease Obligations]                                                                                   | n/a                    | n/a              | n/a       | n/a       | n/a              
|[Purchase Lease Obligations]                                                                                            | n/a                    | n/a              | n/a       | n/a       | n/a              
|[Operating Lease Obligations]                                                                                           | n/a                    | n/a              | n/a       | n/a       | n/a              
|Other Long Term Liabilities Reflected on the Companys Balance Sheet under the GAAP of the primary financial statements | n/a                    | n/a              | n/a       | n/a       | n/a              
|Total                                                                                                                   | n/a                    | n/a              | n/a       | n/a       | n/a              



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



Item 5.G.  Safe Harbour



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 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



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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, 2006,the name, municipality of residence and the principal occupation of the directors and officers of the Company are the following:

|                                          |                              |                   |                                                                                                                       |                                                         
|----------------------------------------- | ---------------------------- | ----------------- | --------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------
|Name and municipality of residence        | Position with the Registrant | Date of Birth     | Principal occupation                                                                                                  | Term of Office                                          
|Bedo H. Kalpakian*
Richmond, B.C. Canada  | President and Director       | May 14, 1946      | President of Registrant; Chairman of Las Vegas From Home.com Entertainment Inc.                                       | Director:- 1984 to Present;  President:- 1991 to Present
|Jacob H. Kalpakian
Vancouver, B.C. Canada | Vice President and Director  | October 18, 1968  | Vice President of Registrant; President of Las Vegas From Home.com Entertainment Inc.                                 | 1991 to Present                                         
|Gregory T. McFarlane*
Las Vegas, NV, USA  | Director                     | November 13, 1968 | Advertising copywriter with Schadler Kramer Advertising, Las Vegas, Nevada and DRGM Advertising and Public Relations. | 1992 to Present                                         
|J. Wayne Murton*
Kelowna, B.C. Canada     | Director                     | November 2, 1937  | President of J.W. Murton & Associates, a private geological engineering and mining services company.                  | 1999 to Present                                         
|Penilla Klomp
Richmond, B.C. Canada       | Corporate Secretary          | August 23, 1962   | Corporate Secretary of the Registrant and of Las Vegas From Home.com Entertainment Inc.                               | May 1, 2003 to Present                                  

*Members of the 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.



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.



Item 6.B.  Compensation



Total cash remuneration paid to all directors and officers of the Company for the period ended December 31, 2005, amounted to $364,024 (2004: $248,266) (2003:$227,742).  Certain directors of the Company are compensated for automobile expenditures and furthermore, certain directors, officers and employees



29



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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.



The Companys Board of Directors resolved effective as of July 1, 2005, to remunerate two independent Directors for an aggregate monthly amount of $2,501 plus G.S.T.  Pursuant to the resolution, both independent Directors, namely Mr. J. W. Murton and Mr. Gregory T. McFarlane, each receive a monthly remuneration of $1,667 plus G.S.T. and $834 plus G.S.T. respectively.



The Company has hired the services of J.W. Murton & Associates to provide geological services.  J.W. Murton & Associates is a private company owned by a Director of the Company.  As of December 31, 2005, Bronx has paid J.W. Murton & Associates a total amount of $77,815 in respect to the 2005 exploration program on the Extra High Property consisting of $52,130 for geological services and $25,685 for out of pocket expenses.  For the three month period ended March 31, 2006, the Company has paid the sum of $21,750 plus G.S.T. to J. W. Murton & Associates for geological services.



A director of the Company was issued (during 2003 and 2004) an aggregate of 3,223 common shares in the capital of the Company in settlement of debts totalling $ 21,421 representing geological services rendered to the Company (Exhibits 10.8 & 10.9  Incorporated by reference).



Management Services Agreement between the Company, Bedo H. Kalpakian, Jacob H. Kalpakian and Kalpakian Bros. of B.C. Ltd., a company related by common directors, dated November 1, 2001 as amended on August 14, 2003 and on July 1, 2005, by resolutions of the Directors of Bronx, (the Management Services Agreement) (Exhibit 10.4 - Incorporated by reference).   Pursuant to the Management Services Agreement dated November 1, 2001, as amended by the Addendum to the Management Services Agreement dated July 31, 2005 (Exhibit 10.41* - Attached) the aggregate amount of payments made for Management Fees totaled $300,000 during the year ended December 31, 2005, (2004:$240,000) (2003: $180,000) and was paid to Kalpakian Bros. of B.C. Ltd, (the Manager) the principals of which are Bedo H. Kalpakian and Jacob H. Kalpakian, both of whom are directors of the Company.  The Management Services Agreement expires in October, 2006 and is renewable on an annual basis.



The Company reimburses Kalpakian Bros. of B.C. Ltd., for all travelling and other expenses incurred on behalf of the Company by Kalpakian Bros. of B.C. Ltd.  The aggregate amount of payments made for Management Fees totaled $90,000 during the three month period ended March 31, 2006, (2005:$60,000) (2004: $60,000).

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, 2005, and up to and including the date of this report (May 31, 2006) no incentive stock options were exercised by any of the Companys directors or officers.  As of May 31, 2006, there are no outstanding incentive stock options.





30



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The Company has no long term incentive plans in place and, has not granted any stock appreciation rights.



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 oruntil 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; Gregory T. McFarlane has served as a director since 1992 and J. Wayne Murton has served as a director since 1999.



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



Management Services Agreement between the Company, Bedo H. Kalpakian, Jacob H. Kalpakian and Kalpakian Bros. of B.C. Ltd., a company related by common directors, dated November 1, 2001 as amended on August 14, 2003 and on July 1, 2005, by resolutions of the Directors of Bronx, (the Management Services Agreement) (Exhibit 10.4 - Incorporated by reference).   Pursuant to the Management Services Agreement dated November 1, 2001, as amended by the Addendum to the Management Services Agreement dated July 31, 2005 (Exhibit 10.41* - Attached) the aggregate amount of payments made for Management Fees totaled $300,000 during the year ended December 31, 2005, (2004:$240,000) (2003: $180,000) and was paid to Kalpakian Bros. of B.C. Ltd, (the Manager) the principals of which are Bedo H. Kalpakian and Jacob H. Kalpakian, both of whom are directors of the Company.  The Management Services Agreement expires in October, 2006 and is renewable on an annual basis and may be terminated at anytime by either party on three months written notice.  The Company reimburses Kalpakian Bros. of B.C. Ltd., for all travelling and other expenses incurred on behalf of the Company by Kalpakian Bros. of B.C. Ltd.





For the three month period ended March 31, 2006, the Company has paid $90,000 (2005: $60,000) (2004: $60,000) to Kalpakian Bros. of B.C. Ltd., in respect to Management fees.



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.  Presently, the Companys audit committee consists of the following directors; Bedo H. Kalpakian, Gregory T. McFarlane and J. Wayne Murton.  The majority of the members of the audit committee must be made up of directors who are not officers of the Company.    The audit committee is also responsible to monitor compliance of the Companys Code of Ethics (see item 16.B).



Pursuant to Canadian National Policy (52-110) with respect to Audit Committee Disclosure, the charter of the Companys Audit Committee and other information required to be disclosed have been disclosed in the Companys Annual Information Circular with respect to the Companys Annual Shareholders meeting which is scheduled to take place on June 2, 2006.  The Information Circular (Exhibit 20.1  Incorporated by reference) includes the Companys Audit Committee Disclosure under Form 52-110F2.



The Company does not have a remuneration committee nor an executive committee largely due to its size.





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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 any work stoppage by its employees.  The Company believes that its employee relations are good.



Item 6.E.  Share Ownership



The number of common shares without par value beneficially owned (directly or indirectly) by officers and directors of the Company as of May 31, 2006, are as follows:

|                                            |                                   |                                              
|------------------------------------------- | --------------------------------- | ---------------------------------------------
|Name of Director/Officer and
Municipality   | Number of
Issued Shares           | Percentage of the total Issued Share Capital*
|Bedo H. Kalpakian
Richmond, BC, Canada      | 80,501 direct
14,690 indirect (1) | 25.2%                                        
|Jacob H. Kalpakian
Vancouver, BC, Canada    | 75,819 direct
14,690 indirect (1) | 23.9%                                        
|Gregory T. McFarlane
Las Vegas, Nevada, USA | Nil                               | 0%                                           
|J. Wayne Murton
Kelowna, BC, Canada         | Nil                               | 0%                                           
|Penilla Klomp
Richmond, BC, Canada          | Nil                               | 0%                                           

Notes:*

Based on 378,211 issued and outstanding common shares as of May 31, 2006.

(1)

Of these common shares, 29,380 are held by Kalpakian Bros. of B.C. Ltd., a private company of which Bedo H. Kalpakian and Jacob H. Kalpakian are the principal shareholders with equal ownership. (i.e. 14,690 shares each)



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 Companys Annual General Meeting of shareholders held on April 30, 2004, the shareholders of the Company approved the Companys 2004 Stock Option Plan (Exhibit 10.7 - Incorporated by reference)



The Companys 2004 Stock Option Plan, which has replaced the Companys former 2002 and 2003 Stock Option Plans reserves 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 terms of the options are determined at the date of grant.



As of May 31, 2006, there are no incentive stock options granted or outstanding.



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 nor controlled by any other corporation or any foreign government.





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As atMay 31, 2006, 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 Municipality                                                              | Number of
Issued Capital | Percentage of the
Total Issued Share Capital*
|Bedo H. Kalpakian, Richmond, British Columbia and
Jacob H. Kalpakian, Vancouver, British Columbia | 197,129 (1)              | 52.12%                                       
|CDS & Co., Toronto, Ontario**                                                                     | 181,082                  | 42.65%                                       

(1)

Of these common shares, 80,501 are held by Bedo H. Kalpakian directly, 75,819 are held by Jacob H. Kalpakian directly, an aggregate of 29,380 common shares are held by Kalpakian Bros. of B.C. Ltd., a private company of which Bedo H. Kalpakian and Jacob H. Kalpakian are the principal shareholders and 11,429 common shares are held by family members of Jacob H. Kalpakian.

*    Based on378,211 issued and outstanding common shares as ofMay 31, 2006.

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



As atMay 31, 2005, 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 Municipality                                                              | Number of
Issued Capital | Percentage of the
Total Issued Share Capital*
|Bedo H. Kalpakian, Richmond, British Columbia and
Jacob H. Kalpakian, Vancouver, British Columbia | 159,629 (1)              | 46.85%                                       
|CDS & Co., Toronto, Ontario**                                                                     | 99,881                   | 29.31%                                       
|Cede & Co **.                                                                                     | 18,098                   | 5.31%                                        

(1)

Of these common shares, 61,751 are held by Bedo H. Kalpakian directly, 57,069 are held by Jacob H. Kalpakian directly, an aggregate of 29,380 common shares are held by Kalpakian Bros. of B.C. Ltd., a private company of which Bedo H. Kalpakian and Jacob H. Kalpakian are the principal shareholders and 11,429 common shares are held by family members of Jacob H. Kalpakian.

*    Based on340,711 issued and outstanding common shares as ofMay 31, 2005.

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



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: All shares in the following table have been re-stated to give retroactive effect to the Companys 35:1 share consolidation on January 17, 2005.



|                                                                                                   |                                      |                                              
|-------------------------------------------------------------------------------------------------- | ------------------------------------ | ---------------------------------------------
|Name of Shareholder
And Municipality                                                               | Number of
Issued Capital             | Percentage of the
Total Issued Share Capital*
|Bedo H. Kalpakian, Vancouver, British Columbia and
Jacob H. Kalpakian, Vancouver, British Columbia | 118,820 direct(1)
1,094 indirect (2) | 38.4 %                                       
|CDS & Co., Toronto, Ontario**                                                                      | 83,660                               | 26.80%                                       
|Interfranchise Inc., Rosemere, Quebec ***                                                          | 32,143                               | 10.3 %                                       

(1)

Of these common shares, 61,751 are held by Bedo H. Kalpakian directly, 57,069 are held by Jacob H. Kalpakian directly.

(2)

Of these common shares 1,094 shares are held by Kalpakian Bros. of B.C. Ltd., indirectly, a private company of which Bedo H. Kalpakian and Jacob H. Kalpakian are the principal shareholders.

*

Based on10,924,887 pre-consolidated (312,139 post-consolidated) 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.



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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, 2005, the Company had 378,211 issued and outstanding common shares.  The number of outstanding common shares of the Company held in the United States and the number of recorded holders thereof were 18,165 outstanding common shares and 9 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 and certain employees with Las Vegas From Home.com Entertainment Inc. (Las Vegas), a company related by common management, officers and directors.



As of January 1, 2005, the Company and Las Vegas do not have any inter-company related party transactions with regards to Office expenses, Loans, Benefits and Rent.  Las Vegas invoices the Company, on a monthly basis, for a portion of the Rent and Office expenses incurred by Las Vegas.  The Company invoices Las Vegas, on a monthly basis, for a portion of Salaries paid by the Company.During the year ended December 31, 2005, Las Vegas has paid to the Company payroll expenses of $205,608 (2004: $185,450; 2003: $155,796); and other expenses of $1,455 (2004:$14,139; 2003 - $29,629) and Las Vegas charged the Company for its share of rent totalling $6,000 (2004 - $6,032; 2003 - $7,090).



On November 4, 2002, the Company entered into a Licensing Agreement with Las Vegas from Home.com Entertainment Inc. (Las Vegas), a related company, for the joint development of certain Gaming Software consisting of three card games (the three card games Software),  resulting in the three card games Software being equally owned by Las Vegas and the Company.  Las Vegas is the operator of the three card games Software and markets the three card games.  Las Vegas receives 60% of all revenues that are generated from the operation of the three card games Software and the Company receives 40%.  The Companys share of revenues from the three card games Software was $484,804 as of December 31, 2005 (2004: $292,372) (2003: $100,951).  For the three month period ended March 31, 2006, the Companys share of revenues from the three card games Software was $146,304 (2005: $102,360; 2004: $37,608).



Subsequent to year ended December 31, 2005, the Company and Las Vegas determined that it would be in their best interests if the Company would sell its interest in the three card games Software to Las Vegas.



As the Company and Las Vegas have certain common directors and senior officers, both companies jointly appointed an independent third party, namely Evans & Evans Inc. of Vancouver, B.C. (E&E) to provide a valuation and fairness opinion in respect to the proposed transaction.  Independent Board Committees for both companies were appointed to deal with all aspects of the proposed transaction.



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E&E has completed and presented to both Bronx and Las Vegas its Fairness Opinion Letter and Valuation Report.



E&Es Fairness Opinion Letter and Valuation Report has concluded that the proposed transaction would be fair, from a financial point of view, to the shareholders of both Bronx and Las Vegas if:-



1.

Bronxs interest in the three card games Software is valued at $2,400,000; and

2.

Las Vegas is valued at CDN $33,500,000 or $0.36 per share.



Consequently, Bronx entered into a Purchase and Novation Agreement (Exhibit 10.10* - attached) with Las Vegas whereby Bronx agreed to sell all its right, title and interest in and to the three card games Software to Las Vegas for a consideration of 6,670,000 fully paid and non-assessable common shares in the capital of Las Vegas (the Purchase and Novation Agreement).  The Purchase and Novation Agreement received the approval of the TSX Venture Exchange on April 28, 2006.  The closing of the transaction took place on May 5, 2006.  As a result, Las Vegas has purchased Bronxs 50% ownership interest and 40% revenue interest in the three card games Software for a consideration of 6,670,000 common shares of Las Vegas at a deemed price of $0.36 per share.  The 6,670,000 common shares of Las Vegas have been issued to Bronx and are restricted from trading until May 1, 2007.  Concurrently, Bronx has transferred to Las Vegas all of Bronxs right, title and interest in and to the three card games Software and all of Bronxs revenue entitlement from the three card games Software.



Management Services Agreement between the Company, Bedo H. Kalpakian, Jacob H. Kalpakian and Kalpakian Bros. of B.C. Ltd., a company related by common directors, dated November 1, 2001 as amended on August 14, 2003 and on July 1, 2005, by resolutions of the Directors of Bronx, (the Management Services Agreement) (Exhibit 10.4 - Incorporated by reference).   Pursuant to the Management Services Agreement dated November 1, 2001, as amended by the Addendum to the Management Services Agreement dated July 31, 2005 (Exhibit 10.41* - Attached) the aggregate amount of payments made for Management Fees totaled $300,000 during the year ended December 31, 2005, (2004:$240,000) (2003: $180,000) and was paid to Kalpakian Bros. of B.C. Ltd, (the Manager) the principals of which are Bedo H. Kalpakian and Jacob H. Kalpakian, both of whom are directors of the Company.  The Management Services Agreement expires in October, 2006 and is renewable on an annual basis and may be terminated at anytime by either party on three months written notice.  The Company reimburses Kalpakian Bros. of B.C. Ltd., for all travelling and other expenses incurred on behalf of the Company by Kalpakian Bros. of B.C. Ltd.



For the three month period ended March 31, 2006, the Company has paid $90,000 (2005: $60,000) (2004: $60,000) to Kalpakian Bros. of B.C. Ltd., in respect to Management fees.



On January 20, 2004, the Company entered into a Non-Brokered Private Placement Financing Agreement with Las Vegas, a related company, whereby the Company acquired, for investment purposes, 1,250,000 common shares in the capital of Las Vegas at the price of $0.32 per common share, for a total amount of $400,000.  The 1,250,000 Las Vegas common shares have been issued to the Company.



On February 12, 2004, the Company entered into a Non-Brokered Private Placement Financing Agreement with Las Vegas, a related company, whereby the Company acquired, for investment purposes, 2,750,000 common shares in the capital of Las Vegas at the price of $0.30 per common share, for a total amount of $825,000.  The 2,750,000 Las Vegas common shares have been issued to the Company.



On January 7, 2005, the Company acquired for investment purposes, 1,250,000 units (the Las Vegas units) of Las Vegas, at a price of $0.20 per unit.  Each Las Vegas unit consists of one common share and one-half of one warrant.  One whole warrant is required to purchase one Las Vegas common share at $0.25 per share for a period of 24 months.  The 1,250,000 Las Vegas units issued to the Company had a hold



35



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period which expired on May 8, 2005.  The warrants expire on January 7, 2007.  In the future, the Company may either increase or decrease its investment in Las Vegas.



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 24,286 flow-through share units and 28,571 flow-through share units at the purchase price of $3.50 per unit, respectively.  Each unit consists of one common share (the flow-through shares) of the Company and one non-transferable common share purchase warrant (the warrants), each warrant entitling the holder to purchase one common share at a price of $5.25 per share for a period of twelve months and thereafter at a price of $7.00 per share for a further period of twelve months.  All common shares and warrants of the Company pursuant to these Private Placement Financings have been issued.



On April 8, 2004, 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 652 common shares at a price of $5.25 per share have been issued in full satisfaction of the debt totalling $3,424 which was owed by the Company to the Creditor.



Kalpakian Bros. of B.C. Ltd., a private company owned and controlled by two directors of the Company, entered into a Private Placement Financing Agreement with the Company on July 20, 2004, for the purchase of 28,571 units of the securities of the Company at the price of $3.50 per unit for total proceeds to the Company of $100,000.  Each unit consists of one common share in the capital of the Company and one warrant to purchase an additional common share in the capital of the Company.  Each warrant is exercisable at the price of $5.25 per common share if exercised during the first year and at the price of $7.00 per common share if exercised during the second year.  All common shares issued pursuant to this financing had a hold period which expired on November 21, 2004.  The warrants expire on July 20, 2006.



On November 22, 2005, the Company entered into a Private Placement Flow-Through Share Financing Agreement with two Directors of the Company for the purchase of 37,500 units of the securities of the Company at a price of $2.00 per unit for total proceeds to the Company of $75,000.  Each unit consists of common shares (the flow-though 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) for a period of twelve months at a price of $2.00 per flow through warrant share of the Company.



During the year ended December 31, 2005, the Company entered into a Private Placement Financing Agreement with Colt Capital Corp. (Colt) a company related by common directors.  The Company purchased 1,000,000 common shares in the capital of Colt at $0.01 per share for a total purchase price of $10,000.  Subsequent to the year ended December 31, 2005, the Company entered into a second Private Placement Financing Agreement with Colt whereby the Company purchased 1,500,000 common shares in the capital of Colt at $0.01 per share for a total purchase price of $15,000.  As a result, the Company currently owns 2,500,000 common shares in the capital of Colt.  Colt is a reporting issuer in the Provinces of Alberta and British Columbia but its shares are not currently listed for trading on any stock exchange.



The Companys Board of Directors resolved effective as of July 1, 2005, to remunerate two independent Directors for an aggregate monthly amount of $2,501 plus G.S.T.  Pursuant to the resolution, both independent Directors, namely Mr. J. W. Murton and Mr. Gregory T. McFarlane, each receive a monthly remuneration of $1,667 plus G.S.T. and $834 plus G.S.T. respectively.



The Company has hired the services of J.W. Murton & Associates to provide geological services.  J.W. Murton & Associates is a private company owned by a Director of the Company.  As of December 31, 2005, Bronx has paid J.W. Murton & Associates a total amount of $77,815 in respect to the 2005



36



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exploration program on the Extra High Property consisting of $52,130 for geological services and $25,685 for out of pocket expenses.  For the three month period ended March 31, 2006, the Company has paid the sum of $21,750 plus G.S.T. to J. W. Murton & Associates for geological services.



During 2005, 2004 and 2003, none of the directors advanced any funds to the Company, however, during 2004, the Company advanced the sum of $45,000 to a director which bore interest at the Bank of Montreal rate of Prime plus 1% and which was payable on demand. As of December 31, 2004, the total amount receivable, including interest was $45,406.  During the year ended December 31, 2005 the amount owing of $45,406 by a director was fully repaid.



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 & Frankfurt Stock Exchanges;

-

Kalpakian Bros. of B.C. Ltd., a private company incorporated under the laws of the Province of British Columbia, the principal shareholders of which are Jacob H. Kalpakian and Bedo H. Kalpakian, directors of the Company;

-

Blue Rock Mining, Inc., a private Nevada corporation which was a wholly-owned subsidiary of the Registrant and which was dissolved during 2003;

-

Colt Capital Corp, a reporting issuer in the provinces of Alberta and British Columbia, the securities of which are not currently listed on any stock exchange or quotation system.  Colt Capital Corp was incorporated in the Province of Alberta and has been continued into 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;

-

Mountain Capital Inc. (Mountain) a public company listed on the TSX Venture Exchange of which Jacob H. Kalpakian, Bedo H. Kalpakian and J. Wayne Murton are officers, directors and principal shareholders;

-

Touchdown Capital Inc. (Touchdown) a private company incorporated under the laws of British Columbia, of which Jacob H. Kalpakian and Bedo H. Kalpakian are officers, directors and principal shareholders.



Item 7.C. Interests of Experts and Counsel



Not Applicable.



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ITEM 8.  FINANCIAL INFORMATION



Item 8.A.  Financial Statements and Other Information



The Companys Audited Financial Statements for the year ended December 31, 2005, 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, 2005, other than the following:-



1.

Subsequent to the year ended December 31, 2005, the Company entered into a Purchase and Novation Agreement to sell to Las Vegas all of its right, title and interest in and to the three card games Software, (the Purchase & Novation Agreement).  The Purchase & Novation Agreement (Exhibit 10.10*  Attached) received the approval of the TSX Venture Exchange on April 28, 2006. The closing of the transaction took place on May 5, 2006 and as a result, Las Vegas purchased Bronxs 50% ownership interest and 40% revenue interest in the three card games Software for a consideration of 6,670,000 fully paid and non-assessable common shares in the capital of Las Vegas at a deemed price of $0.36 per share. The Las Vegas shares are restricted from trading until May 1, 2007.



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



38



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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. The trading symbol of the Company's common shares when they were listed on the CDNX was "GGG".  During the period commencing from January, 2001, up to July 31, 2001, a total of 373,095 common shares of the Company traded on the CDNX at prices ranging from a high of $0.40 to a low of $0.22.



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 name was changed to Lucky 1 Enterprises Inc. and its 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.  On January 17, 2005, the Companys name was changed to Bronx Ventures Inc. and its share capital was consolidated on the basis of thirty-five-old-for-one-new-common share, and its authorized share capital was subsequently increased to an unlimited number of common and preferred shares without par value. Effective at the opening of business on January 24, 2005, the common shares of Lucky 1 Enterprises Inc. were de-listed, and the common shares of Bronx Ventures Inc. commenced trading on the OTC Bulletin Board in the U.S.A. under the trading symbol BRXVF.



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.



OTC BULLETIN BOARD

Trading Range

|                                 |            |           |          
|-------------------------------- | ---------- | --------- | ---------
|Five Most Recent Financial Years | U.S.$ High | U.S.$ Low | Volume   
|2001                             | 0.32       | 0.07      | 412,400  
|2002                             | 0.61       | 0.02      | 673,500  
|2003                             | 2.00       | 0.199     | 1,257,800
|2004                             | 0.59       | 0.05      | 1,282,700
|2005                             | 4.65       | 2.31      | 370,800  
|Two Most Recent Financial Years  |            |           |          
|Year 2004                        |            |           |          
|Jan 1  Mar 31                   | 0.35       | 0.15      | 243,400  
|Apr 1  Jun 30                   | 0.59       | 0.15      | 375,200  
|Jul 1  Sep 30                   | 0.12       | 0.05      | 273,100  
|Oct 1  Dec 31                   | 0.25       | 0.05      | 391,000  
|                                 |            |           |          
|Year 2005                        |            |           |          
|Jan 1  Mar 31                   | 8.00       | 0.20      | 254,600  
|Apr 1  Jun 30                   | 7.50       | 3.05      | 42,300   
|Jul 1  Sep 30                   | 7.00       | 3.25      | 16,300   
|Oct 1  Dec 31                   | 4.50       | 2.30      | 57,600   
|Year 2006                        |            |           |          
|Jan 1  Mar 31                   | 3.95       | 1.85      | 53,339   
|Six Most Recent Months           |            |           |          
|December 2005                    | 2.55       | 2.30      | 11,700   
|January 2006                     | 3.95       | 1.85      | 18,731   
|February 2006                    | 3.95       | 2.40      | 31,236   
|March 2006                       | 2.65       | 2.35      | 3,372    
|April 2006                       | 3.45       | 2.00      | 54,410   
|May 2006                         | 3.30       | 2.51      | 29,813   





39



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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.  The current trading symbol of the Companys common shares on the OTC Bulletin Board is BRXVF.  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. The Company must meet certain requirements in order to have its securities listed for trading on the CNQ.  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



Effective January 17, 2005, the Companys name was changed to Bronx Ventures Inc., its share capital was consolidated on a 35:1 basis, and the Companys authorized capital was increased to an unlimited number of common and preferred shares, both without par value.



The authorized share capital of the Company consists of an unlimited number of common and preferred shares without par value of which 378,211 common shares are issued and outstanding as of May 31, 2006, and no preferred shares have been issued.



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 Data
as of May 31, 2006 | No. of Common Shares | No. of  Preferred Shares | Exercise Price | Expiry Date                 
|Issued and Outstanding
as at May 31, 2006 | 378,211              | Nil                      | N/A            | N/A                         
|Stock Options                             | -                    | Nil                      | N/A            | N/A                         
|Warrants                                  | 66,071               | Nil                      | Cdn$2.00-$7.00 | July 20/06 to December 30/06
|Fully Diluted as at
May 31, 2006          | 444,282              | Nil                      | N/A            | N/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.



The following summarizes the warrants that have been granted, exercised, cancelled or expired during the years ended December 31, 2005 and 2004.



|                           |           |                 
|-------------------------- | --------- | ----------------
|                           | Number    | Exercise        
|                           | of Shares | Price           
|                           |           |                 
|Balance, December 31, 2003 | 208,286   | $ 5.25 to $ 7.00
|Granted                    | 57,142    | $ 5.25 to $ 7.00
|Expired                    | (184,000) | $ 5.25 to $ 7.00
|                           |           |                 
|Balance, December 31, 2004 | 81,428    | $ 5.25 to $ 7.00
|Granted                    | 37,500    | $ 2.00          
|Expired                    | (24,286)  | $ 5.25 to $ 7.00
|                           |           |                 
|Balance, December 31, 2005 | 94,642    | $ 2.00 to $ 7.00



At December 31, 2005, the following warrants are exercisable and outstanding.  The warrants entitle the holder to purchase the stated number of common shares at the exercise price with the following expiry dates.



|                     |          |                  |       
|-------------------- | -------- | ---------------- | ------
|                     | Exercise | Number of Shares
|Expiry Date          | Price    | 2005             | 2004  
|                     |          |                  |       
|March 10, 2005 or    | $ 5.25   |                  |       
|March 10, 2006       | $ 7.00   | 28,571           | 28,571
|July 20, 2005 or     | $ 5.25   |                  |       
|July 20, 2006        | $ 7.00   | 28,571           | 28,571
|December 31, 2004 or | $ 5.25   |                  |       
|December 30, 2005    | $ 7.00   | 0                | 24,286
|December 30, 2006    | $ 2.00   | 37,500           | 0     
|                     |          |                  |       
|Balance, end of year |          | 94,642           | 81,428





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At March 31, 2006, 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 Date            | Exercise
Price | Number of
Warrants
|                       |                |                   
|July 20, 2005 or       | $ 5.25         |                   
|July 20, 2006          | $ 7.00         | 28,571            
|                       |                |                   
|December 30, 2006      | $ 2.00         | 37,500            
|                       |                |                   
|Balance, end of Period | $2.00 - $7.00  | 66,071            





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 (See Exhibit 10.7  Incorporated by reference)



The following summarizes the employee and director stock options that have been granted, exercised, cancelled and expired during the years ended December 31, 2005 and 2004.



|                           |           |                         
|-------------------------- | --------- | ------------------------
|                           | Number    | Exercise                
|                           | of Shares | Price                   
|                           |           |                         
|Balance, December 31, 2003 |           | US $ 5.25 to Cdn $ 78.75
|Granted                    | 27,748    | US $ 5.25               
|Expired                    | (20,147)  | US $ 5.25 to Cdn $ 78.75
|                           |           |                         
|Balance, December 31, 2004 |           | US $ 5.25 to Cdn $ 78.75
|Expired                    | (27,970)  | US $ 5.25 to Cdn $ 78.75
|                           |           |                         
|Balance, December 31, 2005 |           |                         





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The following summarizes the stock options that have been granted, exercised, cancelled and expired during the three month period ended March 31, 2006.



|                            |  |                      |  |                            
|--------------------------- |  | -------------------- |  | ---------------------------
|Stock Options               |  | Number of options ** |  | Exercise price per option $
|Balance beginning of period |  | Nil                  |  | N/A                        
|Options expired             |  | -                    |  | -                          
|Options granted             |  | -                    |  | -                          
|Options exercised           |  | -                    |  | -                          
|Options cancelled           |  | -                    |  | -                          
|Balance end of period       |  | Nil                  |  | N/A                        

** One option is required to purchase 1 (one) common share.



As at March 31, 2006, there are no stock options which are outstanding.



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



Authorized:  Unlimited number of Common and Preferred shares without par value, of which there are no preferred shares issued.



|                                               |           |   |            |            
|---------------------------------------------- | --------- | - | ---------- | -----------
|                                               | Number of |   |            |            
|                                               | Common    |   |            | Contributed
|                                               | Shares    |   | Amount     | Surplus    
|                                               |           |   |            |            
|Balance, December 31, 2003                     |           |   |            | 67,582     
|Private placement                              | 57,143    |   | 200,000    | -          
|Shares issued for settlement of debt           | 652       |   | 3,424      | -          
|Stock based compensation                       | -         |   | -          | 146,268    
|                                               |           |   |            |            
|Balance, December 31, 2004                     |           | $ |            | 213,850    
|Future income tax recovery on renounced shares | -         |   | (56,992)   | -          
|Private Placement                              | 37,500    |   | 75,000     | -          
|                                               |           |   |            |            
|Balance December 31, 2005                      | 378,211   |   | 22,680,846 | 213,850    



All common shares and per share amounts have been restated to give retroactive effect to the 35:1 share consolidation.



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Item 10.B. Articles of Association



The Companys shareholders considered and approved a special resolution to adopt new Articles for the Company at the Companys Special Meeting which was held on January 10, 2005, (Exhibit 3.2 - 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, (Exhibit 10.2 - 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).



Subsequent to the year ended December 31, 2005, the Company entered into a Purchase and Novation Agreement (Exhibit 10.10*  Attached) to sell to Las Vegas all of its right, title and interest in and to the three card games Software, (the Purchase & Novation Agreement).  The Purchase & Novation Agreement received the approval of the TSX Venture Exchange on April 28, 2006.  The closing of the transaction took place on May 5, 2006 and as a result, Las Vegas purchased Bronxs 50% ownership interest and 40% revenue interest in the three card games Software for a consideration of 6,670,000 fully paid and non-assessable common shares in the capital of Las Vegas at a deemed price of $0.36 per share which are restricted from trading until May 1, 2007.



The Company entered into an Investment Agreement (Exhibit 10.6- Incorporated by reference) on January 26, 2004, with Interfranchise Inc., whereby the Company purchased a 10% interest in the Inter-Café Project for $90,000.



On March 26, 2004, Bronx entered into an Option Agreement (Exhibit 10.5- Incorporated by reference) 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.



The Management Services Agreement dated November 1, 2001, (Exhibit 10.4  Incorporated by reference) and Addendum to the Management Services Agreement (Exhibit 10.41* - Attached) entered into between the Company, Bedo H. Kalpakian, Jacob H. Kalpakian and Kalpakian Bros. of B.C. Ltd., a private company related by common directors, pays Kalpakian Bros. of B.C. Ltd. a management fee of $30,000 plus G.S.T. per month.  The Management Services Agreement is automatically renewable on a year by year basis and may be terminated by either party on three months written notice.  The Company reimburses Kalpakian Bros. of B.C. Ltd., for all travelling and other expenses incurred on behalf of the Company by Kalpakian Bros. of B.C. Ltd.



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.



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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 BRONX VENTURES INC.



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



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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 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



BRONX VENTURES INC. ("Bronx") 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 Bronx.



Since Bronx has satisfied the PFIC criteria for at least one taxable year since 1986, while a shareholder holds shares in Bronx, 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



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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 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



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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 Bronx 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 THE COMPANYS COMMON SHARES SHOULD CONSULT THEIR TAX ADVISORS WITH REGARD TO THE APPLICATION OF CANADIAN, U.S. AND OTHER TAX LAWS TO THEIR PARTICULAR SITUATION.



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 2005 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.



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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 approximate their carrying amounts because of their short term to maturity.  The fair value of marketable securities approximate quoted market values.



(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 a related party because the funds are held in a recognized financial institution.



(d)

Market risk



The Company is exposed to significant market risk with respect to marketable securities from adverse fluctuations in their market value and in the event the marketable securities are de-listed from public trading.



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 the end of the period covered by this Annual Report on Form 20-F.



49



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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 changes in our internal controls or in other factors that could affect these controls subsequent to the date of evaluation by our Chief Executive Officer and Chief Financial Officer.



[Exhibit *31.1]



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.C.3. 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 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. (Exhibit 14.1 Incorporated by reference)



The Code of Ethics can be accessed electronically at http://www.Bronxventures.com .



Item 16.C. Auditors Fees & Services



(a)

Audit Fees: The aggregate fees billed for each of the last three fiscal years by the Companys Auditors were (2005: $31,399) (2004: $19,143) and (2003:$12,388).

(b)

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

(c)

Tax Fees: Tax fees were (2005: $1,500) (2004: $900) and (2003: $600) which are included in the amounts disclosed in item (a) above.

(d)

All other Fees: There were no other fees.



For further details with respect to the Audit Committees Charter included in the Companys Information Circular dated April 14, 2006. (Exhibit 20.1  Incorporated by reference)



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.  All amounts which exceed the authorized amounts require further approval from the Audit Committee.



50



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ITEM 17.  FINANCIAL STATEMENTS



The Companys Audited Financial Statements for the year ended December 31, 2005 and 2004, together with the report of the auditors, Smythe Ratcliffe, Chartered Accountants, are filed as part of this annual report.  The Company's financial statements are stated in Canadian dollars (Cdn $)



A) Index to Financial Statements



i) Financial Statements



-Report of Independent Registered Public Accounting Firm

for the years 2005 and 2004

Page 55



-Comments by Independent Accountants



for United States Readers on Canada



- United States Reporting Conflict

Page 55



-Balance Sheets as at December 31, 2005 and December 31, 2004

Page 56



-Statements of Operations and Deficit for

the years ended December 31, 2005, 2004 and 2003



Page 57



-Statements of Cash Flows for the years ended December 31, 2005,

2004 and 2003

Page 58



-Notes to the Financial Statements



Page 59-79





ITEM 18.   FINANCIAL STATEMENTS



The Company's financial statements 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



3.1

Certificate of Incorporation and Memorandum and Articles (Incorporated by reference 

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

3.2

New Articles (Incorporated by reference) Static Copy of British Columbia

Business Corporations Act (BCBCA). Previously filed on Form 20-F 2004 (SEC Accession No. 0000945234-05-000483)http://www.sec.gov/Archives/edgar/data/825171/000094523405000483/o17223exv3w2.htm

10.1.

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

http://www.sec.gov/Archives/edgar/data/825171/000113717103000199/form20f2002bcl.htm

10.2

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)

http://www.sec.gov/Archives/edgar/data/825171/000113717103000289/lucky20fa.htm

10.4

Management Services Agreement, (Incorporated by reference - previously filed on Form 20-F, 2001 as amended on August 14, 2003 and July 1, 2005) http://www.sec.gov/Archives/edgar/data/825171/999999999702037711/9999999997-02-037711.txt

10.41* Addendum to the Management Services Agreement dated July 31, 2005 (Attached)

10.5

Property Option Agreement  Previously filed on Form 20-F 2003. (SEC Accession No. 0001137171-04-000850)http://www.sec.gov/Archives/edgar/data/825171/000113717104000850/option.htm



51



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10.6

Investment Agreement in the Intercafé Project - Previously filed on Form 20-F 2003.  (SEC Accession No. 0001137171-04-000850)http://www.sec.gov/Archives/edgar/data/825171/000113717104000850/ex9.htm

10.7

2004 Stock Option Plan - Previously filed on Form 20-F 2003. (SEC Accession No. 0001137171-04-000850)http://www.sec.gov/Archives/edgar/data/825171/000113717104000850/ex93.htm

10.8

Debt Settlement Agreement dated August 15, 2003  Previously filed on Form 20-F 2003. (SEC Accession No. 0001137171-04-000850http://www.sec.gov/Archives/edgar/data/825171/000113717104000850/debtsettlement.htm

10.9

Debt Settlement Agreement dated April 8, 2004  Previously filed on Form 20-F 2003. (SECAccession No. 0001137171-04-000850)http://www.sec.gov/Archives/edgar/data/825171/000113717104000850/debtsettlement2.htm

10.10*

Purchase and Novation Agreement (Attached)



11.1*

Statement explaining in reasonable detail how earnings/loss per share is calculated

Page 83



14.1

Code of Ethics - Previously filed on Form 20-F 2003. (SEC Accession No.
0001137171-04-000850)http://www.sec.gov/Archives/edgar/data/825171/000113717104000850/ex96.htm



20.1

Notice of Annual General Meeting, 2006 and Management Proxy Materials

(Incorporated by reference  previously filed on Form 6-K May 02, 2006 (Accession Number 0001309014-06-000333)http://www.sec.gov/Archives/edgar/data/825171/000130901406000333/exhibit1.htmhttp://www.sec.gov/Archives/edgar/data/825171/000130901406000333/exhibit2.htm

20.2

Notice of Annual General Meeting, 2005 and Management Proxy Materials

Incorporated by reference - previously filed on Form 6-K May 30, 2005)

http://www.sec.gov/Archives/edgar/data/825171/000130901405000254/exhibit2.htm

20.3

Notice of Special General Meeting, 2005 and Management Proxy Materials

(Incorporated by reference - previously filed on Form 6-K December 3, 2004)

http://www.sec.gov/Archives/edgar/data/825171/000113717104001556/ex2.htm



31.1*
Sarbanes Oxley Act Section 302, Certified by Bedo H.
Kalpakian, President (Attached)

Page 84



32.1* Sarbanes Oxley Act Section 906, Certified

by Bedo H. Kalpakian, C.E.O & C.F.O. (Attached)

Page 85



99. * Financial Exhibits:  (unaudited)



99.1*

Schedules I - Marketable Securities - Other Investments



Page 80



99.2*

Schedules II - Amounts Receivable from Related Parties and Underwriters,

Promoters and Employees other than Related Parties

Page 81



99.3*

Schedules III & IV - Property, Plant and Equipment and Accumulated

Depreciation, Depletion and Amortization of Property, Plant and Equipment

Page 82



* Filed Herewith (Attached)





















52



---



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(2005) and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.













BRONX VENTURES INC.



Bedo H. Kalpakian



Bedo H. Kalpakian

President







Dated this 31st day of May, 2006.



53



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BRONX VENTURES INC.



Financial Statements

December 31, 2005 and 2004













Index

Page



Report of Independent Registered Public Accounting Firm

55



Financial Statements



Balance Sheets

56



Statements of Operations and Deficit

57



Statements of Cash Flows

58



Notes to Financial Statements

59-79





54



---







REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



TO THE SHAREHOLDERS OF BRONX VENTURES INC.



We have audited the balance sheets of Bronx Ventures Inc. as at December 31, 2005 and 2004 and statements of operations and deficit, and cash flows for the years ended December 31, 2005, 2004 and 2003. 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 Canadian generally accepted auditing standards and the standards of the United States Public Company Accounting Oversight Board (PCAOB). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.



In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2005 and 2004 and the results of its operations and its cash flows for the years ended December 31, 2005, 2004 and 2003 in accordance with Canadian generally accepted accounting principles, which differ in certain aspects from accounting principles generally accepted in the United States as discussed in note 14.



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 February 9, 2006 is also expressed in accordance with Canadian reporting standards that 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 (signed)



Chartered Accountants

Vancouver, Canada

February 9, 2006



COMMENTS BY AUDITORS FOR US READERS ON CANADA-US REPORTING DIFFERENCES



In the United States, reporting standards of the PCAOB 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 those described in note 2 to the financial statements. Our report to the shareholders dated February 9, 2006 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.



As discussed in note 5 to the financial statements, an error resulting in an overstatement of previously reported net loss for the year ended December 31, 2004 was discovered during the current year.  Accordingly, the 2004 financial statements have been restated and an adjustment has been made to retained earnings as of January 1, 2005 to correct the error.



Smythe Ratcliffe (signed)



Chartered Accountants

Vancouver, Canada

February 9, 2006



-55 -



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BRONX VENTURES INC.

Balance Sheets(note 5)

December 31

(Canadian Dollars)



|                                               |   |              |   |             
|---------------------------------------------- | - | ------------ | - | ------------
|                                               |   | 2005         |   | 2004        
|                                               |   |              |   | (note 5)    
|Assets                                         |   |              |   |             
|Current                                        |   |              |   |             
|Cash and term deposits                         | $ | 177,892      | $ | 287,488     
|Marketable securities (note 6)                 |   | 301,095      |   | 66,956      
|Accounts receivable                            |   | 15,358       |   | 0           
|Receivable from related parties (note 11)      |   | 61,098       |   | 257,729     
|Cash held on behalf of related party (note 11) |   | 1,218        |   | 583,670     
|Total Current Assets                           |   |              |   |             
|Mineral Property (note 9)                      |   | 291,339      |   | 31,932      
|Furniture and Equipment (note 8)               |   | 4,492        |   | 9,898       
|                                               |   |              |   |             
|Total Assets                                   | $ | 852,492      | $ | 1,237,673   
|                                               |   |              |   |             
|Liabilities                                    |   |              |   |             
|Current                                        |   |              |   |             
|Accounts payable and accruals                  | $ | 23,628       | $ | 24,390      
|Payable to related parties (note 11)           |   | 8,509        |   | 9,202       
|Cash held on behalf of related party           |   | 1,218        |   | 583,670     
|                                               |   |              |   |             
|Total Liabilities                              |   | 33,355       |   | 617,262     
|                                               |   |              |   |             
|Shareholders Equity                           |   |              |   |             
|Capital Stock (note 10)                        |   | 22,680,846   |   | 22,662,838  
|Contributed Surplus                            |   | 213,850      |   | 213,850     
|Deficit                                        |   | (22,075,559) |   | (22,256,277)
|Total Shareholders Equity                     |   |              |   |             
|                                               |   |              |   |             
|Total Liabilities and Shareholders Equity     | $ | 852,492      | $ | 1,237,673   



Commitments and Subsequent Events (notes 15 and 16)

On behalf of the Board:



Bedo H. Kalpakian

.....................................................................  Director

Bedo H. Kalpakian



J.W. Murton

.....................................................................  Director

J.W. Murton



- 56 -

See notes to financial statement





---

BRONX VENTURES INC.

Statements of Operations and Deficit

Years Ended December 31

(Canadian Dollars)



|                                             |   |              |   |              |   |             
|-------------------------------------------- | - | ------------ | - | ------------ | - | ------------
|                                             |   | 2005         |   | 2004         |   | 2003        
|                                             |   |              |   | (note 5)     |   | (note 3(h)) 
|Revenues                                     | $ | 484,804      | $ | 292,372      | $ | 100,951     
|Expenses                                     |   |              |   |              |   |             
|Management fees (note 11)                    |   | 300,000      |   | 240,000      |   | 180,000     
|Salaries and benefits                        |   | 49,717       |   | 153,354      |   | 88,961      
|Legal, accounting and audit                  |   | 30,563       |   | 83,632       |   | 46,280      
|Regulatory and transfer fees                 |   | 20,696       |   | 8,213        |   | 8,735       
|Finance, interest and foreign exchange       |   | 16,106       |   | 6,305        |   | 3,202       
|Directors fees                              |   | 15,006       |   | 0            |   | 0           
|Office and miscellaneous                     |   | 13,024       |   | 17,861       |   | 19,443      
|Telephone                                    |   | 6,026        |   | 2,885        |   | 2,404       
|Rent                                         |   | 6,000        |   | 6,032        |   | 7,090       
|Travel, meals and entertainment              |   | 2,264        |   | 190          |   | 2,357       
|Mineral license fees                         |   | 2,212        |   | 2,212        |   | 0           
|Shareholder communication                    |   | 1,069        |   | 5,054        |   | 1,678       
|Amortization                                 |   | 5,406        |   | 3,180        |   | 6,686       
|                                             |   | 468,089      |   | 528,918      |   | 366,836     
|Income (Loss) Before Other Items             |   | 16,715       |   | (236,546)    |   | (265,885)   
|Other Items                                  |   |              |   |              |   |             
|Interest income                              |   | 1,225        |   | 1,002        |   | 1,425       
|Write-down of investment in Inter-Café       |   |              |   |              |   |             
|Project (note 7)                             |   | 0            |   | (90,000)     |   | 0           
|Write-down of mineral property               |   | 0            |   | 0            |   | (4)         
|Gain on sale of securities, net              |   | 105,786      |   | 69,386       |   | 104,295     
|Abandonment of subsidiary                    |   | 0            |   | 0            |   | 55,872      
|                                             |   | 107,011      |   | (19,612)     |   | 161,588     
|Income (Loss) Before Income Tax              |   | 123,726      |   | (256,158)    |   | (104,297)   
|Future Income Tax Recovery on                |   |              |   |              |   |             
|Expenditures Renouncement(note 13)           |   | 56,992       |   | 0            |   | 0           
|Net Income (Loss) for Year                   |   | 180,718      |   | (256,158)    |   | (104,297)   
|Deficit, Beginning of Year(notes 3(i)
and 5) |   | (22,256,277) |   | (22,000,119) |   | (21,895,822)
|                                             |   |              |   |              |   |             
|Deficit, End of Year(notes 3(i) and 5)       | $ | (22,075,559) | $ | (22,256,277) | $ | (22,000,119)
|Basic Net Earnings (Loss) Per                |   |              |   |              |   |             
|Common Share                                 |   | $ 0.53       |   | $ (0.79)     |   | $ (0.43)    
|Diluted Earnings Per Share                   |   | $ 0.53       |   | N/A          |   | N/A         
|Weighted Average Number of Common            |   |              |   |              |   |             
|Shares Outstanding                           |   | 341,944      |   | 322,269      |   | 241,321     



- 57 -

See notes to financial statement





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BRONX VENTURES INC.

Statements of Cash Flows

Years Ended December 31

(Canadian Dollars)



|                                                |   |           |   |             |   |          
|----------------------------------------------- | - | --------- | - | ----------- | - | ---------
|                                                |   | 2005      |   | 2004        |   | 2003     
|                                                |   |           |   | (note 5)    |   |          
|Operating Activities                            |   |           |   |             |   |          
|Net income (loss)                               | $ | 180,718   | $ | (256,158)   | $ | (104,297)
|Items not involving cash                        |   |           |   |             |   |          
|Amortization                                    |   | 5,406     |   | 3,180       |   | 6,686    
|Stock-based compensation                        |   | 0         |   | 146,268     |   | 67,582   
|Write-down of mineral properties                |   | 0         |   | 0           |   | 4        
|Write-down of investment in Inter-Café          |   |           |   |             |   |          
|Project (note 7)                                |   | 0         |   | 90,000      |   | 0        
|Gain on sale of securities                      |   | (105,786) |   | (69,386)    |   | (104,295)
|Future income tax recovery                      |   | (56,992)  |   | 0           |   | 0        
|Abandonment of subsidiary                       |   | 0         |   | 0           |   | (55,872) 
|                                                |   |           |   |             |   |          
|Operating Cash Flow                             |   | 23,346    |   | (86,096)    |   | (190,192)
|Changes in Non-Cash Working Capital             |   |           |   |             |   |          
|(note 12)                                       |   | 179,818   |   | (333,817)   |   | 16,406   
|                                                |   |           |   |             |   |          
|Cash Provided by (Used in) Operating Activities |   | 203,164   |   | (419,913)   |   | (173,786)
|                                                |   |           |   |             |   |          
|Financing Activities                            |   |           |   |             |   |          
|Issue of shares, net of issue costs             |   | 75,000    |   | 200,000     |   | 735,000  
|Finders fee                                    |   | 0         |   | 0           |   | (45,000) 
|                                                |   |           |   |             |   |          
|Cash Provided by Financing Activities           |   | 75,000    |   | 200,000     |   | 690,000  
|                                                |   |           |   |             |   |          
|Investing Activities                            |   |           |   |             |   |          
|Proceeds on sale of marketable securities       |   | 152,217   |   | 1,809,475   |   | 354,295  
|Purchase of interest in long-term               |   |           |   |             |   |          
|investment                                      |   | 0         |   | (65,000)    |   | (25,000) 
|Investment in mineral property                  |   | (259,407) |   | (31,932)    |   | 0        
|Purchase of marketable securities               |   | (280,570) |   | (1,278,815) |   | (778,200)
|                                                |   |           |   |             |   |          
|Cash Provided by (Used in) Investing Activities |   | (387,760) |   | 433,728     |   | (448,905)
|                                                |   |           |   |             |   |          
|Inflow (Outflow) of Cash                        |   |           |   |             |   |          
|Cash and Term Deposits, Beginning of Year       |   | 287,488   |   | 73,673      |   | 6,364    
|                                                |   |           |   |             |   |          
|Cash and Term Deposits, End of Year             | $ | 177,892   | $ | 287,488     | $ | 73,673   

1.

NATURE OF OPERATIONS



The Company was incorporated on August 24, 1984 in British Columbia.  The principal business of the Company is the exploration and development of natural resource properties with interests in the Extra High



- 58 -

See notes to financial statement





---

Property located in British Columbia and Lithium mineral properties located in Ontario.



The Company also has an investment in software for online gaming and an investment in the securities of a publicly listed related company.  The Companys revenues are derived from its investment in online gaming software.



The Company's common shares trade on the OTC Bulletin Board in the USA under the trading symbol BRXVF.



On January 17, 2005, Lucky 1 Enterprises Inc. changed its name to Bronx Ventures Inc., due to its capital stock being consolidated on the basis of 35 (old) common shares for 1 (new) common share and its authorized capital stock being increased to an unlimited number of common and preferred shares without par value.



Effective at the opening of business on January 24, 2005, the common shares of Lucky 1 Enterprises Inc. were de-listed from trading on the OTC Bulletin Board in the USA.  The common shares of Bronx Ventures Inc. then commenced trading on the OTC Bulletin Board under the trading symbol BRXVF.



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.



Until the current year the Company has incurred significant operating losses and has periodically had a working capital deficiency.  Management's efforts are directed at 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 without interruption.



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



If the "going-concern" assumptions 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.





- 59 -





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3.

SIGNIFICANT ACCOUNTING POLICIES



(a)

Basis of presentation



These financial statements are prepared in accordance with Canadian generally accepted accounting principles and are stated in Canadian dollars.



(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 amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates and would impact future results of operations and cash flows.



(c)

Marketable securities



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



(d)

Mineral properties



The Company capitalizes all costs related to investments in mineral property interests on a property-by-property basis.  Such costs include mineral property acquisition costs and exploration and development expenditures, net of any recoveries.  Costs are deferred until such time as the extent of mineralization has been determined and mineral property interests are either developed, the property is sold or the Companys mineral rights are allowed to lapse.



All capitalized costs are reviewed, on a property-by-property basis, to consider whether there are any conditions that may indicate impairment.  When the carrying value of a property exceeds its net recoverable amount (as estimated by quantifiable evidence of an economic geological resource or reserve or by reference to option or joint venture expenditure commitments) or when, in the Companys assessment, it will be unable to sell the property for an amount greater than the deferred costs, the property is written down for the impairment in value.



From time to time the Company may acquire or dispose of a mineral property interest pursuant to the terms of an option agreement.  As such options are exercisable entirely at the discretion of the optionee, the amounts payable or receivable are not recorded at the time of the agreement.  Option payments are recorded as property costs or recoveries when the payments are made or received.



Capitalized costs are depleted over the useful lives of the properties upon commencement of commercial production or written off if the properties are abandoned or the applicable mineral rights are allowed to lapse.





- 60 -





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3.

SIGNIFICANT ACCOUNTING POLICIES(Continued)



(e)

Amortization



Property and equipment are recorded at cost.  The Company amortizes its assets on a declining-balance basis as follows:



Furniture and equipment

-  20%

Computer equipment

-  30%



(f)

Asset retirement obligations



An asset retirement obligation is a legal obligation associated with the retirement of tangible long-lived assets the Company is required to settle.  This would include obligations related to future removal of property and equipment, and site restoration costs.  The Company recognizes the fair value of a liability for an asset retirement obligation in the year in which it is incurred when a reasonable estimate of the fair value can be made.  The carrying amount of the long-lived asset is increased by the same amount as the liability.   The adoption of this accounting policy has not affected the Companys financial statements.



(g)

Income taxes



The Company follows the liability method based on the accounting recommendations for income taxes issued by the CICA.  Under the liability method, future income tax assets and liabilities are computed based on differences between the carrying amounts 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.



(h)

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 these revenues as they are reported and received by Las Vegas.



(i)

Stock-based compensation plans



Effective January 2004, the Company adopted the new requirements of the Canadian Institute of Chartered Accountants (CICA) Handbook Section 3870, which requires an expense to be recognized in the financial statements for all forms of employee stock-based compensation, including stock options.  Previously, the Company did not record any compensation cost on the granting of stock options to employees and directors, as the exercise price was equal to or greater than the market price at the date of the grants.



Options granted are accounted for using the fair value method where compensation expense is calculated using the Black-Scholes option pricing model.





- 61 -





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3.

SIGNIFICANT ACCOUNTING POLICIES(Continued)



(i)

Stock-based compensation plans (Continued)



As a result of this change in accounting, the 2004 opening deficit was restated on a retroactive basis to show the effect of compensation expense associated with stock options granted to employees and directors from January 1, 2003 to December 31, 2003, which amounted to $64,122 and an increase in contributed surplus from $3,460 to $67,582.



(j)

Earnings (loss) per share



Basic earnings (loss) per share is computed using the weighted average number of common shares outstanding during the year.



Diluted earnings per share amounts are calculated giving effect to the potential dilution that would occur if securities or other contracts to issue common shares were exercised or converted to common shares.  The treasury stock method is used to determine the dilutive effect of stock options and other instruments.  The treasury stock method assumes that proceeds received from the exercise of stock options and warrants are used to repurchase common shares at the prevailing market rates.  Stock options and warrants that are anti-dilutive are not included in the calculation.



The dilutive effect of options and warrants was not reflected in loss per share for 2004 and 2003 as the effect would have been anti-dilutive.



(k)

Flow-through common shares



The Company finances its exploration programs through the issuance of flow-through common shares.  Income tax deductions relating to these expenditures are claimable only by the investors.  Proceeds from common shares issued pursuant to flow-through financings are credited to capital stock.



(l)

Foreign currency translation



The functional currency of the Company is the Canadian dollar.  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 amortization, which is 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 income (loss) for the year.





- 62 -





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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 approximate their carrying amounts because of their short term to maturity.  The fair value of marketable securities approximate quoted market values, as disclosed in note 6.



(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 a related party because the funds are held in a recognized financial institution.



(d)

Market risk



The Company is exposed to significant market risk with respect to marketable securities from adverse fluctuations in their market value and in the event the marketable securities are delisted from public trading.





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5.

GAIN ON SALE OF MARKETABLE SECURITIES RESTATEMENT



The financial statements for the year ended December 31, 2004 have been restated to reflect proceeds and gain from securities sold and not recorded as being sold in 2004.  The Company has restated the 2004 financial statements as follows:



|                                                            |   |           
|----------------------------------------------------------- | - | ----------
|                                                            |   |           
|Proceeds on Sale of Securities,net                          |   |           
|As previously reported (before reclassification $1,591,501) | $ | 1,540,517 
|As restated                                                 | $ | 1,809,475 
|                                                            |   |           
|Gain (Loss) on Sale of Securities,net                       |   |           
|As previously reported (before reclassification $7,067)     | $ | (43,917)  
|As restated                                                 | $ | 69,386    
|                                                            |   |           
|Net Loss                                                    |   |           
|As previously reported                                      | $ | 369,461   
|As restated                                                 | $ | 256,158   
|                                                            |   |           
|Deficit                                                     |   |           
|As previously reported                                      | $ | 22,369,580
|As restated                                                 | $ | 22,256,277
|                                                            |   |           
|Cash and Term Deposits                                      |   |           
|As previously reported                                      | $ | 18,530    
|As restated                                                 | $ | 287,488   
|                                                            |   |           
|Marketable Securities                                       |   |           
|As previously reported                                      | $ | 222,611   
|As restated                                                 | $ | 66,956    



Certain prior year figures have been reclassified to agree to current years presentation.



6.

MARKETABLE SECURITIES



|                                                           |   |         |   |       
|---------------------------------------------------------- | - | ------- | - | ------
|                                                           |   | 2005    |   | 2004  
|                                                           |   |         |   |       
|Marketable securities (market - $580,628; 2004 - $113,935) | $ | 301,095 | $ | 66,956



The Company owns 1,393,506 shares (1.51%) of the total outstanding shares in the capital of Las Vegas, a related party as of December 31, 2005 (2004  489,500 shares, or 0.70%).  The market value is determined based on the stock price of marketable securities at December 31, 2005.





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7.

INVESTMENT IN INTER-CAFÉ PROJECT



During 2003, the Company made a down payment of $25,000 on an investment in the Inter-Café Project, a business development concept developed by Interfranchise Inc. to introduce online gaming to an Internet Café environment.  The agreement with Interfranchise Inc. required an additional payment of $65,000 to acquire a 10% interest in the Inter-Café Project.  During 2004, the Company paid the remaining $65,000 for a total investment of $90,000 by the Company in the Inter-Café Project.  The Company subsequently wrote off this investment since recovery on the investment became doubtful.



8.

FURNITURE AND EQUIPMENT



|                        |      |         |   |              |   |      
|----------------------- | ---- | ------- | - | ------------ | - | -----
|                        | 2005
|                        |      |         |   | Accumulated  |   |      
|                        |      | Cost    |   | Amortization |   | Net  
|                        |      |         |   |              |   |      
|Furniture and equipment | $    | 126,494 | $ | 122,002      | $ | 4,492



|                        |      |         |   |              |   |      
|----------------------- | ---- | ------- | - | ------------ | - | -----
|                        | 2004
|                        |      |         |   | Accumulated  |   |      
|                        |      | Cost    |   | Amortization |   | Net  
|                        |      |         |   |              |   |      
|Furniture and equipment | $    | 126,494 | $ | 120,502      | $ | 5,992
|Computer equipment      |      | 35,112  |   | 31,206       |   | 3,906
|                        |      |         |   |              |   |      
|                        | $    | 161,606 | $ | 151,708      | $ | 9,898



9.

MINERAL PROPERTY



On March 26, 2004, the Company entered into an Option Agreement with an arms length party (the Optionor) in respect to certain mineral claims, which are situated in the Kamloops Mining Division in British Columbia (the Extra High Property).  Pursuant to the terms of the Option Agreement as amended on March 8, 2005, the Company has the right to acquire a 100% interest in the Extra High Property, subject to a 1.5% net smelter returns royalty, by making staged cash payments totalling $150,000 and incurring exploration expenditures on the Extra High Property totalling $500,000 over a period of three years.  Upon the Company earning a 100% interest in the Extra High Property, the Company may at any time purchase 50% of the net smelter returns royalty by paying to the Optionor the sum of $500,000 leaving the Optionor with a 0.75% net smelter returns royalty.



The Company has a 100% interest in lithium properties located in the Nipigon area, Thunder Bay Mining Division of northwestern Ontario.  During 2000, the Company wrote-off these mineral properties.



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9.

MINERAL PROPERTY (Continued)



Investment in mineral property consists of costs incurred on the Extra High Property as follows:



|                                   |   |              |   |              |   |              
|---------------------------------- | - | ------------ | - | ------------ | - | -------------
|                                   |   |              |   |              |   | Cumulative to
|                                   |   | December 31, |   | December 31,
|                                   |   | 2004         |   | 2005         |   | 2005         
|                                   |   |              |   |              |   |              
|Acquisition                        | $ | 15,000       | $ | 30,000       | $ | 45,000       
|Staking                            |   | 3,639        |   | 0            |   | 3,639        
|Assessment and miscellaneous       |   | 895          |   | 5,113        |   | 6,008        
|Geological, geochemical, trenching |   |              |   |              |   |              
|and drilling                       |   | 12,398       |   | 224,294      |   | 236,692      
|                                   |   |              |   |              |   |              
|Total                              | $ | 31,932       | $ | 259,407      | $ | 291,339      



10.

CAPITAL STOCK



(a)

Authorized

Unlimited number of common and preferred shares without par value of which there are no preferred shares issued



(b)

Issued



|                                     |           |   |            |   |            
|------------------------------------ | --------- | - | ---------- | - | -----------
|                                     | Number of |   |            |   |            
|                                     | Common    |   |            |   | Contributed
|                                     | Shares    |   | Amount     |   | Surplus    
|                                     |           |   |            |   |            
|Balance, December 31, 2003           | 15,000    | $ | 30,000     | $ | 67,582     
|Private placement                    | 57,143    |   | 200,000    |   | 0          
|Shares issued for settlement of debt | 652       |   | 3,424      |   | 0          
|Stock-based compensation             | 0         |   | 0          |   | 146,268    
|Balance, December 31, 2004           | 340,711   |   | 22,662,838 |   | 213,850    
|Future income tax recovery on        |           |   |            |   |            
|renounced shares                     | 0         |   | (56,992)   |   | 0          
|Private placement                    | 37,500    |   | 75,000     |   | 0          
|                                     |           |   |            |   |            
|Balance, December 31, 2005           | 378,211   | $ | 22,680,846 | $ | 213,850    



- 66 -





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10.

CAPITAL STOCK (Continued)



(b)

Issued (Continued)



All common shares and per share amounts have been restated to give retroactive effect to the 35:1 share consolidation, which took effect on January 17, 2005 (note 1).



During 2005, the Company issued 37,500 flow-through share units of the securities of the Company to directors at the purchase price of $2 per unit for total proceeds to the Company of $75,000.  Each unit consists of one flow-through common share and one flow-through common share purchase warrant exercisable at $2 per share for a period of twelve months.



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 24,286 flow-through share units and 28,571 flow-through share units at the purchase price of $3.50 per unit, respectively.  Each unit consists of common shares (the flow-through shares) of the Company that 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) at a price of $5.25 per flow-through warrant share for a period of twelve months, and thereafter at a price of $7 per flow-through warrant share for a further six months, and thereafter one common share (the non-flow-through warrant shares) of the Company at a price of $7 per non-flow-through warrant share for a further six months.  All common shares and non-transferable warrants of the Company pursuant to these Private Placement Financings have been issued.



During 2004, the Company renounced $85,000 of exploration expenses on the Extra High Property pursuant to the Private Placement Flow-Through Share Agreement dated December 29, 2003.  Subsequent to the year ended December 31, 2004, the renounced expenses were reduced since the Company was unable to use the whole amount of $85,000 for mineral exploration, and all such unused exploration expenses were renounced by the Company during the year ended December 31, 2005.



During 2004, the Company entered into a Debt Settlement Agreement for the geological services provided by a company owned by a director of the Company whereby a total of 652 common shares of the Company were issued in full satisfaction of the debt totalling $3,424.



Kalpakian Bros. of B.C. Ltd., a private company owned and controlled by two directors of the Company, entered into a Private Placement Financing Agreement with the Company on July 20, 2004 for the purchase of 28,571 units of the securities of the Company at the price of $3.50 per unit for total proceeds to the Company of $100,000.  Each unit consists of one common share in the capital of the Company and one warrant to purchase an additional common share in the capital of the Company.  Each warrant is exercisable at the price of $5.25 per common share, if exercised during the first year, and at the price of $7 per common share, if exercised during the second year.  The warrants expire on July 20, 2006.



- 67 -





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10.

CAPITAL STOCK (Continued)



(c)

Warrants



The following summarizes the warrants that have been granted, exercised, cancelled or expired during the years ended December 31, 2005 and 2004.



|                           |           |                 
|-------------------------- | --------- | ----------------
|                           | Number    | Exercise        
|                           | of Shares | Price           
|                           |           |                 
|Balance, December 31, 2003 | 208,286   | $ 5.25 to $ 7.00
|Granted                    | 57,142    | $ 5.25 to $ 7.00
|Expired                    | (184,000) | $ 5.25 to $ 7.00
|                           |           |                 
|Balance, December 31, 2004 | 81,428    | $ 5.25 to $ 7.00
|Granted                    | 37,500    | $ 2.00          
|Expired                    | (24,286)  | $ 5.25 to $ 7.00
|                           |           |                 
|Balance, December 31, 2005 | 94,642    | $ 2.00 to $ 7.00



At December 31, 2005, the following warrants are exercisable and outstanding.  The warrants entitle the holder to purchase the stated number of common shares at the exercise price with the following expiry dates.



|                     |          |                  |       
|-------------------- | -------- | ---------------- | ------
|                     | Exercise | Number of Shares
|Expiry Date          | Price    | 2005             | 2004  
|                     |          |                  |       
|March 10, 2005 or    | $ 5.25   |                  |       
|March 10, 2006       | $ 7.00   | 28,571           | 28,571
|July 20, 2005 or     | $ 5.25   |                  |       
|July 20, 2006        | $ 7.00   | 28,571           | 28,571
|December 31, 2004 or | $ 5.25   |                  |       
|December 30, 2005    | $ 7.00   | 0                | 24,286
|December 30, 2006    | $ 2.00   | 37,500           | 0     
|                     |          |                  |       
|Balance, end of year |          | 94,642           | 81,428





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10.

CAPITAL STOCK (Continued)



(d)

Stock options



The Companys 2004 Stock Option Plan, which has replaced the Companys former 2002 and 2003 Stock Option Plans reserves 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 terms of the options are determined at the date of grant.





During 2004, an aggregate of 27,748 stock options were granted to directors, officers, employees and consultants at an exercise price of US $5.25 per common share.  No stock options were exercised or cancelled; however, 20,147 stock options expired during the year.



The following summarizes the employee and director stock options that have been granted, exercised, cancelled and expired during the years ended December 31, 2005 and 2004.



|                           |           |                         
|-------------------------- | --------- | ------------------------
|                           | Number    | Exercise                
|                           | of Shares | Price                   
|                           |           |                         
|Balance, December 31, 2003 | 20,369    | US $ 5.25 to Cdn $ 78.75
|Granted                    | 27,748    | US $ 5.25               
|Expired                    | (20,147)  | US $ 5.25 to Cdn $ 78.75
|                           |           |                         
|Balance, December 31, 2004 | 27,970    | US $ 5.25 to Cdn $ 78.75
|Expired                    | (27,970)  | US $ 5.25 to Cdn $ 78.75
|                           |           |                         
|Balance, December 31, 2005 | 0         |                         





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10.

CAPITAL STOCK (Continued)



(d)

Stock options (Continued)



As at December 31, 2005 and 2004, the following stock options are exercisable and  outstanding.  The options entitle the holders to purchase the stated number of common shares at the exercise price with the following expiry dates:



|                                |                            |                  |       
|------------------------------- | -------------------------- | ---------------- | ------
|                                | Exercise                   | Number of Shares
|Expiry Date                     | Price                      | 2005             | 2004  
|                                |                            |                  |       
|March 21, 2004 (amended price)  |                            |                  |       
|(expired)                       | US $ 5.25                  | 0                | 0     
|April 9, 2004 (expired)         | Cdn $ 78.75                | 0                | 0     
|May 26, 2004 (expired)          | Cdn $ 78.75                | 0                | 0     
|September 23, 2004 (expired)    | US $ 5.25                  | 0                | 0     
|October 5, 2004 (expired)       | Cdn $ 78.75                | 0                | 0     
|February 3, 2005 (expired)      | Cdn $ 78.75                | 0                | 222   
|April 21, 2005 (expired)        | US $ 5.25                  | 0                | 27,748
|                                |                            |                  |       
|Total stock options outstanding | US $ 5.25 to 
 Cdn $ 78.75 | 0                | 27,970



The Company applies the fair value method using the Black-Scholes option pricing model in accounting for its stock options granted to employees, and accordingly, compensation expense of $Nil (2004 - $131,200; 2003 - $3,460) was recognized as salaries expense, and $Nil (2004 - $15,068; 2003 - $64,122) was recognized as consulting expense in 2005.



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



|                      |      |         |        
|--------------------- | ---- | ------- | -------
|                      | 2005 | 2004    | 2003   
|                      |      |         |        
|Expected life (years) | N/A  | 1       | 1      
|Interest rate         | N/A  | 3.00%   | 3.00%  
|Volatility            | N/A  | 239.39% | 183.67%
|Dividend yield        | N/A  | 0.00%   | 0.00%  





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10.

CAPITAL STOCK (Continued)



(e)

Earnings (loss) per share



The following is reconciliation between the weighted average number of shares and number of shares used for diluted earnings (loss) per share (note 3(j)):



|                                                        |         |         |        
|------------------------------------------------------- | ------- | ------- | -------
|                                                        | 2005    | 2004    | 2003   
|                                                        |         |         |        
|Weighted average number of shares outstanding - Basic   | 341,944 | 322,269 | 241,321
|Pro-rated dilutive warrants                             | 554     | N/A     | N/A    
|Pro-rated dilutive options                              | N/A     | N/A     | N/A    
|                                                        |         |         |        
|Weighted average number of shares outstanding - Diluted | 342,498 | 322,269 | 241,321



11.

RELATED PARTY TRANSACTIONS



The Company shares office space and certain employees with Las Vegas From Home.com Entertainment Inc. (Las Vegas), a company related by common management, officers and certain directors.



|                                                                        |   |         |   |        
|----------------------------------------------------------------------- | - | ------- | - | -------
|                                                                        |   | 2005    |   | 2004   
|                                                                        |   |         |   |        
|Receivable from related parties                                         |   |         |   |        
|Receivable for payroll expenses charged to Las Vegas                    | $ | 19,293  | $ | 0      
|Loan receivable from Las Vegas, interest at prime plus                  |   |         |   |        
|1% per annum and due on demand                                          |   | 0       |   | 16,418 
|Gaming revenue receivable from Las Vegas (note 3(h))                    |   | 41,805  |   | 195,905
|Directors loans, interest at prime plus 1% per annum and due on demand |   | 0       |   | 45,406 
|                                                                        |   |         |   |        
|                                                                        | $ | 61,098  | $ | 257,729
|                                                                        |   |         |   |        
|Payable to related parties                                              |   |         |   |        
|Payable for rent charged from Las Vegas                                 | $ | (535)   | $ | 0      
|Directors fees payable to a director                                   |   | (5,004) |   | 0      
|Geological services payable to a company owned by a director            |   | (2,970) |   | (9,202)
|                                                                        |   |         |   |        
|                                                                        | $ | (8,509) | $ | (9,202)



Cash held on behalf of Las Vegas of $1,218 (2004 - $583,670) is without interest and payable on demand.





- 71 -





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11.

RELATED PARTY TRANSACTIONS (Continued)



Related party transactions during the year:



(a)

Geological services of $77,815 (2004 - $13,468; 2003 - $Nil) were provided by a company owned by a director.



(b)

Management fees of $300,000 (2004 - $240,000; 2003 - $180,000) were paid to a company related by common management and directors.



(c)

The Company received revenue of $484,804 (2004 - $292,372; 2003 - $100,951) from Las Vegas from the Companys investment in online gaming software.  These amounts are recorded as reported by Las Vegas.



(d)

On January 7, 2005, the Company acquired for investment purposes, 1,250,000 units of Las Vegas, a related party, at a price of Cdn $0.20 per unit.  Each Las Vegas unit consists of one Las Vegas common share and one-half of one warrant.  One whole warrant is required to purchase one Las Vegas common share at $0.25 per common share for a period of 24 months.  The Company may either increase or decrease its investment in Las Vegas in the future.



(e)

Directors fees of $15,006 (2004 - $Nil) were paid to two directors.



(f)

During the year, the Company entered into a Private Placement Financing Agreement with Colt Capital Corp. (Colt), a company related by common directors.  The Company purchased 1,000,000 common shares in the capital of Colt at $0.01 per share for a total purchase price of $10,000.



(g)

Paid to the Company



The Company charged Las Vegas for its share of:



(i)

payroll expenses $205,608 (2004 - $185,450; 2003 - $155,796); and

(ii)

other expenses $1,455 (2004 - $14,139; 2003 - $29,629).



Paid to Las Vegas



Las Vegas charged the Company for its share of:



(i)

rent $6,000 (2004 - $6,032; 2003 - $7,090).





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12.

CHANGES IN NON-CASH WORKING CAPITAL



|                                     |   |          |   |           |   |         
|------------------------------------ | - | -------- | - | --------- | - | --------
|                                     |   | 2005     |   | 2004      |   | 2003    
|                                     |   |          |   |           |   |         
|Accounts receivable                  | $ | (15,358) | $ | 0         | $ | 0       
|Receivable from related parties      |   | 196,631  |   | (257,729) |   | 26,821  
|Payables and accruals                |   | (762)    |   | (11,859)  |   | (50,771)
|Payable to related parties           |   | (693)    |   | (64,229)  |   | 40,356  
|                                     |   |          |   |           |   |         
|                                     | $ | 179,818  | $ | (333,817) | $ | 16,406  
|                                     |   |          |   |           |   |         
|Supplementary information            |   |          |   |           |   |         
|Shares issued for settlement of debt | $ | 0        | $ | 3,424     | $ | 17,997  
|Interest paid                        | $ | 13,337   | $ | 4,384     | $ | 4,164   



13.

INCOME TAXES



The Company has available approximate non-capital losses of $2,040,000 that may be carried forward to apply against future income for Canadian tax purposes.  The losses expire as follows:



|     |   |          
|---- | - | ---------
|     |   |          
|2006 | $ | 725,000  
|2007 |   | 452,000  
|2008 |   | 319,000  
|2009 |   | 440,000  
|2010 |   | 104,000  
|     |   |          
|     | $ | 2,040,000



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



Future income tax assets and liabilities are recognized for temporary differences between the carrying amounts of the balance sheet items and their corresponding tax values as well as for the benefit of losses available to be carried forward to future years for tax purposes that are likely to be realized.



- 73 -





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13.

INCOME TAXES (Continued)



The reconciliation of income tax attributable to continuing operations computed at the statutory tax rates to income tax expense is:



|                                                        |   |          |   |         
|------------------------------------------------------- | - | -------- | - | --------
|                                                        |   | 2005     |   | 2004    
|                                                        |   |          |   |         
|Income tax benefit computed at Canadian statutory rates | $ | 64,372   | $ | (97,340)
|Amortization in excess of capital cost allowance        |   | 1,926    |   | 1,208   
|Gain on sale of securities                              |   | (24,734) |   | 33,124  
|Share issuance and financing costs                      |   | (5,670)  |   | 7,095   
|Non-deductible stock-based compensation                 |   | 0        |   | 55,582  
|Non-deductible write-down of investment                 |   | 0        |   | 34,200  
|Utilized (unrecognized) tax losses                      |   | 21,098   |   | (33,869)
|                                                        |   |          |   |         
|Future income tax benefit                               | $ | 56,992   | $ | 0       



Significant components of the Companys future tax assets and liabilities, after applying enacted corporate income tax rates, are as follows:



|                                                                                                               |   |             |   |            
|-------------------------------------------------------------------------------------------------------------- | - | ----------- | - | -----------
|                                                                                                               |   | 2005        |   | 2004       
|                                                                                                               |   |             |   |            
|Future income tax assets                                                                                       |   |             |   |            
|Excess of undepreciated capital cost over net book
value of fixed assets                                       | $ | 230,067     | $ | 243,200    
|Excess of unused exploration expenditures for Canadian
tax purposes over net book value of resource properties |   | 913,659     |   | 1,035,120  
|Net losses carried forward                                                                                     |   | 726,764     |   | 1,024,480  
|Other                                                                                                          |   | 18,315      |   | 0          
|                                                                                                               |   |             |   |            
|                                                                                                               |   | 1,888,805   |   | 2,302,800  
|Valuation allowance for future income tax assets                                                               |   | (1,888,805) |   | (2,302,800)
|                                                                                                               |   |             |   |            
|Future income tax assets, net                                                                                  | $ | 0           | $ | 0          



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





- 74 -





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14.

DIFFERENCES BETWEEN CANADIAN AND US GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND PRACTICES



(a)

Recent US accounting pronouncements



(i)

FIN 46(R), Consolidation of Variable Interest Entities, applies at different dates to different types of enterprises and entities, and special provisions apply to enterprises that have fully or partially applied Interpretation 46 prior to issuance of Interpretation 46(R).  Application of Interpretation 46 or Interpretation 46(R) is required in financial statements of public entities that have interests in variable interest entities or potential variable interest entities commonly referred to as special-purpose entities for periods ending after December 15, 2003.  Application by public entities (other than small business issuers) for all other types of entities is required in financial statements for periods ending after March 15, 2004.  Application by small business issuers to entities other than special purpose entities and by non-public entities to all types of entities is required at various dates in 2004 and 2005.  In some instances, enterprises have the option of applying or continuing to apply Interpretation 46 for a short period of time before applying Interpretation 46(R).  There is no impact on the Companys financial statements.



(ii)

In 2004, FASB issued a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation.  This statement supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance.  This revised pronouncement requires that all stock options and warrants be accounted for using the fair value method.  This pronouncement had no impact on the Company, as the Company accounts for all options and warrants using the fair value method, under Canadian GAAP.



(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 ("US GAAP").



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



(i)

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.



(ii)

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



For US GAAP purposes, unrealized gains and losses on marketable securities, which are classified as trading securities, are recognized in earnings in the period they occur.  For Canadian GAAP, gains and losses are only recognized in earnings when realized.



- 75 -





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14.

DIFFERENCES BETWEEN CANADIAN AND US GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND PRACTICES (Continued)



(c)

Differences between US and Canadian GAAP:



(i)

Under US GAAP, comprehensive income must be reported, which is defined as net income or loss plus or minus all changes in equity other than those resulting from investments by owners and distributions to owners.



(ii)

Under Canadian GAAP, the Company did not meet the criteria to adopt the fair value method for calculating stock-based compensation prospectively, and therefore, had to adopt the change retroactively (note 3(i)).  Under US GAAP, the Company has the option to adopt the change either prospectively or retroactively.  The Company adopted the change for US GAAP prospectively.



|                                                                                                                                   |   |           |   |          
|---------------------------------------------------------------------------------------------------------------------------------- | - | --------- | - | ---------
|                                                                                                                                   |   | 2005      |   | 2004     
|                                                                                                                                   |   |           |   |          
|Total Assets for Canadian GAAP                                                                                                     | $ | 852,492   | $ | 1,237,673
|Adjustments increasing (decreasing) total assets                                                                                   |   |           |   |          
|Unrealized gain (loss) on marketable securities recorded at cost for Canadian GAAP purposes and at fair value for US GAAP purposes |   | 279,533   |   | 46,979   
|Write-off of mineral property under US GAAP                                                                                        |   | (291,339) |   | (31,932) 
|                                                                                                                                   |   |           |   |          
|Total Assets for US GAAP                                                                                                           | $ | 840,686   | $ | 1,252,720



|                                                |   |           |   |          
|----------------------------------------------- | - | --------- | - | ---------
|                                                |   | 2005      |   | 2004     
|                                                |   |           |   |          
|Total Liabilities for Canadian GAAP             | $ | 33,355    | $ | 617,262  
|Adjustment increasing total liabilities         |   | 0         |   | 0        
|                                                |   |           |   |          
|Total Liabilities for US GAAP                   |   | 33,353    |   | 617,262  
|                                                |   |           |   |          
|Total Equity for Canadian GAAP                  |   | 819,137   |   | 620,411  
|Adjustment increasing (decreasing) total equity |   |           |   |          
|Change in marketable securities                 |   | 279,533   |   | 46,979   
|Change in mineral property                      |   | (291,339) |   | (31,932) 
|                                                |   |           |   |          
|Total Equity for US GAAP                        |   | 807,331   |   | 635,458  
|                                                |   |           |   |          
|Total Liabilities and Equity for US GAAP        | $ | 840,686   | $ | 1,252,720



- 76 -





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| |  |  |  | 
| |  |  |  | 

14.

DIFFERENCES BETWEEN CANADIAN AND US GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND PRACTICES (Continued)



(c)

Differences between US and Canadian GAAP (Continued):



(ii)

(Continued)



|                                                                                     |             |             |            
|------------------------------------------------------------------------------------ | ----------- | ----------- | -----------
|                                                                                     | 2005        | 2004        | 2003       
|                                                                                     |             |             |            
|Net Income (Loss) for Canadian GAAP                                                  | $  180,718  | $ (256,158) | $ (104,297)
|Adjustments increasing (decreasing) total net income (loss)                          |             |             |            
|Adopt fair value for stock-based compensation prospectively under US GAAP            | 0           | 0           | 64,122     
|Write-off of mineral property under US GAAP                                          | (259,407)   | (31,932)    | 0          
|Unrealized gain/loss on marketable securities                                        | 265,701     | 9,990       | 322,300    
|Reversal of gains reported in prior years US income and current year Canadian income | (33,147)    | (285,311)   | 0          
|Future income tax recovery                                                           | (56,992)    | 0           | 0          
|                                                                                     |             |             |            
|Net Income (Loss) for US GAAP                                                        | $    96,873 | $(563,411)  | $  282,125 



|                                 |             |                |               
|-------------------------------- | ----------- | -------------- | --------------
|                                 | 2005        | 2004           | 2003          
|Earnings (loss) per common share |             |                |               
|Canadian GAAP - Basic            | $      0.53 | $       (0.79) | $       (0.43)
|US GAAP - Basic                  | $      0.28 | $       (1.75) | $         1.17
|Canadian GAAP - Diluted          | $      0.53 | N/A            | N/A           
|US GAAP - Diluted                | $      0.28 | N/A            | $        0.91 



The calculation of 2003 weighted average number of shares outstanding  diluted includes 64,046 pro-rated dilutive warrants and 3,647 pro-rated dilutive options, which are anti-dilutive for Canadian purposes.



- 77 -





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14.

DIFFERENCES BETWEEN CANADIAN AND US GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND PRACTICES (Continued)



(c)

Differences between US and Canadian GAAP (Continued):



(ii)

(Continued)



|                                     |               |               |              
|------------------------------------ | ------------- | ------------- | -------------
|                                     | 2005          | 2004          | 2003         
|                                     |               |               |              
|Shareholders Equity                 |               |               |              
|Common Shares Issued                 |               |               |              
|Beginning balance                    | $ 22,809,106  | $ 22,459,414  | $ 21,501,417 
|Issue of shares                      | 75,000        | 203,424       | 957,997      
|Issue of stock options               | 0             | 146,268       | 0            
|                                     |               |               |              
|Ending Balance                       | 22,884,106    | 22,809,106    | 22,459,414   
|                                     |               |               |              
|Contributed Surplus                  |               |               |              
|Beginning balance                    | 3,460         | 3,460         | 3,460        
|                                     |               |               |              
|Ending Balance                       | 3,460         | 3,460         | 3,460        
|                                     |               |               |              
|Deficit                              |               |               |              
|Beginning balance                    | (22,177,108)  | (21,613,697)  | (21,895,822) 
|Net income (loss)                    | 96,873        | (563,411)     | 282,125      
|                                     |               |               |              
|Ending Balance                       | (22,080,235)  | (22,177,108)  | (21,613,697) 
|                                     |               |               |              
|Total Shareholders Equity  US GAAP | $     807,331 | $     635,458 | $     849,177



Under Canadian GAAP, stock-based compensation is credited to contributed surplus and transferred to capital stock once the option is exercised.  Under US GAAP, stock-based compensation is credited directly to additional paid-in capital.





- 78 -





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DIFFERENCES BETWEEN CANADIAN AND US GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND PRACTICES (Continued)



(d)

Reconciliation of Statement of Cash Flows in accordance with Canadian GAAP and US GAAP:



|                                                                |  |   |           |   |              |      |      | 
|--------------------------------------------------------------- |  | - | --------- | - | ------------ | ---- | ---- | 
|                                                                |  |   |           |   | Years Ended 
|                                                                |  |   |           |   | December 31,
|                                                                |  |   |           |   |              | 2005 | 2004
|                                                                |  |   |           |   |              |      |     
|Cash provided by (used in) operating activities - Canadian GAAP |  | $ | 203,164   | $ | (419,913)   
|Capitalized mineral expenditures                                |  |   | (259,407) |   | (31,932)    
|                                                                |  |   |           |   |             
|Cash used in operating activities - US GAAP                     |  | $ | (56,243)  | $ | (451,845)   
|                                                                |  |   |           |   |             
|Cash provided by (used in) investing activities - Canadian GAAP |  | $ | (387,760) | $ | 433,728     
|Capitalized mineral expenditures                                |  |   | 259,407   |   | 31,932      
|                                                                |  |   |           |   |             
|Cash provided by (used in) investing activities  US GAAP       |  | $ | (128,353) | $ | 465,660     



15.

COMMITMENTS



The Company has a management services agreement with Kalpakian Bros. of B.C. Ltd., a company that is owned by two directors.  The remuneration for the services provided is $30,000 plus GST per month.  The agreement expires in October 2006 and is renewable.



16.

SUBSEQUENT EVENTS



(a)

On January 4, 2006, the Company exercised 300,000 warrants for the purchase of 300,000 common shares of Las Vegas, a company related by common directors, at $0.25 per share for a total cost of $75,000.



(b)

On January 17, 2006, the Company entered into a private placement subscription agreement with Colt, a company related by common directors to purchase 1,500,000 common shares in the capital of Colt at $0.01 per share for a total cost of $15,000.







- 79 -





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Exhibit 99.1*

BRONX VENTURES INC.



MARKETABLE SECURITIES - OTHER INVESTMENTS





Schedule I



December 31, 2005





|                                           |                                            |   |         |   |              |   |                                                      
|------------------------------------------ | ------------------------------------------ | - | ------- | - | ------------ | - | -----------------------------------------------------
|Name of Issuer and Title of Issuer         | Number of
Shares/Principal
Amount of Bonds |   | Costs   |   | Market Value |   | Amount at Which The Portfolio is Carried in the Books
|                                           |                                            |   |         |   |              |   |                                                      
|                                           |                                            |   |         |   |              |   |                                                      
|Verdon Gold                                | 5,000                                      | $ | 1,250   | $ | 2,175        | $ | 1,151                                                
|Las Vegas From Home.com Entertainment Inc. | 1,393,506                                  | $ | 269,373 | $ | 550,435      | $ | 269,374                                              
|Colt Capital Corp.                         | 1,000,000                                  | $ | 10,000  | $ | 10,000       | $ | 10,000                                               
|Great Canadian Gaming Corp.                | 11,000                                     | $ | 20,570  | $ | 18,018       | $ | 20,570                                               







As per the attached financial statements, the following investments were held at the end of December 31, 2005:



Investments

=   $301,095







- 80 -





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Exhibit 99.2*

BRONX VENTURES INC.



AMOUNTS RECEIVABLE/(PAYABLE) FROM RELATED PARTIES AND UNDERWRITERS

PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES



Schedule II



|                                                                           |   |                             |           |                   |                    |                                           
|-------------------------------------------------------------------------- | - | --------------------------- | --------- | ----------------- | ------------------ | ------------------------------------------
|Name of Debtor                                                             |   | Balance Beginning of Period | Additions | (Collected)/ Paid | Amount Written off | Balance
End of Period Receivable (Payable)
|2005                                                                       |   |                             |           |                   |                    |                                           
|J. Kalpakian                                                               | $ | 45,406                      | -         | (45,406)          | -                  | -                                         
|Cash held in trust on behalf of Las Vegas From Home.com Entertainment Inc. | $ | (583,670)                   | -         | 582,452           | -                  | (1,218)                                   
|Las Vegas From Home. com Entertainment Inc.                                | $ | 212,323                     | -         | (151,760)         | -                  | 60,563                                    
|J. Wayne Murton                                                            | $ | (9,202)                     | -         | 6,232             | -                  | (2,970)                                   
|Gregory  T. McFarlane                                                      | $ | -                           | (5,004)   | -                 | -                  | (5,004)                                   
|2004                                                                       |   |                             |           |                   |                    |                                           
|J. Wayne Murton                                                            | $ | -                           | (9,202)   | -                 | -                  | (9,202)                                   
|Cash held in trust on behalf of Las Vegas From Home.com Entertainment Inc. | $ | (138,361)                   | (445,309) | -                 | -                  | (583,670)                                 
|Las Vegas From Home.com Entertainment Inc.                                 | $ | (2,471)                     | 212,323   | 2,471             | -                  | 212,323                                   
|J. Kalpakian                                                               | $ | -                           | 45,406    | -                 | -                  | 45,406                                    
|Kalpakian Bros.of B.C.                                                     | $ | (70,930)                    | -         | 70,930            | -                  | -                                         
|2003                                                                       |   |                             |           |                   |                    |                                           
|J. 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)                                  
|J. Wayne Murton                                                            | $ | (17,997)                    | -         | 17,997            | -                  | -                                         









- 81 -





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Exhibit 99.3*

BRONX VENTURES INC.



PROPERTY, PLANT AND EQUIPMENT AND

ACCUMULATED AMORTIZATION (DEPRECIATION AND DEPLETION) THEREOF



Schedules III and IV



|                            |   |                             |           |                           |               |   |                       
|--------------------------- | - | --------------------------- | --------- | ------------------------- | ------------- | - | ----------------------
|                            |   | Balance
Beginning of Period | Additions | Disposals and
Retirements | Other Charges |   | Balance,
End of Period
|2005                        |   |                             |           |                           |               |   |                       
|Property, plant & equipment |   |                             |           |                           |               |   |                       
|Machinery & equipment       | $ | 161,606                     | -         | 35,112                    | -             | $ | 126,494               
|Accumulated amortization    |   |                             |           |                           |               |   |                       
|Machinery and equipment     | $ | (151,708)                   | -         | 29,706                    | -             | $ | (122,002)             
|Net book value              |   |                             |           |                           |               |   |                       
|Machinery & equipment       | $ | 9,898                       | (5,406)   | -                         | -             | $ | 4,492                 
|2004                        |   |                             |           |                           |               |   |                       
|Property, plant & equipment |   |                             |           |                           |               |   |                       
|Machinery & equipment       | $ | 161,606                     | -         | -                         | -             | $ | 161,606               
|Accumulated amortization    |   |                             |           |                           |               |   |                       
|Machinery and equipment     | $ | (148,528)                   | (3,180)   | -                         | -             | $ | (151,708)             
|Net book value              |   |                             |           |                           |               |   |                       
|Machinery & equipment       | $ | 13,078                      | (3,180)   | -                         | -             | $ | 9,898                 
|2003                        |   |                             |           |                           |               |   |                       
|Property, plant & equipment |   |                             |           |                           |               |   |                       
|Machinery & equipment       | $ | 161,606                     | -         | -                         | -             | $ | 161,606               
|Accumulated amortization    |   |                             |           |                           |               |   |                       
|Machinery and equipment     | $ | (141,842)                   | (6,686)   | -                         | -             | $ | (148,528)             
|Net book value              |   |                             |           |                           |               |   |                       
|Machinery & equipment       | $ | 19,764                      | (6,686)   | -                         | -             | $ | 13,078                



- 82 -





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Exhibit 11.1.









Explanation of how earnings/loss per (weighted average) share is 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 number of common shares outstanding is obtained as follows:-



Whenever the Company issues shares from its treasury during a specific reporting period, the number of common shares issued is pro-rated over the remaining months of the year, and such number is added to the December 31st closing balance of the previous year.















- 83 -





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Exhibit 31.1

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 (2005) of Bronx Ventures 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 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, 2006

Bedo H. Kalpakian

Bedo H. Kalpakian

Chief Executive Officer and

Chief Financial Officer



- 84 -





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Exhibit 32.1







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 Bronx Ventures Inc., (the "Company") on Form 20F for the period ended December 31, 2005, 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 2006.





Bedo H. Kalpakian

Bedo H. Kalpakian, President

Bronx Ventures Inc.



- 85 -