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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549

                                   FORM 10-KSB

(Mark  One)
[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934

     For the fiscal year ended December 31, 2003

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

     For the transition period from________________ to ________________

     Commission File No. 000-29219


                          LEGALPLAY ENTERTAINMENT INC.
     ----------------------------------------------------------------------
                 (Name of small business issuer in its charter)

                 FLORIDA                                 98-0199508
                 -------                                 ----------
      (State or other jurisdiction of       (I.R.S. Employer Identification No.)
       incorporation or organization)


                          630-1188 West Georgia Street
                  Vancouver, British Columbia, Canada V6E 4A2
               --------------------------------------------------
                    (Address of principal executive offices)

                                 (604) 689-5998
               --------------------------------------------------
                            Issuer's telephone number


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

Securities registered pursuant to Section 12(g) of the Act:      Common Stock

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

YES [x]   NO [ ]

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B is not contained herein, and no disclosure will be contained, to
the  best  of  the  registrant's  knowledge,  in definitive


                                        1
<PAGE>
proxy or information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB. [ ]

Revenues for the year ended December 31, 2003 were $nil.

The  aggregate  value  of  the  issuer's  common  stock  held  by non-affiliates
(assuming that the issuer's only affiliates are, its directors, officers and 10%
or  greater  stockholders)  of the issuer as of April 12, 2004 was approximately
$1,197,322  based upon the closing bid price of $0.07 per share of commons stock
on  that  dates  as  reported  by  the  NASD  Over  the  Counter Bulletin Board.


    REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS

                                 Not applicable.


                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the  latest  practicable  date:

March 31, 2004 - 26,075,000 Common Shares

                       DOCUMENTS INCORPORATED BY REFERENCE

A  description  of "Documents Incorporated by Reference" is contained in Item 13
of  this  Report.

Transitional Small Business Disclosure Format  Yes [X]  No [ ]

NOTE REGARDING FORWARD LOOKING STATEMENTS

This  annual  report  on  Form  10-KSB  ("Report")  contains statements that may
contain forward-looking statements, concerning our future operations and planned
future  acquisitions  and  other matters and we intend that such forward-looking
statements  be  subject to the safe harbors for such statements.  Any statements
that  involve  discussions  with  respect  to predictions, expectations, belief,
plans,  projections,  objectives,  assumptions  or  future events or performance
(often,  but  not always, using phrases such as "expects", or "does not expect",
"is  expected",  "anticipates" or "does not anticipate", "plans", "estimates" or
"intends",  or  stating  that certain actions, events or results "may", "could",
"might",  or  "will"  be  taken  to  occur or be achieved) are not statements of
historical  fact and may be "forward looking statements".  These forward-looking
statements,  include  statements relating to, among other things, our ability of
our  to  continue  to  successfully  compete  in  our  markets.

We  caution  readers  not  to  place  undue reliance on any such forward-looking
statements,  which  speak  only  as  of  the  date  made.  Such  forward-looking
statements  are  based  on our beliefs and estimates of management as well as on
assumptions made by and information currently available to the registrant at the
time  such  statements  were  made.  Forward looking statements are subject to a
variety of risks and uncertainties which


                                        2
<PAGE>
could  cause  actual  events  or  results  to differ from those reflected in the
forward looking statements, including, without limitation, the failure to obtain
adequate  financing  on a timely basis and other risks and uncertainties. Actual
results  could  differ  materially  from  those projected in the forward-looking
statements,  either as a result of the matters set forth or incorporated in this
Report generally and certain economic and business factors, some of which may be
beyond  our  control.

These  factors  include, among others, the risk factors discussed in the section
entitled  "risk  factors."
We disclaim any obligation subsequently to revise any forward-looking statements
to  reflect  events  or  circumstances  after  the date of such statements or to
reflect  the  occurrence  of  anticipated  or  unanticipated  events.

                                     PART I

ITEM  1.     DESCRIPTION  OF  BUSINESS

BUSINESS  DEVELOPMENT

We  were incorporated in Florida on May 3, 1989 as Sparta Ventures Corp. In 1998
we  entered  into  an  agreement with Thermal Ablation Technologies Canada Inc.,
which had developed a thermal balloon ablation system to eliminate dysfunctional
uterine  bleeding.  Our  obligation  was  to  raise  $3  million  to  pursue the
development  of  a prototype unit. As a result of this agreement, we changed our
name  to  Thermal  Ablation Technology Corporation on October 8, 1998. We raised
$150,000 on a private placement basis which was invested into the development of
the  prototype  but we were unable to raise any further capital and as a result,
the  deal collapsed. After several months of unsuccessful operations Thermal was
abandoned  and  we  were reclassified as a development stage enterprise in 1998.
We  retained  a 6% interest in Thermal Ablation Technologies Canada Inc. with no
further  obligation.

In June, 1999, our directors undertook to restructure the company by agreeing in
principal  to  sublicense the URL www.poker.com from UniNet Technology Inc., and
                                  -------------
undertook  the  development  of  an  on-line  internet gaming marketing company.
UniNet  was in the process of negotiating a license of the URL from Ala Corp. on
the  basis  that  the rights to the URL would be sub-licensed to us immediately.
We  appointed  one  of  UniNet's  directors to our board and on July 9, 1999, we
entered  into  a  sub-license  with  UniNet  and  began  our  research in to the
acquisition  of  a  casino  and/or  poker  software  license.

The terms of our agreement with UniNet included paying to Ala Corp. $100,000 and
issuing  it  750,000  shares  of  our common stock as an initial fee plus pay an
on-going  royalty  of 4 % of our gross revenue to Ala Corp.  Half of the 750,000
shares  referred  to above were issued to two of our directors, one of whom was,
at  the  time, also a director of UniNet.  Pursuant to our sub-license agreement
with  UniNet, we have the exclusive worldwide rights to market the www.poker.com
URL until the year 2098.  In addition, the title to the URL transfers to us free
and clear of all encumbrances when the cumulative on-going royalties paid to Ala
Corp.  exceed  $1  million.

In  August 1999, we entered into a one-year non-exclusive license agreement with
ASF  Software  Inc.  of Belize. ASF agreed to license to us certain multi-player
poker  software  with  the specific provision that we would then sub-license the
software  to  third parties.  The terms of the license with ASF included payment
of  $135,000  plus  an  on-going  royalty  of  20% of the rake. The agreement is
automatically  renewed  for  one-year


                                        3
<PAGE>
periods  and either party may terminate the agreement with 90 days notice to the
other  party.  In  addition,  ASF's associated company would provide credit card
processing  for  a  fee  of  5.75%.

On  August  10,  1999,  we changed our name to Poker.com, Inc. and on August 19,
1999,  our  common  stock became quoted on the NASD OTC Bulletin Board under the
symbol  'PKER'  .

As  our  business  was  to  market  and  resell  gaming  licenses (as opposed to
operating  casinos  or card rooms), in August 1999, we entered into an agreement
with  Antico  Holdings  S.A. ("Antico") a Costa Rican company whereby we granted
Antico  exclusive  worldwide  rights  to use the URL wwe.poker.com for operating
casino  and/or  card rooms, in consideration of $200,000.  We retained all other
rights  to  the  URL  for  developing the web site as a portal, for advertising,
marketing  the  Antico  card-room,  marketing  casinos, marketing card rooms and
other  gaming  software.

Pursuant  to  our  agreement  with Antico, we earn a marketing fee of 20% of all
deposits  made  to  Antico's poker card room by players who log in to play poker
and  use  their  credit  cards  or  send wire transfers to deposit funds to play
poker.

In  September  1999, we raised $500,000 on a private placement basis to fund the
development  of  our  business  model, namely creating www.poker.com as a gaming
                                                       -------------
portal,  selling  software  program  sub-licenses  and  casino  links for online
gaming,  marketing  and  selling  banner  advertising  on  our  portal.

On  November 29, 1999, our subsidiary, Casino Marketing S.A., purchased a Master
Sub-license  Agreement  from  Gamingtech  Corporation (a subsidiary of Chartwell
Technologies  Inc.  which  developed  a  suit  of  18  casino  games).  We  paid
Gamingtech  $100,000 for the non-exclusive worldwide rights to sell Gamingtech's
casino  software  program licenses. Our agreement with Gamingtech enables us to:

          a)   sell  independent  casino software program sub-licenses for up to
$75,000  plus a gross royalty fee of up to 35% of monthly net operating  profit.
This  independent  sub-license  will  enable the purchaser to use the licensor's
proprietary  software;  and,

          b)   sell  dependant sub-license casino 'links' for up to $35,000 plus
a  gross  royalty  fee  of  between  35%  and up to 65% of the sub-licensees net
monthly  revenue. In this situation the dependant sub-licensee is linked into an
independent  sub-licensees  proprietary  software  and  does  not  have  its own
proprietary  software

In  December 1999, we raised a further $360,000 on a private placement basis for
general  working  capital.

On January 10, 2000, we sold one of Gamingtech's independent casino sub-licenses
to  Antico  for  $50,000  with  the understanding that Antico would assist us in
providing  technical  and  administrative services from Costa Rica to our casino
sub-licensees.  Antico  will  pay us 35% of the net profits generated from their
casino,  known  as Visual Casino. Antico will earn from web masters who purchase
links  to  Visual  Casino  from  us, a 3% administration fee. Visual Casino will
provide  the  webmaster  virtual time statistics on who is playing, how much has
been  deposited  and  how  much  has  been  won  by  the  players.

We realized by late December 1999 that the ASF software was outdated and ASF was
refusing  to  update  the  software.  We  decided  to find a new provider and in
February  2000, we entered into a contract with


                                        4
<PAGE>
TransNet  International  S.A.  with  a  view to provide us with a new generation
poker  software  license for a term of 50 years. We paid $30,000 to TransNet and
agreed  to  an  on-going  royalty payment of 20% of the rake from the use of the
software  plus  a  fee of $50,000 for every master license we sold. The software
was  delivered  to  us in August of 2000 and we have since that time sold master
card  room  licenses  and sub-licenses. Antico agreed to accept the new software
program  in  place  of  the  ASF  software  despite the problems in change over.

After  notice  was given to ASF of cancellation of the master license agreement,
ASF  instructed  Credit  Card  Processing  of Belize to hold back payments which
resulted in Antico not being paid the 15% hold backs and its inability to pay us
royalty  payments.  Antico  agreed  to assign the withholding payments to ensure
that  we  receive  the  outstanding  royalty  fees  due.

By  mid 2000, we realized that the Gamingtech software was badly constructed and
Gamingtech  was  unable  to  upgrade  its system.  As a result, on September 14,
2000,  the  Company  purchased  a  casino  software license from Starnet Systems
International  Inc. in return for $100,000 in advertising and monthly fees based
on  a  percentage of net monthly revenue.   We then cancelled our agreement with
Gamingtech.

By  December  2000,  we  had  launched  two  Starnet  Casino  websites.

In  July 2001, we launched a poker affiliate software program, which enabled sub
licensees to offer webmasters the ability to earn fees by directing traffic to a
poker.com  poker room.  Features of the affiliate program included no investment
and  no  risk  to  the  webmasters,  real-time  statistics, accumulated bad beat
jackpot,  and  24/7  technical  and  customer  support.

We  offered  alternative  casino  software to our customers in July 2001 when we
entered  into a strategic relationship with Trimon Software Systems Inc.  Trimon
offers: baccarat, black jack, craps, Caribbean poker, let-it-ride poker, pai-gow
poker,  American  roulette,  slot  machine and video poker.  The Trimon software
enables  our  casino owner/operators to extend their poker and casino games into
the  wireless  and  closed  circuit  areas  through  wap  (wireless  application
protocol),  casino-on-tv.  and  casino  kiosk.

In  September 2001 we sold a master license to Microgaming Systems Ltd. (a South
African/UK  Company  and one of the largest casino licensors on the internet) to
market  online multi-player poker software sublicenses.  Microgaming's intention
was to provide all their casino licensees with a poker card room sublicense.  We
would  earn a licensing fee for each sublicense sold plus a monthly royalty fee.
We would be responsible to pay TransNet a corresponding license fee and royalty.

In  November  2001,  we entered into an agreement with Focusnet Capital Inc. and
Pyramid  Casino  to  provide  a  master  poker  card  room.

On  November  30,  2001,  our subsidiary, Casino Marketing, amended its original
agreement  with TransNet whereby the fee payable to TransNet was reduced down as
follows:  (i) a $50,000 license fee was payable provided Casino Marketing sold a
master  license  for  $100,000  or more; (ii) if sold for under $100,000 the fee
would be reduced to 40%. TransNet also agreed to provide Casino Marketing with a
new  software  program  to  enable Casino Marketing to sell sub-licenses for not
less than $50,000. TransNet was to receive a fee of $20,000 for each sub-license
sold.  It  was  further agreed that the royalty fee payable to TransNet would


                                        5
<PAGE>
be  reduced  to  50%  of  the  royalties  that  Casino  Marketing  received from
sub-licensees  rather  than  20%  of  the  rake.

Our  strategy  in  2002 was to continue to acquire master licenses from software
developers  to resell their software programs to earn licensing fees and royalty
fees  as  opposed  to  developing  our  own  proprietary software which requires
substantial  capital  and  human resources.  Our experience determined that some
software developers lack the marketing expertise to take advantage of the market
potential  for  selling  sub-licenses.  The  software developers themselves also
recognized  the  fact  that the more licenses they sell, directly or indirectly,
the  greater  their  royalty  revenue.   We  were  able  to  acquire  master
sub-licensing  contracts  from  software  developers  and  offered  software
development  Trimon Software System Inc.; Starnet Systems International Inc. and
TransNet  International  Gaming  S.A.

During  2002  we  continued  marketing  casino  and  poker licenses. In or about
mid-2002,  we  recognized  some major shortcomings of our marketing efforts. Our
costs  of  sales  were  extraordinarily  high  and  did not justify the overhead
expenses.  A  second  fundamental  issue  was  that  sales  were  being  made to
unqualified  buyers  which  resulted  in  buyer  dissatisfaction  and  eventual
cancellation  which  impacted our credibility and financial performance. Because
our  licensees  who  acquired  the  software from us were unqualified to operate
on-line games, we would receive a licensing fee but the operator was destined to
fail. As a result, we restructured our selling activities and reduced the number
of  our  employees.


Also  during  2002,  legislation was introduced to the United States Congress to
prohibit  on-line gaming.  We felt it would be prudent to focus the resources of
our  business on developing an on-line skill based poker system.  In early 2003,
we  were  able  to  acquire the rights to a provisional patent for the method of
determining  skill  in  a  tournament  setting  and  undertook  to  realize  the
technology  in  an  on-line  environment.

On February 12, 2003 we acquired the rights, title and interest in a skill based
method of playing poker online known as Skill Poker. Skill Poker was invented by
Randy Peterson, a retired Vancouver police detective who sold it to Blue Diamond
International Capital. The provisional patent application covering the method of
playing  Skill  Poker was acquired by us from Blue Diamond International Capital
for  $50,000  in cash and through the issuance of 3,000,000 common shares issued
in  accordance  with  Regulation  S  of  the  Securities  Act  of 1933. On going
consideration  payable  to Blue Diamond International Capital includes a monthly
minimum  of  $3,500  or  4% of the gross revenue earned through the operation of
Skill  Poker,  whichever is the greater. The provisional patent application, the
related  trademarks  and  the  operations of Skill Poker are conducted through a
wholly  owned  Washington  State  subsidiary,  Skill  Poker.com  Inc., which was
incorporated  in  February  of  2003.

Skill  Poker  is  a skill based method of playing poker online which removes the
elements  of  chance.  The  legality as a skill based game was opined upon by I.
Nelson  Rose,  a professor of law at Whittier University in California. Dr. Rose
has  represented  the  U.S  and  Canadian  governments  in addition to state and
provincial  governments  and  many  commercial gaming operators. Skill Poker.com
Inc.  earns  its  revenue through the operation of skill based poker tournaments
online  whereby  players enter tournaments paying a buy in and a tournament fee.
Skill  Poker.com  Inc. earns only the tournament fee and does not participate in
the buy in. The legality or illegality of the Skill Poker system with respect to
U.S  or  Canadian  gaming regulations can not be determined considering the fact
that  the  system  has  not  been  challenged in a court of


                                        6
<PAGE>
law.  It  is,  however, widely considered that games of skill are different from
games  of chance and therefore are not considered gambling by regulatory bodies.

In  order to create the system online, we required a poker software and acquired
a license to the source code of a proprietary software owned by Pokersoft A.V.V.
The license included the development of the Skill Poker system incorporating the
claims  as set forth in the provisional patent application. The system which has
been  developed  is  proprietary  to Skill Poker and cannot be used by any third
parties  without  prior  consent  or  license  from  Skill  Poker.com Inc. which
includes  both  the  software  operating  Skill Poker and the provisional patent
application. Consideration payable to Pokersoft included $30,000 in cash and the
issuance  of  3,000,000  shares  issued  in  accordance with Regulation S of the
Securities  Act  of  1933. Ongoing consideration payable to Pokersoft includes a
monthly  minimum  of  $3,000 or 15% of the gross tournament fees earned by Skill
Poker,  whichever  the  greater.

Skill  Poker  was  developed during 2003 and was launched for real money play in
November  of  2003.

On  September  15  2003, we changed our name to LegalPlay Entertainment, Inc. On
September  17,  2003,  our common stock symbol changed to 'LPLE' on the NASD OTC
Bulletin  Board.

In  an  effort  to diversify our revenue streams, we purchased the rights, title
and  interest  to  a horse racing prediction software. We purchased the software
and  related  customer  data from Rich Media Technology Inc. in October 25, 2003
for $20,000. We own the software system and data outright and therefore there is
no  further  consideration  payable.

The software will be operated from a horse racing portal known as DailyHorse.com
and  will  be offered on a monthly recurring subscription basis to consumers. We
will  also  offer  the technology on a license basis to gaming related companies
such  as  horse  tracks.

Our  business  strategy remains in the on-line poker industry but is now focused
into legal, skill based gaming and intends to own and operate a skill poker card
room  in  the  United  States  and  Canada.


SUBSEQUENT  EVENT

1.   On  January  6, 2004, we issued 605,000 options under the terms of the 1998
     Combined  Incentive  and  Nonqualified  stock  option  plan  to  employees,
     officers and directors. These stock options have no vesting provision, with
     the  exercise  price at $0.11 and will expire in two years from the date of
     issue. On the date of the grant, the market price of the stock was equal to
     the  exercise  price.

2.   On January 23, 2004, we entered into a letter of intent with GamblingVision
     Group  Inc.  whereby  GamblingVision  will,  subject  to  the conditions of
     closing,  merge  with  a  subsidiary  corporation  of  LegalPlay.

     Following  our due diligence period, we announced on March 31, 2004 that we
     would  not  be  completing  the transaction to acquire GamblingVision Group
     Inc.  due to our findings that the technology was too premature and was not
     an  immediate  fit with our core business of gaming relating products which
     do  not  contravene  gaming  regulations.


                                        7
<PAGE>
DESCRIPTION  OF  BUSINESS  DURING  2003

On  February  12, 2003, we entered into an Asset Purchase & Assignment Agreement
with  Blue Diamond International Capital Inc. of Switzerland for the acquisition
of  all  certain inventions in connection with a patent application for a method
of  determining  skill in a tournament setting and several Internet domain names
in  connection  with  the  same.

In  consideration  for  the  exchange  of  the  assets  acquired pursuant to the
Assignment  Agreement,  we have paid Blue Diamond US$50,000 and issued 3,000,000
common  shares  in the capital stock of the Company (based on the closing market
price  of  $0.035  on  the  date  of  issue  for  a  total  cost  of  $105,000).

In  addition,  Blue Diamond will receive the greater of US$3,500 per month or 4%
of the gross revenue we receive from operating games using the technology of the
provisional  patent.  In  the event that we further licensed the technology to a
third  party,  Blue Diamond will also receive 20% of any initial license fee and
4%  of  the  gross  revenue  of  any  such  licensee.

On  March 31, 2003, we entered into a Master License  Agreement  with  Pokersoft
Corporation  A.V.V.  ("Pokersoft")  for  the  purpose  of  the  exclusive
development  of  the  Skill  Poker  system  based  on  our  patent  pending
technology.

We  paid  Pokersoft  an  initial  license  fee of US$30,000 and issued 3,000,000
shares  in  its  common stock to Pokersoft (based on the closing market price of
$0.018 on the date of issue for a total cost of $54,000). Pokersoft will receive
the  greater  of  US$3,000  per  month  or a royalty payment of 15% of the gross
revenue  we  receive  from  operating games using the patent pending technology.
The  development  cost  of  the  system  will  be paid in addition to the above.

On  April  8,  2003, we announced that we had delivered notice of termination to
Trimon  Systems  Inc.  ("Trimon")  in  relation  to a  Software  Master  License
Agreement  executed  on  July  31, 2001.  We determined that the Trimon software
was  not  providing  the  expected  return  on  investment.

In accordance with the terms and conditions of the license, there was no expense
relating  to  the  termination.  We  will  no  longer be required to pay monthly
maintenance  fees and will curtail the operations of the existing casinos in the
near  future.

On  September 15, 2003 we also changed our name from Poker.com, Inc to LegalPlay
Entertainment  Inc.  in  accordance  with  shareholder  approval received at the
annual  general  meeting  held  September  9,  2003.

On  September  17,  2003,  our  wholly  owned  subsidiary,  SkillPoker.com, Inc.
officially launched a beta for SkillPoker tournaments on www.SkillPoker.com, the
first  skill  based  poker  site  in  North  America.

On October 25, 2003, we entered into an agreement with Richmedia Technology Inc.
to acquire the source code, software application, databases and all other assets
in  relation  to a system of horse handicapping, result prediction and race data
management.  We  paid  Richmedia  Technology  US$20,000  in  total  will  not be
required  to  pay  any  ongoing  royalties  to  any  parties.


                                        8
<PAGE>
On  November  3,  2003,  we  received  notice  from the Supreme Court of British
Columbia  that  we  were  successful  in  establishing  a substantial connection
between  the  claims Communication Services Inc. was making and the jurisdiction
in  British Columbia. LegalPlay Entertainment Inc. can therefore pursue its case
against  Communication  Services Inc. in British Columbia in connection with the
litigation  regarding  the  URL  www.Poker.com. Parallel arbitration proceedings
against  Ala  Corp.  remain  under  way.  (See  Item  3  Legal  Proceedings)

On  November  15,  2003,  our wholly owned subsidiary, SkillPoker.com officially
released  the  real  money,  pay-for-play  version for SkillPoker tournaments on
www.SkillPoker.com.  In  2003,  we  generated  marginal revenues from the patent
------------------
pending  SkillPoker  system  considering  its  launch at the end of the calendar
year.

COMPETITION

The  online  gaming  market is rapidly evolving and intensely competitive and we
expect  that competition will further intensify in the future. Barriers to entry
are  minimal,  and  current  and  new  competitors  can  launch  new  sites at a
relatively  low  cost.

We believe that the principal competitive factors in its online market are brand
recognition,  selection,  variety  of  value-added  services,  ease-of-use, site
content,  quality  of  service,  and  technical expertise. Many of our potential
competitors  have  longer  operating  histories,  larger customer bases, greater
brand  recognition and greater financial, marketing and other resources than us.
We  are  aware  that  certain  of our competitors have and may continue to adopt
aggressive  policies  and  devote  substantially  more  resources to website and
systems  development  than  us.  Increased  competition  may  result  in reduced
operating  margins,  loss  of  market  share  and  a diminished brand franchise.

There  can  be no assurance that we will be able to compete successfully against
current  and  future competitors. New technologies and the expansion of existing
technologies  may  increase  the  competitive  pressures  on  us.

INTERNET  GAMING  COMPANIES

Our  research  shows  that  there  are  a number of public and private companies
competing  for  market  share  in  the internet gaming world.  Although we offer
licenses  at a lesser price than most of our competitors many of our competitors
(Cryptologic,  World  Gaming  and  Boss  Media) have download platforms that are
graphically  far  superior  to  ours.  We,  however,  are  able to provide links
whereas  some  of  our competitors may not do so.  Following is a description of
companies  which  we  currently  compete  with  in  the on-line gaming business:

     (1)  CryptoLogic  Inc.  (Toronto  Stock  Exchange:  CRY)

          Cryptologic  is  a well-known licensor in the software/technology side
          of  the  industry. It charges licensees an up-front $250,000 licensing
          fee  for  use  of its 19 casino games, as well as charging 50% of each
          licensee's  net  revenue.  CRY  has two primary technologies. "E-cash"
          software  is  an  efficient  and  secure  application  that  utilizes
          proprietary  real-time  cryptographic  technology  to  enable  secure
          Internet  commerce  and  information  transmission.  Internet  casino
          software  was  first  released  in  1996  and


                                        9
<PAGE>
          licensed  through  the  wholly-owned  subsidiary  Internet  Overseas
          Licensing  Limited  (IOLL).  IOLL's  12  licensees comprise one of the
          largest segments of the online casino market. CRY's expertise consists
          of:  Internet  software  development;  Internet  communications;
          client/server  applications;  data  security  and  random  number
          generation;  international  banking;  mathematics;  3D  graphics;  and
          animation.

     (2)  World  Gaming  PLC  (NASD  OTC  BB:  WGMGY)

          World  Gaming  is  primarily  a  developer,  licensor, and provider of
          online  gaming  technology and websites. World Gaming currently offers
          online  gaming  services  through  its own subsidiary that only serves
          clientele  outside  of  North  America, and through another subsidiary
          licenses  turnkey  online gaming packages to independent licensees. As
          at  the end of June 1999, World Gaming (Formally Starnet) had launched
          websites  for 42 licensees. Virtual casino offerings include more than
          22  different  games  such  as blackjack, pai gow poker, roulette, and
          craps.  A  live  sports  book  is  also  operational.

          World  Gaming  typically  charges its licensees a US $100,000 up-front
          fee, consulting fees, and a percentage of each licensee's net revenues
          (based  on  a  graduated calculation from 40% of the first US $100,000
          down  to  15%  of  any  net  revenues  over  US  $5,000,000).

     (3)  Chartwell  Technology  Inc.  (Toronto  Stock  Exchange,  Venture  CWH)

          Chartwell  is  a  developer  of  gaming applications and entertainment
          content  for  the Internet and wireless platforms using Java and Flash
          based  software  products.

     (4)  Euniverse  Inc.  (OTC:  EUNI.PK)

          Euniverse  Inc. is one of the largest entertainment and media networks
          on  the  internet  serving  over  50  Million  subscribers each month.
          Through  a  wholly  owned subsidiary, Game Universe Inc., they operate
          two  skill  baswed  gaming  sites  at  www.SkillJam.com  and
                                                 ----------------
          www.CasesLadder.com.
          -------------------


     (5)  YouBet.com,  Inc.  (NASDAQ:  UBET)

          UBET  is  a  technology  company that specializes in live online event
          wagering.  UBET  is  an innovator in the areas of content development,
          network  deployment,  and management services. UBET currently provides
          an  interactive  race  and sports environment. UBET's Chairman is also
          the  founder  and  largest shareholder of Silicon Gaming, Inc. (SGIC).

          Youbet.com,  Inc.,  which  recently changed from YouBet International,
          Inc.  to reflect its interest in developing an e-commerce business, is
          a  development  stage company


                                       10
<PAGE>
          engaged  in  developing  PC-based  propriety  communications  software
          technology  to  be  utilized  by  consumers  for  online entertainment
          purposes. The Company has developed proprietary technology in both the
          computer  and  horse  racing  industries.

          YouBet  is  a  "closed-loop"  Intranet  system  operating  in selected
          states.

          Thus,  the potential market that YouBet can target is narrow. To place
          a  wager  on  YouBet's  system,  a  customer must open an account with
          YouBet,  open  a  separate account with Ladbrokes Call-A-Bet, wait for
          the  CD  to  arrive  in  the  mail,  and  install  it.

          We  do  not  compete  directly  with  U-Bet  who  are primarily in the
          Sportsbetting  business  but  may  do  so  at  such time as we offer a
          Sportsbook  license.

     (6)  Boss  Media  AB  (Sweden  -  www.bossmedia.com)

          Boss  Media  AB,  develops  turnkey  solutions  for online casinos. It
          grants  licenses  for products needed to create and maintain an online
          gaming  business. Boss Media provides download software, a game server
          payment  system, website design, a marketing platform and services for
          a  fee  of  $250,000.  The product line includes "Seven Card Stud" and
          "Roulette".  Its two subsidiaries are located in Antigua. Boss Casinos
          Ltd.  focuses  on  the  daily  technical  maintenance  and  operation
          processing  of  financial  transactions.

     (7)  MicroGaming  -  (South  Africa)

          A  private  company  based  in  South Africa, MicroGaming develops and
          sells  turnkey  Internet  casino  systems  to  casino  operators  and
          entrepreneurs  for  a  licensing  fee  of  $100,000 (five casino-based
          games).  MicroGaming  also  assists in the areas banking services, and
          general  consulting/marketing  services.

          MicroGaming  has  marketing  offices  in  Europe and it is managements
          understanding  that  they  have  sold  the most gaming licenses on the
          Internet.


     (8)  Global  InterActive  is located in Antigua and we are to an extent, in
          direct  competition  to them. The difference between the software that
          Global uses and ours is the fact that Global offers a download version
          of its Casino games while we offer Java based Casino Games. Management
          believes  that  Global  sells their Casino links at an asking price of
          $39,900.  Global's  Casino  links  are  connected to a "Master Casino"
          which  uses  World  Gaming's  software  program.

REGULATION

GOVERNMENT  REGULATION  OF  THE  INTERNET


                                       11
<PAGE>
We may be subject, both directly and indirectly, to various laws and regulations
relating  to  our  business, although there are few laws or regulations directly
applicable  to  selling on-line gaming software on the Internet. However, due to
the  increasing popularity and use of the Internet, it is possible that a number
of  laws  and regulations may be adopted with respect to gaming on the Internet.
Such  laws  and  regulations  may  cover  issues  such as user privacy, pricing,
content,  copyrights,  distribution  and characteristics and quality of products
and  services.

Furthermore,  the  growth  and development of the market for online commerce may
prompt  calls  for  more  stringent  consumer  protection  laws  that may impose
additional burdens on those companies conducting business online.  The enactment
of  any  additional  laws  or regulations may impede the growth of gaming on the
Internet which could, in turn, decrease the demand for our products and services
and  increase our cost of doing business, or otherwise have an adverse effect on
us.

In  July 1998, the US Senate voted to largely prohibit gambling on the Internet.
Under the legislation, operators of illegal Internet gambling sites based in the
USA could be sentenced to up to four years in jail and fined up to $20,000. Some
Internet-based  "fantasy"  or  "rotisserie"  sports  league  activities would be
exempt  from  the  ban.  However, in August 1998 the US House of Representatives
overwhelmingly  voted  down  the  legislation.  On  March  23, 1999, Senator Kyl
(R-Arz.)  submitted  Bill  S.692  to  the Senate for consideration. The Bill was
passed  in  November  1999  but  is  still  required  to  be passed by Congress.

In  the  event  the  Kyl  bill is passed by Congress, the effect on revenue from
marketing  Antico's card room and Casino could be negatively affected.  However,
senator  Kyl  has  indicated that if the Bill is passed, the intention is not to
charge any American wagering on Internet gaming, but to charge the operator. All
the  companies sub-licensees operate in off-shore jurisdictions and would not be
subject  to  any  US  Law.


We  do  not propose to sell any pure gaming licenses, as our products are either
skill  based  or  non  wagering related software, we are not subject to the same
level  of  regulation  as  pure  online  gaming  companies.

There  are  currently  no  requirements  set  out  by Government Regulations for
approval  of  Development  and/or  sale  of  gaming  software  or sale of gaming
licenses.

We do not operate a gaming site and are therefore not subject to the regulations
proposed  under  the  'Kyl'  bill.

The  move  on  the  part of the federal government to ban Internet gambling is a
departure  from  gambling policy.  The federal government has typically left the
issue  up  to the authority of the state governments, resulting in wide range of
attitudes  towards  gambling.  However,  as Internet gambling employs interstate
telecommunication  systems,  there  is  potential  for federal regulations to be
promulgated.  Most  states  allow  some  type  of  gambling,  whether it be full
casinos,  card  rooms, pari-mutuel tracks or state-operated lotteries.  Only two
states,  Hawaii  and  Utah,  prohibit  all  forms  of  gaming.

THE  INTERNET  GAMBLING  FUNDING  PROHIBITION  ACT

The  proposed  Internet  Gambling  Funding  Prohibition  Act  (the  "Bill")  was
introduced  to  the U.S. House of Representatives on May 10, 2000. The object of
the  Bill  is  to  prevent  the  use  of  certain  bank instruments for Internet
Gambling, and for other purposes. Section 3 of the Bill would make it illegal to
use  bank


                                       12
<PAGE>
instruments  to  pay entry fees, place bets, collect betting winnings or conduct
other gambling activities through the Internet. Covered bank instruments include
credit  cards, debit cards, electronic fund transfers through money transmitting
businesses,  checks, bank drafts or similar instruments drawn by or on behalf of
a  person  payable  through  a  financial  institution. Section 4 of the Bill is
proposed  to  encourage  enactment  and  enforcement  of laws in those countries
affected  with money laundering, corruption and crime issues in order to prevent
Internet  gambling  and  use  of  financial  payment  and  transfer  systems  to
facilitate  Internet  Gambling.

This  legislation  is  still  being  considered by the House of Representatives.

THE  COMBATING  ILLEGAL  GAMBLING  REFORM  AND  MODERNIZATION  ACT

The  bill  is  the  third  attempt  by US Rep. Bob Goodlatte (R-Va.) to prohibit
Internet  gambling.  The  bill  would  amend  the Interstate Wire Act, making it
unlawful  for  gambling  businesses  to  accepts  bets  using any communications
facility,  including  the  Internet.  The  original  Interstate Wire Act of 1961
applied  only  to  sports  betting using a wire communications facility. Besides
this,  the  bill  also  contains a provision barring the acceptance of credit or
other  financial  instruments  in connection with an interstate bet or wager. On
June  18, 2002, the bill was approved by the House Judiciary Committee, but only
after several exemptions for state lotteries and the Nevada gaming industry were
dropped  from  the  bill. The resulting bill now tends toward a total ban on all
forms  of  Internet  gambling.

UNLAWFUL  INTERNET  GAMBLING  FUNDING  PROHIBITION  ACT

This  bill  is designed to make it illegal for financial institutions to process
and  accept  payments  for  any  Internet  gaming business. This includes credit
cards,  wire  transfers,  checks  and electronic fund transfers. Protection from
liability  is  provided  to  certain  financial  intermediaries  should  their
businesses be used unknowingly for Internet gambling transactions. On October 1,
2002,  the  Leach-LaFalce  Bill  (HR  556)  was  passed  by  the  House  of
Representatives.  However  the  bill  never  made  it  through  the  senate.

UNLAWFUL  INTERNET  GAMBLING  FUNDING  PROHIBITION  ACT

This bill is essentially a reconciliation of the previous HR 556 and HR 3215 and
serves  the same purposes. It also calls for U.S. officials to work with foreign
governments to determine whether offshore Internet gambling sites are being used
for  money  laundering or other crimes. On March 13, 2003 it was approved by the
House  Financial  Services  Committee,  and  now  faces  a  full  House  vote.

STATE  ROLE  IN  PROHIBITION  OF  INTERNET  GAMBLING

Residents  in  states  prohibiting  gambling  may circumvent anti-gaming laws by
logging  into the Internet.  Several states have taken the initiative to curtail
Internet  gambling  within  their  borders  by  taking  legal action against the
website operators.  However, as we do not own or operate a casino or cardroom in
the  United States of America or in any other jurisdiction nor do we sell casino
sub-licenses, links or card-rooms  to U.S based companies, there does not appear
to  be  any  legal  liability  that  could  be  incurred by us as a result of an
off-shore  sub-  licensee  accepting  wagering  from  North  American customers.



                                       13
<PAGE>
OTHER  INFORMATION

Neither  the  Company  nor  any  of its subsidiaries engaged in any research and
develop  activities during 2003. We do not manufacture any products or engage in
any  activity  that  requires  compliance  with  environmental  laws.

EMPLOYEES

As  of  December  31,  2003,  we  had  five employees, all of whom were based in
Vancouver,  British  Columbia,  Canada.

RISK  FACTORS

An  investment  in  our  common stock involves a high degree of risk. You should
read  the  following  risk factors carefully before purchasing our common stock.
The risks and uncertainties described below are not the only ones we face. Other
risks  and  uncertainties,  including  those  that  we do not currently consider
material,  may impair our business. If any of the risks discussed below actually
occur,  our business, financial condition, operating results or cash flows could
be  materially  adversely  affected.  This  could cause the trading price of our
common  stock  to decline.  The terms "we", "our" and "us" refer to the Company.

Government  Regulation  of  the  Internet

We may be subject, both directly and indirectly, to various laws and regulations
relating  to  its  business, although there are few laws or regulations directly
applicable  to  selling on-line gaming software on the Internet. However, due to
the  increasing popularity and use of the Internet, it is possible that a number
of  laws  and regulations may be adopted with respect to gaming on the Internet.
Such  laws  and  regulations  may  cover  issues  such as user privacy, pricing,
content,  copyrights,  distribution  and characteristics and quality of products
and  services.

Furthermore,  the  growth  and development of the market for online commerce may
prompt  calls  for  more  stringent  consumer  protection  laws  that may impose
additional  burdens on those companies conducting business online. The enactment
of  any  additional  laws  or regulations may impede the growth of gaming on the
Internet which could, in turn, decrease the demand for our products and services
and  increase our cost of doing business, or otherwise have an adverse effect on
us.

State  Role  in  Prohibition  of  Internet  Gambling

Residents  in  states  prohibiting  gambling  may circumvent anti-gaming laws by
logging  into the Internet.  Several states have taken the initiative to curtail
Internet  gambling  within  their  borders  by  taking  legal action against the
website operators.  However, as we do not own or operate a casino or cardroom in
the  United States of America or in any other jurisdiction nor do we sell casino
sub-licenses,  links or card-rooms to U.S based companies, there does not appear
to  be  any  legal  liability  that  could  be  incurred by us as a result of an
off-shore  sub-  licensee  accepting  wagering  from  North  American customers.

Limited  Operating  History


                                       14
<PAGE>
We have a short operating history on which to base an evaluation of its business
and prospects.  Our prospects must be considered in light of the risks, expenses
and  difficulties frequently    encountered by companies in their early stage of
development,  particularly companies in new and rapidly evolving markets such as
online  commerce. Such risks include, but are not limited to, possible inability
to  respond promptly to changes in a rapidly evolving and unpredictable business
environment and the risk of inability to manage growth.  To address these risks,
we  must, among other things, develop and expand our customer base, successfully
implement our business and marketing strategies, continue to develop and upgrade
website  and transaction- processing systems, provide superior customer service,
respond to competitive developments, and attract and retain qualified personnel.
If  we  are  not  successful  in  addressing  such  risks,  we may be materially
adversely  affected.

Dependence  on  Continued  Growth  of  Online  Commerce

Our  long-term viability is substantially dependent upon the widespread consumer
acceptance  and use of the Internet as a medium of commerce. Use of the Internet
as  a  means  of  effecting  monetary  transactions  is  at  an  early  stage of
development,  and  demand and market acceptance for recently introduced services
and  products  over the Internet remains uncertain. We cannot predict the extent
to  which  consumers  will  be  willing  to  shift their gaming habits to online
casinos.

The  Internet  may  not  become  a viable commercial marketplace for a number of
reasons,  including  potentially inadequate development of the necessary network
infrastructure,  delayed  development  of  enabling  technologies and inadequate
performance  improvements. In addition, the Internet's viability as a commercial
marketplace could be adversely affected by delays in the development of services
or  by  increased government regulation. Changes in or insufficient availability
of  telecommunications  services  to  support  the Internet also could result in
slower  response  times and adversely affect usage of the Internet generally and
us  in  particular.  Moreover,  adverse publicity and consumer concern about the
security  of transactions conducted on the Internet and the privacy of users may
also  inhibit the growth of commerce on the Internet. If the use of the Internet
does  not  continue  to  grow  or  grows  more  slowly  than expected, or if the
infrastructure  for  the  Internet  does not effectively support growth that may
occur,  we  would  be  materially  adversely  affected.

Need  for  Additional  Funds

Our capital requirements depend on several factors, including the rate of market
acceptance,  the  ability  to develop and expand our customer base, the level of
expenditures  for  sales  and  marketing,  the  cost  of website development and
upgrades,  and other factors. If capital requirements vary materially from those
currently  planned, we may require additional financing sooner than anticipated.
Regardless  of  when  needed,  there  can be no assurance that financing will be
available  in  amounts  or  on  terms  acceptable  to  us, if at all.  If equity
securities  are  issued  in  connection  with  a  financing,  dilution  to  our
shareholders  may  result,  and  if  additional  funds  are  raised  through the
incurrence  of debt, we may become subject to restrictions on its operations and
finances.

Rapid  Technological  Change

To  become and remain competitive, we intend to develop, enhance and improve the
responsiveness,  functionality  and  features  of proposed sites and develop new
features  to  meet  customer  needs.  The  Internet


                                       15
<PAGE>
is  characterized  by  rapid  technological change, changes in user and customer
requirements and preferences, frequent new product and service introductions and
the  emergence  of  new  industry  standards and practices that could render our
proposed  websites, technology and systems obsolete. Our success will depend, in
part,  on  its  ability  to license leading technologies useful in its business,
enhance  its proposed services, develop new services and technology that address
the  needs  of its proposed customers, and respond to technological advances and
emerging  industry standards and practices on a cost-effective and timely basis.
If  we  are  unable to use new technologies effectively or develop and adapt its
websites,  proprietary technology and transaction-processing systems to customer
requirements  or  emerging  industry standards, it would be materially adversely
affected.

System  Damage  or  Failure

Our  skillpoker  system  software is vulnerable to damage from earthquake, fire,
floods,  power loss, telecommunications failures, break-ins and other unforeseen
events.  Our  business  is  dependent     upon its sub-licensees' communications
hardware and computer hardware being operational.  A substantial interruption in
these  systems  would  adversely  affect  our  business.

Dependence on the Communications Infrastructure of the Internet for
Transmitting  Information

We,  and  skillpoker  system software, utilize electronic communications and the
Internet  infrastructure  to  send  and receive information.  Our future success
will  depend,  in  significant  part,  upon  the  maintenance and growth of this
infrastructure  and  any  failure  or  interruption  may have a material adverse
effect  on  our  business.  To  the extent that this infrastructure continues to
experience  an  increased  numbers  of  users,  increased  frequency  of use and
increased  bandwidth  requirements  of  users,  we  cannot  be certain that this
infrastructure  will  be  able  to  support the demands placed on it or that the
performance  or  reliability  of  this  infrastructure  will  not  be  adversely
affected.  Outages and delays in sending or receiving data as a result of damage
to  portions  of  this  infrastructure could also affect our ability to transmit
information.

Online  Security  Risks

If  our  skillpoker  system  software  and  controls are unable to handle online
security  risks,  its  business  will  be  adversely affected. These systems use
packet  filters, fire-walls, and proxy servers which are all designed to control
and  filter  the  data.  However,  advances  in  computer  capabilities,  new
discoveries  in  the  field of cryptography, or other events or developments may
make it easier for someone to compromise or breach the technology used by us and
our sub-licensees to protect subscribers' transaction data.  If such a breach of
security  were  to  occur,  we could cause interruptions in services and loss of
data  or  cessation  in  service.  This  may  also  allow someone to introduce a
"virus",  or  other  harmful  component  causing an interruption or malfunction.

To  the  extent  that  our  activities  involve  the storage and transmission of
information  such  as  credit  card  numbers, security breaches could damage our
reputation and expose us to a risk of loss or litigation and possible liability.


                                       16
<PAGE>
New  business  strategy

After  completion of our year ended December 31, 2002, we assessed the viability
of  our  business  in  light of our current legislative condition and determined
that  our  prospects  of  future  profitable  operations may be delayed or never
realized.  As  a  result,  we entered into an agreement to acquire a provisional
patent  for  the  method  of  determining skill in a tournament setting with the
intention  of  discontinuing  existing  licensing  arrangements and developing a
business foundation on skill and poker and gaming on the Internet.  We intend to
explore  new  business opportunities; however, we cannot assure you that we will
successfully enter into a new business or that such business opportunity will be
commercially  successful.

We  do  not  plan  to  pay  dividends

For  the foreseeable future, we do not intend to pay any dividends on its common
stock.  Any  future  decision  with  respect  to  dividends will depend upon our
future  earnings,  future  capital  needs and operating and financial condition,
among  other  factors.

Broker-dealers  may  be  discouraged  from  effecting transactions in our shares
because  they  are  considered  penny  stocks and are subject to the penny stock
rules.

Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934,
as  amended,  impose  sales  practice  and  disclosure  requirements  on  NASD
broker-dealers  who  make  a  market in "a penny stock". A penny stock generally
includes  any  non-NASDAQ  equity  security that has a market price of less than
$5.00  per  share.  Our  shares  are  quoted  on the OTCBB, and the price of our
shares  ranged from $0.02(low) to $0.26(high) during the year ended December 31,
2003.  The  closing  price  of  our shares on March 24 was $0.05.  Purchases and
sales  of our shares are generally facilitated by NASD broker-dealers who act as
market  makers  for  our  shares.  The  additional sales practice and disclosure
requirements  imposed  upon  broker-dealers  may  discourage broker-dealers from
effecting  transactions  in  our  shares,  which could severely limit the market
liquidity  of  the  shares  and  impede  the sale of our shares in the secondary
market.

Under the penny stock regulations, a broker-dealer selling penny stock to anyone
other  than  an  established  customer  or  "accredited investor" (generally, an
individual  with net worth in excess of $1,000,000 or an annual income exceeding
$200,000,  or  $300,000  together  with  his  or her spouse) must make a special
suitability  determination  for  the  purchaser and must receive the purchaser's
written  consent  to  the transaction prior to sale, unless the broker-dealer or
the  transaction  is  otherwise  exempt.

In  addition,  the penny stock regulations require the broker-dealer to deliver,
prior to any transaction involving a penny stock, a disclosure schedule prepared
by  the  Commission relating to the penny stock market, unless the broker-dealer
or  the  transaction  is  otherwise exempt.  A broker-dealer is also required to
disclose  commissions  payable  to  the  broker-dealer  and  the  registered
representative  and  current  quotations  for  the  securities.  Finally,  a
broker-dealer  is  required  to  send monthly statements disclosing recent price
information  with  respect  to  the penny stock held in a customer's account and
information  with  respect  to  the  limited  market  in  penny  stocks.

ITEM  2.     DESCRIPTION  OF  PROPERTY


                                       17
<PAGE>
In  2003,  we  occupied  1,145 square feet of commercial space at #630-1188 West
Georgia Street in Vancouver, British Columbia, Canada.  This facility housed all
of  our  operations including technical, marketing and administration for all of
our subsidiaries.  The annual cost of the space at the West Georgia location was
approximately  $18,700  USD.


ITEM  3.     LEGAL  PROCEEDINGS

On  December  6,  2002,  the  domain  www.poker.com  was re-directed without our
                                      -------------
consent  or  knowledge  by  Ala  Corp.,  a  company registered under the laws of
Antigua and whose principal is Liz Bryce of Vancouver, British Columbia, Canada.
The domain was originally licensed from Ala Corp. to UniNet Technologies Inc. in
1999.   UniNet  immediately  sub-licensed  the  domain  to  us.  In  turn,  we
sub-licensed  the domain to Antico Holdings S.A. of Costa Rica for the operating
casino  and/or  card  rooms.  We  retained  all  other rights to the domain name
including  developing the web site as a portal, marketing casinos and card rooms
and  other  gaming  software.

Liz Bryce, through Ala Corp., owns 1,297,900 shares of our common stock or 4.98%
of  our  issued  and outstanding common stock.  In addition, Ms. Bryce's parents
collectively  own  1,105,500  shares  or  4.24% of our common stock.  Ms. Bryce,
together  with  her  parents, owns directly and indirectly, a total of 2,403,400
shares  or  9.23%  of  our  common  stock.

Although contemplated in the agreements between Ala Corp. and Uninet and between
Uninet  and us, Ala Corp. failed to provide Uninet or us with any notice that it
was  redirecting  the  domain.  As  such,  we were unaware of any allegations of
contractual  breach and management is of the opinion that all obligations as set
forth  by  the terms and conditions of the agreements have been fulfilled and we
are  not  aware  of  any  reason  for  this  dispute.

We  have  agreed  with  Uninet  to jointly pursue all legal avenues available to
retain  the  exclusive  right  to  use  the  www.poker.com  and  to  enforce the
                                             -------------
provisions  of  the  agreement  between  Ala  Corp.  and  Uninet.

After  the  domain was redirected, Ala Corp. transferred the registered owner of
the  domain  to  Communications  Services  Inc., a company registered in Western
Samoa  and  the  registrar  was  changed  from California based Verisign Inc. to
Australia  based  Fabulous.com.

Together  with Uninet, we applied to The Internet Corporation for Assigned Names
and Numbers (ICANN), a governing body which oversees domain registration and use
issues,  for  the  purpose  of obtaining a decision on the basis of the wrongful
redirection  of  www.poker.com.   ICANN, however, ruled on January 21, 2003 that
                 -------------
since  the  domain is now registered in the name of Communication Services Inc.,
it  could  only  decide  on a dispute between Ala Corp., the previous registered
owner  of  the domain and Communications Services Inc.  Together with Uninet, we
did  not  have  any  standing to apply for relief with ICANN since neither of us
were  ever  the  registered  owner  of  the  domain  name.

On  February 28, 2003, together with Uninet, we sued Communication Services Inc.
in  the  Supreme  Court  of British Columbia, Canada for a declaration that as a
successor  and  assignee of Ala Corp., Communications is a trustee of the domain
name  for  the  benefit  of  Uninet  and us; an accounting for profits earned by
Communication  through  the  wrongful use of the domain name; a declaration that
Ala and Communication


                                       18
<PAGE>
are  bound  by  the License Agreement between Ala and Uninet; a declaration that
Uninet  and  us  are  entitle  to  the  exclusive  use  of  the  domain  name.

In  addition,  together  with Uninet, we are presently proceeding to arbitration
(in accordance with the terms and conditions of the agreement) with ALA Corp. in
Vancouver,  British  Columbia,  Canada to assert Uninet and our rights under the
agreements.   We  are  in  the  process  with  Ala Corp. at selecting a mutually
acceptable  arbitrator.

In  the  meantime, together with Uninet, we requested and the current registrar,
Fabulous.com to impose a lock on the domain pending outcome of the Supreme Court
action  and  the  arbitration  which  means  the domain cannot be transferred to
either  another  owner  or  to  another  registrar.

As  mentioned  above,  we  sub-licensed the domain name to Antico Holdings SA of
Costa  Rica  to  use the domain for operating casinos and/or card rooms.  Antico
has  notified  us  that  it  has  ceased all payments of royalties payable to us
pending  resolution  to  the  dispute  over  the  right to use the domain. It is
anticipated that Antico will allege that we are responsible for damages incurred
by  Antico  as a result of the dispute.  We intend to defend any claims and will
appropriately  claim  similarly against Uninet Technologies  Inc., ALA Corp. and
Communications  Services  Inc.

Our  focus to return the rightful use of the domain Poker.com remains and we are
continuing  with  the  process to select a mutually acceptable arbitrator panel.

To  the  knowledge of management, no federal, state or local governmental agency
is  presently contemplating any proceedings against us.  Other than as described
above, no director, executive officer or affiliate thereof or owner of record or
beneficially of more than five percent of our common stock is a party adverse to
or  has  a  material  interest  adverse  to  us  in  any  proceeding.


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

No  matters  were  submitted  to  a  vote  of security holders during the fourth
quarter  of  2003.

                                     PART II

ITEM  5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDERS  MATTERS

MARKET  INFORMATION

There  is no "established trading market" for shares of our common stock.  As of
March  24,  2004 common stock was quoted on the over-the-counter on the Bulletin
Board operated by the National Association of Securities Dealers, Inc. under the
symbol  "LPLE".  No assurance can be given that any "established trading market"
for  our  common  stock  will  develop  or  be  maintained.

The  range  of  high  and low closing bid quotations for our common stock during
each  quarter  of  the calendar years ended December 31, 2003, and 2002 is shown
below, as quoted by Bloomberg, Inc.  Prices are inter-dealer quotations, without
retail  mark-up,  markdown  or  commissions  and  may  not  represent  actual
transactions.


                                       19
<PAGE>
<TABLE>
<CAPTION>
                                 STOCK QUOTATIONS

              ----------------------------------------------------------
              Quarter ended                          High Bid   Low Bid
              -------------------------------------  ---------  --------
<S>                                                  <C>        <C>
              -------------------------------------  ---------  --------
              March 31, 2002                         $    0.27  $   0.23
              -------------------------------------  ---------  --------
              June 30, 2002                          $    0.26  $   0.22
              -------------------------------------  ---------  --------
              September 30, 2002                     $    0.10  $   0.08
              -------------------------------------  ---------  --------
              December 31, 2002                      $    0.03  $   0.03
              -------------------------------------  ---------  --------
              March 31, 2003                         $    0.02  $   0.02
              -------------------------------------  ---------  --------
              June 30, 2003                          $    0.05  $   0.05
              -------------------------------------  ---------  --------
              September 30, 2003                     $    0.14  $   0.14
              -------------------------------------  ---------  --------
              December 31, 2003                      $    0.13  $   0.12
              ----------------------------------------------------------
</TABLE>

The  future  sale  of  our presently outstanding "unregistered" and "restricted"
common stock by present members of management and persons who own more than five
percent  of  our outstanding voting securities may have an adverse effect on any
"established trading market" that may develop in the shares of our common stock.

HOLDERS

As at March 3, 2004, we had 40 shareholders of record of common stock, including
shares  held  by  brokerage  clearing  houses,  depositories  or  otherwise  in
unregistered  form.  We  do  not  know  the  beneficial  owners  of such shares.

DIVIDENDS

We  have not declared any cash dividends with respect to our common stock and do
not  intend  to  declare  dividends  in  the  foreseeable  future.  There are no
material  restrictions limiting, or that are likely to limit, our ability to pay
dividends  on  our  common  stock.

SECURITIES  AUTHORIZED  FOR  ISSUANCE  UNDER  EQUITY  COMPENSATION  PLANS.
The  following  table  provides  the information at the end of December 31, 2003
with  respect  to  compensation  plans  (including  individual  compensation
arrangements)  under  which  equity  securities of the company is authorized for
issuance:


                                       20
<PAGE>
<TABLE>
<CAPTION>
==============================================================================================
                             EQUITY COMPENSATION PLAN INFORMATION
---------------------  ------------------  ------------------  -------------------------------
                           NUMBER OF
                        SECURITIES TO BE
                          ISSUED UPON       WEIGHTED-AVERAGE   NUMBER OF SECURITIES REMAINING
                          EXERCISE OF      EXERCISE PRICE OF    AVAILABLE FOR FUTURE ISSUANCE
                          OUTSTANDING         OUTSTANDING         UNDER EQUITY COMPENSATION
                       OPTIONS, WARRANTS   OPTIONS, WARRANTS     PLANS (EXCLUDING SECURITIES
                           AND RIGHTS          AND RIGHTS         REFLECTED IN COLUMN (a))
PLAN CATEGORY                 (a)                 (b)                        (c)
---------------------  ------------------  ------------------  -------------------------------
<S>                    <C>                 <C>                 <C>
Equity compensation
plans approved by
security holders                  960,000                0.02                        4,200,000
---------------------  ------------------  ------------------  -------------------------------
Equity compensation
plans not approved by
security holders                      Nil                 N/A                              N/A
---------------------  ------------------  ------------------  -------------------------------
TOTAL                             960,000                0.02                        4,200,000
==============================================================================================
</TABLE>


ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  PLAN  OF  OPERATIONS

You  should  read  the following discussion and analysis in conjunction with the
audited  consolidated financial statements and notes thereto appearing elsewhere
in  this  annual  report  on  Form  10-KSB.

OVERVIEW

We operate our business through the three subsidiary companies: Casino Marketing
S.A.,  a  Costa Rican registered company which performs technical management for
our  licensees;  564448  BC  Ltd.,  a  British Columbia registered company which
performs administrative management services to LegalPlay Entertainment Inc.; and
Skill  Poker.com  Inc.,  a  Washington  state registered company incorporated on
January  29,  2003, through which the patent pending Skill Poker system is being
developed  and  through  which  the  Skill  Poker  system  is  operated.

In  2003,  we  initiated its development of an on line skill based gaming system
through  our  subsidiary  Skill  Poker.com Inc. in addition to acquiring a horse
handicapping  software. Our strategy is to engage in the licensing and operating
of  Skill  Poker  card  rooms  in North America and provide a horse handicapping
software  which  will  be  offered  on  a  subscription  basis  online  at
www.DailyHorse.com.


RESULTS  OF  OPERATIONS

TWELVE  MONTHS ENDED DECEMBER 31, 2003 AND TWELVE MONTHS ENDED DECEMBER 31, 2002

General  Description   Management changed the operational mandate to skill based
online  gaming in a view of the potential passing of new legislation in the U.S.
Senate  and  Congress.  The  Company  abandoned  its  pervious  casino and poker
software  gaming  license  operations  and  has  presented  these results on the
financial  statement  as  discontinued  operations.

Revenue.  We  had continuing revenue of $nil and discontinued operations revenue
of  $1,136,970  for  the twelve months ended December 31, 2003, the discontinued
operations  revenue  of $2,768,961 for the twelve


                                       21
<PAGE>
months  ended  December  31,  2002  has  been  reclassified  and  included  in
discontinued  operations.  (Please refer the financial statement note 2 and note
16.)

General  and  Administrative  Operating  Expenses.  Our  total  general  and
administrative  operating  expenses  were  $816,956  in fiscal 2003, compared to
$810,055  in fiscal 2002. The major increase in General administrative operating
expense  during  2003 was primarily due to legal fees associated with the domain
name  dispute.  Legal  fees  are  included  in  professional  fees  of $129,911.

The  following  general  and  administrative expenses increased significantly in
2003  compared  to  2002:

                           2003    Compare to Total    2002    Compare to Total
                                       Expenses                    Expenses

  Professional fees      $129,911         16%        $33,516          4%


During  the fourth quarter of 2003, the Company was in the process of attempting
to  develop cost controls and streamline its operations in response to declining
working  capital.

Net  loss  for  the Year.  Net loss for fiscal 2003 was $607,630 compared to net
loss  of  $63,864  in  fiscal 2002.  We had basic net loss of $0.03 per share in
2003,  compared  to  loss  of  $0.00  per  share  in  2002.

LIQUIDITY  AND  CAPITAL  RESOURCES

At December 31, 2003, we had net working capital of $154,841, including cash and
equivalents  of $209,517.  At December 31, 2002, we had a net working capital of
$835,452,  including  cash  and  cash  equivalents  of  $458,650.

During  the  year  ended  December  31, 2003, the Company used cash in operating
activities  of  $58,744,  cash was used in investing activities of $ 202,389 and
$12,000  cash  has  been  provided from financing activities mainly due to stock
option  exercised  from  employees.

We had no long-term debt obligations at December 31, 2003.  We have entered into
no  derivative  financial  instrument  arrangements  to  December  31,  2003.


                                       22
<PAGE>
ITEM  7.     FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA



     LEGALPLAY ENTERTRAINMENT INC.
     (FORMERLY POKER.COM, INC.)
     CONSOLIDATED FINANCIAL STATEMENTS
     DECEMBER 31, 2003 AND 2002
     (U.S. DOLLARS)






     INDEX                                                               PAGE
     -----                                                               ----

     REPORT OF INDEPENDENT CHARTERED ACCOUNTANTS                          24

     CONSOLIDATED FINANCIAL STATEMENTS

     Consolidated Balance Sheets                                          25

     Consolidated Statements of Operations                                26

     Consolidated Statements of Stockholders' Equity                      27

     Consolidated Statements of Cash Flows                                28

     Notes to Consolidated Financial Statements                           29-47





                                       23
<PAGE>


                   REPORT OF INDEPENDENT CHARTERED ACCOUNTANTS
                   -------------------------------------------

TO  THE  DIRECTORS  AND  SHAREHOLDERS  OF LEGALPLAY ENTERTAINMENT INC. (FORMERLY
POKER.COM,  INC.)

We  have  audited  the  accompanying  consolidated  balance  sheets of LegalPlay
Entertainment  Inc.  (formerly Poker.com, Inc.) as at December 31, 2003 and 2002
and  the  consolidated  statements  of operations, stockholders' equity and cash
flows  for  each of the three years ended December 31, 2003.  These consolidated
financial  statements  are  the responsibility of the Company's management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

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

In our opinion, the consolidated financial statements referred to above, present
fairly,  in  all  material respects, the financial position of the Company as at
December  31, 2003 and 2002 and the results of its operations and its cash flows
for  each  of  the  three  years  ended  December  31,  2003  in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.


"PANNELL  KERR  FORSTER"


Chartered  Accountants

Vancouver,  Canada
February  16,  2004




                                       24
<PAGE>
<TABLE>
<CAPTION>
LEGALPLAY  ENTERTAINMENT  INC.
(FORMERLY  POKER.COM,  INC.)
CONSOLIDATED  BALANCE  SHEETS
DECEMBER  31
(U.S.  DOLLARS)
=======================================================================================
                                                                  2003         2002
---------------------------------------------------------------------------------------
                                                                             (note 2)
<S>                                                           <C>           <C>

ASSETS

CURRENT
  Cash                                                        $   209,517   $  458,650
  Accounts receivable                                               2,965      894,635
  Prepaid expenses and deposits                                    25,741            0
---------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                              238,223    1,353,285
LONG-TERM RECEIVABLE (note 5)                                           0       22,361
EQUIPMENT AND SOFTWARE (note 6)                                   203,884       55,598
INTANGIBLE ASSETS (notes 7 and 8)                                 205,001       55,748
---------------------------------------------------------------------------------------

TOTAL ASSETS                                                  $   647,108   $1,486,992
=======================================================================================

LIABILITIES

CURRENT
  Accounts payable and accrued liabilities (note 9)           $    83,382   $  517,833
---------------------------------------------------------------------------------------
TOTAL LIABILITIES                                             $    83,382      517,833
---------------------------------------------------------------------------------------


COMMITMENTS AND CONTINGENCIES (notes 8, 13 and 17)

STOCKHOLDERS' EQUITY (note 10)

PREFERRED STOCK, $0.01 par value, 5,000,000 shares
authorized, no shares issued and outstanding
COMMON STOCK AND PAID-IN CAPITAL
100,000,000 Authorized shares with a par value of $0.01 each
26,025,000  (2002 - 17,175,000) shares issued and
          outstanding                                           1,857,080    1,624,155
TREASURY STOCK, at cost, 27,000 shares                             (6,881)      (6,881)
SUBSCRIPTIONS RECEIVED                                                  0       32,480
OTHER COMPREHENSIVE INCOME                                         18,981       17,229
DEFICIT                                                        (1,305,454)    (697,824)
---------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY                                        563,726      969,159
---------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $   647,108   $1,486,992
=======================================================================================
See notes to consolidated financial statements.
</TABLE>



                                       25
<PAGE>
<TABLE>
<CAPTION>
LEGALPLAY  ENTERTAINMENT  INC.
(FORMERLY  POKER.COM,  INC.)
CONSOLIDATED  STATEMENTS  OF  OPERATIONS
YEARS  ENDED  DECEMBER  31
(U.S.  DOLLARS)

==========================================================================================
                                                      2003          2002          2001
------------------------------------------------------------------------------------------
                                                                  (note 2)      (note 2)
<S>                                               <C>           <C>           <C>

EXPENSES
  Management and consultant fees (note 11)            231,033       220,706       124,175
  Wages                                               193,732       204,807       326,939
  Professional fees                                   129,911        33,516        28,106
  Royalties, software and advertising                  75,667             0             0
  Office supplies and services                         64,986        93,988        79,960
  Corporation promotion                                26,749       106,544        92,234
  Rent                                                 18,700        37,931        19,648
  Insurance                                            18,182        21,989         7,407
  Website marketing                                     4,176        74,568       261,273
  Bad debt                                              9,240             0        11,000
  Incidental revenues (note 3(g))                      (5,380)            0             0
  Amortization                                         49,960        16,006        13,492
------------------------------------------------------------------------------------------
TOTAL EXPENSES                                        816,956       810,055       964,234
------------------------------------------------------------------------------------------


LOSS FROM CONTINUING OPERATIONS                      (816,956)     (810,055)     (964,234)
DISCONTINUED OPERATIONS (NOTE 16):
  Income from Operations of Discontinued
    Segments                                           24,678       746,191     1,339,855
  Gain on Disposal of Discontinued
    Segment                                           184,648             0             0
------------------------------------------------------------------------------------------

NET INCOME (LOSS) FOR YEAR                        $  (607,630)  $   (63,864)  $   375,621
==========================================================================================


WEIGHTED AVERAGE NUMBER OF SHARES
  OUTSTANDING                                      23,350,664    17,142,945    16,943,219
EARNINGS (LOSS) PER SHARE (note 3)
  Continuing operations                           $     (0.04)  $     (0.06)  $     (0.06)
  Discontinued operations                                0.01          0.06          0.08
==========================================================================================

EARNINGS (LOSS) PER SHARE                         $     (0.03)  $      0.00   $      0.02
==========================================================================================
DILUTED EARNINGS (LOSS) PER SHARE (note 3)
  Continuing operations                           $     (0.03)  $     (0.04)  $     (0.05)

  Discontinued operations                                0.01          0.04          0.07
==========================================================================================
DILUTED EARNINGS (LOSS) PER SHARE                 $     (0.02)  $      0.00   $      0.02
==========================================================================================
See notes to consolidated financial statements.
</TABLE>


                                       26
<PAGE>
<TABLE>
<CAPTION>
LEGALPLAY  ENTERTAINMENT  INC.
(FORMERLY  POKER.COM,  INC.)
CONSOLIDATED  STATEMENTS  OF  STOCKHOLDERS'  EQUITY
YEARS  ENDED  DECEMBER  31
(U.S.  DOLLARS)


                                                                          ACCUMULATED
                                                                             OTHER
                                                                         COMPREHENSIVE               TOTAL
                                COMMON STOCK       TREASURY  SUBSCRIPTIONS  INCOME/  ACCUMULATED  STOCKHOLDERS'
                              SHARES      AMOUNT     STOCK     RECEIVED     (LOSS)     DEFICIT       EQUITY
--------------------------------------------------------------------------------------------------------------
<S>                         <C>         <C>         <C>       <C>          <C>       <C>           <C>
Balance, at
  December 31, 2000         16,935,000  $1,469,235        0   $   22,480   $ 4,755   $(1,009,581)  $  486,889
--------------------------------------------------------------------------------------------------------------
Net income                           0           0        0            0         0       375,621      375,621
Foreign currency
  translation adjustment             0           0        0            0    13,629             0       13,629
--------------------------------------------------------------------------------------------------------------
Total comprehensive
  income                             0           0        0            0         0             0      389,250
Shares issued for cash          15,000       2,250        0            0         0             0        2,250
Subscription received                0           0        0       10,000         0             0       10,000
Stock option benefit                 0     118,920        0            0         0             0      118,920
Repurchase of
  common stock for
  treasury                           0           0   (6,881)           0         0             0       (6,881)
--------------------------------------------------------------------------------------------------------------
Balance, at
  December 31, 2001         16,950,000   1,590,405   (6,881)      32,480    18,384      (633,960)   1,000,428
--------------------------------------------------------------------------------------------------------------
Net loss                             0           0        0            0         0       (63,864)     (63,864)
Foreign currency
  translation adjustment             0           0        0            0    (1,155)            0       (1,155)
--------------------------------------------------------------------------------------------------------------
Total comprehensive
  income                             0           0        0            0         0             0      (65,019)
Shares issued for cash
  on exercise of options       225,000      33,750        0            0         0             0       33,750
--------------------------------------------------------------------------------------------------------------
Balance, at
  December 31, 2002         17,175,000   1,624,155   (6,881)      32,480    17,229      (697,824)     969,159
--------------------------------------------------------------------------------------------------------------
Net loss                             0           0        0            0         0      (607,630)    (607,630)
Foreign currency
  translation adjustment             0           0        0            0     1,752             0        1,752
--------------------------------------------------------------------------------------------------------------
Total comprehensive loss             0           0        0            0         0             0     (605,878)
Stock option benefit                 0      11,800        0            0         0             0       11,800
Cancellation of agreement            0           0        0      (32,480)        0             0      (32,480)
Shares issued for cash
  on exercise of options       600,000      12,000        0            0         0             0       12,000
Shares issued for
  consulting services        2,250,000      50,125        0            0         0             0       50,125
Shares issued for
  intangible assets          3,000,000     105,000        0            0         0             0      105,000
  (note 8(g))
Shares issued for
  software                   3,000,000      54,000        0            0         0             0       54,000
  (note 8(h))
--------------------------------------------------------------------------------------------------------------
Balance, at
  December 31, 2003         26,025,000  $1,857,080  $(6,881)  $        0   $18,981   $(1,305,454)  $  563,726
==============================================================================================================
<FN>
See  notes  to  consolidated  financial  statements.
</TABLE>


                                       27
<PAGE>
<TABLE>
<CAPTION>
LEGALPLAY  ENTERTAINMENT  INC.
(FORMERLY  POKER.COM,  INC.)
CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
YEARS  ENDED  DECEMBER  31
(U.S.  DOLLARS)
=======================================================================================
                                                         2003       2002        2001
---------------------------------------------------------------------------------------
                                                                  (note 2)    (note 2)
<S>                                                   <C>         <C>        <C>

OPERATING ACTIVITIES
  Net income (loss)                                   $(607,630)  $(63,864)  $ 375,621

  Adjustments to reconcile net income (loss) to net
  cash provided by (used in) operating activities
    Non-cash payment for services                        50,125          0           0
     Stock option benefit                                11,800          0     118,920
     Amortization                                        49,960     16,006      13,492
  Changes in non-cash working capital
    Accounts receivable                                 891,670    (19,245)   (419,358)
     Prepaid expenses and deposits                      (25,741)    17,062      33,167
    Accounts payable and accrued liabilities           (434,451)    17,061     (68,626)

  Related to discontinued operations                      5,523    300,507     150,616
---------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN)
  OPERATING ACTIVITIES                                  (58,744)   267,527     203,832
---------------------------------------------------------------------------------------
INVESTING ACTIVITIES
  Purchase of intangible assets                         (50,000)         0     (52,337)
  Purchase of equipment and software                   (152,389)   (29,270)    (81,493)
  Collections of long-term receivable                         0     33,789      72,000
---------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) INVESTING
  ACTIVITIES                                           (202,389)     4,519     (61,830)
---------------------------------------------------------------------------------------

FINANCING ACTIVITIES
  Subscriptions received                                      0          0      10,000
  Purchase of treasury stock                                  0          0      (6,881)
  Cash proceeds from issuance of common stock            12,000     33,750       2,250
---------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                12,000     33,750       5,369
---------------------------------------------------------------------------------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                       0    (16,673)    (19,619)
---------------------------------------------------------------------------------------

INFLOW (OUTFLOW) OF CASH                               (249,133)   289,123     127,752
CASH, BEGINNING OF YEAR                                 458,650    169,527      41,775
---------------------------------------------------------------------------------------

CASH, END OF YEAR                                     $ 209,517   $458,650   $ 169,527
=======================================================================================

SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS
  Assets received for shares issued                   $ 159,000   $      0   $       0
  Subscription received reversed                      $  32,480   $      0   $       0
=======================================================================================
See notes to consolidated financial statements.
</TABLE>


                                       28
<PAGE>
LEGALPLAY  ENTERTAINMENT  INC.
(FORMERLY  POKER.COM,  INC.)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2003,  2002  AND  2001
(U.S.  DOLLARS)

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

1.   INCORPORATION AND NATURE OF OPERATIONS

     The  Company was incorporated under the laws of the State of Florida on May
     3, 1989 as Sparta Ventures Corp. and remained inactive until June 27, 1998.
     The  name  was  changed  to  Thermal  Ablation  Technologies Corporation on
     October  8,  1998  and  then  to  Poker.com,  Inc.  on  August  10,  1999.

     On  September  15,  2003  the  Company  changed  its  name  to  LegalPlay
     Entertainment  Inc.

     To  June  2003,  the  Companys'  revenues  were  from a variety of Internet
     sources such as sub-licensing of software, marketing and royalty fees (note
     16).  Subsequently,  revenue  will  be derived from the operation of online
     skill  based  poker  card  rooms  and  other  gaming  related  software.

     In  2003,  the  Company initiated its development of an on line skill based
     gaming  system  through  its  subsidiary Skill Poker.com Inc. The Company's
     strategy  is  to  engage in the licensing and operation of Skill Poker card
     rooms  in  North America as well as providing a horse handicapping software
     which  will  be  offered  on  a  subscription  basis  online.

2.   COMPARATIVE FIGURES

     The comparative figures for the years ended December 31, 2002 and 2001 have
     been  reclassified  to  conform  to  current  year's  presentation.

3.   SIGNIFICANT ACCOUNTING POLICIES

     (a)  Principles of consolidation

          These  financial  statements  include  the  accounts  of  LegalPlay
          Entertainment  Inc.  (formerly  Poker.com,  Inc.) and its wholly-owned
          subsidiaries, Casino Marketing S.A. ("Casino"), a Costa Rican company,
          564448  B.C. Ltd., a Canadian company and Skill Poker.com Inc. ("Skill
          Poker"),  a  Washington  State,  U.S.A  company.  All  significant
          intercompany  balances  and  transactions  have  been  eliminated.

     (b)  Amortization

          Amortization is calculated using the straight-line method based on the
          following  estimated  useful  lives:

               Furniture                             -    2  years
               Computer  hardware  and  software     -    3  years

          The  Company  reviews  intangible  assets to determine if the carrying
          amount  is  recoverable  based  on  the  estimate  of future cash flow
          expected  to  result  from  the  use  of  the  asset  and its eventual
          disposition.  If in this determination there is an apparent shortfall,
          the  loss  will  be  recognized  as  a  current  charge to operations.


                                       29
<PAGE>
LEGALPLAY  ENTERTAINMENT  INC.
(FORMERLY  POKER.COM,  INC.)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2003,  2002  AND  2001
(U.S.  DOLLARS)

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

3.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     (c)  Long-Term Assets

          The  Company  reviews  long-term  assets  to determine if the carrying
          amount  is  recoverable  based  on  the  estimate  of future cash flow
          expected  to  result  from  the  use  of  the  asset  and its eventual
          disposition.  If in this determination there is an apparent shortfall,
          the  loss  will  be  recognized  as  a  current  charge  to operations

     (d)  Software Development

          The  Company  applies  SFAS  No.86  and  related  interpretations  in
          accounting  for  its development of computer software. During the year
          ended  December 31, 2003, the Company capitalized web site development
          costs  that  are included in "computer software" and will be amortized
          over  the  estimated  life  of  three years according to the Company's
          policy.

     (e)  Other  comprehensive  income  (loss)

          The Company has other comprehensive income (loss) arising from foreign
          currency translation. Accordingly, other comprehensive income is shown
          as  a  separate  component  of  stockholders'  equity.

     (f)  Net  income  (loss)  per  share

          Net  income  (loss)  per share calculations were based on the weighted
          average  number  of common shares outstanding during the year. Diluted
          net  income per share is computed using the weighted average number of
          common  and  dilutive  common equivalent shares outstanding during the
          year.

     (g)  Revenue recognition

          The Company will recognize revenues from licensees and customers on an
          accrual basis according to the terms and conditions of each individual
          license  agreement. Allowances for non-collection of revenues are made
          when  collectibility  becomes  uncertain.

          Each  license  agreement  generates  two  different  types of revenue:

          (i)  Sub-license fees for the right to use the poker or casino
               software.
          (ii) Royalty revenue for the service of managing and marketing the
               website.


                                       30
<PAGE>
LEGALPLAY  ENTERTAINMENT  INC.
(FORMERLY  POKER.COM,  INC.)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2003,  2002  AND  2001
(U.S.  DOLLARS)

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

3.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Recognition  of  revenue  for  each  type  of  revenue  is  as  follows:

          (i)  Sub-license fees

               The  sub-license  fee  is  a one-time, non-refundable fee for the
               right  to  use  the poker/casino software. The Company negotiates
               different  terms of payment for each individual license agreement
               sold.  Typically  the  revenue  on each sub-license is recognized
               when  the  website  goes  live.

          (ii) Royalties

               Under  the  terms  of  each sub-license agreement the licensee is
               required  to  pay royalties to the Company for the amount of game
               traffic  at  their  site  over  a  specified  period of time. The
               royalties  are calculated based on the percentage of game traffic
               (house  win  or  rake) in a given month according to the specific
               terms  set  out  in each specified license agreement. The Company
               records  the  revenue for these royalties on a monthly basis when
               the  amounts  become  known.

          (iii) Tournament fees

               Tournament  fees  are  charged  to  players  who  wish to enter a
               tournament. Depending on the type of tournament to be played, the
               Company  will  charge typically ten percent of the tournament buy
               in.  The  Company  records the revenue for these tournaments on a
               monthly  basis.

          (iv) Incidental revenue

               Incidental  revenue  consists of tournament fees derived from the
               first month since the launch of the Skill Poker card room as well
               as  miscellaneous  income.

          (v)  Other revenue

               The  revenue  from  banner advertising is recognized when the ads
               are  placed  on  the  Company's  website.

     (h)  Foreign currency translation

          The  Company's  operations and activities are conducted principally in
          Canada, hence the Canadian dollar is the functional currency, which is
          translated  into  U.S.  dollars  for  reporting  purposes  as follows:

          (i)  Assets  and  liabilities  at the rate of exchange in effect as at
               the  balance  sheet  date;  and

          (ii) Revenues and expenditures at the average rate of exchange for the
               year.


                                       31
<PAGE>
LEGALPLAY  ENTERTAINMENT  INC.
(FORMERLY  POKER.COM,  INC.)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2003,  2002  AND  2001
(U.S.  DOLLARS)

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

3.   SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

          Gains and losses arising from this translation of foreign currency are
          accounted  for  as  other  comprehensive  income  (loss).

     (i)  Use of estimates

          The  preparation of financial statements in conformity with accounting
          principles generally accepted in the United States of America requires
          management  to make estimates and assumptions that affect the reported
          amount  of  assets  and  liabilities

          and  disclosures  of  contingent assets and liabilities at the date of
          the  financial  statements  and  the  reported amounts of revenues and
          expenses  during the reporting period. Significant areas requiring the
          use  of  management  estimates  relate  to  the  determination  of the
          impairment of assets and useful lives for amortization. Actual results
          could  differ  from those estimates and would impact future results of
          operations  and  cash  flows.

     (j)  Stock-based compensation

          The  Company  applies  the  intrinsic  value  method  of accounting as
          prescribed  by  APB  Opinion  No.  25  "Accounting for Stock Issued to
          Employees"  and  related  interpretations,  in  accounting for options
          granted to employees. As such, compensation expense is recorded on the
          date  of  the  grant  when  the  market  price of the underlying stock
          exceeds  the  exercise  price.  SFAS  123  "Accounting for Stock-based
          Compensation" establishes accounting and disclosure requirements using
          the fair value-based method of accounting for stock-based compensation
          plans.  As  allowed  by  SFAS  123, the Company elected to continue to
          apply  the  intrinsic value-based method of accounting described above
          and  have  adopted  the  disclosure  requirements  of  SFAS  123.

          The  Company applies APB Opinion No. 25 and related interpretations in
          accounting  for  its  stock  options  granted  to  employees,  and
          accordingly,  compensation  expense  of  $1,300  (2002  -  NIL; 2001 -
          $17,000) was recognized as wage expense. Had compensation expense been
          determined  as  provided  in  SFAS  123  using  the  Black-Scholes
          option-pricing model, the pro-forma effect on the Company's net income
          (loss)  and  per  share  amounts  would  have  been  as  follows:


                                       32
<PAGE>
LEGALPLAY  ENTERTAINMENT  INC.
(FORMERLY  POKER.COM,  INC.)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2003,  2002  AND  2001
(U.S.  DOLLARS)

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

3.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

<TABLE>
<CAPTION>
          ========================================================================
                                                    2003       2002        2001
          ------------------------------------------------------------------------
<S>                                              <C>         <C>        <C>

          Net income (loss), as reported         $(607,630)  $(63,864)  $ 375,621
          Add:  Stock-based employee                 1,300          0      17,000
          compensation expense under
          intrinsic value method, included
          in reporting net income, net of
          related tax effects
          Deduct:  Total stock-based               (14,227)         0    (249,000)
          compensation expense
          determined under fair value
          based method for all awards,
          net of related tax effects
          ------------------------------------------------------------------------

          Net income (loss), pro-forma           $(620,557)  $(63,864)  $ 143,621
          ========================================================================

          ========================================================================
                                                      2003       2002        2001
          ------------------------------------------------------------------------
          Net income (loss) per share, as        $   (0.03)  $   0.00   $    0.02
          reported
          Add:  Stock-based employee                  0.00       0.00        0.00
          compensation expense per
          share under intrinsic value
          method, included in reporting
          net income, net of related tax
          effects
          Deduct:  Total stock- based                (0.00)     (0.00)      (0.01)
          compensation per share
          expense determined under fair
          value based method for all
          awards, net of related tax
          effects
          ------------------------------------------------------------------------
          Net income (loss) per share,
            pro-forma                            $   (0.03)  $   0.00   $    0.01
          ========================================================================
</TABLE>


                                       33
<PAGE>
LEGALPLAY  ENTERTAINMENT  INC.
(FORMERLY  POKER.COM,  INC.)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2003,  2002  AND  2001
(U.S.  DOLLARS)

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

3.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     (j)  Stock based compensation (Continued)

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

<TABLE>
<CAPTION>
          ==========================================================
                                     2003         2002        2001
          ----------------------------------------------------------
<S>                                 <C>      <C>             <C>

          Expected life (years)          1   Not applicable       2
          Risk free interest rate     4.00%  Not applicable     5.0%
          Expected volatility       143.77%  Not applicable  129.66%
          Expected dividend yield      0.0%  Not applicable     0.0%
          ==========================================================
</TABLE>

     (k)  Recent accounting pronouncements

          (i)  In  January  2003,  the  FASB  issued  Interpretation  No.  46,
               Consolidation of Variable Interest Entities, an interpretation of
               Accounting  Research  Bulletin  No.  51,  Consolidated  Financial
               Statements. Interpretation 46 establishes accounting guidance for
               consolidation  of  variable  interest  entities  that function to
               support the activities of the primary beneficiary. Interpretation
               46  applies  to  any  business enterprise both public and private
               that  has  a  controlling  interest,  contractual relationship or
               other  business relationship with a variable interest entity. The
               Company has no investment in or contractual relationship or other
               business  relationship  with  a  variable  interest  entity  and
               therefore  the  adoption did not have any impact on the Company's
               consolidated  financial  position,  results of operations or cash
               flows.

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

          (iii)  On  May 15, 2003, the FASB issued Statement No. 150, Accounting
               for  Certain  Financial  Instruments with Characteristics of both
               Liabilities  and  Equity. Statement 150 establishes standards for
               classifying  and  measuring  as  liabilities  certain  financial
               instruments  that  embody  obligations  of  the  issuer  and have
               characteristics  of  both  liabilities  and equity. Statement 150
               represents a significant change in practice in the accounting for
               a number of financial instruments, including mandatory redeemable
               equity instruments and certain equity derivatives that frequently
               are  used in connection with share repurchase programs. Statement
               150  is  effective  for  all  financial  instruments  created  or
               modified  after  May  31,  2003,  and  to other instruments as of
               September  1, 2003. The effect of adopting this statement did not
               have  any  impact on its consolidated financial position, results
               of  operations  or  cash  flows.


                                       34
<PAGE>
LEGALPLAY  ENTERTAINMENT  INC.
(FORMERLY  POKER.COM,  INC.)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2003,  2002  AND  2001
(U.S.  DOLLARS)

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

3.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

          (iv) In  December  2002,  the  FASB  issued  SFAS 148, "Accounting for
               Stock-based  Compensation  -  Transition  and  Disclosure,  an
               amendment  to  SFAS  123".  SFAS  148  provides  two  additional
               transition  methods for entities that adopt the preferable method
               of  accounting  for  stock-based  compensation.  Further,  the
               statement  requires  disclosure of comparable information for all
               companies  regardless  of  whether, when, or how an entity adopts
               the preferable fair value method of accounting. These disclosures
               are  now  required  for  interim  periods  in  addition  to  the
               traditional  annual  disclosure. The amendment to SFAS 123, which
               provides  for  additional  methods, are effective for the periods
               beginning  after  December 15, 2002, although earlier application
               is  permitted.  The amendments to the disclosure requirements are
               required  for  financial  reports  containing condensed financial
               statements for interim periods beginning after December 15, 2002.
               The Company adopted these requirements effective January 1, 2003.

          (v)  On  April  2002, the FASB issued statement No. 145, Rescission of
               FASB  No.  4  Reporting  Gains  and Losses from Extinguishment of
               Debt, and amendment of FASB No. 64 Extinguishment of Debt made to
               Satisfy  Sinking-fund  Requirements. This statement also rescinds
               FASB  No.  44  Accounting for intangible Assets of Motor Carriers
               and  also amends FASB No 13 Accounting for leases to eliminate an
               inconsistency  in accounting for sale-leaseback. The adoption did
               not  have  a  material  effect  on  these  consolidated financial
               statements.

4.   FINANCIAL INSTRUMENTS

     (i)  Fair values

          The  carrying  value of cash, accounts receivable and accounts payable
          and  accrued  liabilities  approximate their fair value because of the
          short  maturity  of  these  financial  instruments.

          The  long  term  receivable  has  been  written  down to its estimated
          realizable  value.

     (ii) Interest rate risk

          The  Company  is  not exposed to significant interest rate risk due to
          the  short-term  maturity  of  its monetary current assets and current
          liabilities.  However,  with  respect to the long-term receivable, the
          Company  is  exposed  to  interest rate risk. This is minimized to the
          extent  that  the  long-term receivable has been discounted to reflect
          the  maturity  date.


                                       35
<PAGE>
LEGALPLAY  ENTERTAINMENT  INC.
(FORMERLY  POKER.COM,  INC.)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2003,  2002  AND  2001
(U.S.  DOLLARS)

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

4.   FINANCIAL INSTRUMENTS (Continued)

     (iii) Credit risk

          The  Company  is  exposed  to credit risk with respect to its accounts
          receivable.  The  Company  follows  a program of credit evaluations of
          customers  and licensees and limits the amount of credit extended when
          deemed  necessary.  The  Company  maintains  provisions  for potential
          credit  losses  and  any  such  losses  to  date  have  been  within
          management's  expectations.

          A significant portion of the Company's accounts receivable is due from
          its  master licensee. The liability of the master licensee to meet its
          obligations  could  materially  impact  future  operating  results.

     (iv) Foreign exchange risk

          The  Company  translates  the  results  of  foreign operations into US
          currency  using rates approximating the weighted average exchange rate
          for  the year. The exchange rate may vary from time to time. This risk
          is  minimized to the extent foreign capital expansions are financed in
          foreign  dollars.


5.   ACCOUNTS RECEIVABLE

     Accounts  receivable  at  December  31,  2003  includes  $  591,048 (2002 -
     $591,048)  receivable  from  Antico Holdings S.A. ("Antico"), a corporation
     that  also  collects royalties, commissions and fees from various licensees
     and  customers  of  the  Company.  This  amount  is  comprised of $ 496,687
     receivable  for  royalties and $94,361 receivable for a master license. The
     revenue related to the licence receivable was recognized when the site went
     live.  The  revenue  related  to  royalties  receivable  is recognized on a
     monthly  basis  to match the obligation of the licensee to pay 15% of their
     net  monthly  deposits  received.

     The  master  license  receivable  was  due  at  $6,000  per  month, without
     interest,  commencing  in 2001 over a 2 year period. Ten payments totalling
     $60,000 were received during the year ended December 31, 2002. The payments
     have  been  halted by the master licensee until the Domain name dispute has
     been  settled (note 17(b)). The long-term receivable has been discounted to
     reflect  the  maturity  date.

     As  at  December  31, 2003, as a result of the on-going dispute, the entire
     amount  of  both the royalty and long-term receivable have been included in
     bad  debts  as  referred  to  in  note  14.


                                       36
<PAGE>
LEGALPLAY  ENTERTAINMENT  INC.
(FORMERLY  POKER.COM,  INC.)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2003,  2002  AND  2001
(U.S.  DOLLARS)

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

6.   EQUIPMENT AND SOFTWARE

<TABLE>
<CAPTION>
     =============================================================
                                           Accumulated
                                   Cost    Amortization     Net
     -------------------------------------------------------------
<S>                              <C>       <C>            <C>

     Furniture                   $  3,471  $       2,774  $    697
     Computer hardware            100,581         57,374    43,207
     Computer software            283,768        123,788   159,980
     -------------------------------------------------------------

     Balance, December 31, 2003  $387,820  $     183,936  $203,884
     =============================================================

     Furniture                      2,541          2,039       502
     Computer hardware             69,646         28,440    41,206
     Computer software            109,244         95,354    13,890
     -------------------------------------------------------------

     Balance, December 31, 2002  $181,431  $     125,833  $ 55,598
     =============================================================
</TABLE>

7.   INTANGIBLE ASSETS

     (a)  Pursuant to an agreement dated July 16, 1999, the Company acquired for
          $225,000 the exclusive marketing and licensing rights to the Poker.com
          domain  (note 8(a)). The license will revert to ALA Corp. ("ALA"), the
          owner  of  the  domain,  if  the  Company:

          (i)  fails to perform or defaults on the agreement;
          (ii) causes the owner of the domain to be in violation of any law; or
          (iii) becomes insolvent.

          Due  to  the  uncertainty  surrounding  the dispute over the Poker.com
          URL/Domain  name  (note  17(b)),  management decided to write-down the
          carrying  value  of these rights to a nominal amount of $1 in the year
          ended  December  31,  2002.

     (b)  Pursuant  to  an agreement dated October 27, 2001, Casino acquired for
          $50,000  the  exclusive marketing and licensing rights to the Poker.cc
          domain  (note  8(f)).

     (c)  Pursuant  to  an  agreement  signed  February  12,  2003,  the Company
          acquired  all  certain  inventions  in  connection  with  a  patent
          application  from  Blue  Diamond  International  Capital  Inc.  ("Blue
          Diamond")  of  Switzerland  (note  8(g)).

8.   LICENSE AGREEMENTS

     (a)  Uninet  Technologies

          Pursuant to an agreement dated July 16, 1999, the Company obtained the
          exclusive marketing and licensing rights to the Poker.com domain, from
          Uninet  Technologies ("Uninet"), which obtained the rights from ALA in
          exchange  for  750,000  common  shares



                                       37
<PAGE>
LEGALPLAY  ENTERTAINMENT  INC.
(FORMERLY  POKER.COM,  INC.)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2003,  2002  AND  2001
(U.S.  DOLLARS)

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

8.   LICENSE AGREEMENTS (Continued)

          and $100,000. As part of the transaction, an additional 750,000 shares
          valued  at  $125,000  were  issued  to  the officers of the Company as
          compensation  expense.  The  previous  CEO  of  the  Company is also a
          director  of  Uninet.  The Company is obligated to pay a 4% royalty of
          any gross revenue including marketing revenues from the casino site to
          ALA.  Title  will  transfer  to  the  Company  once  total  cumulative
          royalties  exceed  $1,000,000

          On  December 6, 2002, the Poker.com domain was re-directed without the
          Companys'  consent  or  knowledge  by  ALA. The Company has ceased all
          payments  of  royalties  payable  to  Uninet pending resolution of the
          dispute  over  the  right  to  use  the  domain.

     (b)  Starnet Systems International Inc.

          Pursuant  to  an agreement ("Agreement") dated September 14, 2001, the
          Company  purchased  a non-transferable license and a single sublicense
          of  Starnet  Systems  International  Inc.'s  ("SSII")  Internet Casino
          software  in  return  for  the  following:

          (i)  certain  advertising  on  the  Poker.com  portal  worth $100,000;
          (ii) monthly  fees  based  on a percentage of net monthly revenue; and
          (iii) an additional minimum $25,000 per month, which will be waived on
               a  month-to-month  basis if the Company can prove that it spent a
               minimum  of  $25,000  per  month  marketing  its  website.

          The  Company is also obligated to spend, on a monthly basis, a minimum
          of  15%  of  the previous month's net revenue on the marketing and the
          promoting  of  its  site.

          The  Agreement  is  automatically renewed for a one year period unless
          the  Company gives written notice at least 45 days prior to the end of
          any  one  year  period.  SSII  can  terminate this Agreement by giving
          written notice at least 6 months prior to the end of any one year term
          including  the  first  year  of  the  Agreement.

          During  the  year  ended  December  31,  2002, SSII ceased to carry on
          business  thereby  terminating  any  business  relationship  with  the
          Company.


                                       38
<PAGE>
LEGALPLAY  ENTERTAINMENT  INC.
(FORMERLY  POKER.COM,  INC.)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2003,  2002  AND  2001
(U.S.  DOLLARS)

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

8.   LICENSE AGREEMENTS (Continued)

     (c)  Chartwell Games Corp. (formerly Gaming Tech Corporation)

          Pursuant to an agreement dated November 29, 1999, Casino purchased the
          following  for  $100,000:

          (i)  the  non-exclusive  and  non-transferable  right  to  sub-license
               Chartwell  Games  Corp.'s  ("Chartwell")  gaming  software;  and

          (ii) the  right  of  Casino's  sub-licensees  to  grant the use of the
               software  to  end  users.

          This  amount  has  been  capitalized  as  computer software. Casino is
          obligated  to pay Chartwell a set-up fee for each new sub-licensee and
          a  percentage  of gross revenue of every sub-licensee. At December 31,
          2002,  $103,014  was  included  in accounts payable. In the year ended
          December 31, 2001, management determined the software was obsolete and
          recorded  a  loss  on  disposal  of  $94,444.

          On  May  5,  2002,  Chartwell  signed a Mutual Release and Termination
          Agreement  that  relieved  Casino  of all liability for the payment of
          $103,014  owed  to  Chartwell for the software that was disposed of by
          Casino in the year ended December 31, 2002. At December 31, 2003 there
          is  no  amount  included  in  accounts  payable.

     (d)  Transnet International S.A.

          Pursuant  to  an  agreement  dated  February  15,  2002,  the  Company
          purchased  the  unlimited  right  to  use,  distribute  or  sublicense
          Transnet International S.A.'s ("Transnet") poker software. The Company
          must:

          (i)  pay  $30,000  (paid);
          (ii) issue  240,000  (80,000  pre-split)  shares  of  the  Company
               (unissued).  These  shares  were  deemed  to  be issued at $0.135
               ($0.406  pre-split)  each,  the last traded price on February 15,
               2001;  and
          (iii)  payment  of continuing license fees as agreed of sub-licensees'
               monthly  rate  from  the  tables.

          The  Company  must also pay Transnet for additional sub-licenses at an
          agreed  upon  amount.

          On  July 29, 2003, Transnet sent an account settlement letter that all
          business between Casino and Transnet has been finalized except for the
          royalty  payment  of $8,169, which is included in accounts payable and
          accrued  liabilities  at  December  31,  2003.


                                       39
<PAGE>
LEGALPLAY  ENTERTAINMENT  INC.
(FORMERLY  POKER.COM,  INC.)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2003,  2002  AND  2001
(U.S.  DOLLARS)

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

8.   LICENSE AGREEMENTS (Continued)

     (e)  Trimon Systems Inc.

          Pursuant  to a Definitive Master License Agreement ("Agreement") dated
          July  31,  2001,  the  Company  purchased:

          (i)  a  non-exclusive,  non-transferable  license  to use the software
               only  in  connection with the business and to transmit the client
               software  directly  or  assign  the rights to use the software to
               Antico Holdings SA (a sub-licensee of the Company) only in object
               code  form  to  end  users  by  means of Electronic Distribution;

          (ii) a  non-exclusive,  non-transferable  license  to  sell  to  third
               parties  sub-license  and/or  a  Master  license;  and

          (iii) a non-exclusive, non-transferable license to use and to grant to
               end  users  the  right  to use the client software in object code
               form,  only  while  connected  to  a  server  on which the server
               component  of  the  software  is  installed.

          Consideration was cash upon signing of the agreement and royalty fees,
          based  on  net  house  winnings  generated  by  Master Licensee of the
          royalties  earned  from  its  sub-licensees for the entire term of the
          Agreement.  These  will  be  expensed  as  incurred.

          On  April  8, 2003, the Company had delivered notice of termination to
          Trimon Systems Inc. in relation to a Software Master License Agreement
          executed on July 31, 2001. In accordance with the terms and conditions
          of  the license, there was no expense relating to the termination. The
          Company will no longer be required to pay monthly maintenance fees and
          therefore,  discontinued  the casino software operations in June 2003.


                                       40
<PAGE>
LEGALPLAY  ENTERTAINMENT  INC.
(FORMERLY  POKER.COM,  INC.)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2003,  2002  AND  2001
(U.S.  DOLLARS)

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

8.   LICENSE AGREEMENTS (Continued)

     (f)  Genius Goods Inc. (formerly Syzygy Enterprises Inc.)

          Pursuant  to  an agreement dated October 27, 2001, Casino obtained the
          exclusive  marketing  and  licensing rights to the Poker.cc domain for
          $50,000, from Genius Goods Inc. ("Genius") and John Bottomley. As part
          of  the  agreement  Casino  has  agreed  to  sell  Genius an exclusive
          worldwide sub-license to use the URL Poker.cc for the sole purposes of
          operating  a  poker card room and marketing the Poker.cc cardroom. The
          price of the sub-license is $50,000 and all parties agreed to exchange
          the  rights  to  the  poker.cc  domain  as  consideration  for  the
          sub-license.  This  amount  has  been capitalized to intangible assets
          (note  7).  The term of the license expires October 1, 2051. Under the
          terms  of the sub-license, Genius must pay Casino a royalty fee of 60%
          of  the  rake  earned  from  the  Poker.cc  cardroom.

          In  November  2003,  as a result of the Company's primary focus on the
          operation  of the patent pending Skill Poker system, the agreement was
          amended  such  that  in  consideration  for  the domain name Poker.cc,
          Genius Goods would accept a Skill Poker sub license. Poker.cc must pay
          30%  of  its  gross  tournament  fees  to  the  Company  as a royalty.

     (g)  Blue Diamond International Inc.

          On  February  12,  2003,  the Company entered into an Asset Purchase &
          Assignment Agreement between the Company, its wholly owned subsidiary,
          Skill  Poker.com  Inc.  and  Blue  Diamond  of  Switzerland  for  the
          acquisition  of  all  certain  inventions  in connection with a patent
          application  for a method of determining skill in a tournament setting
          and  several  Internet  domain  names  in  connection  with  the same.

          The  Company, in consideration for the exchange of the assets acquired
          pursuant  to  the  Assignment Agreement, has paid Blue Diamond $50,000
          cash  and  issued  3,000,000 common shares in the capital stock of the
          Company  (based  on  the closing market price of $0.035 on the date of
          issue)  for  a  total  cost  of  $105,000.

          In addition, Blue Diamond will receive the greater of $3,500 per month
          or  4%  of  the  gross  revenue received by the Company from operating
          games  using  the  technology  of the provisional patent. In the event
          that  the  technology  is  further  licensed by the Company to a third
          party,  Blue  Diamond will also receive 20% of any initial license fee
          and  4%  of  the  gross  revenue  of  any  such  licensee.


                                       41
<PAGE>
LEGALPLAY  ENTERTAINMENT  INC.
(FORMERLY  POKER.COM,  INC.)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2003,  2002  AND  2001
(U.S.  DOLLARS)

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

8.   LICENSE AGREEMENTS (Continued)

     (h)  Pokersoft Corporation A.V.V.

          On March 31, 2003, the Company entered into a Master License Agreement
          with Pokersoft Corporation A.V.V. ("Pokersoft") for the purpose of the
          exclusive  development  of the Skill Poker system based on Pokersoft's
          patent  pending  technology.

          The  Company agreed to pay Pokersoft an initial license fee of $30,000
          (paid)  and  issue  3,000,000  shares in its common stock to Pokersoft
          (based on the closing market price of $0.018 on the date of issue) for
          a  total cost of $84,000. Pokersoft will receive the greater of $3,000
          per month or a royalty payment of 15% of the gross revenue received by
          the  Company from operating games using the patent pending technology.
          The  development  cost  of  the system will be paid in addition to the
          above.  In  year  2003,  the accumulated software development cost was
          $70,524.

     (i)  Richmedia Technology Inc.

          On  October  25,  2003,  the  Company  entered  into an agreement with
          Richmedia  Technology  Inc.  ("Richmedia") to acquire the source code,
          software  application, databases and all other assets in relation to a
          system  of  horse  handicapping,  result  prediction  and  race  data
          management.

          In  consideration  for the acquired assets, the Company paid Richmedia
          $20,000  in  total.  The  Company is the sole owner of the proprietary
          technology  and  will  not be required to pay any ongoing royalties to
          any  parties.

9.   ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

<TABLE>
<CAPTION>
     ======================================================================
                                                           2003      2002
     ----------------------------------------------------------------------
<S>                                                       <C>      <C>
     Trade payables                                       $81,075  $517,408
     Advances from related parties                          2,307       425
     ----------------------------------------------------------------------

                                                          $83,382  $517,833
     ======================================================================
</TABLE>

10.  STOCKHOLDERS' EQUITY

     (a)  On  August  16,  2001  the  Company split its stock on a three-for-one
          basis.  All  of  the  shares  and per share amounts presented in these
          financial  statements  have  been  adjusted  to  give  effect  to this
          three-for-one  split.

     (b)  On  February  21,  2003, the Company issued 3,000,000 shares of common
          stock  to  Blue  Diamond  for  the acquisition of a provisional patent
          application  on  a system of playing poker online known as Skill Poker
          (based  on the closing market price of $0.035 on the date of issue for
          a  total  of  $105,000).


                                       42
<PAGE>
LEGALPLAY  ENTERTAINMENT  INC.
(FORMERLY  POKER.COM,  INC.)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2003,  2002  AND  2001
(U.S.  DOLLARS)

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

10.  STOCKHOLDERS' EQUITY (Continued)

     (c)  On April 14, 2003, the Company issued 3,000,000 shares of common stock
          to  Pokersoft  for the acquisition of a software master license, which
          will  incorporate  the patent pending Skill Poker system (based on the
          closing  market  price  of  $0.018 on the date of issue for a total of
          $54,000).

     (d)  On  June 13, 2003, the Company issued 2,250,000 shares of common stock
          for  consulting  services,  which were valued at $50,125 (based on the
          closing  market  price  on  the  date  the  agreement was signed). The
          Company  has  recorded  such  amount  in  the statement of operations.

     (e)  The Company applies FASB 123 and related interpretations in accounting
          for  its  stock  options  granted  to  consultants,  and  accordingly,
          compensation  expense  of  $10,500  (2002 - $10,500) was recognized as
          consulting  expense.

     (f)  Stock  options

          The  Company  may  issue up to 6,000,000 shares under the terms of the
          1998  Combined  Incentive  and  Nonqualified  Stock  Option  Plan  to
          employees,  officers,  directors  and agents of the Company. Incentive
          stock  options granted to employees holding more than 10% of the total
          voting power of all classes of stock must have an exercise price of at
          least  110%  of fair market value at date of grant. Options granted to
          other employees shall have an exercise price of not less than the fair
          market  value  at  date  of  grant. Non-qualified stock options may be
          granted  at  exercise  prices  more  or less than or equal to the fair
          market  value  at  date  of  grant.

          The  following  summarizes  the options outstanding and exercisable at
          December  31,  2003  and  2002 all of which were fully vested at these
          dates:

<TABLE>
<CAPTION>
          ====================================================================
                                                          Number of Options
          Expiry Date                 Exercise Price       2003        2002
          --------------------------------------------------------------------
<S>                                   <C>              <C>         <C>

          January 6, 2003 (repriced)  $          0.15           0      510,000
          Unlimited                   $          0.02     510,000            0
          January 7, 2004 (expired)   $          0.02     400,000            0
          May 28, 2004                $          0.02      25,000            0
          October 30, 2004            $          0.02      25,000            0
          --------------------------------------------------------------------

                                      $          0.02     960,000      510,000
          ====================================================================
</TABLE>


                                       43
<PAGE>
LEGALPLAY  ENTERTAINMENT  INC.
(FORMERLY  POKER.COM,  INC.)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2003,  2002  AND  2001
(U.S.  DOLLARS)

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

10.  STOCKHOLDERS' EQUITY (Continued)

          The following table summarizes the Company's stock option activity for
          the  years  ended  December  31,  2003  and  2002:

<TABLE>
<CAPTION>
          ===============================================================
                                                                Weighted
                                                    Exercise     Average
                                        Number        Price     Exercise
                                      of Options   Per Option     Price
          ---------------------------------------------------------------
<S>                                   <C>          <C>          <C>

          Balance, December 31, 2001   1,531,000   $      0.15  $    0.15
            Exercised                   (225,000)  $      0.15  $    0.15
            Cancelled                   (796,000)  $      0.15  $    0.15
          ---------------------------------------------------------------

          Balance, December 31, 2002     510,000   $      0.02  $    0.02
            Granted during year        1,180,000   $      0.02  $    0.02
            Exercised                   (600,000)  $      0.02  $    0.02
            Cancelled                   (130,000)  $      0.02  $    0.02
          ---------------------------------------------------------------

          Balance, December 31, 2003     960,000   $      0.02  $    0.02
          ===============================================================
</TABLE>

          Effective  January  6, 2003 all options outstanding were repriced from
          $0.15  to  $0.02.

     (g)  On January 6, 2004, the Company issued 605,000 options under the terms
          of  the  1998 Combined Incentive and Nonqualified stock option plan to
          employees, officers and directors. These stock options have no vesting
          provision,  with  the  exercise  price at $0.11 and will expire in two
          years  from  the  date  of issue. On the date of the grant, the market
          price  of  the  stock  was  equal  to  the  exercise  price.

     (h)  The  Company  issued 50,000 common shares to employees and consultants
          subsequent  to  year-end  as  a  result  of  exercise  of  options.

11.  RELATED PARTY TRANSACTIONS

     (a)  During  the  year ended December 31, 2003, the Company paid management
          fees  of  $35,750  (2002  -  $3,945;  2001  -  0)  to  an  officer.

     (b)  During  the  year ended December 31, 2003, the Company paid management
          fees  of  $29,355  (2002  -  $0  ;  2001 - 0) to a company of which an
          officer  of  the  Company  is  a  director.

     (c)  During  the  year ended December 31, 2003, the Company paid management
          fees  of  $  0  (2002 - $150,102; 2001 - $91,670) to a former officer.


                                       44
<PAGE>
LEGALPLAY  ENTERTAINMENT  INC.
(FORMERLY  POKER.COM,  INC.)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2003,  2002  AND  2001
(U.S.  DOLLARS)

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

12.  INCOME TAXES

     The  Company's  operating  losses  for  Canadian  income  tax  purposes are
     approximately  $2,660,000  (2002 - $1,881,000) which may be carried forward
     to  apply  against future income for Canadian tax purposes. Of this amount,
     approximately  $2,484,000  (2002  -  $1,900,000)  may be carried forward to
     apply  against  future  income  for  U.S.  tax  purposes.

     Losses  for U.S. tax purposes may be carried forward for up to 19 years and
     begin  to  expire  in  2017.

     Expiry  of  the  losses  for  Canadian  income  tax purposes is as follows:

<TABLE>
<CAPTION>
     ====================================================================
     YEAR OF EXPIRY                                            Amount
     --------------------------------------------------------------------
<S>                                                          <C>

     2005                                                    $    150,000

     2006                                                         392,000

     2007                                                         176,000

     2008                                                         498,000

     2009                                                         682,000

     2010                                                         762,000
     --------------------------------------------------------------------

                                                             $  2,660,000
     ====================================================================
</TABLE>

     The  future  benefit  of these loss carry-forwards has not been recorded in
     these  consolidated financial statements due to uncertainties regarding the
     utilization  of  the  future  income  tax  assets.

13.  COMMITMENTS

     The  Company  occupies leased premises at an annual rental of $18,700 under
     terms  of  a  lease  expiring  in  March  31,  2006.

14.  BAD DEBT EXPENSE

     As  at  December  31, 2003, accounts receivable are net of an allowance for
     bad  debts  of $616,025 (2002 - $671,250). Of the total sales for the year,
     the Company recognized bad debt expense of $151,878 (2002- $734,144) deemed
     uncollectible  by  management. These amounts are included in the results of
     discontinued  operations  (note  16).

15.  SEGMENTED INFORMATION

     The  majority  of  the  Company's revenues from discontinued operations are
     derived  from a foreign country. The Company's computer hardware is located
     in  a  foreign  country.
     Two  sub-licensees contributed approximately 0% and 85%, respectively (2002
     -  27%,  34%; 2001 - 37%, 7%) of the total revenues from foreign countries.


                                       45
<PAGE>
LEGALPLAY  ENTERTAINMENT  INC.
(FORMERLY  POKER.COM,  INC.)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2003,  2002  AND  2001
(U.S.  DOLLARS)

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

16.  DISCONTINUED OPERATIONS (Continued)

     During  the  year ended December 31, 2003, the Company received notice from
     each  of  their  sub-licensees: Antico Holdings S.A., Focusnet Capital Inc.
     and  Microgaming  Systems  Ltd,  that  they  would  be  discontinuing their
     software  gaming licenses. As such, the Company does not expect any further
     revenue  from  software  gaming  licensing  in relation to these respective
     customers.  Management  is  of  the opinion that the discontinuation of the
     previous licensees reflects the revised strategy to operate only within the
     confines  of  U.S. gaming laws. Given the current mandate of the Company to
     operate  legal  online gaming sites and in view of the potential passing of
     new  legislation  in  the US Senate and Congress, the Company abandoned its
     software  gaming  license operations and has presented these results on the
     financial  statements  as  discontinued  operations.

     Discontinued operations consisted of the entire operations of the Company's
     wholly  owned  subsidiary,  Casino  Marketing  S.A  as  well  as the former
     operations  of  the Company related to banner advertising and marketing. As
     at  December  31,  2003,  the  assets  and  liabilities  of  these segments
     consisted  only  of  cash  and  accounts  receivable  of  $33,690  (2002  -
     $1,219,580)  and accounts payable and accrued liabilities of $8,169 (2002 -
     $487,364).

     The  previously  reported financial statements have thus been reclassified.

<TABLE>
<CAPTION>
     =======================================================================
                                             2003        2002        2001
     -----------------------------------------------------------------------
<S>                                       <C>         <C>         <C>

     Revenue                              $1,136,970  $2,768,961  $1,833,397
     =======================================================================

     Income from operations               $   24,678  $  746,191  $1,339,855
     Gain on disposal                        184,648           0           0
     -----------------------------------------------------------------------

     Income from discontinued operations  $  209,326  $  746,191  $1,339,855
     =======================================================================
</TABLE>

17.  CONTINGENT LIABILITIES

     (a)  At  present,  the  sale  of  Internet  gaming  software/licenses  is
          unregulated.  As  the  Internet  grows  in  popularity  and use, it is
          possible  that certain laws and regulations will be adopted, which may
          materially  affect  the  Company's  ongoing  operations.

     (b)  The  Company  is  a  plaintiff  in  a lawsuit initiated by Uninet, the
          master  licensee,  against  ALA, the owner of the Poker.com URL/Domain
          name.  The  master licensee sold a sublicense to the Company, granting
          it  the exclusive use of the URL/Domain name for a period of 99 years.
          The  owner  of  the URL/Domain name is accused of wrongfully breaching
          the  license agreement by assigning the URL/Domain name to a different
          company.

          The domain dispute may have a negative impact on the Company's ability
          to market itself based on the domain www.poker.com and may not be able
                                               -------------
          to  achieve the corresponding revenues from the license agreement with
          Antico  for  the  use  of  the


                                       46
<PAGE>
LEGALPLAY  ENTERTAINMENT  INC.
(FORMERLY  POKER.COM,  INC.)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2003,  2002  AND  2001
(U.S.  DOLLARS)

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

17.  CONTINGENT LIABILITIES (Continued)

          domain.  Additionally,  the  Company  may  be  subject  to  damages in
          relation  to  the  domain dispute, which may impact the ability of the
          Company  to  collect  the  outstanding  Antico  receivable.

          The  Company may be responsible for damages in relation to the dispute
          in respect of the license agreement with Antico and may not be able to
          fully  collect  the  outstanding  receivable  of  $591,000.

18.  SUBSEQUENT EVENTS

     (i)  On  January 23, 2004, the Company entered into a letter of intent with
          GamblingVision  Group  Inc.  ("GamblingVision") whereby GamblingVision
          will,  subject  to  the conditions of closing, merge with a subsidiary
          corporation  of  the  Company.

          In  addition, the proposed merger is subject to the Company completing
          a  private  placement  in  the  amount  of  $200,000  of which partial
          proceeds  would  be  used  to  operate  and  develop  GamblingVision's
          business.

          Following  our  due  diligence  period, we announced on March 31, 2004
          that  we  would  not  be  completing  the  transaction  to  acquire
          GamblingVision  Group Inc. due to our findings that the technology was
          too  premature  and was not an immediate fit with our core business of
          gaming  relating  products which do not contravene gaming regulations.

     (ii) On  January  6,  2004,  the  Company  issued  605,000 stock options to
          employees,  officers and directors (note 10(g)) with an exercise price
          of  $0.11  per  share  and  issued 50,000 common shares on exercise of
          options  (note  10(h))  for  cash  of  $1,000.


                                       47
<PAGE>
ITEM 8.   CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL  DISCLOSURE

There  have  been  no disagreements on accounting and financial disclosures from
the  inception  of  the  Company  through  the  date  of  this Form 10-KSB.  Our
financial  statements  for the last two fiscal years ended December 31, 2003 and
2002,  included  in  this  report  have been audited by Pannell Kerr Forster, of
Vancouver,  British  Columbia,  Canada,  as  set  forth in their report included
herein.

ITEM 8A.  CONTROLS  AND  PROCEDURES

i).  We  maintain disclosure controls and procedures that are designed to ensure
     that information we are required to disclose in our Securities Exchange Act
     of  1934 reports is recorded, processed, summarized and reported within the
     time  periods  specified  in  the  SEC's  rules  and  forms,  and that such
     information  is  accumulated  and communicated to our management, including
     its Chief Executive Officer and Chief Financial Officer, as appropriate, to
     allow  timely  decisions  regarding  required  disclosure.

     Within 90 days prior to the date of this report, our management carried out
     an  evaluation,  under  the  supervision  and with the participation of our
     management,  including  our  Chief  Executive  Officer  and Chief Financial
     Officer, of the effectiveness of the design and operation of our disclosure
     controls  and  procedures  pursuant to Exchange Act Rule 13a-14. Based upon
     the  foregoing,  our  Chief  Executive  Officer and Chief Financial Officer
     concluded  that  our  disclosure  controls  and procedures are effective in
     connection  with  the  filing  of this Annual Report on Form 10-KSB for the
     year  ended  December  31,  2003.

ii). Management  has  disclosed, based on the Company's most recent valuation of
     internal  control  over  financial reporting, to the Company's auditors and
     the  audit  committee  of  the  Company's  board  of  directors (or persons
     performing  the  equivalent  functions):

     (a)  All  significant deficiencies and material weaknesses in the design or
          operation  of  internal  controls  over  financial reporting which are
          reasonably  likely  to  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  information; and

     (b)  Any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls  over  financial  reporting.

     The  assessment  report  due  in  respect  of  this item is not required of
     non-accelerated  filers  prior  to fiscal years ending on or after July 15,
     2005.

iii).  There  were  no  significant changes in our internal controls or in other
     factors  that  could  significantly affect these controls subsequent to the
     date  of  their  evaluation,  including  any  significant  deficiencies  or
     material  weaknesses  of  internal  controls  that would require corrective
     action.


                                       48
<PAGE>
                                    PART III

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


IDENTIFICATION  OF  DIRECTORS  AND  EXECUTIVE  OFFICERS

-----------------------------------------------------------------------
         Name                    Age                   Title
-----------------------  --------------------  ------------------------
     Keith Andrews               47                   Director
-----------------------  --------------------  ------------------------
     Cecil Morris                73                   Director
-----------------------  --------------------  ------------------------
      Mark Glusing               33             President & Acting CFO
-----------------------------------------------------------------------


BACKGROUND  OF  OFFICERS  AND  DIRECTORS

Keith  Andrews

Mr.  Keith  Andrews  has been a member of the board of directors since September
15,  2001. He currently serves as Vice President of Strategic Alliances for VERB
Exchange;  a Vancouver based unified communications company. Mr. Andrews ran his
own  successful  consulting firm for 10 years providing services, strategies and
contract  negotiating  skills  to  major  corporations. He has worked with AT&T,
Spectra  Group,  IMG,  and Keg restaurants. Mr. Andrews has been responsible for
major  sponsorship  and  alliance  negotiations  involving  firms such as Molson
Breweries,  Labatt's,  Nike,  Coca  Cola,  Pepsi,  JBL,  BOSE,  and major sports
affinity associations. Mr. Andrews provides leadership and vision in identifying
marketing  synergies  and execution plans that bring value and new opportunities
to  our  business  model.  Mr.  Andrews  is  also a director of our wholly owned
subsidiary  Skill  Poker.com  Inc.

Cecil  Morris

Cecil  Morris  is  a  retired, freelance business consultant based in Cape Town,
South Africa with expertise in software programming and electronics development.
Mr.  Morris  assisted a number of technology companies based in South Africa and
internationally during his career and has served as a board member with us since
September  10,  2000.

Mark  Glusing

Mr.  Mark  Glusing  is  our  President  and acting CFO. Mr. Glusing has a strong
background in international business management and finance and previously was a
director  and  the  Chief  Operating  Officer of Immune Network Ltd., a publicly
traded  biotech  company,  and  is  a  former  director  of  BC Research Inc., a
technology  incubator  based  in  Vancouver.  Mr.  Glusing is a past director of
publicly  traded  Pan  Asia  Communications  Inc. and currently is a director of
649.com  Inc.  and  is  President  and  a  director  of  our  wholly owned Skill
Poker.com.


                                       49
<PAGE>
There  are  no  family  relationships among our directors or executive officers.

Due  in  part  to  the  change  in  business  strategy, we are in the process of
restructuring  our  management. Until the restructuring process is complete, Mr.
Mark  Glusing,  our  President,  serves  as  the  acting  CFO.

INVOLVEMENT  IN  CERTAIN  LEGAL  PROCEEDINGS

To  the  best  of  the  registrant's  knowledge,  during the past five years, no
director,  executive  officer,  promoter  or  control  person  of  the  Company:

     (1)  has  filed  a  petition under the federal bankruptcy laws or any state
          insolvency  law,  nor  had a receiver, fiscal agent or similar officer
          appointed  by a court for the business or present of such a person, or
          any  partnership  in  which  he was a general partner at or within two
          years  before  the time of such filing, or any corporation or business
          association  of  which  he  was  an executive officer within two years
          before  the  time  of  such  filing;

     (2)  were  convicted in a criminal proceeding or named subject to a pending
          criminal  proceeding  (excluding  traffic  violations  and other minor
          offenses);

     (3)  were  the  subject  to any order, judgment or decree, not subsequently
          reversed,  suspended  or  vacated,  of  any  court  of  competent
          jurisdiction,  permanently  or  temporarily  enjoining,  barring,
          suspending  or  otherwise  limiting his involvement in any type of the
          following  activities:

          (i)  acting  as  a  futures  commission  merchant, introducing broker,
               commodity trading advisor, commodity pool operator, floor broker,
               leverage  transaction  merchant,  associated person of any of the
               foregoing,  or  as  an investment advisor, underwriter, broker or
               dealer in securities, or as an affiliated person, director of any
               investment  company,  or engaging in or continuing any conduct or
               practice  in  connection  with  such  activity;

          (ii) engaging  in  any  type  of  business  practice;

          (iii) engaging in any activity in connection with the purchase or sale
               of  any security or commodity or in connection with any violation
               of  federal  or  state securities laws or federal commodity laws.

     (4)  were  the  subject  of any order, judgment or decree, not subsequently
          reversed,  suspended  or  vacated,  of  any federal or state authority
          barring,  suspending  or  otherwise limiting for more than 60 days the
          right  of  such person to engage in any activity described above under
          this  Item,  or  to  be  associated  with  persons engaged in any such
          activity;

     (5)  were  found  by a court of competent jurisdiction in a civil action or
          by the Securities and Exchange Commission to have violated any federal
          or state securities law and the judgment in such civil finding or find
          by  the  Securities  and Exchange Commission has not been subsequently
          reversed,  suspended  or  vacated;


                                       50
<PAGE>
     (6)  were  found  by a court of competent jurisdiction in a civil action or
          by  the  Commodity  Futures  Trading  Commission  to have violated any
          federal  commodities  law,  and  the  judgment in such civil action or
          finding  by  the  Commodity  Futures  Trading  Commission has not been
          subsequently  reversed,  suspended  or  vacated.

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

To  the  best  of  our  knowledge  all  directors,  officers  and  persons  who
beneficially  owned  more  than  ten  percent  of  our common stock filed timely
reports  in  compliance  with  Section  16(a).

CODE  OF  ETHICS

There  has  not yet been a code of ethics adopted by us due to the restructuring
process.  Our  code  of  ethics  will  be  adopted  once  we  have completed the
restructuring  and  additional  key  management  positions  are  filled.

ITEM  10.     EXECUTIVE  COMPENSATION

The  following table sets forth information with respect to compensation paid by
the  Company to the Chief Executive Officer and the other highest paid executive
officers  (the  "Named  Executive  Officer") during the three most recent fiscal
years.

<TABLE>
<CAPTION>
                                          SUMMARY COMPENSATION TABLE

--------------------------------------------------------------------------------------------------------------
                                                                    Long Term Compensation
                                                              -----------------------------------
                                 Annual Compensation                   Awards            Payouts
-------------------  ---------------------------------------  ------------------------  ---------
        (a)             (b)       (c)      (d)        (e)         (f)          (g)         (h)         (i)
-------------------  --------  --------  -------  ----------  -----------  -----------  ---------  -----------
Name and               Year     Salary    Bonus     Other     Restricted   Securities     LTIP      All Other
Principal Position               ($)       ($)      Annual       Stock     Underlying   Pay outs     Compen-
                                                   Compen-      Awards      Options/       ($)     sation ($)
                                                  sation ($)                SARS (#)
-------------------  --------  --------  -------  ----------  -----------  -----------  ---------  -----------
<S>                  <C>       <C>       <C>      <C>         <C>          <C>          <C>        <C>
Charlo               12/31/00                                                                      $    33,409
Barbosa
Former President ,
COO and Director
(1)
-------------------  --------  --------  -------  ----------  -----------  -----------  ---------  -----------
Michael Jackson      12/31/02                                                                      $   146,158
Former President,    12/31/01                                                                      $    91,671
CEO, Secretary       12/31/00                                                                      $    37,500
and Director (2)
-------------------  --------  --------  -------  ----------  -----------  -----------  ---------  -----------
Christa Taylor       12/31/02  $ 45,265
Former President,    12/31/01  $ 45,331
CFO, Secretary       12/31/00  $ 35,000
and Director (3)
-------------------  --------  --------  -------  ----------  -----------  -----------  ---------  -----------
Mark Glusing         12/31/03  $ 86,427                       $    15,750      300,000
President (4)        12/31/02  $  3,945
--------------------------------------------------------------------------------------------------------------
<FN>


                                       51
<PAGE>
(1)  Mr. Barbosa resigned his offices and as a director on November 2, 2000.

(2)  Mr. Jackson was appointed CEO, Secretary and elected to the Board of
     Directors on July 16, 1999. He resigned as Secretary in November 2, 2000
     and maintained the offices of President and CEO in addition to his position
     on the Board of Directors. In September 2001, Mr. Jackson resigned as CEO
     and as a director. On the resignation of Ms. Taylor in November 2002, Mr.
     Jackson was again appointed to the offices of President and CEO. He
     resigned on December 13, 2002 on the appointment of Mr. Glusing as
     President. All other compensation paid was to a company wholly owned by Mr.
     Jackson and was for management services.

(3)  Ms. Taylor was initially appointed as our CFO and Secretary in November
     2000. She was appointed to the Board of Directors on the 2nd of November,
     2000. In September 2001, Ms. Taylor resigned as CFO and director and was
     reappointed CFO and also as the President. In November 2002, Ms. Taylor
     resigned as President and CFO.

(4)  Mr. Glusing was appointed President on December 13, 2002.
</TABLE>



OPTIONS/SAR  GRANTS

The  following  table  sets  forth  information  with respect to grant the stock
appreciation  rights  by the company to executive officers during the year 2003.

<TABLE>
<CAPTION>
====================================================================================
                        OPTION/SAR GRANTS IN LAST FISCAL YEAR
--------------  -------------  -----------------  -----------------  ---------------
      Name        Number of    Percent of total   Exercise or base   Expiration date
                 securities      options/SARs       price ($/Sh)
                 underlying       granted to
                options/SARs     employees in
                 granted (#)      fiscal year

      (a)            (b)              (c)                (d)               (e)
--------------  -------------  -----------------  -----------------  ---------------
<S>             <C>            <C>                <C>                <C>
Mark Glusing          300,000             25.42%               0.02  January 5, 2004
Keith Andrews         200,000             16.94%               0.02  January 5, 2004
Cecil Morris          200,000             16.94%               0.02  January 5, 2004
====================================================================================
</TABLE>


LONG-TERM  INCENTIVE  PLAN  AWARDS

We  do not have any long-term incentive plans that provide compensation intended
to  serve  as  incentive  for performance to occur over a period longer than one
fiscal  year, whether such performance is measured by reference to our financial
performance,  stock  price  or  any  other  measure.

COMPENSATION  OF  DIRECTORS

There  are standard arrangements pursuant to which our directors are compensated
for  services provided as director.  We paid the amount of $24,000 ($6,000 2002)
to  our  directors  for  committee  participation  or  special  assignments.


                                       52
<PAGE>
REPORT  ON  REPRICING  OF  OPTIONS/SAR

We  repriced  510,000  options  from  0.15  to  0.02  on  January  6,  2003.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED  STOCKHOLDER  MATTERS

The  following table sets forth the beneficial shareholdings of those persons or
entities  who  beneficially  hold five percent or more of our common stock as of
March  3, 2004 with the computation being based upon 26,075,000 shares of common
stock  being  outstanding.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
Name and Address                         Number of Shares Beneficially  Percentage of
                                                     Owned                  Class
---------------------------------------  -----------------------------  --------------
<S>                                      <C>                            <C>
CEDE & Co.                                                  15,420,209          59.14%
---------------------------------------  -----------------------------  --------------
Blue Diamond International Capital Inc.                      3,000,000          11.51%
---------------------------------------  -----------------------------  --------------
Pokersoft A.V.V.                                             3,000,000          11.51%
---------------------------------------  -----------------------------  --------------
Liz Bryce                                                    2,403,400           9.23%
---------------------------------------  -----------------------------  --------------
Total                                                       23,823,609          91.39%
--------------------------------------------------------------------------------------
<FN>

(1)     Liz  Bryce owns 1,297,900 shares through her company ALA Corp and collectively
with  her  parents owns 2,403,400 shares or 9.23% of the issued shares of the Company.
</TABLE>

SECURITY  OWNERSHIP  OF  MANAGEMENT

The  following table sets forth the shareholdings of our directors and executive
officers  as  of  March  3,  2004  based  upon  nil shares of common stock being
outstanding:

<TABLE>
<CAPTION>
---------------------------------------------------------------
Name and Address  Number of Shares Beneficially  Percentage of
                              Owned                  Class
----------------  -----------------------------  --------------
<S>               <C>                            <C>
Keith Andrews                               NIL             N/A
----------------  -----------------------------  --------------
Cecil Morris                                NIL             N/A
----------------  -----------------------------  --------------
Mark Glusing                            567,000           2.17%
----------------  -----------------------------  --------------
Total                                   567,000           2.17%
---------------------------------------------------------------
</TABLE>

CHANGES  IN  CONTROL

To  the knowledge of management, there are no present arrangements or pledges of
the  Company securities, which may result in a change of control of the Company.


                                       53
<PAGE>
SECURITIES  AUTHORIZED  FOR  ISSUANCE  UNDER  COMPENSATORY  PLANS

The  following  table  includes  information  as  of  December  31, 2003 for all
compensatory  plans  previously  approved  by  our  security  holders  and  all
compensatory  plans  not  previously  approved  by  our  security  holders.

<TABLE>
<CAPTION>
==============================================================================================
                             EQUITY COMPENSATION PLAN INFORMATION
---------------------  ------------------  ------------------  -------------------------------
                           NUMBER OF
                        SECURITIES TO BE
                          ISSUED UPON       WEIGHTED-AVERAGE   NUMBER OF SECURITIES REMAINING
                          EXERCISE OF      EXERCISE PRICE OF    AVAILABLE FOR FUTURE ISSUANCE
                          OUTSTANDING         OUTSTANDING         UNDER EQUITY COMPENSATION
                       OPTIONS, WARRANTS   OPTIONS, WARRANTS     PLANS (EXCLUDING SECURITIES
                           AND RIGHTS          AND RIGHTS         REFLECTED IN COLUMN (a))

   PLAN CATEGORY              (a)                    (b)                     (c)
---------------------  ------------------  ------------------  -------------------------------
<S>                    <C>                 <C>                 <C>
Equity compensation               960,000                0.02                        4,200,000
plans approved by
security holders
---------------------  ------------------  ------------------  -------------------------------
Equity compensation                   Nil                 N/A                              N/A
plans not approved by
security holders
---------------------  ------------------  ------------------  -------------------------------
TOTAL                             960,000                0.02                        4,200,000
==============================================================================================
</TABLE>

EQUITY  COMPENSATORY  PLAN  INFORMATION

1998  COMBINED  INCENTIVE  AND  NON-QUALIFIED  STOCK  OPTION  PLAN

The Directors adopted the 1998 Combined Incentive and Non-Qualified Stock Option
(the "1998 Plan"), approved by our shareholders on 21st of August in 1998, to be
administered by the Board of Directors or a Committee of the Board of Directors,
to  provide  stock  options  as  means  to  attract and retain key employees and
consultants.  The shares to be offered under the 1998 Plan consist of previously
unissued  common  shares,  and are not to exceed 6,000,000 shares in total.  The
exercise price to be set on granting of the Incentive Stock Options shall not be
less  than 100% of fair market value on the date of granting and the options may
not  be  for  longer than 10 years (110% of fair market value and 5 years in the
case  of  optionees holding more than 10% of the shares of the company).     The
exercise  price  to be set on granting of the Non-Qualified Stock Options may be
more  or less than or equal to the fair market value on the date of granting and
the  options  may  not  be  for  longer  than 10 years.   For both Incentive and
Non-Qualified Stock Options, the vesting and exercise schedule may be determined
on  an  individual  basis  by  the  Plan  Administrator.

ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

CERTAIN  BUSINESS  RELATIONSHIPS


                                       54
<PAGE>
In  July  1999, we entered into an agreement with UniNet Technology Inc. for the
sub-license  of  the  URL  www.poker.com.  At that time, Michael Jackson was our
                           -------------
CEO,  Secretary  and  Director  and also a principal and director of UniNet.  We
paid  directly  to  Michael  Jackson 750,000 (1) shares of our common stock as a
finder's  fee  in  connection  with entering into the sub-license agreement with
UniNet  of  which  half  was  paid  to  another  director.

We  were  aware  that UniNet entered into the initial license agreement with Ala
Corp.  on the basis that we would immediately enter into a sub-license agreement
with  UniNet.   At  the  time  the  agreement  between  Ala Corp. and UniNet was
entered  into,  Liz  Bryce,  Ala  Corp's principal, owned indirectly 547,900 (1)
shares,  or  2.1%,  of  our  common  stock  and  together with her parents owned
1,653,400 (1) shares or 6.34% of our common stock.  Ala Corp. received a further
750,000  (1)  shares  on  the transactions with UniNet and us to bring the total
number  of  shares  owned by Liz Bryce, through Ala Corp. to be 1,297,900 shares
or,  at  that  time, 4.98% of our issued and outstanding common stock.  With her
parents  and  through Ala Corp. Ms. Bryce owned 2,403,400 shares or 9.23% of our
issued  and  outstanding common stock at the time of the initial license between
Ala  Corp.  and  UniNet  and  the  sub-license  to  us

In  addition  to  the share consideration paid to Mr. Jackson and to Ms. Bryce's
company,  we  are obligated to pay a royalty to Ala Corp. in the amount of 4% of
our  gross  revenue.  In  2003,  we  paid  Ala Corp. $Nil (2002 - 89,140; 2001 -
$96,328;  2000  -  $32,194;  1999  -  $8,000).

In  2003, we paid to Weblink Management S.A., a company of which Michael Jackson
is  a  Director, management fees of $61,448 (2002 - 143,325; 2001 - $nil; 2000 -
$nil)

Other  than  as  disclosed, there were no other material transactions, series of
similar  transactions, to which the Company or any of its subsidiaries was or is
to  be  a  party, in which the amount involved exceeded $60,000 and in which any
director  or  executive  officer,  or  any  security  holder who is known to the
Company to own of record or beneficially more than five percent of the Company's
common  stock,  or  any  member  of the immediate family of any of the foregoing
persons,  had  a  material  interest.

(1)  All  references  to  shares take into consideration a 3:1 stock split which
     occurred  in  July  1999.

INDEBTEDNESS  OF  MANAGEMENT

Other  than as disclosed, there were no material transactions, series of similar
transaction, currently proposed transactions, or series of similar transactions,
to  which  the  Company  or  any of its subsidiaries was or is to be a party, in
which  the  amount  involved  exceeded  $60,000  and  in  which  any director or
executive  officer, or any security holder who is known to the Company to own of
record  or beneficially more than five percent of the Company's common stock, or
any  member  of  the  immediate  family  of  any of the foregoing persons, had a
material  interest.

ITEM  13.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

Reports  on  Form  8-K  were  filed  during  the  last  quarter  of  year  2003.

     (a)  Exhibits


                                       55
<PAGE>
<TABLE>
<CAPTION>
Exhibit Number  Description
<S>             <C>

     2.1*       On December 22, 2003 we filed an 8K announcing the launch of
                PokerPass.com in the UK market.
     2.2*        On November 3, 2003 we filed an 8K announcing our success of clearing a
                legal hurdle relating to the domain name dispute involving the url
                poker.com.
     2.3*       On October 29, 2003 we filed an 8K announcing the acquisition of our
                horse racing software from Richmedia Technology Inc.
     32.1       Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to
                section 906 of the Sarbanes-Oxley act of 2002 for Mark Glusing, President
                and Acting Chief Financial Officer of the Company
</TABLE>




*  Previously  filed.

ITEM  14.     PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

     1. Audit Fees

     In  2003, we paid to Pannell Kerr Forster, an Independent firm of Chartered
     Accountants,  auditing  fees  of  $13,361  (2002  - $13,389) related to our
     annual  financial statements and review of financial statements included in
     our  Form  10-QSB  or 10-KSB for services that are normally provided by the
     accountants  in  connection  with  statutory  and  regulator  filings  or
     engagements  for  those  fiscal  years.

     2. Audit-Related Fees

     There  were  no additional fees billed in each of the last two fiscal years
     for  assurance  and  related  services by the principal accountant, Pannell
     Kerr  Forster,  Chartered  Accountants,  that are reasonably related to the
     performance  of the audit or review of our financial statements and are not
     reported  under  Item  9  (e)(1)  of  Schedule  14A.

     3. Tax Fees

     There  were  no  additional aggregate fees billed in 2003 (2002 - $525) for
     professional  services  rendered  by the principal accountant, Pannell Kerr
     Forster  Chartered  Accountants,  for  tax  compliance,  tax advice and tax
     planning.

     4. All Other Fees

     There  were  no  additional  aggregate  fees billed in each of the last two
     fiscal  years  for  products  and services provided by Pannell Kerr Forster
     Chartered  Accountants,  other  than  the services reported in Item 9(e)(1)
     through  9(e)(3)  of  Schedule  14A.


                                       56
<PAGE>
SIGNATURES

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

LEGALPLAY  ENTERTAINMENT  INC.
(Registrant)


/s/  Mark  Glusing                              Date:  April  14,  2004
------------------
Mark  Glusing
President  /  Acting  CFO

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

/s/  Mark  Glusing                              Date:  April  14,  2004
------------------
Mark  Glusing
     President / Acting CFO

/s/  Keith  Andrews                             Date:  April  14,  2004
-------------------
Keith  Andrews
Director

/s/  Cecil  Morris                              Date:  April  14,  2004
------------------
Cecil  Morris
Director


                                       57
<PAGE>