UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

**FORM 10-Q**

 

| x | **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)                            OF THE SECURITIES EXCHANGE ACT OF 1934** |
|---|------------------------------------------------------------------------------------------------------------------------|

|   | **For the quarterly period ended March 31,                            2008** |
|--------|------------------------------------------------------------------------------|

 

| **Commission file number                            0-28572**.                      |
|-------------------------------------------------------------------------------------|
|                                                                                |
|                                                                                |
| **OPTIMAL                            GROUP INC.**                                   |
| (Exact name                            of registrant as specified in its charter)   |
|                                                                                |   |
|                                                                                |   |
| **Canada**                                                                          | **98-0160833** |
| (State or                            other jurisdiction                             | (I.R.S.                            Employer |
| of                            incorporation or organization)                        | Identification No.) |
|                                                                                |   |
|                                                                                |   |
| **3500 de                            Maisonneuve Blvd. West, Suite 800,**           | **(514)                            738-8885** |
| **Montreal, Quebec, Canada, H3Z 3C1**                                               |   |
| (Address of                            principal executive offices and postal code) | (Registrant                            telephone number, including area code) |
|                                                                                |   |
|                                                                                |

 

 

| Indicate by                            check mark whether the registrant (1) has filed all reports required to                            be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934                            during the preceding 12 months (or for such shorter period that the                            registrant was required to file such reports), and (2) has been subject                            to such filing requirements for the past 90 days.                       | YesxNoo                                                                  |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                     |
| Indicate by                            check mark whether the registrant is a large accelerated filer, an                            accelerated filer, a non-accelerated filer, or a smaller reporting                            company. See the definitions of “large accelerated filer”,                            “accelerated filer” and “smaller reporting                            company” in Rule 12 b-2 of the Exchange Act (Check                            one): |                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                     |   |   |
| Large                            Accelerated filero                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Accelerated                            filerx                            | Non-accelerated filero | Smaller                            reporting companyo |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (Do not                            check if a smaller reporting company) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                     |
| Indicate by                            check mark whether the registrant is a shell company (as defined in                            Rule 12b-2 of the Act).                                                                                                                                                                                                                                                                                                                                                          | YesoNox                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                     |
| At May 7, 2008, the                            registrant had 25,862,690 common shares designated as Class                            “A” shares (without nominal or par value)                            outstanding.

                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                          |  |  |  |

 

1

 

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**OPTIMAL GROUP INC.**

 

**PART I. FINANCIAL INFORMATION**

 

**Item 1. Financial Statements**

 

             

             

             

             

             

Consolidated Financial Statements of

(Unaudited)

             

**OPTIMAL GROUP INC.**

             

Three-month periods ended March 31, 2008 and 2007

(expressed in U.S. dollars)

             

             

2

             

----

             

             

**OPTIMAL GROUP INC.**

Consolidated Financial Statements

(Unaudited)

             

Three-month periods ended March 31, 2008 and 2007

(expressed in U.S. dollars)

 

**Financial Statements**

|   | Consolidated Balance Sheets | 4 |
|--------|-----------------------------|---|

|   | Consolidated Statements of Operations and                            Comprehensive Loss | 5 |
|--------|-----------------------------------------------------------------------------------------|---|

|   | Consolidated Statements of Shareholders’                            Equity | 6 |
|--------|----------------------------------------------------------------------------------|---|

|   | Consolidated Statements of Cash Flows | 7 |
|--------|---------------------------------------|---|

|   | Notes to Consolidated Financial Statements | 8 |
|--------|--------------------------------------------|---|

             

             

3

             

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| **OPTIMAL GROUP INC.**                                                                            |   |                                       |                                          |          |
|---------------------------------------------------------------------------------------------------|--------|--------------------------------------------|-----------------------------------------------|---------------|
| Consolidated Balance Sheets                                                                       |   |                                       |                                          |          |
| (Unaudited)                                                                                       |   |                                       |                                          |          |
|                                                                                              |   |                                       |                                          |          |
| March                            31, 2008 and December 31, 2007                                   |   |                                       |                                          |          |
| (expressed in thousands of U.S. dollars)                                                          |   |                                       |                                          |          |
|                                                                                              |   |                                       |                                          |          |
|                                                                                              |   | March                            31,  | December                            31,  |
|                                                                                              |   | 2008                                  |                                          | 2007     |
| Assets                                                                                            |   |                                       |                                          |          |
| Current assets:                                                                                   |   |                                       |                                          |          |
| Cash                            and cash equivalents                                              | $      | 45,702                                | $                                             | 47,193   |
| Cash                            held as reserves                                                  |   | 6,013                                 |                                          | 6,869    |
| Short-term investments                                                                            |   | 6,701                                 |                                          | 12,477   |
| Short-term investments held as reserves                                                           |   | 1,795                                 |                                          | 1,710    |
| Settlement assets                                                                                 |   | 2,323                                 |                                          | 4,715    |
| Accounts and other receivables                                                                    |   | 13,398                                |                                          | 18,513   |
| Inventories                                                                                       |   | 7,859                                 |                                          | 3,103    |
| Income taxes receivable and refundable investment tax                            credits          |   | 3,479                                 |                                          | 4,169    |
| Prepaid expenses and deposits                                                                     |   | 1,605                                 |                                          | 1,958    |
| Future income taxes                                                                               |   | 726                                   |                                          | 714      |
|                                                                                              |   |                                       | 89,601                                   |          | 101,421  |
|                                                                                              |   |                                       |                                          |          |
| Restricted cash (note 7 (d))                                                                      |   | 19,183                                |                                          | 19,183   |
| Property and equipment                                                                            |   | 5,690                                 |                                          | 4,670    |
| Goodwill (note 4)                                                                                 |   | 66,047                                |                                          | 66,210   |
| Intangible assets (note 4)                                                                        |   | 82,094                                |                                          | 86,858   |
| Future income taxes                                                                               |   | 6,626                                 |                                          | 6,200    |
| Other asset                                                                                       |   | 5,739                                 |                                          | 5,739    |
|                                                                                              |   |                                       |                                          |          |
|                                                                                              | $      | 274,980                               | $                                             | 290,281  |
| Liabilities and Shareholders' Equity                                                              |   |                                       |                                          |          |
| Current liabilities:                                                                              |   |                                       |                                          |          |
| Accounts payable and accrued liabilities                                                          | $      | 40,333                                | $                                             | 47,083   |
| Customer reserves and security deposits                                                           |   | 20,219                                |                                          | 21,324   |
| Income taxes payable                                                                              |   | 8,071                                 |                                          | 7,251    |
| Future income taxes                                                                               |   | 1,270                                 |                                          | 1,270    |
|                                                                                              |   |                                       | 69,893                                   |          | 76,928  |
|                                                                                              |   |                                       |                                          |          |
| Future income taxes                                                                               |   | 11,180                                |                                          | 11,648   |
|                                                                                              |   |                                       |                                          |          |
| Shareholders' equity:                                                                             |   |                                       |                                          |          |
| Share capital                                                                                     |   | 211,152                               |                                          | 211,998  |
| Warrants                                                                                          |   | 2,696                                 |                                          | 2,696    |
| Additional paid-in capital                                                                        |   | 30,655                                |                                          | 29,561   |
| Deficit                                                                                           |   | (49,112)                                   |                                          | (41,066)      |
| Accumulated other comprehensive loss                                                              |   | (1,484)                                    |                                          | (1,484)       |
|                                                                                              |   |                                       | 193,907                                  |          | 201,705  |
| Contingencies (note 7)

                                                                     |   |                                       |                                          |          |
|                                                                                              | $      | 274,980                               | $                                             | 290,281  |
|                                                                                              |
|                                                                                              |
| See accompanying notes                            to unaudited consolidated financial statements. |
|                                                                                                   |        |                                            |                                               |               |  |

             

4

 

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| **OPTIMAL GROUP INC.**                                                                                        |
|---------------------------------------------------------------------------------------------------------------|
| Consolidated Statements of Operations and Comprehensive                            Loss                       |
| (Unaudited)                                                                                                   |
|                                                                                                          |
| Three-month periods ended March 31, 2008 and                            2007                                  |
| (expressed in thousands of U.S. dollars, except per                            share amounts)                 |
|                                                                                                          |
|                                                                                                          | 2008  | 2007  |
|                                                                                                          |   |   |   |   |
| Revenues                                                                                                      | $ | 31,251  | $ | 30,066  |
|                                                                                                          |   |   |   |   |
| Expenses:                                                                                                     |   |   |   |   |
| Transaction processing and cost of sales                                                                      |   | 19,395  |   | 18,673  |
| Selling, general and administrative                                                                           |   | 12,580  |   | 7,671  |
| Amortization of intangibles pertaining to transaction                            processing and cost of sales |   | 4,764  |   | 3,109  |
| Amortization of equipment pertaining to cost of                            sales                              |   | 829  |   | -    |
| Amortization of equipment pertaining to selling, general                            and administrative        |   | 305  |   | 334  |
| Stock-based compensation pertaining to selling, general                            and administrative         |   | 571  |   | 5,997  |
| Research and development                                                                                      |   | 1,595  |   | 663  |
| Operating leases                                                                                              |   | 420  |   | 232  |
|                                                                                                          |   |   |   |   |
| Loss before undernoted item                                                                                   |   | (9,208) |   | (6,613) |
|                                                                                                          |   |   |   |   |
| Investment income                                                                                             |   | 446  |   | 1,901  |
|                                                                                                          |   |   |   |   |
| Loss before income tax (recovery) provision and                            non-controlling interest           |   | (8,762) |   | (4,712) |
|                                                                                                          |   |   |   |   |
| Income tax (recovery) provision                                                                               |   | (716) |   | 781  |
|                                                                                                          |   |   |   |   |
| Loss before non-controlling interest                                                                          |   | (8,046) |   | (5,493) |
|                                                                                                          |   |   |   |   |
| Non-controlling interest                                                                                      |   | -    |   | (159) |
|                                                                                                          |   |   |   |   |
| Net loss and comprehensive loss                                                                               | $ | (8,046) | $ | (5,652) |
|                                                                                                          |   |   |   |   |
| Weighted average number of shares                                                                             |   | 25,130,853  |   | 23,852,962  |
|                                                                                                          |   |   |   |   |
| Loss per share:                                                                                               |   |   |   |   |
| Basic                                                                                                         | $ | (0.32) | $ | (0.24) |
| Diluted                                                                                                       |   | (0.32) |   | (0.24) |
|                                                                                                          |   |   |   |   |
|                                                                                                          |   |   |   |   |
|                                                                                                          |   |   |   |   |
|                                                                                                          |   |   |   |   |

      See accompanying            notes to unaudited consolidated financial statements.

5

 

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| **OPTIMAL GROUP INC.**                                                           |
|----------------------------------------------------------------------------------|
| Consolidated Statements of Shareholders’                            Equity |
| (Unaudited)                                                                      |
|                                                                             |
| Three-month periods ended March 31, 2008 and                            2007     |
|                                                                             | (expressed in thousands of U.S. dollars) |
|                                                                                  |  |

 

|                                                                                         |                           |   |                      |      |                              |   |                      |   |                      |   | Accu-                |   |                      |
|----------------------------------------------------------------------------------------------|--------------------------------|--------|---------------------------|-----------|-----------------------------------|--------|---------------------------|--------|---------------------------|--------|---------------------------|--------|---------------------------|
|                                                                                         |                           |   |                      |      |                              |   |                      |   |                      |   | mulated              |   |                      |
|                                                                                         |                           |   |                      |      |                              |   | Addi-                |   |                      |   | other                |   |                      |
|                                                                                         |                           |   |                      |      |                              |   | tional               |   |                      |   | compre-              |   |                      |
|                                                                                         | Class “A” shares   |   |                      |      | paid-in                      |   |                      |   | hensive              |   |                      |
|                                                                                         | Number     |   | Dollars              |      | Warrants                     |   | capital              |   | Deficit              |   | loss                 |   | Total                |
|                                                                                         |                           |   |                      |      |                              |   |                      |   |                      |   |                      |   |                      |
| Balance, December 31,                            2007                                        | 25,983,148                | $      | 211,998              |  

$ |  

2,696                | $      | 29,561               | $      | (41,066)                  | $      | (1,484)                   | $      | 201,705              |
|                                                                                         |                           |   |                      |      |                              |   |                      |   |                      |   |                      |   |                      |
| Cancellation of shares pursuant to stock buyback program                            (note 5) | (103,660)                      |   | (846)                     |      | –            |   | 523                  |   | –    |   | –    |   | (323)                     |
|                                                                                         |                           |   |                      |      |                              |   |                      |   |                      |   |                      |   |                      |
| Stock-based compensation (note 8)                                                       | –         |   | –    |      | –            |   | 571                  |   | –    |   | –    |   | 571                  |
|                                                                                         |                           |   |                      |      |                              |   |                      |   |                      |   |                      |   |                      |
| Net loss                                                                                     | –         |   | –    |      | –            |   | –    |   | (8,046)                   |   | –    |   | (8,046)                   |
|                                                                                         |                           |   |                      |      |                              |   |                      |   |                      |   |                      |   |                      |
| Balance, March 31, 2008                                                                      | 25,879,488                | $      | 211,152              |  

$ |  

2,696                | $      | 30,655               | $      | (49,112)                  | $      | (1,484)                   | $      | 193,907              |
|                                                                                         |                           |   |                      |      |                              |   |                      |   |                      |   |                      |   |                      |
|                                                                                         |                           |   |                      |      |                              |   |                      |   |                      |   |                      |   |                      |
|                                                                                         |                           |   |                      |      |                              |   |                      |   |                      |   |                      |   |                      |
|                                                                                         |                           |   |                      |      |                              |   |                      |   |                      |   |                      |   |                      |
| Balance, December 31, 2006                                                                   | 23,849,090                | $      | 202,252              |  

$ |  

–    | $      | 23,169               | $      | (4,555)                   | $      | (1,484)                   | $      | 219,382              |
|                                                                                         |                           |   |                      |      |                              |   |                      |   |                      |   |                      |   |                      |
| Exercise of stock options:                                                                   |                           |   |                      |      |                              |   |                      |   |                      |   |                      |   |                      |
| Cash proceeds                                                                                | 4,078                     |   | 18                   |      | –            |   | –    |   | –    |   | –    |   | 18                   |
| Ascribed value                                                                               | –         |   | 22                   |      | –            |   | (22)                      |   | –    |   | –    |   | –    |
|                                                                                         |                           |   |                      |      |                              |   |                      |   |                      |   |                      |   |                      |
| Stock-based compensation (note                            8)                                 | –         |   | –    |      | –            |   | 5,997                |   | –    |   | –    |   | 5,997                |
|                                                                                         |                           |   |                      |      |                              |   |                      |   |                      |   |                      |   |                      |
| Net loss                                                                                     | –         |   | –    |      | –            |   | –    |   | (5,652)                   |   | –    |   | (5,652)                   |
|                                                                                         |                           |   |                      |      |                              |   |                      |   |                      |   |                      |   |                      |
| Balance, March 31, 2007                                                                      | 23,853,168                | $      | 202,292              |  

$ |  

–    | $      | 29,144               | $      | (10,207)                  | $      | (1,484)                   | $      | 219,745              |

|                                                                                              |
|---------------------------------------------------------------------------------------------------|
|                                                                                              |
| See accompanying notes to unaudited consolidated                            financial statements. |

             

             

6

             

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| **OPTIMAL GROUP INC.**                                                                                    |
|-----------------------------------------------------------------------------------------------------------|
| Consolidated Statements of Cash Flows                                                                     |
| (Unaudited)                                                                                               |
|                                                                                                      |
| Three-month periods ended March 31, 2008 and                            2007                              |
| (expressed in thousands of U.S. dollars)                                                                  |
|                                                                                                      |
|                                                                                                      |   | 2008  |   | 2007  |   |
|                                                                                                      |   |   |   |   |   |
| Cash flows from (used in) operating                            activities:                                |   |   |   |   |   |
| Net loss                                                                                                  | $ | (8,046) | $ | (5,652) |   |
| Adjustments for items not affecting cash:                                                                 |   |   |   |   |   |
| Non-controlling interest                                                                                  |   | -    |   | 159  |   |
| Amortization                                                                                              |   | 5,898  |   | 3,443  |   |
| Future income taxes                                                                                       |   | (1,093) |   | (576) |   |
| Stock-based compensation                                                                                  |   | 571  |   | 5,997  |   |
| Foreign exchange                                                                                          |   | (6) |   | (30) |   |
| Net change in operating assets and liabilities (note                            11 (a))              |   | (3,295) |   | (23,289) |   |
|                                                                                                      |   |   | (5,971) |   | (19,948) |   |
|                                                                                                      |   |   |   |   |   |
| Cash flows from (used in) financing                            activities:                                |   |   |   |   |   |
| Repurchase of Class "A" shares                                                                            |   | (323) |   | -    |   |
| Proceeds from exercise of RSUs in OPIL                                                                    |   | -    |   | 58  |   |
| Proceeds from issuance of Class "A" shares                                                                |   | -    |   | 18  |   |
| Decrease in bank indebtedness                                                                             |   | -    |   | (8,581) |   |
|                                                                                                      |   |   | (323) |   | (8,505) |   |
|                                                                                                      |   |   |   |   |   |   |
| Cash flows from (used in) investing                            activities:                                |   |   |   |   |   |
| Purchase of equipment and intangible assets                                                               |   | (1,317) |   | (1,082) |   |
| Proceeds from maturity of short-term                            investments                               |   | 5,776  |   | 66,483  |   |
| Other                                                                                                     |   | 368  |   | 335  |   |
| Repurchase of OPIL shares                                                                                 |   | -    |   | (16,463) |   |
| Transaction costs                                                                                         |   | -    |   | (1,742) |   |
|                                                                                                      |   |   | 4,827  |   | 47,531  |   |
|                                                                                                      |   |   |   |   |   |   |
| Effect of exchange rate changes on cash and cash                            equivalents during the period |   | (24) |   | 47  |   |
|                                                                                                      |   |   |   |   |   |
| (Decrease) increase in cash and cash                            equivalents                               |   | (1,491) |   | 19,125  |   |
|                                                                                                      |   |   |   |   |   |
| Cash and cash equivalents, beginning of                            period                                 |   | 47,193  |   | 103,922  |   |
|                                                                                                      |   |   |   |   |   |
| Cash and cash equivalents, end of period                                                                  | $ | 45,702  | $ | 123,047  |   |
|                                                                                                      |
| Supplemental cash flow information (note 11)                                                              |
|                                                                                                      |
| See accompanying notes to unaudited consolidated                            financial statements.         |
|                                                                                                           |  |  |  |  |  |  |

 

 

7

 

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| ****OPTIMAL GROUP                            INC.****                                                   |
|---------------------------------------------------------------------------------------------------------|
| Notes to Consolidated Financial Statements                                                              |
| (Unaudited)                                                                                             |
|                                                                                                    |
| Three-month periods ended March 31, 2008 and                            2007                            |
| (expressed in thousands of U.S. dollars, except share                            and per share amounts) |
|                                                                                                    |

 

| **1.** | **Nature of                            operations:** |
|--------|------------------------------------------------------|

These consolidated financial statements have been prepared by management            in accordance with Canadian generally accepted accounting principles            (“GAAP”). The unaudited consolidated balance sheet as at March 31, 2008,            the unaudited consolidated statements of operations and comprehensive loss and cash            flows for the periods ended March 31, 2008 and 2007 and the unaudited consolidated            statements of shareholders’ equity for the periods ended March 31, 2008 and            2007 reflect all adjustments which, in the opinion of management, are necessary to            present a fair statement of the results of the interim periods. These interim            consolidated financial statements follow the same accounting policies and methods of            their application as described in note 4 to the annual audited consolidated            financial statements for the year ended December 31, 2007, except as described in            note 2 below. The interim consolidated financial statements do not include all            disclosures required for annual financial statements and should be read in conjunction            with the most recent annual audited consolidated financial statements of Optimal Group            Inc. (the “Company”) as at and for the year ended December 31,            2007.

The Company’s revenues and expenses are subject to seasonal            variations. The results of operations and cash flows for any quarter are not            necessarily indicative of the results or cash flows for an entire year.

All amounts in the attached notes are unaudited unless specifically            identified.

             

| **2.** | **Changes in                            accounting policies:** |
|--------|----------------------------------------------------------------|

|   | (a) | New accounting policies: |
|--------|-----|--------------------------|

Effective January 1, 2008, the Company adopted the Canadian Institute of            Chartered Accountants ("CICA") Handbook Section 1535,*Capital            Disclosures*, CICA Handbook Section 3862,*Financial Instruments - Disclosure*, and            CICA Handbook Section 3863,*Financial Instruments -            Presentation.*The sectionsrelate to disclosure and            presentation only and did not have an impact on the Company’s financial results            (refer to notes 12 and 13).

Effective January 1, 2008, the Company also adopted CICA Handbook            Section 3031,*Inventories*, which            replaces Section 3030 and harmonizes the Canadian standards related to inventories with            International Financial Reporting Standards ("IFRS"). This section provides changes to            the measurement and more extensive guidance on the determination of cost, including            allocation of overhead; narrows the permitted cost formulas; and expands the disclosure            requirements to increase transparency. The adoption of this standard did not have a            significant impact on the consolidated financial statements.

Inventories are measured at the lower of cost and net realizable value.            At March 31, 2008, inventories consist of raw materials $7,489 and finished goods            $270.

             

 

8

 

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| ****OPTIMAL GROUP                            INC.****                                                   |
|---------------------------------------------------------------------------------------------------------|
| Notes to Consolidated Financial Statements,                            Continued                        |
| (Unaudited)                                                                                             |
|                                                                                                    |
| Three-month periods ended March 31, 2008 and                            2007                            |
| (expressed in thousands of U.S. dollars, except share                            and per share amounts) |
|                                                                                                    |

 

| **2.** | **Changes in                            accounting policies (continued):** |
|--------|----------------------------------------------------------------------------|

|   | (b) | Future accounting policies: |
|--------|-----|-----------------------------|

In February 2008, the CICA issued Section 3064,*Goodwill and Intangible Assets*, which will            replace Section 3062,*Goodwill and Other Intangible            Assets*. The standard provides guidance on the recognition of            intangible assets in accordance with the definition of an asset and the criteria for            asset recognition, as well as clarifying the application of the concept of matching            revenues and expenses, whether these assets are separately acquired or internally            developed. This standard applies to interim and annual financial statements relating to            fiscal years beginning on or after October 1, 2008. The adoption of this standard is            not expected to have a significant impact on the Company’s financial            results.

             

| **3.** | **Business                            acquisitions 2007:** |
|--------|------------------------------------------------------------|

|   | (a) | Optimal Acquisition Inc.: |
|--------|-----|---------------------------|

On February 23, 2007, Optimal Acquisition Inc. completed the acquisition            of all of the outstanding shares held by non-controlling shareholders of Optimal            Payments (Ireland) Limited for $16,463, which as of that date became a wholly-owned            subsidiary of the Company. As a result of the acquisition, non-controlling interest is            no longer recorded in the consolidated financial statements. The transaction was            accounted for using the purchase method.

|   | (b) | Wow Wee Limited: |
|--------|-----|------------------|

On November 7, 2007, the Company completed its previously announced            acquisition of substantially all of the assets of Wow Wee Limited, a privately-held            Hong Kong-based developer, marketer and supplier of technology-based, consumer robotic,            toy and entertainment products, as well as substantially all of the assets of WowWee            Marketing, Inc., with offices in California, and Wow Wee Group Company, with            offices in Canada (collectively, “WowWee”). WowWee Marketing, Inc. and Wow            Wee Group Company were service providers to Wow Wee Limited in the operation of            its business. The Company believes that the acquisition will provide the WowWee            business with greater financial and operational resources to grow both in North America            and internationally, and that the Company will be able to build upon the existing            consumer-focused franchise of the business, by capitalizing on its corporate brands            through the development of a cross-platform entertainment media strategy.

The total purchase price was $60,421, consisting of a cash consideration            of $46,570, the issuance of 2,169,197 Class"A"shares with a fair value of $10,000, 820,000 warrants to purchase            820,000 Class “A” shares having an estimated fair value of $2,696 and            transaction costs of approximately $1,155. The warrants have an exercise price of $5.56            per share and are exercisable for a period of seven years.

 

9

 

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| ****OPTIMAL GROUP                            INC.****                                                   |
|---------------------------------------------------------------------------------------------------------|
| Notes to Consolidated Financial Statements,                            Continued                        |
| (Unaudited)                                                                                             |
|                                                                                                    |
| Three-month periods ended March 31, 2008 and                            2007                            |
| (expressed in thousands of U.S. dollars, except share                            and per share amounts) |
|                                                                                                    |

 

| **3.** | **Business                            acquisitions 2007 (continued):** |
|--------|------------------------------------------------------------------------|

|   | (b) | Wow Wee Limited (continued): |
|--------|-----|------------------------------|

The acquisition was accounted for using the purchase method, and the            results of WowWee were consolidated with those of the Company from the date of            acquisition. The Company has allocated the purchase price on a preliminary basis to the            assets acquired and the liabilities assumed based on management’s best estimate            of their fair values and taking into account all relevant information available at that            time. Since the Company is still in the process of finalizing the valuation of certain            intangible assets and other assets acquired and liabilities assumed at the date of            acquisition, the allocation of the purchase price is subject to change. The Company            expects to finalize the allocation of the purchase price by the end of 2008. The            following table presents the estimated fair value of the assets purchased and            liabilities assumed from WowWee on November 7, 2007.

             

|                          |                                     |   |
|-------------------------------|------------------------------------------|--------|
| Assets acquired:              |                                     |   |
| Cash and cash equivalents     | $                                        | 483    |
| Accounts receivable           |                                     | 8,961  |
| Inventories                   |                                     | 5,568  |
| Income tax receivable         |                                     | 2,966  |
| Prepaid expenses and deposits |                                     | 771    |
| Property and equipment        |                                     | 2,457  |
| Customer relationships        |                                     | 21,171 |
| Intellectual property         |                                     | 5,520  |
| Tradename                     |                                     | 14,797 |
| Goodwill                      |                                     | 36,951 |
|                          |                                     |   | 99,645 |
|                          |                                     |   |   |
|                          | Liabilities assumed:                     |   |   |
|                          | Accounts payable and accrued liabilities |   | 32,929 |
|                          | Future income taxes                      |   | 6,295 |
|                          |                                     |   | 39,224 |
|                          |                                     |   |   |
|                          | Net assets acquired                      | $      | 60,421 |
|                               |                                          |        |  |  |

             

| Consideration:             |   |   |
|----------------------------|--------|--------|
| Cash                       | $      | 46,570 |
| 2,169,197 Class "A" shares |   | 10,000 |
| Warrants                   |   | 2,696  |
| Transaction costs          |   | 1,155  |
|                       |   |   |
| Total purchase price       | $      | 60,421 |

             

             

 

10

 

----

 

| ****OPTIMAL GROUP                            INC.****                                                   |
|---------------------------------------------------------------------------------------------------------|
| Notes to Consolidated Financial Statements,                            Continued                        |
| (Unaudited)                                                                                             |
|                                                                                                    |
| Three-month periods ended March 31, 2008 and                            2007                            |
| (expressed in thousands of U.S. dollars, except share                            and per share amounts) |
|                                                                                                    |

 

| **3.** | **Business                            acquisitions 2007 (continued):** |
|--------|------------------------------------------------------------------------|

|   | (b) | Wow Wee Limited (continued): |
|--------|-----|------------------------------|

Goodwill recorded in connection with this transaction is not expected to            be deductible for tax purposes.

The fair value of the warrants was estimated using the Black-Scholes            model using the following assumptions: exercise price $5.56, share price $5.48,            volatility 56%, risk-free rate 3.74%, and dividend yield 0%.

             

| **4.** | **Goodwill and                            other intangible assets:** |
|--------|----------------------------------------------------------------------|

             

| March 31, 2008                      |
|-----------------------------------------------|
|                                          | Gross  |   |   |
|                                          |   | carrying  |   | Accumulated  |   | Net book  |
|                                          |   | amount  |   | amortization  |   | value  |
|                                          |   |   |   |   |   |   |
| Goodwill                                      | $ | 66,047  | $ | –    | $ | 66,047  |
|                                          |   |   |   |   |   |   |
| Customer relationships and service agreements |   | 86,482  |   | 28,555  |   | 57,927  |
| ISO/ISA relations                             |   | 7,180  |   | 2,564  |   | 4,616  |
| Intellectual property                         |   | 5,520  |   | 767  |   | 4,753  |
| Tradename                                     |   | 14,797  |   | 1,233  |   | 13,564  |
| Other                                         |   | 6,134  |   | 4,900  |   | 1,234  |
|                                          |   | 120,113  |   | 38,019  |   | 82,094  |
|                                          |   |   |   |   |   |   |
|                                          | $ | 186,160  | $ | 38,019  | $ | 148,141  |

             

             

| December 31, 2007                   |
|-----------------------------------------------|
|                                          | Gross  |   |   |
|                                          |   | carrying  |   | Accumulated  |   | Net book  |
|                                          |   | amount  |   | amortization  |   | value  |
|                                          |   |   |   |   |   |   |
| Goodwill                                      | $ | 66,210  | $ | –    | $ | 66,210  |
|                                          |   |   |   |   |   |   |
| Customer relationships and service agreements |   | 86,482  |   | 25,502  |   | 60,980  |
| ISO/ISA relations                             |   | 7,180  |   | 2,308  |   | 4,872  |
| Intellectual property                         |   | 5,520  |   | 307  |   | 5,213  |
| Tradename                                     |   | 14,798  |   | 493  |   | 14,305  |
| Other                                         |   | 6,134  |   | 4,646  |   | 1,488  |
|                                          |   | 120,114  |   | 33,256  |   | 86,858  |
|                                          |   |   |   |   |   |   |
|                                          | $ | 186,324  | $ | 33,256  | $ | 153,068  |

             

Goodwill is net of impairment charges of $22,552 provided in previous            periods.

 

11

 

----

 

| ****OPTIMAL GROUP                            INC.****                                                   |
|---------------------------------------------------------------------------------------------------------|
| Notes to Consolidated Financial Statements,                            Continued                        |
| (Unaudited)                                                                                             |
|                                                                                                    |
| Three-month periods ended March 31, 2008 and                            2007                            |
| (expressed in thousands of U.S. dollars, except share                            and per share amounts) |
|                                                                                                    |

 

| **5.** | **Share                            capital:** |
|--------|-----------------------------------------------|

On November 6, 2007, the Board of Directors renewed the stock buyback            program authorizing the Company to purchase up to 5% of its outstanding Class "A"            shares. The Company may purchase the Class "A" shares on the open market through the            facilities of the Nasdaq Stock Market over the course of 12 months commencing November            21, 2007 and ending November 20, 2008. All shares purchased under the stock buyback            program will be cancelled. During the three months ended March 31, 2008, 103,660            Class “A” shares having a book value of $846 have been repurchased for a            total consideration of $323. The excess of the book value of the shares over the            purchase price, in the amount of $523, was added to the additional paid-in            capital.

             

| **6.** | **Stock                            options and warrants:** |
|--------|------------------------------------------------------------|

|   | (a) | Optimal Group Inc.: |
|--------|-----|---------------------|

The Company has a stock option plan that provides for the granting of            options to employees and directors for the purchase of the Company’s Class "A"            shares to be issued from treasury. Options may be granted by the Board of Directors for            terms of up to ten years. The Board of Directors establishes the exercise period,            vesting terms and other conditions for each grant at the grant date. The maximum number            of shares that may be issued under the plan is 9,000,000. Options may be granted with            exercise prices at the then current market price. Options currently outstanding under            the plan expire either five or seven years after the date of grant.

Details of outstanding stock options are as follows:

             

|                                                                                 |            |   | Weighted   |
|--------------------------------------------------------------------------------------|-----------------|--------|-----------------|
|                                                                                 |            |   | average    |
|                                                                                 |            |   | exercise   |
|                                                                                 | Number of  |   | price      |
|                                                                                 | options    |   | per share  |
|                                                                                 |            |   |            |
| Options outstanding, March 31, 2008 and December 31,                            2007 | 5,538,541  | $      | 6.26       |

During the three-month period ended March 31, 2008 no options were            granted and none expired or were cancelled.

As at March 31, 2008, 5,538,541 stock options could potentially dilute            basic earnings per share in the future. They were not included in the computation of            diluted earnings per share because to do so would have been anti-dilutive.

 

12

 

----

 

| ****OPTIMAL GROUP                            INC.****                                                   |
|---------------------------------------------------------------------------------------------------------|
| Notes to Consolidated Financial Statements,                            Continued                        |
| (Unaudited)                                                                                             |
|                                                                                                    |
| Three-month periods ended March 31, 2008 and                            2007                            |
| (expressed in thousands of U.S. dollars, except share                            and per share amounts) |
|                                                                                                    |

 

| **6.** | **Stock                            options and warrants (continued):** |
|--------|------------------------------------------------------------------------|

|   | (a) | Optimal Group Inc. (continued): |
|--------|-----|---------------------------------|

The following table summarizes information about the options outstanding            and exercisable at March 31, 2008:

             

| Options outstanding | Options exercisable |
|---------------------|---------------------|
|                |                | Weighted |   |   |   |   |   |   |   |   |
|                |                | average |   |   |   | Weighted |   |   |   | Weighted |
|                |                | remaining |   |   |   | average |   |   |   | average |
|                |                | contractual |   |   |   | exercise |   |   |   | exercise |
| Exercise            |                | life |   |   |   | price per |   |   |   | price per |
| price/share         |                | (years) |   | Number |   | share |   | Number |   | share |
|                |                |   |   |   |   |   |   |   |   |   |
|   $7.10        |                | 1.08 |   | 3,865,041 | $ | 7.10 |   | 3,865,041 | $ | 7.10 |
| $9.36               |                | 3.72 |   | 37,500 |   | 9.36 |   | 12,500 |   | 9.36 |
| $4.21               |                | 6.63 |   | 1,636,000 |   | 4.21 |   | **–**    |   | **–**    |
|                |                |   |   |   |   |   |   |   |   |   |
|                |                |   |   | 5,538,541 | $ | 6.26 |   | 3,877,541 | $ | 7.11 |

             

At March 31, 2008, there are 820,000 warrants outstanding, exercisable            at a price of $5.56 up until November 2014. All of these warrants could potentially            dilute basic earnings per share in the future.

|   | (b) | Terra Payments Inc.: |
|--------|-----|----------------------|

Details of the stock options outstanding under the Terra Payments Inc.            plan as at March 31, 2008 are as follows:

             

| U.S. dollar exercise                            price      | Canadian dollar exercise price |
|-------------------------------------------------------------------------------------|--------------------------------|
|                                                                                |                           | Weighted average  |
|                                                                                |                           | Exercise price  |   | exercise price  |
|                                                                                | Number                    | per share  | Number  | per share  |
|                                                                                |                           |   |   |   |   |   |
| Balance, December 31, 2007                                                          | 134,113                   | $ | 7.43  | 140,709  | $ | 8.26  |
|                                                                                |                           |   |   |   |   |   |
| Expired/cancelled                                                                   | **–**     |   | **–**    | (7,273) |   | 4.08  |
|                                                                                |                           |   |   |   |   |   |
| Balance, March 31, 2008                                                             | 134,113                   | $ | 7.43  | 133,436  | $ | 8.49  |

             

All of these options were fully vested.

These options expire on various dates up to April 2009.

The 134,113 options outstanding with a U.S. dollar exercise price of            $7.43 have a remaining contractual life of 1.0 year as at March 31, 2008.

As at December 31, 2007 there were 21,978 warrants outstanding, which            expired in March 2008.

 

13

 

----

 

| ****OPTIMAL GROUP                            INC.****                                                   |
|---------------------------------------------------------------------------------------------------------|
| Notes to Consolidated Financial Statements,                            Continued                        |
| (Unaudited)                                                                                             |
|                                                                                                    |
| Three-month periods ended March 31, 2008 and                            2007                            |
| (expressed in thousands of U.S. dollars, except share                            and per share amounts) |
|                                                                                                    |

 

| **6.** | **Stock                            options and warrants (continued):** |
|--------|------------------------------------------------------------------------|

|   | (b) | Terra Payments Inc. (continued):                                                                                                                                                                                                                                                                                                                                                  |
|--------|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |     | There are 267,549 Terra options that                            could potentially dilute basic earnings per share in the future that                            were not included in the computation of diluted earnings per share                            because to do so would have been anti-dilutive for the period ended                            March 31, 2008. |

             

             

| **7.** | **Contingencies:** |
|--------|--------------------|

|   | (a) | On March 11, 2005, and again on June                            30, 2005, the Company received a letter from Fujitsu claiming recovery                            of expenses allegedly incurred and forecast by Fujitsu to be incurred                            in relation to the operation of the Company’s former*U-Scan®*self-checkout                            business. In December 2005, the Company was notified by Fujitsu of its                            intention to arbitrate its claim. In February 2007, Fujitsu initiated                            arbitration proceedings. On March 20, 2008, the Company entered into a                            settlement agreement with Fujitsu, which resolved all potential claims                            by Fujitsu and brought these arbitration proceedings to an end. The                            amount that the Company paid to settle Fujitsu’s claims is not                            considered to be material to the Company. |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (b) | The Company is party to litigation                            arising in the normal course of operations. The Company does not expect                            the resolution of such matters to have a material adverse effect on its                            financial position or results of operations. However, the results of                            legal proceedings cannot be predicted with certainty. Should the                            Company fail to prevail in any of these legal matters or should several                            legal matters be resolved against the Company in the same reporting                            period, the consolidated operating results of a particular reporting                            period could be materially adversely affected. |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (c) | In the sale or other disposition of                            assets out of the ordinary course of business, in addition to possible                            indemnification relating to failure to perform covenants and breach of                            representations and warranties, the Company might agree to indemnify                            the buyer against claims from its past conduct of its business.                            Typically, the term and amount of such indemnification will be limited                            by agreement. No provision has been made in these financial statements                            with respect to this item as the Company does not expect to make any                            payments for these items and the standby liability is                            nominal. |
|--------|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (d) | As previously announced, immediately                            following the enactment of the Unlawful Internet Gambling Enforcement                            Act of 2006 (the “Act”) on October 13, 2006, the                            Company’s then majority-owned subsidiary, OPIL, ceased to process                            settlement transactions originating from United States consumers. This                            represented a substantial portion of its revenues derived from                            processing transactions from online gambling. The Company is exposed to                            adverse consequences as a result of possible enforcement proceedings,                            governmental investigations or lawsuits initiated against it in                            jurisdictions where online gambling is or becomes restricted or                            prohibited. |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

             

14

 

----

 

| ****OPTIMAL GROUP                            INC.****                                                   |
|---------------------------------------------------------------------------------------------------------|
| Notes to Consolidated Financial Statements,                            Continued                        |
| (Unaudited)                                                                                             |
|                                                                                                    |
| Three-month periods ended March 31, 2008 and                            2007                            |
| (expressed in thousands of U.S. dollars, except share                            and per share amounts) |
|                                                                                                    |

 

| **7.** | **Contingencies (continued):** |
|--------|--------------------------------|

|   | (d) | (continued):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |     | Following announcements by the U.S.                            Attorney’s Office in the Southern District of New York relating                            to its investigation of the U.S. Internet gambling industry, the                            Company announced on May 8, 2007 that it has initiated discussions with                            the U.S. Attorney’s Office in the Southern District of New York                            and is in the process of responding to a voluntary request for                            information issued by the U.S. Attorney’s Office. In connection                            with such ongoing investigation, the Company announced on May 11, 2007                            that it had received a copy of warrants of seizure issued by the U.S.                            Attorney’s Office against funds of certain payment processors                            that were on deposit with two U.S. banks. These funds included $19,183                            on deposit to the credit of Company affiliates. The total amount seized                            of $19,183 is presented as restricted cash on the consolidated balance                            sheets. No provision has been recorded by the Company for this matter                            because the outcome of these discussions and the amount of loss, if                            any, are not currently determinable. |
|        |     | While best estimates have been used                            for reporting financial statement items subject to measurement                            uncertainty, management considers that it is possible that changes in                            future conditions in the near term could require a material change in                            the recognized amounts of certain assets and liabilities. “Near                            term” is considered to be within one year from the date of the                            financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

             

|   | (e) | From time to time, Optimal Payments                            Inc. receives requests from law enforcement officials for information                            relating to the processing of transactions for specific merchants. At                            present, Optimal Payments Inc. is responding to such a request issued                            by the U.S. Attorney's Office in the Eastern District of New York in                            relation to the criminal prosecution of the operator of an Internet                            pharmacy. Optimal Payments Inc. has also received a request for                            information relating generally to its former involvement in processing                            payment transactions for Internet pharmacies. No provision has been                            recorded by Optimal Payments Inc. for this matter because the outcome                            of these discussions and the amount of loss, if any, are not                            determinable. |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

             

| **8.** | **Stock-based                            compensation:** |
|--------|----------------------------------------------------------|

Stock-based compensation expenses in the consolidated statements of            operations was comprised of:

             

|                                                                          |   |   |   |   |   | 2008                          |   | 2007                          |
|-------------------------------------------------------------------------------|--------|--------|--------|--------|--------|-------------------------------|--------|-------------------------------|
|                                                                          |   |   |   |   |   |                          |   |                          |
| Expense related to options granted in 2006                                    |   |   |   |   | $      | 56                            | $      | 30                       |
| Expense related to options granted in 2007                                    |   |   |   |   |   | 515                           |   | **–**    |
| Expense related to OPIL restricted stock unit                            plan |   |   |   |   |   | **–**    |   | 5,967                    |
|                                                                          |   |   |   |   |   |                          |   |                          |
|                                                                          |   |   |   |   | $      | 571                           | $      | 5,997                    |

 

15

 

----

 

| ****OPTIMAL GROUP                            INC.****                                                   |
|---------------------------------------------------------------------------------------------------------|
| Notes to Consolidated Financial Statements,                            Continued                        |
| (Unaudited)                                                                                             |
|                                                                                                    |
| Three-month periods ended March 31, 2008 and                            2007                            |
| (expressed in thousands of U.S. dollars, except share                            and per share amounts) |
|                                                                                                    |

 

| **9.** | **Income                            taxes:** |
|--------|----------------------------------------------|

The income tax provision differs from the amount computed by applying            the combined Canadian federal and Québec provincial tax rates to earnings before            income taxes. The reasons for the difference and the related tax effects are as            follows:

             

|                                                                             |   |   |   | 2008                 |   | 2007   |
|----------------------------------------------------------------------------------|--------|--------|--------|---------------------------|--------|-------------|
|                                                                             |   |   |   |                      |   |        |
| Loss before income taxes and non-controlling                            interest |   |   | $      | (8,762)                   | $      | (4,712)     |
|                                                                             |   |   |   |                      |   |        |
| Combined Canadian federal and provincial

income taxes at 32% (2006 - 32%)       |   |   | $      | (2,708)                   | $      | (1,508)     |
| Foreign exchange(1)                                                              |   |   |   | 251                  |   | (137)       |
| Change in valuation allowance                                                    |   |   |   | 669                  |   | 254    |
| Difference in tax rates in foreign                            jurisdictions      |   |   |   | 697                  |   | (31)        |
| Stock-based compensation not deductible                                          |   |   |   | 177                  |   | 1,920  |
| Amortization of other asset                                                      |   |   |   | –    |   | 236    |
| Permanent differences and other                                                  |   |   |   | 198                  |   | 47     |
|                                                                             |   |   |   |                      |   |        |
| Income tax (recovery) provision                                                  |   |   | $      | (716)                     | $      | 781    |

             

|   | (1) | For purposes of calculating the                            income tax provision of the Company, a tax liability (recovery) is                            recognized on foreign exchange gains or losses which arise on the                            conversion into Canadian dollars of the net monetary assets denominated                            in U.S. dollars; such conversion is required for tax purposes. As these                            financial statements are presented in U.S. dollars, these foreign                            exchange gains or losses do not impact (loss) earnings before income                            taxes, even though the income tax provision would include a tax effect                            for these items. Future fluctuations in the foreign exchange rate                            between the Canadian and U.S. dollar will change the amount of the                            foreign exchange gains or losses and, thus, the provision for income or                            recovery taxes thereon. |
|--------|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

The (recovery) provision for income taxes is composed of the            following:

             

|                 |   |   |   | 2008  |   | 2007   |
|----------------------|--------|--------|--------|------------|--------|-------------|
|                 |   |   |   |       |   |        |
| Current income taxes |   |   | $      | 377   | $      | 1,357  |
| Future income taxes  |   |   |   | (1,093)    |   | (576)       |
|                 |   |   |   |       |   |        |
|                 |   |   | $      | (716)      | $      | 781    |

             

 

16

 

----

 

| ****OPTIMAL GROUP                            INC.****                                                   |
|---------------------------------------------------------------------------------------------------------|
| Notes to Consolidated Financial Statements,                            Continued                        |
| (Unaudited)                                                                                             |
|                                                                                                    |
| Three-month periods ended March 31, 2008 and                            2007                            |
| (expressed in thousands of U.S. dollars, except share                            and per share amounts) |
|                                                                                                    |

| **10.** | **Segmented                            information:** |
|---------|-------------------------------------------------------|

As of November 7, 2007, as a result of the acquisition of the assets of            WowWee Limited as discussed in note 3 (b), the Company operates in two            segments: the consumer robotic, toy and entertainment products segment and the payment            processing segment.

Comparative figures have been reclassified to conform with this new            presentation.

|   | (a) | Information on the operating segments is as                            follows: |
|--------|-----|---------------------------------------------------------------------------------|

             

|                                                    |                                              | Consumer    |              |               |   |
|---------------------------------------------------------|---------------------------------------------------|------------------|-------------------|--------------------|--------|
|                                                    | robotic, toy                            and  |             |              |               |
|                                                    | entertainment                                | Payment     |              |               |
|                                                    | products                                     | processing  | Unallocated  | Consolidated  |
|                                                    |                                              |             |              |               |   |   |   |   |
| Period ended March 31,                            2008: |                                              |             |              |               |   |   |   |   |
|                                                    |                                              |             |              |               |   |   |   |   |
| Revenues                                                | $                                                 | 4,900       | $                 | 26,351        | $      | **–**    | $ | 31,251  |
|                                                    |                                              |             |              |               |   |   |   |   |
| Transaction processing and cost of sales                |                                              | 3,710       |              | 15,685        |   | **–**    |   | 19,395  |
| Selling, general and administrative                     |                                              | 4,998       |              | 7,533         |   | 49  |   | 12,580  |
| Research and development                                |                                              | 618         |              | 977           |   | **–**    |   | 1,595  |
| Operating leases                                        |                                              | 237         |              | 183           |   | **–**    |   | 420  |
|                                                    |                                              | (4,663)          |              | 1,973         |   | (49) |   | (2,739) |
|                                                    |                                              |             |              |               |   |   |   |   |
| Stock-based compensation                                |                                              | 52          |              | 56            |   | 463  |   | 571  |
| Amortization                                            |                                              | 2,648       |              | 3,242         |   | 8  |   | 5,898  |
|                                                    |                                              | (7,363)          |              | (1,325)            |   | (520) |   | (9,208) |
|                                                    |                                              |             |              |               |   |   |   |   |
| Investment (expense) income                             |                                              | (44)             |              | 217           |   | 273  |   | 446  |
|                                                    |                                              |             |              |               |   |   |   |   |
| Loss                            before income taxes     |                                              | (7,407)          |              | (1,108)            |   | (247) |   | (8,762) |
|                                                    |                                              |             |              |               |   |   |   |   |
| Income tax (recovery)                                   |                                              | (222)            |              | (494)              |   | **–**    |   | (716) |
|                                                    |                                              |             |              |               |   |   |   |   |
| Net loss                                                | $                                                 | (7,185)          | $                 | (614)              | $      | (247) | $ | (8,046) |
|                                                    |                                              |             |              |               |   |   |   |   |

Revenues from the consumer robotic, toy and entertainment products            segment is subject to seasonal variability with a significant portion of revenues            generated in the third and fourth quarters of each calendar year.

In the period ended March 31, 2007, the Company only operated in the            payment processing segment.

 

17

 

----

 

| ****OPTIMAL GROUP                            INC.****                                                   |
|---------------------------------------------------------------------------------------------------------|
| Notes to Consolidated Financial Statements,                            Continued                        |
| (Unaudited)                                                                                             |
|                                                                                                    |
| Three-month periods ended March 31, 2008 and                            2007                            |
| (expressed in thousands of U.S. dollars, except share                            and per share amounts) |
|                                                                                                    |

 

| **10.** | **Segmented                            information (continued):** |
|---------|-------------------------------------------------------------------|

|   | (a) | Information on the operating segments is as follows                            (continued): |
|--------|-----|---------------------------------------------------------------------------------------------|

             

|                                                                                                                                                    |                                              | Consumer    |                |                      |   |                      |
|---------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------|------------------|---------------------|---------------------------|--------|---------------------------|
|                                                                                                                                                    | robotic, toy                            and  |             |                |                      |   |
|                                                                                                                                                    | entertainment                                | Payment     | Eliminations/  |                      |   |
|                                                                                                                                                    | products                                     | processing  | unallocated    | Consolidated         |
|                                                                                                                                                    |                                              |             |                |                      |   |                      |   |   |
| March 31,                            2008:                                                                                                              |                                              |             |                |                      |   |                      |   |   |
|                                                                                                                                                    |                                              |             |                |                      |   |                      |   |   |
| Total assets                                                                                                                                            | $                                                 | 107,963     | $                   | 134,585              | $      | 32,432               | $ | 274,980  |
|                                                                                                                                                    |                                              |             |                |                      |   |                      |   |   |
| Total                            additions to equipment and other intangibles for the three months ended                            March 31, 2008 |                                              | 1,103       |                | 61                   |   | 153                  |   | 1,317  |
|                                                                                                                                                    |                                              |             |                |                      |   |                      |   |   |
| December 31,                            2007:                                                                                                           |                                              |             |                |                      |   |                      |   |   |
|                                                                                                                                                    |                                              |             |                |                      |   |                      |   |   |
| Total assets                                                                                                                                            | $                                                 | 104,560     | $                   | 140,050              | $      | 45,671               | $ | 290,281  |
|                                                                                                                                                    |                                              |             |                |                      |   |                      |   |   |
| Total                            additions to goodwill for the year ended December 31, 2007                                                             |                                              | 37,113      |                | 2,406                |   | –    |   | 39,519  |
|                                                                                                                                                    |                                              |             |                |                      |   |                      |   |   |
| Total                            additions to equipment and other intangibles for the year ended                            December 31, 2007      |                                              |             |                |                      |   |                      |   |   |
| -                            through business acquisition                                                                                               |                                              | 43,945      |                | –    |   | –    |   | 43,945  |
| -                            other                                                                                                                      |                                              | 1,597       |                | 3,112                |   | 35                   |   | 4,744  |
|                                                                                                                                                    |                                              |             |                |                      |   |                      |   |   |
|                                                                                                                                                    |                                              |             |                |                      |   |                      |   |   |
|                                                                                                                                                         |                                                   |                  |                     |                           |        |                           |  |  |  |  |  |

             

 

18

 

----

 

| ****OPTIMAL GROUP                            INC.****                                                   |
|---------------------------------------------------------------------------------------------------------|
| Notes to Consolidated Financial Statements,                            Continued                        |
| (Unaudited)                                                                                             |
|                                                                                                    |
| Three-month periods ended March 31, 2008 and                            2007                            |
| (expressed in thousands of U.S. dollars, except share                            and per share amounts) |
|                                                                                                    |

 

| **10.** | **Segmented                            information (continued):** |
|---------|-------------------------------------------------------------------|

|   | (b) | Geographic information is as follows: |
|--------|-----|---------------------------------------|

             

| Revenues            |   | Property and equipment,   |   |
|----------------------------------------------------------------------------|--------|---------------------------|--------|
| goodwill and intangibles                                                   |   |
|                                                                       |   |                      |   |   |   |   | March 31, |   | December 31, |
|                                                                       |   | 2008                      |   | 2007 |   |   | 2008  |   | 2007  |
|                                                                       |   |                      |   |   |   |   |   |   |   |
| United States                                                              | $      | 22,519                    | $      | 21,000 |   | $ | 55,789  | $ | 58,429  |
| Central America                                                            |   | 2,918                     |   | 5,060 |   |   | –    |   | –    |
| Canada                                                                     |   | 1,769                     |   | 1,779 |   |   | 19,835  |   | 19,695  |
| Europe                                                                     |   | 2,349                     |   | 1,688 |   |   | 1,639  |   | 1,649  |
| Hong Kong                                                                  |   | –    |   | –    |   |   | 76,568  |   | 77,965  |
| Other                                                                      |   | 1,696                     |   | 539 |   |   | –    |   | –    |
|                                                                       |   |                      |   |   |   |   |   |   |   |
|                                                                       | $      | 31,251                    | $      | 30,066 |   | $ | 153,831  | $ | 157,738  |
|                                                                            |        |                           |        |  |  |  |  |  |  |  |

             

Revenues are attributed to countries based on the location of the            customers. The "Other" caption includes countries in Africa, Australia and Asia            (excluding Hong Kong).

             

| **11.** | **Supplemental                            disclosure of cash flow and other information:** |
|---------|--------------------------------------------------------------------------------------------|

|   | (a) | Net change in operating assets and                            liabilities: |
|--------|-----|----------------------------------------------------------------------------|

             

|                                                                                                |   | March 31,   | March 31, |
|-----------------------------------------------------------------------------------------------------|--------|-------------|-----------|
|                                                                                                |   | 2008   |      | 2007  |
|                                                                                                |   |        |      |   |
| Cash and short-term investments held as                            reserves                         | $      | 771    | $         | 879  |
| Settlement assets                                                                                   |   | 2,392  |      | 4,840  |
| Accounts receivable                                                                                 |   | 5,444  |      | 1,373  |
| Inventories                                                                                         |   | (4,756)     |      | -    |
| Income taxes receivable and refundable investment tax                            credits receivable |   | 690    |      | (69) |
| Prepaid expenses and deposits                                                                       |   | 353    |      | 1,444  |
| Accounts payable and accrued liabilities                                                            |   | (8,092)     |      | (6,691) |
| Income taxes payable                                                                                |   | 1,008  |      | 1,215  |
| Customer reserves and security deposits                                                             |   | (1,105)     |      | (26,280) |
|                                                                                                |   |        |      |   |
| Net change in operating assets and                            liabilities                           | $      | (3,295)     | $         | (23,289) |

             

|   | (b) | Cash paid for                            interest and income taxes: |
|--------|-----|---------------------------------------------------------------------|

             

| Interest     | $      | 23             | $      | 41   |
|--------------|--------|---------------------|--------|-----------|
| Income taxes |   | -    |   | 218  |
|         |   |                |   |      |

             

19

             

----

             

| ****OPTIMAL GROUP                            INC.****                                                   |
|---------------------------------------------------------------------------------------------------------|
| Notes to Consolidated Financial Statements,                            Continued                        |
| (Unaudited)                                                                                             |
|                                                                                                    |
| Three-month periods ended March 31, 2008 and                            2007                            |
| (expressed in thousands of U.S. dollars, except share                            and per share amounts) |
|                                                                                                    |

 

| **11.** | **Supplemental                            disclosure of cash flow and other information                            (continued):** |
|---------|-----------------------------------------------------------------------------------------------------------------------------------|

|   | (c) | Cash and cash equivalents: |
|--------|-----|----------------------------|

             

|                                                                                                    |   | March 31,  |   | December 31,         |
|---------------------------------------------------------------------------------------------------------|--------|-----------------|--------|---------------------------|
|                                                                                                    |   | 2008       |   | 2007                 |
|                                                                                                    |   |            |   |                      |
| Cash and cash equivalents consist of:                                                                   |   |            |   |                      |
| Cash balances with banks                                                                                | $      | 40,075     | $      | 47,193               |
| Short-term investments, bearing interest at 0.46% to                            3.50% (2007 - nil) |   | 5,627      |   | –    |
|                                                                                                    |   |            |   |                      |
|                                                                                                    | $      | 45,702     | $      | 47,193               |

 

             

|   | (d) | Non-cash transactions: |
|--------|-----|------------------------|

             

|                                                                                                                            |   |   |   | March 31,                |   | December                            31,  |
|---------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|-------------------------------|--------|-----------------------------------------------|
|                                                                                                                            |   |   |   | 2008                     |   | 2007                                     |
|                                                                                                                            |   |   |   |                          |   |                                          |
| Addition of property, equipment and intangibles included                            in accounts payable and accrued liabilities |   |   | $      | 838                      | $      | –                        |
| Shares and warrants issued in connection with                            WowWee                                                 |   |   |   | **–**    |   | 12,696                                   |
| Adjustments to WowWee purchase price equation to                            goodwill                                            |   |   |   | 163                      |   | –                        |
|                                                                                                                            |   |   |   |                          |   |                                          |

             

|   | (e) | Foreign exchange: |
|--------|-----|-------------------|

Included in “selling, general and administrative expenses”            in the consolidated statement of operations and comprehensive loss is a foreign            exchange (loss) gain relating to financial assets and liabilities of ($414) for the            three-month period ended March 31, 2008 (March 31, 2007 -            $21).

             

| **12.** | **Capital                            disclosures:** |
|---------|-----------------------------------------------------|

The Company’s objective is to maintain a strong capital base to            maintain investor, creditor and market confidence and to sustain future development of            the business.

Management defines capital as the Company’s shareholders’            equity, excluding accumulated other comprehensive income. The Company does not have any            debt.

 

20

 

----

 

| ****OPTIMAL GROUP                            INC.****                                                   |
|---------------------------------------------------------------------------------------------------------|
| Notes to Consolidated Financial Statements,                            Continued                        |
| (Unaudited)                                                                                             |
|                                                                                                    |
| Three-month periods ended March 31, 2008 and                            2007                            |
| (expressed in thousands of U.S. dollars, except share                            and per share amounts) |
|                                                                                                    |

             

| **12.** | **Capital                            disclosures (continued):** |
|---------|-----------------------------------------------------------------|

In order to maximize flexibility in financing the Company’s            ongoing growth and be able to take advantage of additional new capital investment and            acquisition opportunities, the Company does not currently pay a dividend. To maintain            or adjust the capital structure, the Company may also repurchase existing shares, issue            new shares or long-term debt, or sell assets to adjust to changes in economic            conditions and the risk characteristic of the underlying assets. (Refer to note 5 for            the Company stock buyback program.)

There were no changes to the Company’s approach to capital            management during the period. Neither the Company nor any of its subsidiaries is            subject to externally imposed capital requirements.

             

| **13.** | **Financial                            risk management:** |
|---------|-----------------------------------------------------------|

This note provides disclosures relating to the nature and extent of the            Company’s exposure arising from financial instruments, including interest rate            risk, foreign currency risk, credit risk and liquidity risk and how the Company manages            these risks.

|   | (a) | Interest rate risk: |
|--------|-----|---------------------|

Interest rate risk is the risk that the fair value or future cash flows            of a financial instrument will fluctuate because of changes in market interest            rates.

Short-term investments (including those held in reserve) consist of            short-term notes invested at fixed interest rates. The risk that the Company will            realize a loss as a result of a decline in the fair value of these investments is            limited because although available for sale, these investments are short-term and are            generally held to maturity.

The Company is exposed primarily to interest rate fluctuations as a            result of cash (including cash held in reserve) which bear interest at variable            interest rates. A 0.5% increase to the interest rate would have decreased the net loss            and comprehensive loss by $11 in the period. An equal but opposite effect would result            assuming a 0.5% decrease in interest rates.

 

21

 

----

 

| ****OPTIMAL GROUP                            INC.****                                                   |
|---------------------------------------------------------------------------------------------------------|
| Notes to Consolidated Financial Statements,                            Continued                        |
| (Unaudited)                                                                                             |
|                                                                                                    |
| Three-month periods ended March 31, 2008 and                            2007                            |
| (expressed in thousands of U.S. dollars, except share                            and per share amounts) |
|                                                                                                    |

 

| **13.** | **Financial                            risk management (continued):** |
|---------|-----------------------------------------------------------------------|

|   | (b) | Foreign currency risk: |
|--------|-----|------------------------|

A significant portion of the Company’s cash flows and financial            assets and liabilities are denominated in U.S. dollars, which is the Company’s            functional and reporting currency. Foreign currency risk is limited to the portion of            the Company’s business transactions denominated in currencies other than U.S.            dollars, primarily for head office expenses in Canada. For the Company’s foreign            currency transactions, fluctuations in the respective exchange rates relative to the            U.S. dollar will create volatility in the Company’s cash flows and the reported            amounts for revenues and selling, general and administrative expenses in its            consolidated statement of operations on a period-to-period basis. Additional earnings            variability arises from the translation of monetary assets and liabilities denominated            in currencies other than U.S. dollars at the rates of exchange at each balance sheet            date, the impact of which is reported as a foreign exchange gain and loss which is            included as part of selling, general and administrative expenses in the statement of            operations and comprehensive loss.

The Company’s objective in managing its foreign currency risk is            to minimize its net exposures to foreign currency cash flows, by transacting with third            parties in U.S. dollars to the maximum extent possible and practical and holding cash            and cash equivalents in U.S. dollars. The Company monitors and forecasts the values of            net foreign currency cash flow and balance sheet exposures and with the aid of external            consultants manages its cash flow to hold on hand sufficient levels of foreign            currencies to meet its obligations.

The following table provides an indication of the Company’s            significant foreign currency exposures:

             

|                                                                                     | March 31, 2008 |
|------------------------------------------------------------------------------------------|----------------|
|                                                                                     | CAD       | GBP  | EURO  |
|                                                                                     |           |   |   |
| Cash and cash equivalents (including amounts held in                            reserve) | 3,462     | 423  | 848  |
| Accounts payable and accrued liabilities                                                 | (6,773)        | (846) | (245) |
| Customer reserves and security deposits                                                  | (92)           | (304) | (191) |
|                                                                                     |           |   |   |
| Balance sheet exposure                                                                   | (3,403)        | (727) | 412  |

             

As at March 31, 2008 all the short-term investments (including amounts            held in reserve) were denominated in U.S. dollars.

In addition to the foreign currency exposures noted above, the Company            also incurs a portion of its operating costs in its consumer robotic, toy and            entertainment products segment, in Hong Kong dollars. However, the Company does not            view its exposure to the Hong Kong dollar as a significant foreign exchange risk since            the Hong Kong dollar is pegged to the U.S. dollar and fluctuates very            slightly.

 

22

 

----

 

| ****OPTIMAL GROUP                            INC.****                                                   |
|---------------------------------------------------------------------------------------------------------|
| Notes to Consolidated Financial Statements,                            Continued                        |
| (Unaudited)                                                                                             |
|                                                                                                    |
| Three-month periods ended March 31, 2008 and                            2007                            |
| (expressed in thousands of U.S. dollars, except share                            and per share amounts) |
|                                                                                                    |

| **13.** | **Financial                            risk management (continued):** |
|---------|-----------------------------------------------------------------------|

|   | (b) | Foreign currency risk (continued): |
|--------|-----|------------------------------------|

The following exchange rates applied during the three-month period ended            March 31, 2008 are as follows:

             

|        | Average rate Q1 | Rate as at March 31, 2008 |
|-------------|-----------------|---------------------------|
|        |            |                      |
| CAD to USD  | 0.9953          | 0.9742                    |
| GBP to USD  | 1.9779          | 1.9853                    |
| Euro to USD | 1.4984          | 1.5803                    |
|        |            |                      |

             

Based on the Company’s foreign currency exposures noted above,            varying the above exchange rates to reflect a 5% weakening of the U.S. dollar would            affect earnings and comprehensive earnings as follows:

             

|                            | CAD  | GBP  | EURO  |
|---------------------------------|-----------|-----------|------------|
|                            |      |      |       |
| (Increase) decrease in net loss | (170)     | (36)      | 21    |

             

An assumed 5% strengthening of the U.S. dollar would have an equal but            opposite effect on the above currencies to the amounts shown above.

|   | (c) | Credit risk: |
|--------|-----|--------------|

Credit risk is the risk of an unexpected loss if a customer or counter            party to a financial instrument fails to meet its contractual obligations. Financial            instruments that potentially subject the Company to concentrations of credit risk            consist primarily of cash and cash equivalents, short-term investments and accounts            receivable:

|   | (i) | Cash and cash equivalents and short-term                            investments: |
|--------|-----|----------------------------------------------------------------------------------|

The credit risk relating to cash and cash equivalents is limited because            the counterparties are banks with highly-rated American and European financial            institutions. The credit risk related to short-term investments is limited because they            consist of discounted notes issued by high-credit, quality corporations. The Company            has investment policies to provide guidance on investing available cash resources. In            general, these policies stress the preservation of capital with investments allowed in            notes issued by corporations with credit rankings of not less than R-1mid.

 

23

 

----

 

| ****OPTIMAL GROUP                            INC.****                                                   |
|---------------------------------------------------------------------------------------------------------|
| Notes to Consolidated Financial Statements,                            Continued                        |
| (Unaudited)                                                                                             |
|                                                                                                    |
| Three-month periods ended March 31, 2008 and                            2007                            |
| (expressed in thousands of U.S. dollars, except share                            and per share amounts) |
|                                                                                                    |

 

| **13.** | **Financial                            risk management (continued):** |
|---------|-----------------------------------------------------------------------|

|   | (c) | Credit risk (continued): |
|--------|-----|--------------------------|

|   | (ii) | Accounts receivable: |
|--------|------|----------------------|

Consumer robotic, toy and entertainment            segment:

Credit risk for this segment arises primarily from the segment’s            trade receivables. Allowances are provided for potential losses. The amounts disclosed            in the balance sheet are net of these allowances for bad debts. Accounts receivable are            assessed for impairment on a case by case basis when they are past due or when            objective evidence is received that a customer will default. The Company takes into            consideration the customer’s payment history, its credit worthiness and the            current economic environment in which the customer operates to assess impairments. All            bad debts are charged to selling, general and administrative expenses on the statement            of operations and comprehensive loss.

The credit risk for trade receivables is concentrated as the majority of            sales are to a relatively small group of wholesale distributors and mass market            retailers. However, the majority of these wholesale distributors and mass market            retailers are large companies which have been customers for a number of years.            Customers do not provide collateral in exchange for credit.

Payment processing segment:

Disputes between credit card holders and merchants may arise as a result            of, among other things, consumer dissatisfaction with merchandise quality or services            provided by merchants. Such disputes may not be resolved in the merchant’s favour            which means the transaction amount is refunded to the consumer and in certain cases            charged to the merchant. If the merchant has insufficient funds, the Company bears the            credit risk for the full amount of the transaction. Management evaluates the risk of            such transactions and estimates the loss for disputed transactions based primarily on            historical experience and other relevant factors.

The Company retains a portion of amounts owed to certain merchants            (based on processing dollar volume) as reserves to help offset its exposure to            chargebacks and other losses for merchant transactions that have been previously            processed and on which revenues have been recorded. Management analyzes the adequacy of            its reserve for merchant losses in each reporting period. The reserve for merchant            losses is comprised of specifically identifiable reserves for merchant transactions for            which losses can be estimated and an estimate of loss in the remaining portfolio based            on experience.

The net charge for the provision for merchant losses is included in            selling, general and administrative expenses in the statement of operations and            comprehensive loss. As at March 31, 2008, the reserve for losses on merchant accounts            is included in "Accounts payable and accrued liabilities" on the balance            sheet.

             

24

 

----

 

| ****OPTIMAL GROUP                            INC.****                                                   |
|---------------------------------------------------------------------------------------------------------|
| Notes to Consolidated Financial Statements,                            Continued                        |
| (Unaudited)                                                                                             |
|                                                                                                    |
| Three-month periods ended March 31, 2008 and                            2007                            |
| (expressed in thousands of U.S. dollars, except share                            and per share amounts) |
|                                                                                                    |

 

| **13.** | **Financial                            risk management (continued):** |
|---------|-----------------------------------------------------------------------|

|   | (c) | Credit risk (continued): |
|--------|-----|--------------------------|

|   | (ii) | Accounts receivable (continued): |
|--------|------|----------------------------------|

The payment processing segment's credit risk is also decreased because            its customers consist of a diverse portfolio of small and medium-sized merchants and            because of the strong proprietary risk management expertise it has developed to help            reduce the inherently higher risk associated with card-not-present            transactions.

The maximum credit exposure to the Company is the carrying amount of            financial assets plus credit risk on chargebacks, as previously explained, which are            provided for separately.

Included in accounts and other receivables are trade receivables in the            consumer robotic, toy and entertainment segment of $6,845. The aging of the trade            receivables at the reporting date was as follows:

             

|                 |   | March 31, |
|----------------------|--------|-----------|
|                 |   | 2008      |
|                 |   |      |
| Not past due         | $      | 4,755     |
| Past due 0-44 days   |   | 1,632     |
| Past due 45-90 days  |   | 299       |
| Past due 91-120 days |   | 159       |
|                 |   |      |
| Trade receivables    | $      | 6,845     |

             

A breakdown of trade receivables by type of customer is presented            below:

             

|                  |   | March 31, |
|-----------------------|--------|-----------|
|                  |   | 2008      |
|                  |   |      |
| Distributors          | $      | 6,514     |
| Mass-market retailers |   | 331       |
|                  |   |      |
|                  | $      | 6,845     |

|   | (d) | Liquidity risk: |
|--------|-----|-----------------|

Liquidity risk is the risk that the Company will not be able to meet its            financial obligations as they fall due. The Company manages liquidity risk through the            management of its capital structure and by continuously monitoring actual and projected            cash flows. In recent years, the Company has financed its acquisitions through mainly            internally-generated funds.

             

25

 

----

 

| ****OPTIMAL GROUP                            INC.****                                                   |
|---------------------------------------------------------------------------------------------------------|
| Notes to Consolidated Financial Statements,                            Continued                        |
| (Unaudited)                                                                                             |
|                                                                                                    |
| Three-month periods ended March 31, 2008 and                            2007                            |
| (expressed in thousands of U.S. dollars, except share                            and per share amounts) |
|                                                                                                    |

 

| **13.** | **Financial                            risk management (continued):** |
|---------|-----------------------------------------------------------------------|

|   | (d) | Liquidity risk (continued): |
|--------|-----|-----------------------------|

The Company has a revolving credit facility in its consumer robotic, toy            and entertainment products segment, for a maximum of $5,000 subject to annual            renewal.

As at March 31, 2008, the Company has $45,702 of cash and cash            equivalents and has no outstanding balance on its revolving line of credit.

The following are the contractual maturities of financial liabilities at            March 31, 2008:

             

|                                     |   | Carrying amount |   | 0 to 12 months |
|------------------------------------------|--------|-----------------|--------|----------------|
|                                     |   |            |   |           |
| Accounts payable and accrued liabilities | $      | 40,333          | $      | 40,333         |
| Customer reserves and security deposits  |   | 20,219          |   | 20,219         |
|                                     |   |            |   |           |
| Total                                    | $      | 60,552          | $      | 60,552         |

             

| **14.** | **Financial                            instruments:** |
|---------|-------------------------------------------------------|

|   | (a) | Fair values: |
|--------|-----|--------------|

The Company has determined that the fair value of its short-term            financial assets and liabilities approximates their respective fair values as at the            balance sheet dates because of the short-term maturity of those instruments.

|   | (b) | Financial income and expense: |
|--------|-----|-------------------------------|

The following components of income and expense relating to financial            instruments are included in the  statement of operations and comprehensive            loss:

|   | (i) | Interest income and expense: |
|--------|-----|------------------------------|

             

|                                                                              |   | For the three months ending |
|-----------------------------------------------------------------------------------|--------|-----------------------------|
|                                                                              |   | March 31,              |   | March 31,  |
|                                                                              |   | 2008                   |   | 2007  |
|                                                                              |   |                        |   |   |
| Interest income on available-for-sale financial                            assets | $      | (461)                       | $ | (1,908) |
| Other                                                                             |   | 15                     |   | 7  |
|                                                                              |   |                        |   |   |
| Total                                                                             | $      | 446                    | $ | 1,901  |

             

Interest income on available-for-sale financial assets consists of            interest earned from cash and cash equivalents and short-term investments invested in            short-term deposits.

 

26

 

----

 

| ****OPTIMAL GROUP                            INC.****                                                   |
|---------------------------------------------------------------------------------------------------------|
| Notes to Consolidated Financial Statements,                            Continued                        |
| (Unaudited)                                                                                             |
|                                                                                                    |
| Three-month periods ended March 31, 2008 and                            2007                            |
| (expressed in thousands of U.S. dollars, except share                            and per share amounts) |
|                                                                                                    |

 

| **14.** | **Financial                            instruments (continued):** |
|---------|-------------------------------------------------------------------|

|   | (b) | Financial income and expense (continued): |
|--------|-----|-------------------------------------------|

|   | (ii) | Impairment losses recognized on trade                            receivables: |
|--------|------|-------------------------------------------------------------------------------|

The Company recorded a bad debt expense of nil (2007 - $0.1 million) in            “Selling, general and administrative expenses” in the statement of            operations and comprehensive loss in the current quarter.

             

| **15.** | **Canadian/U.S. reporting differences:** |
|---------|------------------------------------------|

The consolidated financial statements of the Company are prepared in            accordance with Canadian GAAP, which conform, in all material respects, with U.S. GAAP,            except as described below:

|   | (a) | Consolidated Balance Sheets: |
|--------|-----|------------------------------|

Differences between Canadian and U.S. GAAP in the presentation of share            capital, additional paid-in capital and deficit are as follows:

|   | (i) | Share capital: |
|--------|-----|----------------|

             

|                                                                                |   | March 31,  |   | December 31,  |
|-------------------------------------------------------------------------------------|--------|-----------------|--------|--------------------|
|                                                                                |   | 2008       |   | 2007          |
|                                                                                |   |            |   |               |
| Share capital in accordance with Canadian                            GAAP           | $      | 211,152    | $      | 211,998       |
| Stock-based compensation costs on options exercised                            (1): |   |            |   |               |
| Cumulative effect of prior years                                                    |   | 39,868     |   | 39,868        |
| Change in reporting currency (2)                                                    |   | 2,588      |   | 2,588         |
|                                                                                |   |            |   |               |
| Share capital in accordance with U.S. GAAP                                          | $      | 253,608    | $      | 254,454       |

             

|   | (ii) | Additional paid-in capital: |
|--------|------|-----------------------------|

             

|                                                                                   |   | March 31,  |   | December 31,  |
|----------------------------------------------------------------------------------------|--------|-----------------|--------|--------------------|
|                                                                                   |   | 2008       |   | 2007          |
|                                                                                   |   |            |   |               |
| Additional paid-in capital in accordance with Canadian                            GAAP | $      | 30,655     | $      | 29,561        |
| Stock-based compensation costs                            (1):                         |   |            |   |               |
| Cumulative effect of prior years                                                       |   | 68,757     |   | 68,757        |
| Stock-based compensation costs on options exercised                            (1):    |   |            |   |               |
| Cumulative effect of prior years                                                       |   | (39,868)        |   | (39,868)           |
| Change in reporting currency (2)                                                       |   | 968        |   | 968           |
|                                                                                   |   |            |   |               |
| Additional paid-in capital in accordance with U.S.                            GAAP     | $      | 60,512     | $      | 59,418        |

             

             

27

             

----

             

| ****OPTIMAL GROUP                            INC.****                                                   |
|---------------------------------------------------------------------------------------------------------|
| Notes to Consolidated Financial Statements,                            Continued                        |
| (Unaudited)                                                                                             |
|                                                                                                    |
| Three-month periods ended March 31, 2008 and                            2007                            |
| (expressed in thousands of U.S. dollars, except share                            and per share amounts) |
|                                                                                                    |

 

| **15.** | **Canadian/U.S. reporting differences                            (continued):** |
|---------|---------------------------------------------------------------------------------|

|   | (a) | Consolidated Balance Sheets (continued): |
|--------|-----|------------------------------------------|

|   | (iii) | Deficit: |
|--------|-------|----------|

             

|                                                                     |   | March 31,  |   | December 31,  |
|--------------------------------------------------------------------------|--------|-----------------|--------|--------------------|
|                                                                     |   | 2008       |   | 2007          |
|                                                                     |   |            |   |               |
| Deficit in accordance with Canadian GAAP                                 | $      | (49,112)        | $      | (41,066)           |
| Stock-based compensation costs                            (1):           |   |            |   |               |
| Cumulative effect of prior years                                         |   | (68,757)        |   | (68,757)           |
| Stock-based compensation to non-employees                            (1) |   | (834)           |   | (834)              |
| Change in reporting currency (2)                                         |   | (1,189)         |   | (1,189)            |
|                                                                     |   |            |   |               |
| Deficit in accordance with U.S. GAAP                                     | $      | (119,892)       | $      | (111,846)          |

             

|   | (1) | Stock-based compensation: |
|--------|-----|---------------------------|

For U.S. GAAP purposes, the Company adopted Statement of Financial            Accounting Standards (SFAS) No. 123R,*Share-based            Payments*, on January 1, 2006, which requires the expensing of            all options based on the grant date fair value, over the period during which the            employee is required to provide service. The Company adopted SFAS No. 123R using the            modified prospective approach, which requires application of the standard to all awards            granted, modified or cancelled after January 1, 2006 and to all awards for which            the requisite service has not been rendered as at such date. Previously, effective            January 1, 2003, the Company adopted the fair value recognition provisions of SFAS No.            123R.

A description of the Company's stock option plans is presented in note            6.

The aggregate intrinsic value for outstanding and exercisable options at            March 31, 2008 represented the pre-tax intrinsic value based on the            Company’s closing stock price at March 31, 2008, which would have been            received by option holders had they exercised their securities at that date. As at            March 31, 2008, no options were exercised during the period. The aggregate intrinsic            value of all outstanding and exercisable options was nil.

|   | (2) | Change in reporting currency: |
|--------|-----|-------------------------------|

Under Canadian GAAP, at the time of change in reporting currency, the            historical financial statements were presented using a translation of convenience.            Under U.S. GAAP, the financial statements, including prior years, are translated            according to the current rate method. Accordingly, the cumulative translation account            included as part of accumulated other comprehensive income in shareholders' equity            under Canadian GAAP does not exist for U.S. GAAP purposes.

 

28

 

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| ****OPTIMAL GROUP                            INC.****                                                   |
|---------------------------------------------------------------------------------------------------------|
| Notes to Consolidated Financial Statements,                            Continued                        |
| (Unaudited)                                                                                             |
|                                                                                                    |
| Three-month periods ended March 31, 2008 and                            2007                            |
| (expressed in thousands of U.S. dollars, except share                            and per share amounts) |
|                                                                                                    |

 

| **15.** | **Canadian/U.S. reporting differences                            (continued):** |
|---------|---------------------------------------------------------------------------------|

|   | (b) | Accumulated other comprehensive income                            (loss): |
|--------|-----|---------------------------------------------------------------------------|

Accumulated other comprehensive income (loss) under U.S. GAAP, which            resulted solely from the translation of the financial statements up to June 30,            2000, the date the Company adopted the United States dollar as its measurement            currency, in accordance with the current rate method, is $(3,018) as at March 31,            2008 and December 31, 2007.

|   | (c) | FIN 48 - Accounting for tax uncertainties: |
|--------|-----|--------------------------------------------|

For U.S. GAAP purposes, the Company adopted Financial Accounting            Standards Board Interpretation No. 48,*Accounting for            Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109            (FIN* *48)*on January 1, 2007*.*FIN 48 clarifies the accounting for income taxes recognized in a            company's financial statements in accordance with FASB statement No. 109. FIN 48            prescribes a more-likely-than-not recognition threshold for tax uncertainties. For U.S.            GAAP tax purposes, unrecognized tax benefits would be classified as non-current other            liabilities. The Company recognizes interest and penalties related to unrecognized tax            benefits in income tax expense. At March 31, 2008 and December 31, 2007, the total            liability for unrecognized tax benefits was approximately $15,300 and $14,500,            respectively, of which $9,100 and $8,200, respectively, would impact the annual            effective rate if realized. The increase during the year is represented by foreign            exchange fluctuations, additional interest and other increases to the            reserve.

The Company and its subsidiaries file income tax returns with federal            and provincial tax authorities within Canada. The Company's foreign affiliates file            income tax returns in various jurisdictions, the most significant of which are the            United States and Hong Kong. In general, the Company is subject to examination by            taxing authorities for years after 2000. The Canadian tax authorities have commenced            examinations of tax returns for certain Canadian subsidiaries for the taxation years            2003 to 2006.

|   | (d) | SFAS No. 157 - Fair value measurements: |
|--------|-----|-----------------------------------------|

On January 1, 2008, the Company adopted Statement of Financial            Accounting Standards (SFAS) No. 157,*Fair Value            Measurements*. SFAS No. 157 clarifies the principle that fair            value should be based on the assumptions market participants would use when pricing an            asset or liability and establishes a fair value hierarchy that prioritizes the            information used to develop those assumptions. Under the standard, fair value            measurements would be separately disclosed by level within the fair value            hierarchy.

 

29

 

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| ****OPTIMAL GROUP                            INC.****                                                   |
|---------------------------------------------------------------------------------------------------------|
| Notes to Consolidated Financial Statements,                            Continued                        |
| (Unaudited)                                                                                             |
|                                                                                                    |
| Three-month periods ended March 31, 2008 and                            2007                            |
| (expressed in thousands of U.S. dollars, except share                            and per share amounts) |
|                                                                                                    |

             

| **15.** | **Canadian/U.S. reporting differences                            (continued):** |
|---------|---------------------------------------------------------------------------------|

|   | (d) | SFAS No. 157 - Fair value measurements                            (continued): |
|--------|-----|--------------------------------------------------------------------------------|

Assets measured at fair value on a recurring basis:

             

|                          |   | Fair value measurements at reporting date                            using |
|-------------------------------|--------|----------------------------------------------------------------------------|
|                          |   |                                                                       |   | Quoted prices in  |   | Significant  |   | Significant  |
|                          |   |                                                                       |   | active markets  |   | other  |   | unobservable  |
|                          |   | March 31,                                                                  |   | for identical  |   | observable  |   | inputs  |
|                          |   | 2008                                                                       |   | assets (level 1) |   | inputs (level 2) |   | (level 3) |
|                          |   |                                                                       |   |   |   |   |   |   |
| Available-for-sale securities | $      | 8,496                                                                      | $ | 8,496 | $ | –    | $ | –    |

 

The Company has elected to defer for one year the application of            Statement No. 157 for non-financial assets and non-financial liabilities (except for            items that are recognized or disclosed at fair value in the financial statements on a            recurring basis).

|   | (e) | Recent accounting pronouncements: |
|--------|-----|-----------------------------------|

SFAS No. 141R - Business combinations:

In December 2007, the FASB issued a revised standard on accounting for            business combinations. The major changes to accounting for business combinations            include the following: all business acquisitions would be measured at fair value; the            existing definition of a business would be expanded; pre-acquisition contingencies            would be measured at fair value; most acquisition-related costs would be recognized as            expenses as incurred (they would no longer be part of the purchase consideration);            obligations for contingent consideration would be measured and recognized at fair value            at the acquisition date (measurement would no longer need to wait until the contingency            is settled); non-controlling interests would be measured at fair value at the date of            acquisition (i.e., 100% of the assets and liabilities would be measured at fair value            even when an acquisition is for less than 100%); goodwill, if any, arising on a            business combination reflects the excess of the fair value of the acquiree, as a whole,            over the net amount of the recognized identifiable assets acquired and liabilities            assumed, and would be allocated to the acquirer and the non-controlling interest. The            statement is effective for periods beginning on or after January 1, 2009. The Company            will apply the standard for acquisitions occurring after this date.

             

30

 

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| ****OPTIMAL GROUP                            INC.****                                                   |
|---------------------------------------------------------------------------------------------------------|
| Notes to Consolidated Financial Statements,                            Continued                        |
| (Unaudited)                                                                                             |
|                                                                                                    |
| Three-month periods ended March 31, 2008 and                            2007                            |
| (expressed in thousands of U.S. dollars, except share                            and per share amounts) |
|                                                                                                    |

 

| **15.** | **Canadian/U.S. reporting differences                            (continued):** |
|---------|---------------------------------------------------------------------------------|

|   | (e) | Recent accounting pronouncements                            (continued): |
|--------|-----|--------------------------------------------------------------------------|

SFAS No. 160 - Non-controlling interest in consolidated financial            statements:

In December 2007, the FASB issued a revised standard on accounting for            non-controlling interests and transactions with non-controlling interest holders in            consolidated financial statements. This statement specifies that non-controlling            interests are to be treated as a separate component of equity, not as a liability or            other item outside of equity. Because non-controlling interests are an element of            equity, increases and decreases in the parent’s ownership interest that leave            control intact are accounted for as capital transactions rather than as step            acquisitions or generating dilution gains or losses. The carrying amount of the            non-controlling interests is adjusted to reflect the changes in ownership interests,            and any difference between the amount by which the non-controlling interests are            adjusted and the fair value of the consideration paid or received is recognized            directly in equity attributable to the controlling interests.

This standard requires net income and comprehensive income to be            displayed for both the controlling and the non-controlling interests. Additional            required disclosures and reconciliations include a separate schedule that shows the            effects of any transactions with the non-controlling interests on the equity            attributable to the controlling interests.

The statement is effective for periods beginning on or after December            15, 2008. SFAS No. 160 will be applied prospectively to all non-controlling interests,            including any that arose before the effective date. The Company does not expect the            adoption of SFAS No. 160 to materially affect its consolidated financial            statements.

SFAS No. 161 - Disclosures about derivative instruments and hedging            activities, an amendment to FASBStatement No. 133:

In March 2008, the FASB issued the above-noted statement, which requires            qualitative disclosures about objectives and strategies for using derivatives,            quantitative disclosures about fair value amounts of gains and losses on derivative            instruments, and disclosures about credit-risk related contingent features on            derivative agreements. The statement is effective for periods beginning on or after            November 15, 2008. The Company does not expect the adoption of SFAS No. 161 to            materially affect its consolidated financial statements.

             

| **16.** | **Comparative                            figures:** |
|---------|-----------------------------------------------------|

Certain of the comparative figures have been reclassified in order to            conform with the current period’s presentation.

             

 

             

31

             

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**Item            2.                MANAGEMENT            DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND**

**                                       RESULTS OF OPERATIONS**

 

The following discussion of the financial condition and results of            operations of our Company describes our business, seasonality and trends within our            business environment, the critical accounting policies of our Company that will help            you understand our interim consolidated financial statements, and the principal factors            affecting our results of operations, liquidity and capital resources. This discussion            should be read in conjunction with our consolidated financial statements and management            discussion and analysis for the year ended December 31, 2007, and the factors set forth            below under “Cautionary Statements Regarding Forward-Looking Statements”.            We prepare our interim consolidated financial statements in accordance with generally            accepted accounting principles (“GAAP”) in Canada, with a reconciliation to            U.S. GAAP, as disclosed in note 15 of the notes to our interim consolidated financial            statements.

             

***In this Form 10-Q, except where otherwise indicated, references to            “dollars” or “$” are to United States dollars, references to            our “common shares” are to our Class “A” shares, references to            “our interim consolidated financial statements” are to our interim            consolidated financial statements as at and for the period ended March 31, 2008, which            are included in “Item 1. Financial Statements”, and all dollar amounts,            except those expressed in millions of dollars, are rounded to the nearest thousand. Any            reference in this report to uniform resource locator (URL) website locations are            inactive textual references only and the contents of such websites do not form a part            of this Form 10-Q.***

             

**Cautionary Statements Regarding Forward-Looking            Statements**

 

This Form 10-Q contains certain forward-looking statements within the            meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities            Exchange Act of 1934.Words such as “expects”, “intends”,            “anticipates”, “plans”, “believes”,            “seeks”, “estimates”, or variations of such words and similar            expressions are intended to identify such forward-looking statements. Forward-looking            statements include, but are not limited to, statements about our current expectations            with respect to our future growth strategies, results, opportunities and prospects,            competitive position and industry environment. These forward-looking statements are            subject to a number of risks, uncertainties and other factors that could cause our            actual results, performance, prospects or opportunities, or those of the markets we            serve, to differ materially from those expressed in, or implied by, these            forward-looking statements, including:

 

|   | **•** | existing and future governmental regulations and                            disputes with governmental authorities; |
|--------|------------|---------------------------------------------------------------------------------------------------------------------|

             

|   | **•** | general economic, legal and business conditions in                            the markets we serve; |
|--------|------------|-----------------------------------------------------------------------------------------------------|

             

|   | **•** | consumer confidence in the security of financial                            information transmitted via the Internet; |
|--------|------------|-----------------------------------------------------------------------------------------------------------------------|

             

|   | **•** | levels of consumer and merchant fraud, disputes                            between consumers and merchants and merchant insolvency; |
|--------|------------|-------------------------------------------------------------------------------------------------------------------------------------|

 

|   | **•** | liability for merchant chargebacks; |
|--------|------------|-------------------------------------|

             

|   | **•** | our ability to safeguard against breaches of privacy                            and security when processing electronic transactions and use of our                            payments systems for illegal purposes; |
|--------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

             

|   | **•** | the imposition of and our compliance with rules and                            practice procedures implemented by credit card and check clearing                            associations; |
|--------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

             

|   | **•** | our ability to adapt to changes in technology,                            including technology relating to electronic payments                            systems; |
|--------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|

             

|   | **•** | our ability to protect our intellectual                            property; |
|--------|------------|------------------------------------------------------------------------------|

             

|   | **•** | our relationships with our suppliers and the banking                            associations that we rely upon to process our electronic                            transactions; |
|--------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

             

32

 

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|   | **•** | disruptions in the function of our electronic                            payments systems and technological defects; |
|--------|------------|----------------------------------------------------------------------------------------------------------------------|

             

|   | **•** | our ability to complete, integrate and benefit from                            acquisitions, divestitures, joint ventures and strategic                            alliances; |
|--------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | **•** | our ability to retain key personnel; |
|--------|------------|--------------------------------------|

             

|   | **•** | currency exchange rate fluctuations; |
|--------|------------|--------------------------------------|

             

|   | **•** | our ability to successfully implement our strategies                            for our recently acquired WowWee business; |
|--------|------------|----------------------------------------------------------------------------------------------------------------------------|

             

|   | **•** | changing consumer preferences for electronics and                            play products; |
|--------|------------|---------------------------------------------------------------------------------------------|

             

|   | **•** | the seasonality of retail sales; |
|--------|------------|----------------------------------|

             

|   | **•** | concentration among our major retail customers for                            the products of our WowWee business; |
|--------|------------|--------------------------------------------------------------------------------------------------------------------|

             

|   | **•** | economic, social and political conditions in China,                            where WowWee’s products are manufactured; |
|--------|------------|--------------------------------------------------------------------------------------------------------------------------------|

             

|   | **•** | the price and supply of raw materials used to                            manufacture WowWee’s products; |
|--------|------------|---------------------------------------------------------------------------------------------------------------|

             

|   | **•** | product liability claims and product                            recalls; |
|--------|------------|--------------------------------------------------------------------------|

             

|   | **•** | increased competition; |
|--------|------------|------------------------|

             

|   | **•** | litigation; and |
|--------|------------|-----------------|

             

|   | **•** | the factors described under Item 1A “Risk                            Factors” in our Annual Report on Form 10-K for the year ended                            December 31, 2007. |
|--------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

             

There may be additional risks and uncertainties and other factors that            we do not currently view as material or that are not presently known by us. The forward            looking statements made in this document are only made as of the date of this            document.

             

Except as required by applicable securities laws, we undertake no            obligation to publicly update or revise any forward-looking statement, whether as a            result of new information, future events, changes in circumstances or any other reason            after the date of this quarterly report.

             

The Private Securities Litigation Reform Act of 1995 provides a            “safe harbor” for forward-looking statements to encourage companies to            provide prospective information about their companies without fear of litigation. We            are relying on the “safe harbor” provisions of the Private Securities            Litigation Reform Act in connection with the forward-looking statements included in            this quarterly report.

             

**Overview**

             

We operate in two business segments. Through WowWee (our business            segment established by our acquisition in November 2007 and comprised of WowWee Group            Limited, WowWee Canada Inc. and WowWee USA, Inc.), we design, develop, market and            distribute technology-based, consumer robotic, toy and entertainment products. Through            Optimal Payments (our business segment comprised of Optimal Payments Inc. and its            related affiliates), we process credit card payments for small and medium-sized            Internet businesses, mail-order/telephone-order (MOTO) merchants and retail            point-of-sale merchants, and process electronic checks and direct debits online and by            telephone.

 

On February 23, 2007, Optimal Acquisition Inc., our wholly-owned            subsidiary, completed the acquisition of all of the outstanding shares of Optimal            Payments (Ireland) Limited (formerly known as FireOne Group plc) (“OPIL”)            held by non-controlling shareholders.

 

 

33

 

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**Our Industry Segments**

 

As at March 31, 2008 we operate in two business segments: WowWee and            Optimal Payments (see note 10 of the notes to our interim consolidated financial            statements).

 

**WOWWEE**

 

Based in Hong Kong, with offices in La Jolla, California and Montreal,            Quebec, WowWee designs, develops, markets and distributes technology-based, consumer            robotic, toy and entertainment products that can be sold at a variety of price points.            For 2008, WowWee’s product offerings encompass four distinct lines: WowWee            Robotics, WowWee Flytech, WowWee Alive and WowWee Technologies.

 

WowWee’s products are sold in a range of brick and mortar channels            including grocery stores, pharmacies, toy stores, department stores and high-end            consumer technologies stores. A majority of our retailer customers in the U.S. also            carry the full line of WowWee products on their Internet sales sites. Online sales of            WowWee’s products are also made through Internet-based “e-tailers”            such as Amazon.com and Buy.com.

 

WowWee’s products are produced in China by third party            manufacturers with which WowWee has long-standing relationships. Consistent with            industry practice, the use of third party manufacturers allows WowWee to avoid            incurring fixed manufacturing costs, while improving flexibility, capacity and            production technology. By outsourcing its manufacturing process, WowWee maintains a            flexible business model that enables it to be responsive to changing technology. In            addition, once a product has reached its commercialization phase, WowWee is able to            minimize inventory risk by manufacturing products based upon actual customer orders.            Upon final assembly, products can be shipped directly from the manufacturing locations            to retailers and distributors, with title to the products passing to retailer customers            in China. Although WowWee does not conduct the day-to-day manufacturing of its            products, it is extensively involved in the design of the product prototype and            production tools, dies and moulds for its products and seeks to ensure quality control            by actively reviewing the production process and testing the products produced by its            manufacturers. WowWee employs quality control inspectors who rotate among its            manufacturers’ factories to monitor the production of substantially all of its            products. WowWee’s quality assurance personnel oversee compliance with applicable            regulations during each phase of product development, and perform compliance testing,            and coordinate third party independent compliance testing, on all WowWee products. Once            pre-production testing has been completed and production has been approved, WowWee`s            quality assurance personnel monitor production at the manufacturer’s facility for            compliance with WowWee’s quality requirements.

 

Within the United States and Canada, WowWee sells its products directly            to its retailer customers through its direct sales channel and through independent            sales representatives. For retailers across the rest of the world, WowWee utilizes a            network of distributors located in various jurisdictions. WowWee products are also            available for sale through WowWee’s Internet-based store            (http://www.wowweestore.com). In 2007, approximately 55% of its products were sold in North            America, with the balance being sold internationally. WowWee does not have written            agreements with its customers. Instead, sales are made based on purchase orders,            primarily against letters of credit. The majority of orders are traditionally received            during the first two quarters of the year, with shipments occurring throughout the year            as new products become available. The majority of product shipments occur during the            third and fourth quarters of the year. Revenue is recognized when (i) persuasive            evidence of an arrangement exists; (ii) products are shipped to customers who assume            risk of loss, (iii) collection of the respective receivable is probable and (iv) sales            price is fixed or determinable. In practice, this results in revenue being recognized            when the product is shipped from Hong Kong. Accruals for customer discounts, rebates,            incentives and allowances are recorded when the related revenues are            recognized.

 

WowWee’s engineering and design team develops new technologies            using internal capabilities and seeks to identify emerging or underutilized innovations            that are currently being developed or that are available in the marketplace. In order            to leverage the man-hours invested in product development, older generations of            products frequently form the foundation for the next generation of products as well as            new product lines. New technologies are then integrated to enhance the overall            functionality of the product. In sourcing technologies, WowWee reviews the latest            technology innovations at trade-shows, conferences, colleges and universities, on the            Internet, and through word-of-mouth. WowWee regularly reviews technologies or product            concepts from third party sources that it believes could have potential synergies with            WowWee’s current product line or that could be successfully commercialized based            upon WowWee’s development process. WowWee also licenses third party technologies            for development within unique consumer applications developed by WowWee.

 

 

34

 

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**OPTIMALPAYMENTS**

 

Optimal Payments provides technology and services that businesses            require to accept credit card, electronic check and direct debit payments. Optimal            Payments processes credit card payments for card-not-present and card-present            transactions, including Internet businesses, mail-order/telephone-order merchants, and            retail point-of-sale merchants. Optimal Payments also processes checks and direct            debits online and by telephone.

             

Optimal Payments generates revenues primarily from fees charged to            merchants for processing services. Fees charged to merchants typically include a            discount rate, based upon a percentage of the dollar amounts processed, and a variety            of fixed transaction fees. Merchant fees charged are based upon the merchant’s            transaction volume and risk profile. Generally, higher discount rates are charged for            card-not-present transactions than for card-present transactions in order to compensate            for the higher cost of underwriting and managing the increased chargeback risk            associated with these transactions. Other fees are derived from a variety of fixed            transaction fees, including fees for monthly minimum charge volume requirements,            statement fees, annual fees and fees for other miscellaneous items, such as handling            chargebacks. Revenue is recognized primarily at the time the transaction is performed.            Where Optimal Payments is the primary party responsible for providing processing            services, revenue is recorded on a gross basis and amounts paid to the acquiring            processing supplier are recorded as part of our transaction processing expenses. Where            Optimal Payments is not the primary party in providing a merchant with processing            services, we record revenue net of amounts paid to the acquiring processing            supplier.

             

Disputes between a customer and a merchant periodically arise as a            result of, among other things, consumer dissatisfaction with merchandise quality or            services provided by a merchant. Such disputes may not always be resolved in the            merchant’s favor. If a dispute is not resolved in the merchant’s favor, the            transaction is charged back to Optimal Payments and the purchase price is refunded to            the merchant’s customer. If Optimal Payments is unable to collect the charged            back amount from the merchant, it bears the credit risk for the full amount of the            transaction. As a result, Optimal Payments’ acquiring processing suppliers            require it to maintain certain amounts with them as reserves. Amounts withheld from            Optimal Payments by its acquiring processing suppliers as reserves are included as            current assets on our balance sheet under the line item “held as reserves”.            Optimal Payments retains a percentage of amounts owed to certain merchants based on            processing dollar volume, typically for a six-month period, to absorb potential losses            arising as a result of, among other things, disputes between consumers and merchants or            credit card or check clearing association fines related to chargeback activity. The            aggregate amount withheld is included under the line item “Customer reserves and            security deposits” on the balance sheets contained in our interim consolidated            financial statements.

 

**Seasonality**

             

Revenue derived from the Optimal Payments business segment is currently            not subject to seasonality. Revenue derived from the WowWee business segment is subject            to seasonal variability with a significant portion of revenues generated in the third            and fourth quarter of each calendar year.

 

**Critical Accounting Policies and Estimates**

 

Our interim consolidated financial statements have been prepared in            accordance with Canadian GAAP, which requires us to make numerous estimates and            assumptions. Financial results as determined by actual events could differ from those            estimates and assumptions, and therefore affect our reported results of operations and            financial position. Changes in accounting policies are more fully described in note 3            of the notes to our annual audited consolidated financial statements included in our            Form 10-K Annual Report for the year ended December 31, 2007 and note 2 to our interim            consolidated financial statements. Our significant accounting policies are more fully            described in note 4 of the notes to our annual audited consolidated financial            statements included in our Form 10-K Annual Report for the year ended December 31,            2007. The critical accounting policies described here are those that are most important            to the depiction of our financial condition and results of operations. The preparation            of financial statements also involves significant management judgment in making            estimates about the effect of matters that are inherently uncertain. While best            estimates have been used for reporting financial statement items subject to measurement            uncertainty, management considers that it is possible, based on existing knowledge,            that changes in future conditions in the near term could affect the reported amounts of            assets and liabilities and disclosures of contingent assets and liabilities.            “Near term” is considered to be within one year from the date of the            financial statements.

             

 

35

 

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***Stock-based Compensation***

 

We use the fair value-based method to account for stock-based            compensation and other stock-based payments, such as stock options. Under the fair            value-based method, compensation cost is measured at fair value at the date of grant            and is expensed over the award’s vesting period. The fair value of stock options            granted is determined at the date of grant using the Black-Scholes option pricing            model, which requires certain assumptions, including future stock price volatility,            risk-free interest rates, and expected time to exercise. Changes to any of these            assumptions, or the use of a different option pricing model, would result in different            fair values for stock-based compensation.

             

***Reserve for Losses on Merchant Accounts***

 

When a consumer pays a merchant for goods or services online and the            consumer subsequently disputes the online transaction, the amount of the disputed item            gets charged back to the merchant and the credit card or clearing bank association may            levy a fee against it. In addition, if a merchant’s chargeback rate becomes            excessive, the associations can also require it to pay fines. If the credit card or            clearing bank association is unable to collect from the merchant the amount charged            back and the amount of such fines, Optimal Payments would be responsible to remit these            amounts to the association. In turn, Optimal Payments attempts to recover such amounts            from the merchant. However, it may not always be successful in doing so, for reasons            which could include merchant insolvency. We evaluate the risk associated with merchants            and consumers and estimate our loss based primarily on historical experience and other            relevant factors. Our loss reserves comprise specifically identifiable reserves for            merchant transactions for which losses can be estimated and an estimate of loss in the            remaining portfolio based on experience.

             

***Goodwill and Other Intangibles***

 

We account for business acquisitions using the purchase method.            Accordingly, the purchase price of a business acquisition is allocated to its            identifiable net assets, including identifiable intangible assets, on the basis of            estimated fair values as at the date of purchase, with any excess being assigned to            goodwill. We estimate the fair value of assets and liabilities acquired at the date of            acquisition using a projected discounted cash flow method and other valuation methods.            We make a number of significant estimates when calculating fair value using a projected            discounted cash flow method. These estimates include estimating projected future cash            flows, the number of years used, the discount rate and others. We believe that our            estimates and valuation methods are reasonable. They are consistent with our inherent            planning and reflect our best estimates, but they have inherent uncertainties that            management may not be able to control.

 

Goodwill is not amortized but rather evaluated under an impairment            approach. Other intangible assets with finite lives continue to be amortized over their            estimated useful lives. The amounts recorded as intangible assets at the date of            acquisition represent the estimated fair value of these assets based on estimated            future cash flows discounted at appropriate discount rates. In addition, in our            assessment of impairment, we are required to determine the fair value of the businesses            from which the goodwill and intangibles originated. For intangibles with finite lives,            we make estimates of future cash flows to be generated from the related            assets.

 

***Income Taxes***

 

We provide for income taxes using the asset and liability method of tax            allocation. Under this method, future income tax assets and liabilities are determined            based on deductible or taxable temporary differences between financial statement values            and tax values of assets and liabilities using substantively enacted income tax rates            expected to be in effect for the year in which the differences are expected to reverse.            We establish a valuation allowance against future income tax assets if, based on            available information, it is more likely than not that some or all of the future income            tax assets will not be realized. In assessing the reliability of tax assets, we            consider whether it is more likely than not that some portion or all of the tax assets            will not be realized. The ultimate realization of the future tax assets is dependent            upon the generation of future taxable income during the periods in which the temporary            differences become deductible. We consider the scheduled reversal of tax liabilities,            projected future taxable income, and tax planning strategies in making this            assessment.

             

 

36

 

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***Contingent Liabilities***

 

Our former gaming payment processing services segment derived a            substantial portion of its revenue prior to October 13, 2006 from processing            transactions from U.S.-based gaming. Therefore, we may be exposed to adverse            consequences as a result of enforcement proceedings, governmental investigations or            lawsuits initiated against us in jurisdictions where gaming is or becomes restricted or            prohibited. Following announcements by the U.S. Attorney’s Office in the Southern            District of New York relating to its investigation of the U.S. Internet gambling            industry, we announced on May 8, 2007 that we had initiated discussions with the U.S.            Attorney’s Office in the Southern District of New York and are in the process of            responding to a voluntary request for information issued by the U.S. Attorney’s            Office. We have not recorded any provision for this matter because the outcome of these            discussions and the amount of loss, if any, are not determinable.

 

We are also party to litigation arising in the normal course of            operations. The results of legal proceedings cannot be predicted with certainty. Should            we fail to prevail in any of these legal matters or should several legal matters be            resolved against us in the same reporting period, the consolidated operating results of            a particular reporting period could be materially adversely affected. While best            estimates have been used for reporting financial statement items subject to measurement            uncertainty, management considers that it is possible that changes in future conditions            in the near term could require a material change in the recognized amounts of certain            assets and liabilities. “Near term” is considered to be within one year            from the date of the financial statements.

 

**Recent Accounting Pronouncements**

 

| ***(a)*** | ***New Accounting                            Policie**s* |
|-----------|----------------------------------------------------------|

 

The following accounting standards have recently been issued by the            Canadian Institute of Chartered Accountants (CICA), and the Financial Accounting            Standards Board (FASB) that are relevant to our company. References to FASB and SFAS            relate to U.S. GAAP and therefore may affect the note to our consolidated financial            statements that discloses Canadian/U.S. GAAP differences.

 

|   | *Capital Disclosures* |
|--------|-----------------------|

 

On January 1, 2008 we adopted Section 1535,*Capital Disclosures*, which established            guidelines for disclosure of both qualitative and quantitative information that enables            users of financial statements to evaluate the entity’s objectives, policies and            processes for managing capital. This new standard relates to disclosure only and did            not impact our financial results.

             

             

| . | *Financial Instruments* |
|---|-------------------------|

             

On January 1, 2008 we adopted Section 3862,*Financial Instruments - Disclosure*, which            describes the required disclosure for the assessment of the significance of financial            instruments for an entity’s financial position and performance and of the nature            and extent of risk arising from financial instruments to which the entity is exposed            and how the entity manages those risks. In addition we adopted Section 3863,*Financial Instruments – Presentation*,            which establishes standards for presentation of financial instruments and non-financial            derivatives. It carries forward the presentation related requirements of Section            3861,*Financial Instruments - Disclosure and            Presentation*. These new standards relate to disclosure only            and did not impact our financial results.

 

| . | *Inventories* |
|---|---------------|

             

On January 1, 2008 we adopted Section 3031,*Inventories*, which replaces Section 3030            and harmonizes the Canadian standards related to inventories with the International            Financial Reporting Standards (“IFRS”). This Section provides changes to            the measurement and more extensive guidance on the determination of cost, including            allocation of overhead; narrows the permitted cost formulas; requires impairment            testing; and expands the disclosure requirements to increase transparency. The adoption            of this standard did not have a significant impact on our interim consolidated            financial statements.

             

37

             

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*SFAS No. 157 - Fair value measurements*

             

On January 1, 2008 we adopted FASB Statement of Financial Accounting            Standards (SFAS) No. 157,*Fair Value            Measurements*. SFAS No. 157 clarifies the principle that fair            value should be based on the assumptions market participants would use when pricing an            asset or liability and establishes a fair value hierarchy that prioritizes the            information used to develop those assumptions. Under the standard, fair value            measurements would be separately disclosed by level within the fair value hierarchy.            The standard did not have a significant impact on our interim consolidated financial            statements.

             

| ***(b)*** | ***Future Accounting                            Pronouncements*** |
|-----------|-------------------------------------------------------------------|

 

The following accounting pronouncements have recently been issued by the            CICA and the FASB and may be relevant to our company. References to FASB and SFAS            relate to U.S. GAAP and therefore may affect the note to our consolidated financial            statements that discloses Canadian/U.S. GAAP differences.

             

| . | *Goodwill and intangible assets* |
|---|----------------------------------|

             

In February 2008, the CICA issued Section 3064,*Goodwill and Intangible Assets*, which will            replace Section 3062,*Goodwill and Other Intangible            Assets*. The standard provides guidance on the recognition of            intangible assets in accordance with the definition of an asset and the criteria for            asset recognition, as well as clarifying the application of the concept of matching            revenues and expenses, whether these assets are separately acquired or internally            developed. This standard applies to interim and annual financial statements relating to            fiscal years beginning on or after October 1, 2008. The adoption of this standard will            not have a significant impact on our financial results.

 

 

| . | *International Financial Reporting                            Standards* |
|---|--------------------------------------------------------------------------|

             

 

In 2005, the Accounting Standards Board of Canada (AcSB) announced that            accounting standards in Canada are to converge with IFRS. In May 2007, the CICA            published an updated version of its “Implementation Plan for Incorporating            International Financial Reporting Standards into Canadian GAAP”. This plan            includes an outline of the key decisions that the CICA needs to make as it implements            the Strategic Plan for publicly accountable enterprises that will converge Canadian            generally accepted accounting standards with IFRS. While IFRS uses a conceptual            framework similar to Canadian GAAP, there are significant differences in accounting            standards which must be addressed. These standards are effective for fiscal years            beginning on or after January 1, 2011.

             

*SFAS No. 141R, Business Combinations*

 

In December 2007, the FASB issued a revised standard on accounting for            business combinations. The major changes to accounting for business combinations            include the following: all business acquisitions would be measured at fair value; the            existing definition of a business would be expanded; certain pre-acquisition            contingencies would be measured at fair value; most acquisition-related costs would be            recognized as expenses are incurred (they would no longer be part of the purchase            consideration); obligations for contingent consideration would be measured and            recognized at fair value at the date of acquisition (measurement and recognition would            no longer be dependent on settlement of the contingency); non-controlling interests            would be measured at fair value at the date of acquisition (i.e., 100% of the assets            and liabilities would be measured at fair value even when an acquisition is less than            100%); goodwill, if any, arising on a business combination reflects the excess of the            fair value of the acquiree, as a whole, over the net amount of the recognized            identifiable assets acquired and liabilities assumed, and would be allocated to the            acquirer and the non-controlling interest. The statement is effective for periods            beginning on or after January 1, 2009. We will apply the standard for acquisitions            occurring after this date.

             

             

38

             

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*SFAS No. 160 - Non-controlling interest in consolidated financial            statements*

             

In December 2007, the FASB issued a revised standard on accounting for            non-controlling interests and transactions with non-controlling interest holders in            consolidated financial statements. This statement specifies that non-controlling            interests are to be treated as a separate component of equity, not as a liability or            other items outside of equity. Because non-controlling interests are an element of            equity, increases and decreases in the parent’s ownership interest that leave            control intact are accounted for as capital transactions rather than as a step            acquisition or dilution gains or losses. The carrying amount of the non-controlling            interests is adjusted to reflect the changes in ownership interests, and any difference            between the amount by which the non-controlling interests are adjusted and the fair            value of the consideration paid or received is recognized directly in equity            attributable to the controlling interests.

             

This standard requires net income and comprehensive income to be            displayed for both the controlling and the non-controlling interests. Additional            required disclosures and reconciliations include a separate schedule that shows the            effects of any transactions with the non controlling interests on the equity            attributable to the controlling interests.

             

The statement is effective for periods beginning on or after December            15, 2008. SFAS 160 will be applied prospectively to all non-controlling interests,            including any that arose before the effective date. We do not expect the adoption of            SFAS 160 to materially impact our consolidated financial statements.

 

*SFAS No. 161 - Disclosures about derivative instruments and hedging            activities, an amendment to FASB Statement No. 133*

 

In March 2008, the FASB issued the above-noted statement, which requires            qualitative disclosures about objectives and strategies for using derivatives,            quantitative disclosures about fair value amounts of and gains and losses on derivative            instruments, and disclosures about credit-risk related contingent features on            derivative agreements. The statement is effective for periods beginning on or after            November 15, 2008. We do not expect the adoption of SFAS No. 161 to materially            affect our consolidated financial statements.

 

**Financial Condition**

 

As at March 31, 2008, cash and cash equivalents, cash held as reserves,            short-term investments, short-term investments held as reserves and settlement assets            totaled $62.5 million (including $7.8 million held as reserves) compared to $73.0            million (including $8.6 million held as reserves) as at December 31, 2007.

The decrease in cash and cash equivalents, and short-term investments is            primarily due to cash and cash equivalents used in operations, the purchases of            equipment, and the reduction of customer reserves and security deposits. As described            above, a significant portion of cash and cash equivalents, and short-term investments            have a corresponding liability as these cash amounts are derived from reserves and            security deposits which are due to customers (see “Our Industry Segments –            Optimal Payments”). As at March 31, 2008 and December 31, 2007, our cash and cash            equivalents, short-term investments and settlement assets positions, net of customer            reserves and security deposits, were as follows:

 

39

 

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|                                    | **March 31,** | **December 31,** |   |
|-----------------------------------------|---------------|------------------|--------|
| (U.S. dollars, in thousands)            | **2008**      | **2007**         |   |
|                                    |          |             |   |   |
| Cash and cash equivalents               | $             | 45,702      | $      | 47,193  |
| Cash held as reserves                   |          | 6,013       |   | 6,869  |
| Short-term investments                  |          | 6,701       |   | 12,477  |
| Short-term investments held as reserves |          | 1,795       |   | 1,710  |
| Settlement assets                       |          | 2,323       |   | 4,715  |
|                                    |          | 62,534      |   | 72,964  |
|                                    |          |             |   |   |
| Less:                                   |          |             |   |   |
| Customer reserves and security deposits |          | (20,219)         |   | (21,324) |
| Net cash position                       | $             | 42,315           | $      | 51,640  |
|                                         |               |                  |        |  |  |

             

Our portfolio of liquid and investment grade short-term investments            consists of U.S. denominated discounted and undiscounted notes and bonds.

             

Working capital, excluding cash and short-term investments held as            reserves, as at March 31, 2008 was $11.9 million, as compared to $15.9 million at            December 31, 2007. This decrease is due primarily to the use of cash by WowWee in the            first quarter due to the seasonality of its revenues.We expect WowWee to use cash in            the first half of the year for manufacturing costs required to fulfill sales orders,            and to generate cash in the second half of the year as orders are shipped and            subsequently collected.

             

Accounts and other receivable, as at March 31, 2008 were $13.4 million            compared to $18.5 million at December 31, 2007. The decrease is due primarily to the            seasonal first quarter decrease in revenues derived from WowWee.

             

Goodwill decreased by $0.2 million, from $66.2 million as at December            31, 2007 to $66.0 million as at March 31, 2008. This decrease is due to fair value            adjustments made to the purchase price allocation for the WowWee acquisition. We expect            to finalize the allocation by the end of the current year.

 

Intangible assets decreased by $4.8 million, from $86.9 million as at            December 31, 2007 to $82.1 million as at March 31, 2008 due to amortization recorded in            the three-month period ended March 31, 2008.

 

Customer reserves and security deposits as at March 31, 2008 were $20.2            million compared to $21.3 million as at December 31, 2007. The decrease of $1.1 million            is primarily due to decreased processing volume in Optimal Payments.

             

Shareholders’ equity as at March 31, 2008 was $193.9 million as            compared to $201.7 million as at December 31, 2007. The decrease is attributable            primarily to the results of operations net of stock-based compensation and the            cancellation of shares pursuant to our stock buyback            program*.*

             

**Results of Operations**

 

Revenue derived from Optimal Payments is currently not subject to            seasonality. Revenue derived from WowWee is subject to seasonal variability with a            significant portion of revenues expected to be generated in the third and fourth            quarter of each calendar year.

 

*Three-month period ended March 31, 2008 compared to the three-month            period ended March 31, 2007*

 

Revenues increased by $1.2 million, from $30.1 million for the            three-month period ended March 31, 2007 to $31.3 million for the three-month period            ended March 31, 2008. The increase consists of additional revenues resulting from our            acquisition of WowWee, offset by a decrease in revenues in Optimal Payments as a result            of lower merchant volumes from normal attrition and discontinuing business with            unprofitable merchant accounts.

             

40

 

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Transaction processing and cost of sales increased by $0.7 million, from            $18.7 million during the three-month period ended March 31, 2007 to $19.4 million for            the three-month period ended March 31, 2008. The increase consists of additional cost            of sales in WowWee, offset by a decrease in transaction processing due to lower volumes            in Optimal Payments.

             

Selling, general and administrative expenses increased by $4.9 million,            from $7.7 million for the three-month period ended March 31, 2007 to $12.6 million for            the three-month period ended March 31, 2008. The increase in selling, general and            administrative expenses is due primarily to our acquisition of WowWee.

 

Amortization of intangibles pertaining to transaction processing costs            and cost of sales increased by $1.7 million, from $3.1 million during the three-month            period ended March 31, 2007 to $4.8 million for the three-month period ended March 31,            2008. The increase in amortization is due primarily to the intangible assets acquired            in connection with our acquisition of WowWee.

 

Amortization of property and equipment pertaining to selling, general            and administrative remained constant at $0.3 million.

             

Amortization of equipment pertaining to cost of sales of $0.8 million is            entirely due to our acquisition of WowWee and is related to the amortization of moulds            used in the production of our products.

 

Research and development expenses increase by $0.9 million, from $0.7            for the three-month period ended March 31, 2007 to $1.6 for the three-month period            ended March 31, 2008. The increase in research and development expenses is due            primarily to our acquisition of WowWee.

             

Stock based compensation pertaining to selling, general and            administrative decreased from $6.0 million during the three-month period ended March            31, 2007, to $0.6 million during the three-month period ended March 31, 2008. As a            result of our acquisition of all of the issued ordinary shares of OPIL held by            non-controlling shareholders in February 2007, all of the unvested restricted share            units became exercisable and the remaining unamortized compensation cost of            approximately $6.0 million was recognized in the three-month period ended March 31,            2007.

             

Investment income decreased by $1.4 million, from $1.9 million during            the three-month period ended March 31, 2007 to $0.5 million for the three-month period            ended March 31, 2008. The decrease is due primarily to the lower cash position during            the three-month period ended March 31, 2008, as a result of funds used to acquire            WowWee.

             

The provision for income taxes consists of a recovery of $0.7 million            for the three-month period ended March 31, 2008 compared to charge of $0.8 million for            the three-month period ended March 31, 2007. The 2007 tax provision includes the tax            effect of non-deductible stock-based compensation expense in the amount of $1.9            million, which was the result of the acceleration of vesting and exercise of restricted            stock units in connection with the privatization of OPIL. In 2008, the tax effect of            non-deductible stock-based compensation was $0.2 million. The effective tax recovery            has decreased in 2008 due to an increased portion of our taxable losses being generated            in Hong Kong at a lower effective tax rate than in Canada, the effect of which was            included in the tax provision as a difference in tax rates in foreign jurisdictions of            $0.7 million, compared to a tax recovery of $0.03 million in 2007. In addition, the            2008 provision includes the effect of $0.7 million due to taxable losses for which a            valuation allowance has been recorded as we determined that they were not more likely            than not of being realized.

 

Our tax provision also includes the effect of future taxes on unrealized            foreign exchange gains and losses, which arise upon the conversion into Canadian            dollars of net monetary assets and liabilities denominated in U.S. dollars for purposes            of determining taxable income under Canadian income tax regulations. Since the U.S.            dollar is our measurement currency and our interim consolidated financial statements            are presented in U.S. dollars, these foreign exchange gains and losses do not affect            earnings before income taxes. In 2008, our tax provision includes a future tax charge            of $0.3 million related to foreign exchange compared to a recovery of $0.1 million for            2007.

 

We did not record non-controlling interest for the three-month period            ended March 31, 2008 as compared to $0.2 million for the three-month period ended March            31, 2007, as a result of our acquisition of all of the issued and outstanding ordinary            shares of OPIL held by non-controlling shareholders in February 2007.

             

41

 

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Our net loss for the three-month period ended March 31, 2008 was $8.0            million (or $0.32 per diluted share), compared to a net loss of $5.7 million (or $0.24            per diluted share) for the three-month period ended March 31, 2007. The increase in the            loss is due to a loss of $7.2 million from WowWee, which we expect will generate            approximately 75% of its annual revenues in the third and fourth quarters.

             

EBITDA was a loss of $2.7 million (or a loss of $0.11 per diluted share)            for the three-month period ended March 31, 2008 compared to $2.8 million (or $0.12 per            diluted share) for the three-month period ended March 31, 2007.

             

EBITDA is a non-GAAP financial measure. A reconciliation of this            non-GAAP financial information is presented in the table below. We use non-GAAP            measures to assess our operating performance. Securities regulations require that            companies caution readers that earning and other measures adjusted to a basis other            than GAAP do not have standardized meanings and are unlikely to be comparable to            similar measures used by other companies. Accordingly, they should not be considered in            isolation. We use EBITDA to measure our performance from one period to the next without            the variation caused by certain adjustments that could potentially distort the analysis            of trends in our operating performance, and because we believe it provides meaningful            information on our financial condition and operating results.

 

EBITDA, as we use it, is calculated as earnings before investment            income, taxes, depreciation and amortization and excludes the impacts of impairment            loss, non-controlling interest, stock-based compensation, discontinued operations and            legal settlements. We believe it is useful to exclude these items as they are either            non-cash expenses, items that cannot be influenced by management in the short term, or            items that do not impact core operating performance. Excluding these items does not            imply they are necessarily non-recurring.

             

| Reconciliation                            of Non-GAAP Financial Information                                   |
|---------------------------------------------------------------------------------------------------------------|
| (expressed in                            thousands of U.S. dollars, except per share amounts)                 |
|                                                                                                          |   |   |   |   |
|                                                                                                          |   | **Three                            months ended** |
|                                                                                                          |   | **March                            31,** |
|                                                                                                          |   | **2008** |   | **2007** |
|                                                                                                          |   | Unaudited |   | Unaudited |
|                                                                                                          |   |   |   |   |
| Net loss                                                                                                      | $ | (8,046) | $ | (5,652) |
|                                                                                                          |   |   |   |   |
| Add (deduct):                                                                                                 |   |   |   |   |
| Amortization of intangibles pertaining to transaction                            processing and cost of sales |   | 4,764  |   | 3,109  |
| Amortization of equipment pertaining to selling, general                            and administrative        |   | 305  |   | 334  |
| Amortization of equipment pertaining to cost of                            sales                              |   | 829  |   | - |
| Stock-based compensation pertaining to selling, general                            and administrative         |   | 571  |   | 5,997  |
| Non-controlling interest                                                                                      |   | -   |   | 159  |
| Investment income                                                                                             |   | (446) |   | (1,901) |
| Income tax (recovery) provision                                                                               |   | (716) |   | 781  |
|                                                                                                          |   |   |   |   |
| EBITDA                                                                                                        | $ | (2,739) |   | 2,827 |
|  

Diluted shares                                                                                        |   | 25,130,853 |   | 24,579,950 |
|                                                                                                          |   |   |   |   |
| EBITDA per diluted share                                                                                      | $ | (0.11) | $ | 0.12 |

 

 

42

 

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**Liquidity and Capital Resources**

 

As at March 31, 2008, cash and cash equivalents, cash held as reserves,            short-term investments, short-term investments held as reserves and settlement assets            totaled $62.5 million (including $7.8 million held as reserves) compared to $73.0            million (including $8.6 million held as reserves) as at December 31, 2007.

The decrease in cash and cash equivalents, and short-term investments is            primarily due to cash and cash equivalents used in operations, the purchases of            equipment, and the reduction of customer reserves and security deposits. As described            above, a significant portion of cash and cash equivalents, and short-term investments            have a corresponding liability as these cash amounts are derived from reserves and            security deposits which are due to customers (see Our Industry Segments – Optimal            Payments).

Settlement assets result from timing differences in the settlement            process of Optimal Payments. Settlement assets are typically funded to us within days            from the transaction processing date.

Operating activities used $6.0 million of cash and cash equivalents in            the three-month period ended March 31, 2008, as compared to $19.9 million of cash used            for the three-month period ended March 31, 2007. This decrease is due mainly to a            reduction in cash payments made regarding customer reserves and security deposits.In            2007, we paid out a significant amount of these reserves as a result of the cessation            of the U.S. based gaming portion of the payment processing segment.

             

Financing activities used a nominal amount of cash for the three-month            period ended March 31, 2008 compared to using $8.5 million for the three-month period            ended March 31, 2007. In 2007, we repaid the existing bank indebtedness of $8.6 million            in full.

             

Investing activities generated$4.8 million of cash and cash equivalents            for the three-month period ended March 31, 2008 compared to generating $47.5 million of            cash and cash equivalents for the three-month period ended March 31, 2007, which            included proceeds from maturities of short-term investments of $66.5 million and the            repurchase of OPIL shares of $16.5 million. During the three-month period ended March            31, 2008, $5.8 million was received from the proceeds on maturity of short-term            investments, and $1.3 million was used to acquire equipment and intangible assets            primarily related to WowWee.

 

We believe that our cash, cash equivalents and short-term investments            will be adequate to meet our needs for at least the next 12 months.

             

We have no financial obligations of significance, including any            off-balance sheet arrangements, other than long-term lease commitments for our premises            in the United States, Canada and Hong Kong.

 

| **Item 3.** | **Quantitative and Qualitative Disclosures About                            Market Risk** |
|-------------|-------------------------------------------------------------------------------------------|

             

There have been no material changes to the disclosures about market risk            contained in our Annual Report on Form 10-K for the year ended December 31,            2007.

 

| **Item 4.** | **Controls and Procedures** |
|-------------|-----------------------------|

 

As of March 31, 2008 (the “Evaluation Date”), under the            supervision and with the participation of our management, including our Chief Executive            Officer and our Chief Financial Officer, we evaluated the effectiveness of the design            and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e)            or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange            Act”). Based upon this evaluation, our Chief Executive Officer and our Chief            Financial Officer concluded that, as of the Evaluation Date, our disclosure controls            and procedures were effective to ensure that information required to be disclosed by us            in the reports filed or submitted by us under the Exchange Act is recorded, processed,            summarized and reported within the time periods specified in the SEC’s rules and            forms.

 

43

 

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Additionally, under the supervision and with the participation of our            management, including our Chief Executive Officer and our Chief Financial Officer, we            concluded that there have been no changes in our internal control over financial            reporting during our most recent fiscal quarter that have materially affected, or are            reasonably likely to materially affect, our internal control over financial            reporting.

 

**PART II. OTHER INFORMATION**

 

| **Item 1.** | **Legal Proceedings** |
|-------------|-----------------------|

             

There were no material changes to the disclosure of legal proceedings            contained in our Annual Report on Form 10-K for the year ended December 31, 2007,            except as follows. On March 20, 2008, we entered into a settlement agreement with            Fujitsu, which brought to an end the arbitration proceedings initiated by Fujitsu in            February 2007 and resolved all potential claims by Fujitsu. The amount that we paid to            settle Fujitsu’s claims is not considered to be material to us.

             

From time to time, Optimal Payments receives requests from law            enforcement officials for information relating to the processing of transactions for            specific merchants. At present, the Company is responding to such a request issued by            the U.S. Attorney’s Office in the Eastern District of New York in relation to the            criminal prosecution of the operator of an Internet pharmacy. Optimal Payments has also            received a request for information relating generally to its former involvement in            processing payment transactions for Internet pharmacies.

 

| **Item 1A.** | **Risk Factors** |
|--------------|------------------|

             

There were no material changes to the disclosure of risk factors            contained in our Annual Report on Form 10-K for the year ended December 31,            2007.

 

| **Item                            2.** | **Unregistered                            Sales of Equity Securities and Use of Proceeds** |
|----------------------------------------|--------------------------------------------------------------------------------------------|

 

There were no sales of unregistered equity securities during the            three-month period ending March 31, 2008. The following table is a summary of our            purchases of common shares during the three-month period ended March 31,            2008.

             

| **Optimal                        Group Inc. Purchases of Equity Securities** |
|------------------------------------------------------------------------------|
| **Period**                                                                   | **Total Number                        of Shares Purchased** | **Average                        Price Paid**

**Per                        Share**

**($)** |  

**Total Number of Shares Purchased as Part of Publicly                        Announced Plans or Programs(1)** | **Maximum                        Number of Shares that May Yet Be Purchased Under the Plans or                        Programs(1)** |
|                                                                         |   |   |   |   |
| January 1,                        2008– March 31, 2008                 | 108,556 | 2.9929 | 108,556 | 1,126,142 |
|                                                                         |   |   |   |   |
| Total                                                                        | 108,556****(2)**** | 2.9929 | 108,556****(2)**** | 1,126,142 |

 

|   | (1) | We made all purchases of our common                            shares under our stock purchase program publicly announced on November                            6, 2007 under which we are authorized to purchase up to 1,300,000                            shares, being approximately 5.0% of the 26,036,548 common shares                            outstanding as at November 14, 2007. We are authorized under our 2007                            stock purchase program to purchase our common shares on the open market                            through the facilities of the Nasdaq Stock Market from time to time                            over the course of the 12-month period that commenced on November 21,                            2007 and ends on November 20, 2008 |
|--------|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

             

|   | (2) | During the three-month period ended                            March 31, 2008, 108,556 shares were purchased; 91,758 shares were                            cancelled in March 2008. The purchase of 16,798 shares was settled, and                            the purchase price was paid, only in April 2008, at which time these                            shares were cancelled. |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

44

 

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| **Item                            3.** | **Defaults                            Upon Senior Securities** |
|----------------------------------------|----------------------------------------------------------------|

 

The registrant has nothing to report under this item.

 

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

 

The registrant has nothing to report under this item.

             

| **Item                            5.** | **Other                            Information** |
|----------------------------------------|--------------------------------------------------|

             

The registrant has nothing to report under this item.

             

| **Item 6.** | **Exhibits** |
|-------------|--------------|

 

Exhibits

 

| **Exhibit Number** | **Exhibit**                                                                                                                                                                                                     |
|--------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|               |                                                                                                                                                                                                            |
| 31.1               | Certification pursuant to Section 302 of the                            Sarbanes-Oxley Act of 2002.                                                                                                             |
| 31.2               | Certification pursuant to Section 302 of the                            Sarbanes-Oxley Act of 2002.                                                                                                             |
| 32.1               | Certification pursuant to Section 1350, Chapter 63 of                            Title 18, United States Code, as adopted pursuant to Section 906 of the                            Sarbanes-Oxley Act of 2002. |
| 32.2               | Certification pursuant to Section 1350, Chapter 63 of                            Title 18, United States Code, as adopted pursuant to Section 906 of the                            Sarbanes-Oxley Act of 2002. |

 

 

**Signatures**

 

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

             

 

| May 8, 2008 | **Optimal Group Inc.** |
|-------------|------------------------|
|        |                   |   |
|        |                   |   |
|        | By:                    | /s/ NEIL S. WECHSLER |
|        |                   | Neil S. Wechsler, Co-Chairman |
|        |                   | and Chief Executive Officer |
|        |                   | (Principal Executive Officer) |

 

|   |   |                                      |
|--------|--------|-------------------------------------------|
|   | By:    | /s/ GARY S. WECHSLER                      |
|   |   | Gary S. Wechsler, Chief Financial Officer |
|   |   | (Principal Accounting Officer)            |

 

             

 

45