CC Filed by Filing Services Canada Inc. 403-717-3898

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U8qpi5vIMifzwk16ZKhvv6iVmI04TSke8KBvnRdff8jrxXTOtj3Oz+CAOzYeuhfG s+uzAuZc3tBEQLRPHYrrsA== 0001137171-06-001526.txt : 20060629 0001137171-06-001526.hdr.sgml : 20060629 20060629154324 ACCESSION NUMBER: 0001137171-06-001526 CONFORMED SUBMISSION TYPE: 20-F PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060629 DATE AS OF CHANGE: 20060629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAS VEGAS FROM HOME COM ENTERTAINMENT INC CENTRAL INDEX KEY: 0001061612 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 20-F SEC ACT: 1934 Act SEC FILE NUMBER: 000-29718 FILM NUMBER: 06933673 BUSINESS ADDRESS: STREET 1: SUITE 100 STREET 2: 1255 WEST PENDER STREET CITY: VANCOUVER STATE: A1 ZIP: V6E 2V1 BUSINESS PHONE: 6046810204 MAIL ADDRESS: STREET 1: SUITE 100 STREET 2: 1255 WEST PENDER STREET CITY: VANCOUVER STATE: A1 ZIP: V6E 2V1 FORMER COMPANY: FORMER CONFORMED NAME: BRONX MINERALS INC DATE OF NAME CHANGE: 19980512 20-F 1 lasvegas20f063006.htm LAS VEGAS FROM HOME.COM FORM 20-F CC Filed by Filing Services Canada Inc. 403-717-3898

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

( )

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

(X)

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

For the fiscal year ended DECEMBER 31, 2005

( )

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

For the transition period from _______to _______

Commission file number 029718

LAS VEGAS FROM HOME.COM ENTERTAINMENT INC.

Incorporated in the Province of British Columbia, Canada

Suite 100, 1255 West Pender Street

Vancouver, British Columbia, Canada V6E 2V1

Securities registered or to be registered pursuant to

Section 12(b) of the Act.

Title of each class

Name of each exchange on which registered

Common Shares (no par value)

TSX Venture Exchange

OTC Bulletin Board

Berlin Stock Exchange

Frankfurt Stock Exchange

Securities registered or to be registered pursuant to

Section 12(g) of the Act.

As at December 31, 2005 the authorized capital of the registrant consists of an unlimited number of common and preferred shares without par value of which 92,514,678 common shares without par value are issued and outstanding. As of May 31, 2006, the total number of issued and outstanding shares of the Company consists of 100,041,270 common shares without par value. There are no preferred shares outstanding.

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

Yes [X] No [ ]

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

[X] Item 17

[ ] Item 18

LAS VEGAS FROM HOME.COM ENTERTAINMENT INC.

TABLE OF CONTENTS

Page

Item 1.

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

Item 2.

Offer Statistics and Expected Timetable (Not Applicable

Item 3.

Key Information

Item 4.

Information on the Company

Item 5.

Operating and Financial Review and Prospects

Item 6.

Directors, Senior Management and Employees.

Item 7. Major Shareholders and Related Party Transactions

Item 8.

Financial Information

Item 9.

The Offer and Listing

Item 10. Additional Information

Item 11. Quantitative and Qualitative Disclosures About Market Risk

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

Item 13. Defaults, Dividend Arrearages and Delinquencies

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

Item 15. Controls and Procedures

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

Item 17. Financial Statements

Item 18. Financial Statements.

Item 19. Exhibits

Certifications pursuant to the Sarbanes-Oxley Act (2002) Section 302…Exhibits 31.1 & 31.2

Certification pursuant to the Sarbanes-Oxley Act (2002) Section 906.....Exhibits 32.1

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS.

Not Applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable.

ITEM 3. KEY INFORMATION

Item 3.A - Selected Financial Data

All financial figures presented herein and throughout this Annual Report are expressed in Canadian dollars (Cdn $) unless otherwise specified.

The selected financial data in Table I has been derived from the audited consolidated financial statements of Las Vegas From Home.com Entertainment Inc. (hereinafter referred to as “Las Vegas”, or the “Company” or the “Registrant” or “LVFH”) which have been prepared in accordance with accounting principles generally accepted in Canada. The information should be read in conjunction with the Registrant's audited consolidated financial statements and notes thereto included in Item 17 of this Annual Report. All monetary data herein is stated in Canadian dollars (Cdn $).

Las Vegas From Home.com Entertainment Inc.

TABLE I


	Year Ended December 31, 2005	Year Ended December 31, 2004	Year Ended December 31, 2003	Year Ended December 31, 2002	Year Ended December 31, 2001
Operating revenues	$ 11,578,978	$ 1,980,918	$ 490,764	$ 375,608	$ 0
Interest income	$ 142,340	$ 3,046	$ 1,997	$ 9,776	$ 20,087
Net income (loss)	$ 1,088,741	$ (5,346,512)	$ (2,008,775)	$ (1,825,413)	$ (2,106,871)
Basic earnings (loss) per common share	$ *0.01	$ *(0.08)	$ *(0.04)	$ *(0.05)	$ *(0.09)
Total assets	$ 12,819,608	$ 2,582,847	$ 661,035	$ 345,200	$ 732,602
Capital Stock	$ 27,096,835	$ 17,299,101	$ 14,345,780	$ 12,400,607	$ 10,801,388
Number of Common Shares at year end	92,514,678	69,858,678	52,033,270	38,103,486	24,754,420
Long-term obligations	$ 22,818	$ 43,094	$ 39,692	$ 0	$ 26,479
Cash dividends	$ 0	$ 0	$ 0	$ 0	$ 0

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

Effective January 2004, the Company adopted the new requirements of the Canadian Institute of Chartered Accountants (“CICA”) Handbook Section 3870, which requires all forms of stock based compensation, including stock options to be accounted for using the Fair Value based method and recorded as an expense over the vesting period. Previously, the Company did not record any compensation cost on the granting of stock options to directors, officers, employees and consultants as the exercise price was equal to or greater than the market price at the date of the grants. Options granted are accounted for using the Black-Scholes option pricing model.

As a result of this change in accounting, the 2004 opening deficit was restated on a retroactive basis to show the effect of compensation expense associated with stock option grants in 2003 of $214,024 and $83,051 in 2002. Accordingly, contributed surplus was increased by $ 297,075 in 2004.

Certain prior year amounts have been restated to be comparative to the current year’s presentation.

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

TABLE II


	Year Ended December 31, 2005	Year Ended December 31, 2004	Year Ended December 31, 2003	Year Ended December 31, 2002	Year Ended December 31, 2001
Net income (loss)	$ 1,088,606	$ (5,352,160)	$ (1,788,968)	$ 1,742,362	$ 2,230,515
Basic earnings (loss) per common share	$ 0.01	$ (0.09)	$ (0.04)	$ (0.05)	$ (0.11)
Number of Common Shares at year end	92,514,678	69,858,678	52,033,270	38,103,486	24,754,420
Total assets	$ 12,819,608	$ 2,582,982	$ 666,818	$ 345,200	$ 732,602

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

Exchange Rates


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

⁽¹⁾

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


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

⁽²⁾

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

⁽³⁾

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

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

Item 3.D. Risk Factors

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

General Risk Factors: Although management of the Company believes that the conduct of Internet gaming related activities by its Antiguan subsidiary, Action Poker Gaming Inc. (“Action”), represents a lawful business, there is the risk that the legality of the Internet gaming related activities may be challenged by Canadian or other legal authorities. If the legality of the Internet gaming related activities is challenged and the challenge is sustained, it can have a material adverse impact on the business and financial affairs of the Company.

There is an ongoing effort in the U.S.A. to enact legislation for the prohibition of on-line gaming and for financial transactions pertaining to on-line gaming. The passage of such legislation could substantially and adversely impact the business and financial affairs of the Company and its licensees.

The marketplace for the Company’s Gaming Software is constantly undergoing changes, is intensely competitive and is subject to changes in customer preferences. The Company’s products and services compete against those of other companies that have greater financial, marketing, technical and other resources than those of the Company. Any changes in the internet’s role as the premier computer network information service or any shutdown of internet services by significant internet service providers will have an adverse material impact on the Company’s ability to generate revenues. Furthermore, the Company can be severely and adversely affected from power failures, internet failures, software failures and hackings. The Company relies heavily on its employees, the loss of any of whom could have an adverse effect on the Company. The Company also relies on its licensees for the operation of the Company’s Gaming So ftware, the loss of any of which could have an adverse effect on the affairs of the Company. Changes in policies of companies, financial institutions or banks, that handle credit card transactions and/or other types of financial transactions for on-line gaming, can have an adverse impact on the business and financial affairs of the Company.

The profitability of the Company may be affected by fluctuations in the exchange rate of the US Dollar in relation to the Canadian Dollar due to the fact that the Company’s revenues are generated in US Dollars while a certain portion of the Company’s expenses are incurred in Canadian Dollars.

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

Revenues and Dividends: While the Company has recently started generating meaningful revenues, the Company has not yet established a long term pattern of consistently generating meaningful revenues. The Company intends to retain its earnings in order to finance further growth. Furthermore, the Company has not paid any dividends in the past and does not expect to pay any dividends in the future.

Investments in Securities: From time to time, the Company has acquired securities for investment purposes. The Company is exposed to significant market risk with respect to these securities and there are no assurances whatsoever that the Company will recover its investment in these securities.

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

Penny Stock: The Company's securities are deemed to be Penny Stocks and are therefore subject to Penny Stock rules as defined in Rule 3a(51)(1) of the 1934 Exchange Act. The Penny Stock disclosure requirements may have the effect of reducing the level of trading activity of the Company's securities in the secondary market. Penny Stocks are low-priced shares of small companies not traded on a U.S. national exchange or quoted on Nasdaq. The Company's securities are quoted for trading on the OTC Bulletin Board. Penny Stocks, such as the Company's securities, can be very risky. Prices of Penny Stocks are often not available.

Investors in Penny Stocks are often unable to sell stock back to the dealer that sold them the stock. Investors may lose all their investment in Penny Stocks. There is no guaranteed rate of return on Penny Stocks. Before an investor purchases any Penny Stock, U.S. Federal law requires a salesperson to tell the investor the "offer" and the "bid" on the Penny Stock, and the "compensation" the salesperson and the firm receive for the trade. The firm also must mail a confirmation of these prices to the investor after the trade. The Investor's Broker-dealer is required to obtain the investor's signature to show that the investor has received the statement titled "Important Information on Penny Stocks" before the investor first trades in a Penny Stock. This Statement is required by the U.S. Securities and Exchange Commission ("SEC") an d contains important information on Penny Stocks. Furthermore, under penalty of Federal Law the Investor's brokerage firm must tell the investor at two different times - before the investor agrees to buy or sell a Penny Stock, and after the trade, by written confirmation the following: 1) the bid and offer price quotes for the Penny Stock, and the number of shares to which the quoted prices apply, 2) the brokerage firm's compensation for the trade, 3) the compensation received by the brokerage firm's salesperson for the trade. In addition, to these items listed above the investor’s brokerage firm must send the investor monthly account statements and a written statement of the investor's financial situation and investment goals as required by the Securities Enforcement and Penny Stock Reform Act of 1990.

ITEM 4. INFORMATION ON THE COMPANY

Item 4.A. History and Development of the Company

The legal and commercial name of the company is:

LAS VEGAS FROM HOME.COM ENTERTAINMENT INC.

The Company was incorporated by Memorandum and Articles under the Company Act of the Province of British Columbia, Canada, on May 27, 1980 under the name of "Mountain Fertilizer Products Ltd." (Exhibit 3.1 - Incorporated by reference) On June 30, 2005, the shareholders adopted a new form of articles (Exhibit 3.2* - Attached) under the New British Columbia Corporations Act at the Annual & Special General Meeting of its shareholders held June 30, 2005 (Exhibit 20.3 – Incorporated by reference).

The Directors of Mountain Fertilizer Products Ltd. resolved that the Company change its business activities and its name, and as a result of which, on August 6, 1980, the Company's name was changed to "Titleist Petroleums Ltd." ("Titleist") reflecting the business activities of the Company. Titleist was involved in the oil and gas business in Canada and, through its U.S. subsidiary, Titleist Petroleums U.S.A. Inc. (“Titleist USA”), in the United States.

Titleist USA was incorporated on June 24, 1981 under the laws of the State of Texas. However, as of 1989, Titleist USA was a forfeited corporation. Legal counsel has advised that the corporation has been forfeited due to the non-payment of franchise tax. Although the corporation may still exist, it has lost its right to do business. As a result, the Company has no control of the assets of Titleist USA and is not responsible for the liabilities, if any.

In 1985, Directors of Titleist resolved to merge, acquire and enter into a share exchange agreement with the shareholders of Comp-Data USA, Inc., a computer related company, and on September 5, 1986, Titleist's name was changed to "Comp-Data International Inc." ("Comp-Data") and its authorized capital was consolidated on the basis of five-old-shares for every one new share.

In 1987, Directors of Comp-Data resolved to get out of the computer related business. As a result of which, Comp-Data acquired all of the issued and outstanding shares of Armenian Express Canada Inc. Pursuant to a Special Resolution passed October 5, 1987, Comp-Data changed its name to "Armenian Express Canada Inc." to reflect the change of business plan and management of the Company. In respect to this transaction, there was no share consolidation involved. Subsequently, the Company's hydrocarbons assets were forfeited.

For a limited period of time, the Company implemented an ethnic affinity credit card which targeted Armenians in Canada. An agreement was signed with the National Bank of Canada ("National Bank") wherein the Company was to market in Canada a MasterCard affinity credit card under its own name "Armenian Express Canada". The agreement was for one year and was subject to annual renewals. For a short period of time, affinity credit cards were issued in Canada by the National Bank. The ethnic affinity credit card program did not generate any meaningful revenues for the Company given the small number of Armenians in Canada, and as a result of which, the National Bank terminated its agreement with the Company.

In November 1989, the Company's Directors resolved to change the business activity of the Company and to make the Registrant a natural resource company, whereby the Company would acquire, explore and, if warranted, develop mineral properties. Consequently, the Company changed its name to "Armenex Resources Canada Inc." and on July 4, 1990 consolidated its authorized capital on the basis of five-old shares for one-new share.

Subsequently, a re-organization was deemed necessary by the Directors of the Company. Pursuant to the Company's Directors' resolutions, on August 31, 1994, the Company changed its name to "Ecuadorean Copperfields Inc." and consolidated its authorized capital on the basis of five-old shares for one-new share.

In 1996, due to the large number of the then issued and outstanding common shares of the Company, Directors of the Company decided that, in order for the Company to be in a better position to attract public financings, the Company consolidate its authorized capital on the basis of three-old shares for one-new share and change its name to "Bronx Minerals Inc.". On June 14, 1996, the Company changed its name to "Bronx Minerals Inc." and consolidated its authorized capital on the basis of three-old shares for one-new share.

During 1998 and 1999, the Company attempted to acquire mineral projects of merit but was unsuccessful in its attempts. Due to the difficult times that mining companies were experiencing, management of the Company resolved that it would be in the best interest of the Company to get out of the mineral exploration business and become an Internet gaming and entertainment corporation. Consequently, at the Company’s Extraordinary General Meeting of its Shareholders which was held on August 12, 1999, Shareholders approved a Special Resolution to change the name of the Company to Las Vegas From Home.com Entertainment Inc. in order to reflect the business activities of the Company. The Company’s application of change of its business was officially approved by the Canadian Venture Exchange (“CDNX”) on January 6, 2000.

It has always been the intention of the Directors (past and present) to ensure that the Company survives. As resolved by the Company's Directors all the reorganizations which the Company undertook were necessary for the Company's survival. The reorganizations have been carried out in accordance with, and in full compliance of, the policies of the TSX Venture Exchange (“TSX Venture”) [formerly the CDNX and prior to that, the Vancouver Stock Exchange (“VSE”)]. All of the Company's reorganizations were approved by the Canadian Regulatory Authorities and the Company's Shareholders.

The Company's head office is located at: Suite 100 - 1255 West Pender Street, Vancouver, British Columbia, Canada V6E 2V1. The telephone number is (604) 681-0204 and the telefax number is (604) 681-9428. The contact persons are Jacob H. Kalpakian or Bedo H. Kalpakian.

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

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

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

The address of the registered office of the Company’s Antiguan subsidiary, Action Poker Gaming Inc., (“Action”) is: No. 6 Temple Street, P.O. Box 2372, St. John’s, Antigua, West Indies. The telefax number is (268) 460-6183.

The address of the registered office of the Company’s United Kingdom (“UK”) subsidiary, Action Commerce Limited., (“Action Commerce”) is Flat 91-Building45, Hopton Rd, Royal Arsenal - off Plumstead Rd. London SE18 6TJ United Kingdom. The telefax number is 011 44 020-8836-9079

The address of the registered office of the Company’s Cypriot subsidiary, APG Enterprises Ltd. (“APG”) is 3, Chrysanthou Mylona Street, CY3030, PO Box 56253, Limassol, Cyprus. The telefax number is +357 25 34 07 34.

The address of the registered office of the Company’s Armenian subsidiary, APG Enterprises (“APG Armenia”) is APG Enterprises CJSC, 41 Arshakuniac St. 375026, Yerevan, Republic of Armenia. The telefax: number is +374 010 531 390.

Item 4.B. Business Overview

Summary

LVFH is an Internet Gaming and Entertainment corporation. Previously, the Company was called Bronx Minerals Inc. and was engaged in the mineral exploration business. On September 3, 1999, the Company officially changed its name, and on January 6, 2000, the CDNX approved the Company’s application for change of business from mineral exploration to Internet gaming and entertainment.

The Company is in the business of developing software for on-line multi-player interactive card games (the “Company’s Gaming Software”). The Licensing of the Company’s Gaming Software to third parties and the gaming and entertainment operations are carried on by the Company’s wholly owned Antiguan subsidiary, Action. The principal revenues of Action are from collecting rakes, licensing fees and royalties. Action operates as an internet host of card games and collects a fee (rake) as host and does not participate in the actual card games.

During 2002, Action moved its operations from its location in Antigua to the facilities of Mohawk Internet Technologies Inc. ("Mohawk") which acts as its hosting facility for its servers, located on the Kahnawake Mohawk Reserve ("Kahnawake") in Canada. The Kahnawake Gaming Commission has issued to Action, an interactive gaming license to operate and exploit an Internet gaming facility, to be located at Mohawk.

During 2005, Action licensed from an arm’s length third party, an online casino, which is operated by Action.

The Company’s common shares were first listed and posted for trading on the Vancouver Stock Exchange (now known as the TSX Venture Exchange) on September 15, 1983. The Company’s current trading symbol on the TSX Venture Exchange is “LVH”. Effective July, 1999, the Company’s common shares began trading in the U.S.A., on the OTC Bulletin Board under the symbol “LVFHF”. As of September 1, 2000, the Company’s common shares are listed for trading under the symbol “LVH” on the Berlin Stock Exchange. Effective February 27, 2006, the Company’s common shares were listed for trading on the Frankfurt Stock Exchange.

Item 4.C. Organizational Structure.

The following chart sets forth the Company’s corporate structure as of December 31, 2005:

Las Vegas From Home.com Entertainment Inc.


	100%		100%		100%		100%		100%		100%
Action Poker Gaming Inc. (“Action”) (an Antiguan Corporation)		Guardian Commerce Ltd. (“Guardian”) (a St. Kitt’s Corporation)		4010493 Canada Inc.,( a federally chartered Canadian Corporation)		APG Enterprises Ltd. (“APG Cyprus”) (a Cypriot Corporation)		APG Enterprises (“APG Armenia”) (an Armenian Corporation)		Action Commerce Limited (“Action Commerce”) (a United Kingdom Corporation)

Action licenses the Company’s on-line gaming Software to third parties and hosts the Company’s gaming software to the general public. Action also operates an on-line casino. The Company acquired, on April 28, 2004, Action Commerce Limited (UK), a United Kingdom corporation. Action Commerce Limited (UK) acts as payment processor for the Company and its subsidiaries. Furthermore, the Company has caused to incorporate the following companies which are wholly owned subsidiaries of the Company; (1) Guardian Commerce Limited, (“Guardian”) a St. Kitt’s Corporation which was incorporated to enable the Company’s subsidiaries to continue their business relationship with Optimal Payments Inc., (2) APG Enterprises Ltd., (“APG Cyprus”) a Cypriot Corporation. The Company’s wholly owned Cypriot subsidiary, APG Cyprus has commenced its operations in Cyprus and currently employs 35 people (December 31, 2005: 30), and (3) APG En terprises, an Armenian corporation (“APG Armenia”). APG Armenia currently employs 12 people (December 31, 2005: 11) and is providing technical and administrative support to APG Cyprus. Upon the dissolution of one of the Company’s former subsidiaries, the Company acquired a 100% wholly owned interest in 4010493 Canada Inc., a federally chartered Canadian company, which was dissolved in May, 2006. Furthermore, the Company caused to incorporate two Panamanian subsidiaries during 2004, Georgia Enterprises Corp., and Tiger Ventures Corp., both of which were dissolved in October, 2005.

The Company’s Canadian Head Office currently employs 39 people (December 31, 2005: 36) consisting of staff and management.

Item 4.D. Property, Equipment and Software Development

THE COMPANY'S PROPERTY IN THE STATE OF ARKANSAS, USA

During 1992, the Company purchased several mineral properties located in Pike County, Arkansas, USA. During 1999, the Company sold a significant portion of the mineral properties and wrote down the remaining mineral property to $1. The Company has no future plans to explore or develop the mineral property and wrote down, during 2003, the remaining mineral property to $0.

II.

COMPUTER GAMING SOFTWARE PRODUCT

The Company’s Software

During 2002, the Company developed “in-house” its own multi-player interactive poker games software which was launched live on-line to the general public under the URL www.tigergaming.com. Improvements, modifications and enhancements of the Company’s Gaming Software are ongoing on a continual basis. Presently, the Company’s Gaming Software includes the following card games:- Big 2, Chinese Poker, Texas Hold’em, Monte Carlo and Survivor Guts, Omaha, Pan, Seven Card Stud and Poker Tournaments. Research costs are expensed as incurred. Costs related to the development of software are expensed as incurred unless such costs meet the criteria for deferral and amortization under Canadian generally accepted accounting principles. The criteria include identifiable costs attributable to a clearly defined product, the establishment of technical feasibility, identification of a market for the software, t he Company’s intent to market the software, and the existence of adequate resources to complete the project. Software development costs are amortized over an estimated useful life of five years or prorated over its expected revenue stream whichever is higher, commencing in the year when commercial sales of the products commence. Capitalized software development is evaluated in each reporting period to determine whether it continues to meet the criteria for continued deferral and amortization. During 2005, an additional amount of $979,579 was capitalized as software development costs (2004: $659,979 2003:$Nil) and the Company’s Gaming Software and development costs were amortized in the amount of $283,053 (2004: $102,178; 2003: $36,180)


	2005
EQUIPMENT AND		Accumulated	Net
SOFTWARE DEVELOPMENT	Cost	Amortization	Book Value

Software and development costs	$ 2,216,060	$ 457,591	$ 1,758,469
Computer equipment	589,101	194,048	395,053
Automobile	11,420	1,929	9,491
Office furniture	7,353	719	6,634
Computer equipment under capital lease	64,320	35,728	28,592

	$ 2,888,254	$ 690,015	$ 2,198,239


	2004
EQUIPMENT AND		Accumulated	Net
SOFTWARE DEVELOPMENT	Cost	Amortization	Book Value

Software and development costs	$ 840,880	$ 174,538	$ 666,342
Computer equipment	298,941	101,381	197,560
Computer equipment under capital lease	64,320	23,475	40,845

	$1,204,141	$ 299,394	$ 904,747
	2003
EQUIPMENT AND		Accumulated	Net
SOFTWARE DEVELOPMENT	Cost	Amortization	Book Value

Software and development costs	$ 180,901	$ 72,360	$ 108,541
Computer equipment	130,970	40,034	90,936
Computer equipment under capital lease	46,092	6,914	39,178

	$ 357,963	$ 119,308	$ 238,655

For equipment and software development and accumulated amortization (depreciation and depletion) thereof please refer to Schedules II and III (Exhibit 99.2* - Attached).

The Company has Capital Lease Obligations for its Computers; as of January 1, 2006, the total future obligations amounts to $22,818; (Less than one year $20,268; one to three years: $2,550).

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Selected Annual Information

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


		2005		2004		2003
Revenue	$	11,578,978	$	1,980,918	$	490,764
Interest Income		142,340		3,046		1,997
Income (Loss) before other Items		1,159,286		(3,595,278)		(2,905,375)
Gain/(loss) per common share before other items *		* 0.01		* (0.05)		* (0.06)
Fully diluted gain/(loss) per common share before other items *		* 0.01		*(0.04)		*(0.05)
Net gain/(loss)		1,088,741		(5,346,512)		(2,008,775)
Net gain/(loss) per common share *		* 0.01		* (0.08)		* (0.04)
Fully diluted net gain/(loss) per common share *		* 0.01		*(0.06)		*(0.04)
Total Assets		12,819,608		2,582,847		661,035
Long term financial Obligations		22,818		43,094		39,692
Cash dividends		Nil		Nil		Nil

Certain prior year amounts have been restated to be comparative to the current year’s presentation.

For the twelve month period ended December 31, 2005, the Company has recorded Revenue of $11,578,978 (2004:$1,980,918) (2003: $490,764) reflecting a general acceptance of the Company’s Gaming Software by the Company’s Licensees and users of the Company’s Gaming Software. Interest income increased to $142,340 (2004: $3,046) (2003: $1,997) due to higher cash balances in the bank. The Income before other items of $1,159,286 as compared to a loss in 2004 of $(3,595,278) (2003: $(2,905,375)) and the gain/(loss) per common share before other items on a fully diluted basis was $0.01 (2004: $(0.04)) (2003: $(0.05)) and on a non-diluted basis was $0.01 (2004: $(0.05))(2003: $(0.06)) occurred as a result of the Company’s increased revenues. The Company’s expenses totalled $10,562,032 (2004: $5,579,242) (2003: $3,398,136) mainly due to the Company incurring advertising and promotion expenses of $5,229,260 (2004: $1,236,938) (2003: $771,813), transaction fees of $814,964 (2004: $Nil) (2003: $Nil), Amortization of $382,655 (2004: $168,108) (2003: $71,677), Bank charges, interest and foreign exchange of $172,915 (2004: $(17,840)) (2003: $34,278). The net income/(loss) of $1,088,741 (2004:$(5,346,512)) (2003: $(2,008,775)) and the net gain/(loss) per common share on a fully diluted basis of $0.01 (2004:$(0.06)) (2003: $(0.04)) and on a non-diluted basis of $0.01 (2004:$(0.08)) (2003: $(0.04)) is attributable to the gain/(expense) on the settlement of a lawsuit of $97,382 (2004:$(240,400)) (2003: $Nil), the purchase back of net revenue sharing of $Nil (2004: $(1,429,522)) (2003: $889,663) and the gain/(loss) on sale of investments was $Nil (2004: $(42,011)) (2003: $6,502). The Company wrote down the value of marketable securities by $(167,927) (2004: $(39,301)) (2003: $Nil). Total assets of $12,819,608 (2004:$2,582,847) (2003: $661,035) is comprised of cash and term deposits of $8,408,620 (2004: $Nil) ( 2003: $Nil) which is attributable to the proceeds received from the Brokered Offering which closed on May 13, 2005, marketable securities of $379,236 (2004: $383) (2003: $17,374); accounts receivable of $1,801,274 (2004: $1,198,731) (2003: $179,133); due from related parties of $4,740 (2004: $376,087) (2003: $140,832); prepaids and security deposits of $27,499 (2004: $102,899) (2003: $85,041) and equipment and software development of $2,198,239 (2004: $904,747) (2003: $238,655). The Company has long term obligations for hardware equipment of $22,818 (2004: $43,094) (2003: $39,692).

The Company has never paid any cash dividends and has no plans to pay any cash dividends in the future. The weighted average number of common shares was 84,337,774 as compared to 58,428,307 for the same period in 2004 as compared to 42,579,518 for the same period in 2003.

Results of Operations

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

The Company has developed and has built a Software for on-line multi-player interactive card games (the “Company’s Gaming Software”) which is licensed to its wholly owned Antiguan subsidiary Action Poker Gaming Inc. (“Action”).

The Kahnawake Gaming Commission has issued to Action an interactive gaming license to operate and exploit an Internet Gaming Facility located at the facilities of Mohawk Internet Technologies Inc., which is located in the Kahnawake Mohawk Reserve in Canada (the “Kahnawake Interactive Gaming License”).

Action hosts the Company’s Gaming Software to the general public. Action is the owner and operator of the URLs www.tigergaming.com, www.tigergaming.net, www.holycowpoker.com, www.atlantisworldpoker.com, www.pokerincanada.com , www.pokerincanada.net. and www.actionpoker.com .

Action licenses the Company’s Gaming Software to several third party operators. For a list of all licensees, please visit www.lvfh.com . Furthermore, Action hosts and operates online poker websites on behalf of its licensees.

During 2005, Action has licensed from an arm’s length third party, an online Casino Software (”Online Casino”), which is operated by Action under the URL www.playvegasfromhome.com.

The principal revenues of Action are from collecting rakes, licensing fees and royalties.

The Company is continually enhancing and upgrading the Company’s Gaming Software in order to retain and increase its customer base.

In June 2003, Action entered into an agreement with Atlantis Casino (“Atlantis”) (Exhibit 10.5 – Incorporated by reference) whereby Atlantis purchased a 35% interest in Action’s monthly net revenues for US$1,000,000. During 2004, the parties entered into an agreement (the “Purchase Back Agreement”) (Exhibit 10.6 – Incorporated by reference) whereby Action purchased back the 35% interest in Action’s monthly net revenues from Atlantis for US$1,000,000 of which US$327,620 remained outstanding as at December 31, 2004. As of March 8, 2005, the outstanding amount was fully paid. The Company and Action have no further obligations whatsoever to Atlantis.

During the year ended December 31, 2004, the Company was involved in a lawsuit with an arm’s length third party (“Third Party”) for patent infringement. Even though Management of the Company was of the opinion that the lawsuit was frivolous and of no merit, nevertheless Management decided that it would be more prudent and cost effective to have an amicable out-of-court settlement. Subsequent to year-ended December 31, 2004, the Company reached an out-of-court settlement, by entering into a License and Settlement Agreement dated February 17, 2005, (the “License and Settlement Agreement”) (Exhibit 10.1- Incorporated by reference) whereby the Company had agreed to pay to the Third Party a series of royalty payments, not to exceed the sum of US$200,000, which were payable as follows:

(a)

Four equal instalments of US$25,000 until November 2, 2005;

(b)

Quarterly payments of US$10,000 for every US$1,000,000 of Las Vegas’ cumulative rake income commencing January 1, 2005, for up to US$5,000,000 of Las Vegas’ cumulative rake revenues; and,

(c)

A single payment of US$50,000 for the first subsequent US$5,000,000 of Las Vegas’ cumulative rake revenues after the above mentioned US$5,000,000 would have been reached.

On May 6^th, 2005, the Company and the Third Party entered into a Modification to “License and Settlement Agreement”) of February 17, 2005 (Exhibit 10.2 – Incorporated by reference) whereby the Company paid one final payment of US $90,000 as full and final settlement, and complete release of all the Company’s royalty obligations. As a result, the Company recorded a gain of Cdn $97,382 in its statement of operations and deficit for the year ended December 31, 2005.

Prior to May 6, 2005, the Company had paid US $25,000 to the Third Party.

The Company is presently not a party to any legal proceedings whatsoever.

Pursuant to a Loan Agreement, (Exhibit 10.3 – Incorporated by reference) the Loan from Interactive of US $250,000 (Cdn $275,608) was obtained in June, 2004, and was payable in monthly instalments equal to 5% of Action’s revenues for the first twelve months and 10% of Action’s revenues thereafter until the loan would have been paid. The entire amount was fully repaid by the Company on March 15, 2005. In lieu of interest, the Company was obliged to make monthly bonus payments to Interactive equal to 5% of Action’s revenues for a period of twelve months. Bonus payments totalling US $20,709 were made up to October, 2004. On April 15, 2005, as consideration for the early repayment of the Loan by the Company, Interactive cancelled the Loan Agreement by way of a Letter dated April 15, 2005, (Exhibit 10.4 – Incorporated by reference) and has forever forgiven all outstanding and future bonus payments that were payable pursuan t to the Loan Agreement.

On April 28, 2004, the Company acquired, Action Commerce Limited (UK), a United Kingdom corporation. Action Commerce Limited (UK) acts as payment processor for the Company and its subsidiaries. Furthermore, the Company has caused to incorporate the following companies which are wholly owned subsidiaries of the Company; (1) Guardian Commerce Limited, (“Guardian”) a St. Kitt’s Corporation which was incorporated to enable the Company’s subsidiaries to continue their business relationship with Optimal Payments Inc., (2) APG Enterprises Ltd., a Cypriot Corporation (“APG Cyprus”). APG Cyprus, is fully operational in Cyprus and currently employs 35 people (December 31, 2005: 30) and (3) APG Enterprises, an Armenian corporation (“APG Armenia”). APG Armenia currently employs 12 people (December 31, 2005: 11) and is providing technical and administrative support to APG Cyprus. Upon the dissolution of one of the Company& #146;s former subsidiaries, the Company acquired a 100% interest in 4010493 Canada Inc., a federally chartered Canadian company which, has been dormant and as a result, was dissolved on May 6, 2006. In addition, the Company caused to dissolve two inactive Panamanian subsidiaries, Georgia Enterprises Corp., and Tiger Ventures Corp. during the year ended December 31, 2005.

year ended December 31, 2004 and the Auditor’s report thereon; fixed the number of Directors for the ensuing year at four; elected Bedo H. Kalpakian, Jacob H. Kalpakian, Neil Spellman and Gregory T. McFarlane as Directors of the Company; re-appointed the Company’s Auditor, Smythe Ratcliffe, Chartered Accountants, for the ensuing year and authorized the Directors to fix the remuneration to be paid to the Auditor. The shareholders also approved: (a) the deletion of the pre-existing Company Provisions in the Notice of Articles of the Company and in substitution, the adoption of a new form of Articles for the Company pursuant to The Business Corporations Act (British Columbia);(See Exhibit 3.2* - Attached) (b) the increase of the Company’s authorized share capital to an unlimited number of common shares and an unlimited number of preferred shares, issuable in series, in each case without nominal or par value; and (c) the amendment to the Company’s 2004 Stock Option Plan by increasing the maximum number of common shares which may be reserved for issuance pursuant to the Stock Option Plan to 15,866,936 common shares (the “Company’s Amended 2004 Stock Option Plan”)(see Exhibit 10.13* - Attached).

The Company entered into an agreement on April 20, 2005 (Exhibit 1.1 – Incorporated by reference), with a syndicate of underwriters led by Wellington West Capital Markets Inc. and CIBC World Markets Inc. and including GMP Securities Ltd. and Sprott Securities Inc. (collectively the “Underwriters”) for a "bought-deal" underwritten private placement of Subscription Receipts (the "Brokered Offering"). The Brokered Offering closed on May 13, 2005, and on June 30, 2005, at the Company’s Annual and Special General Meeting, the Company’s shareholders approved the increase of the authorized share capital of the Company to an unlimited number of common shares and an unlimited number of preferred shares, in each case without nominal or par value. As a result and during the third quarter period ended September 30, 2005, 12,485,500 common shares and 6,242,750 share purchase warrants at an exercise price of $1.00 per common share were issued by the Company to various investors pursuant to the Brokered Offering. Total net proceeds received by the Company were $7,487,689. The Company paid the Underwriters an aggregate cash commission of $547,801 and issued a total of 842,771 Broker’s Compensation Warrants (the “Compensation Warrants”) which are exercisable into Units at $0.65 per Unit. Each Unit consists of one common share in the capital of the Company and one half of one share purchase warrant. One whole share purchase warrant is required to purchase one additional common share at $1.00 per share. All share purchase warrants expire on May 13, 2007. The shares, share purchase warrants and Compensation Warrants, which were issued by the Company on July 13, 2005, had hold periods which expired on September 14, 2005, at which time the share purchase warrants commenced trading on the TSX Venture Exchange, under the sy mbol LVH.WT.

During the first quarter of 2005, the Company had received, from a third party, a subscription for the securities of the Company in the amount of $450,000 which was not accepted by the Company and such amount was returned by the Company to the third party on July 25, 2005.

For the year ended December 31, 2005, the Company recorded revenue of $11,578,978 as compared to $1,980,918 for the same period in 2004, (2003: $490,764) reflecting a general acceptance of the Company’s Gaming Software by the Company’s Licensees and users of the Company’s Gaming Software. Interest income was $142,340 as compared to $3,046 during the same period in 2004, (2003: $1,997) reflecting an increase in cash balances in the bank mainly attributable to proceeds received from the Brokered Offering which closed on May 13, 2005. The gain before other items was $1,159,286 compared to a loss of $(3,595,278) for the same period in 2004 (2003: $(2,905,375)) which occurred as a result of the Company’s increased revenues. The Company’s expenses increased to $10,562,032 reflecting an increase in the level of the Company’s activities, as compared to $5,579,242 for the same period in 2004 (2003: $3,398,136). &nb sp;Items which contributed to an increase in operating expenses during the year ended December 31, 2005, were as follows; • Advertising and promotion expenses were $5,229,260 as compared to $1,236,938 for the corresponding period in 2004 (2003: $771,813). Increases in Advertising and promotion expenses were mainly due to marketing campaigns that were conducted in order to increase the Company’s revenues; • Amortization was $382,655 as compared to $168,108 for the corresponding period in 2004 (2003: $71,677); • Bank charges, interest and foreign exchange fees were $172,915 as compared to $(17,840) for the corresponding period in 2004 (2003: $34,278). The increase was mainly due to losses incurred as a result of foreign exchange fluctuations; • Commission fees of $28,952 as compared to $Nil for the corresponding period in 2004 were mainly due to the acquisition of Licensees (2003: $Nil). •Donations were $51,500 as compare d to $Nil for the corresponding period in 2004 (2003: $Nil); •Legal, accounting and audit fees were $151,199 as compared to $78,661 for the corresponding period in 2004 (2003: $133,947). The increase was mainly related to the Brokered Offering which closed on May 13, 2005; •License fees were $46,527 as compared to $13,033 for the corresponding period in 2004 (2003: $26,755). The increase consists of costs incurred in respect to the Licensed Online Casino and the Kahnawake Interactive Gaming License; •Management fees were $270,000 as compared to $180,000 for the corresponding period in 2004 (2003: $180,000). The increase was pursuant to the Management Services Agreement which became effective as of July 1, 2005 whereby Kalpakian Bros. is paid $30,000 per month plus G.S.T.; •Office expenses of $325,339 as compared to $126,891 for the corresponding period in 2004 (2003: $83,323) were mainly due to the start-up and ongoing costs and expenses of APG Cypr us and APG Armenia; •Regulatory and

transfer agent fees were $38,822 as compared to $10,357 for the corresponding period in 2004 (2003: $6,891). The increase is attributable to increased transfer agent activity in connection with the Brokered Offering; •Rent was $362,410 as compared to $289,269 for the corresponding period in 2004 (2003: $255,702). The increase is due to rent costs incurred on behalf of APG Cyprus and APG Armenia as well as the bandwidth portion of the Company’s Server Park rent; •Shareholder communication expenses were $17,116 as compared to $9,424 for the corresponding period in 2004 (2003: $11,150). This increase was related to the Brokered Offering which required Shareholder approval; •Telephone expense was $54,491 as compared to $24,863 for the corresponding period in 2004 reflecting an increase in the Company’s activities (2003: $27,704); •Travel, meals and entertainment expenses were $339,973 as compared to $172,233 for the corresponding period in 2004 reflecting an increase in the Company’s activities (2003: $163,834); and •Transaction fees of $814,964 as compared to $Nil for the corresponding period in 2004 (2003: $Nil) increased significantly due to increased usage of the Company’s gaming software by customers of the Company’s Licensees and users of the Company’s gaming software.

During the year ended December 31, 2005, the Company recognized the amount of $329,399 as stock option compensation expense as compared to $2,323,004 for the fiscal year ended December 31, 2004, (December 31, 2003: $528,457).

For the three month period ended March 31, 2006, the Company recorded revenue of $3,678,721 as compared to $2,084,056 for the same period in 2005, (2004: $276,676) due to an increase in usage of the Company’s Gaming Software. Interest income was $62,334 as compared to $1,255 during the same period in 2005, (2004: $103) reflecting an increase in cash balances in the bank mainly attributable to proceeds received from the Brokered Offering. The gain before other items was $356,255 as compared to a gain of $364,329 for the same period in 2005 (2004: $(458,379)). Total expenses of the Company increased to $3,384,800 reflecting an increase in the level of the Company’s activities as compared to $1,720,982 for the same period in 2005 (2004: $735,158). Items which contributed to an increase in operating expenses during the period ended March 31, 2006, were office expenses of $125,659 (2005:$44,816; 2004:$35,185), salaries and benefit expenses of $829,03 2 (2005:$334,252; 2004:$308,999), advertising and promotion expenses of $1,542,017 (2005:$746,969; 2004:$98,246), amortization of $142,608 (2005:$65,336; 2004:$22,113), legal, accounting and audit fees of $46,327 (2005:$33,749; 2004:$3,128), rent of $136,991 (2005:$78,625; 2004:$57,099), travel, meals and entertainment expenses of $83,730 (2005:$81,722; 2004:$53,005), transaction fees of $275,173 (2005:$176,288; 2004:$15,965), telephone of $17,310 (2005:$9,377; 2004:$6,768), management fees of $90,000 (2005:$45,000; 2004: $45,000), commission fees of $12,700 (2005:$Nil; 2004: $Nil) and bank charges, interest and foreign exchange of $6,029 (2005:$2,373; 2004: $5,614). During this period, the Company recognized the amount of $74,440 as stock option compensation expense (2005:$Nil; 2004: Nil).

During the year ended December 31, 2005, in keeping with Management’s commitment to support worthwhile causes, the Company has made donations totalling $51,500 to the following:- (1) St. Vartan’s Armenian Apostolic Church of British Columbia as to $6,500; (2) the Zajac Ranch for Children as to $5,000. The Zajac Ranch is a camp dedicated to “raising the spirits” of children with life threatening, chronic illnesses or disabilities and the Zajac Ranch project is spear headed by the Zajac Foundation, a non-profit organization registered as a charitable institution with the Government of Canada whose mandate is to support children, seniors and those with special needs through innovative community projects focused on developing life long skills and independence; (3) Street Kids International, as to $35,000, an international charity based in Canada, striving to be the lead organization in developing, disseminating and advocat ing the practical solutions needed to give street kids around the world the choices, skills, and opportunities to make a better life for themselves; and (4) La Relance Jeunes et Familles, as to $5,000, a charitable organization dedicated to helping young people and their families.

During the first quarter ended March 31, 2006, the Company donated $1,000 to the “Make A Wish Foundation”, a children’s charitable foundation, with respect to efforts being made by the Sunbeam Canada/Team Alpine and their drive across Canada in order to raise money for the Make A Wish Foundation. On a going forward basis, the Company intends to continue and focus its commitment to solely support children’s charitable causes.

For the year ended December 31, 2005, the weighted average gain per common share was $0.01 as compared to a loss of $(0.09) per share for the year ended December 31, 2004 and as compared to a loss of $(0.05) per share for the year ended December 31, 2003. Total assets as at December 31, 2005, were $12,819,608 as compared to $2,582,847 for the corresponding period in 2004 (2003: $661,035). The Company has equipment leases with present value of net minimum lease payments of $22,818 as compared to $43,094 for the corresponding period in 2004. A certain portion of the obligation for lease payments has been personally guaranteed by the Company’s President, Jacob H. Kalpakian. The Company has not paid any cash dividends and does not plan to pay any cash dividends in the future.

During the year ended December 31, 2005, the Company had a net gain of $1,088,741; or $0.01 per common share (weighted average), as compared to a net loss of $(5,346,512); or $(0.09) per common share (weighted average), in the

same period of 2004 and as compared to a net loss of $(2,008,775) or $(0.05) per common share (weighted average) for the same period in 2003.

During the year ended December 31, 2005, the Company’s weighted average number of common shares was 84,337,774 as compared to 58,428,307 for the same period in 2004 and as compared to 42,579,518 for the same period in 2003.

For the year ended December 31, 2005, the Company had a working capital of $ 8,429,106 as compared to a working capital deficit of $(248,293) in the same period of 2004, (2003: $(147,468)).

Effective February 1, 2006, the Company has entered into a lease agreement for its Vancouver offices for a term of 12 months at a montly rent of $15,000 plus G.S.T.

During the three month period ended March 31, 2006, the Company had a net gain of $315,128; or $0.003 per share (weighted average), as compared to a net gain of $364,329; or $0.005 per share (weighted average), in the same period of 2005.

The weighted average gain per common share was $0.003 as compared to a gain of $0.005 during the same period in 2005. Total assets at March 31, 2006, were $13,606,499 (2005:$3,891,292). The Company has equipment leases with present net minimum lease payments of $17,078 expiring in 2007 (2005:$38,399). During the three month period ended March 31, 2006, the Company’s weighted average number of shares was 93,114,908 as compared to 77,406,344 for the same period in 2005. For the three month period ended March 31, 2006, the Company had a working capital of $11,154,408 as compared to $2,368,808 in the same period of 2005.

The Company has not paid any cash dividends and does not plan to pay any cash dividends in the future.

These financial analyses address the results of operations in accordance with the financial statements prepared under Canadian generally accepted accounting principles. A discussion of the differences between accounting principles and practices generally accepted in Canada and accounting principles and practices accepted in the United States and required by the S.E.C. is contained in Note 17 of the financial statements included in item 17 of this Annual Report.

Summary of Quarterly Results

All financial figures presented herein are expressed in Canadian Dollars (CDN $) unless otherwise specified. The following are the unaudited results for the twelve most recent quarterly periods, starting with the three month quarterly period ended March 31, 2006

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

For the Quarterly Periods ended

March 31,

2006

December 31,

2005

September 30,

2005

June 30,

2005

Total Revenues

3,741,055

3,561,718

3,389,665

2,684,624

Income (loss) before other items

356,255

(9,291)

515,857

288,391

Earnings (loss) per common share before other items

0.004

(0.00)

0.006

0.003

Fully diluted earnings (loss) per common share before other items

0.003

n/a

0.004

0.003

Net income (loss) for the period

315,128

(177,218)

515,857

385,773

Basic net earnings (loss) per share

0.003

(0.002)

0.006

0.005

Diluted net earnings (loss) per share

0.003

n/a

0.004

For the Quarterly Periods ended

March 31,

2005

December 31,

2004

September 30,

2004

June 30,

2004

Total Revenues

2,085,311

1,073,518

350,688

282,979

Income (loss) before other items

364,329

(2,176,513)

(530,878)

(429,508)

Earnings (loss) per common share before other items

0.005

(0.03)

(0.01)

Fully diluted earnings (loss) per common share before other items

0.004

n/a

Net income (loss) for the period

364,329

(3,461,006)

(558,394)

(862,178)

Basic net earnings (loss) per share

0.005

(0.05)

(0.01)

(0.02)

Diluted net earnings (loss) per share

0.004

n/a

For the Quarterly Periods ended

March 31,

2004

December 31,

2003

September 30,

2003

June 30,

2003

Total Revenues

276,779

261,122

186,722

841,991

Income (loss) before

other items

(458,379)

(1,139,751)

(667,955)

311,970

Earnings (loss) per common share before other items

(0.01)

(0.02)

(0.01)

0.01

Fully diluted earnings (loss) per common share before other items

(0.01)

0.01

Net income (loss) for the period

(464,934)

178,640

(578,491)

307,244

Basic net earnings (loss) per share

(0.01)

0.00

(0.01)

0.01

Diluted net earnings (loss) per share

(0.01)

0.00

(0.01)

0.01

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

A major portion of the Company’s total revenues have been generated as a result of a general acceptance of the Company’s Gaming Software by the Company’s licensees and users of the Company’s Gaming Software.

Fluctuations in the exchange rate of the US dollar in relation to the Canadian dollar have a direct impact on the results of the Company’s operations due to the fact that the Company’s revenues are generated in US dollars while a certain portion of the Company’s expenses are incurred in Canadian dollars.

Item 5.B - Liquidity and Capital Resources

During fiscal 2004, and fiscal 2005 and Q1 of 2006, the Company experienced meaningful increases in its revenues. In order for the Company to further increase its revenues, the Company must dedicate more resources to marketing and to upgrading the Company’s Gaming Software so as to have a full suite of poker games as well as new products. If the Company is successful in increasing and/or sustaining its revenues, Management is of the opinion that the Company shall be able to fund its marketing and development expenditures from the Company’s increased and/or current cash flow.

The Company entered into Non-Brokered Private Placement Agreements with various parties, dated December 13, 2004, to issue 5,000,000 units at $0.20 per unit for total proceeds of $1,000,000 to the Company, each unit consisting of one common share and one-half of one warrant; each whole warrant entitling the holder to purchase one common share at a price of $0.25 per common share for a period of 24 months. The financing was approved by the TSX Venture Exchange on January 7, 2005, and all units which were issued had a hold period which expired on May 8, 2005.

The Company entered into an agreement on April 20, 2005, with a syndicate of underwriters led by Wellington West Capital Markets Inc. and CIBC World Markets Inc. and including GMP Securities Ltd. and Sprott Securities Inc. (collectively the “Underwriters”) for a "bought-deal" underwritten private placement of Subscription Receipts (the "Brokered Offering"). The Brokered Offering closed on May 13, 2005. As a result, 12,485,500 common shares and 6,242,750 share purchase warrants at an exercise price of $1.00 per common share were issued to various investors pursuant to the Brokered Offering. Total net proceeds received by the Company were $7,487,689. The Company paid the Underwriters an aggregate cash commission of $547,801 and issued a total of 842,771 Broker’s Compensation Warrants (the “Compensation Warrants”) which are exercisable into Units at $0.65 per Unit. Each Unit consists of one common shar e in the capital of the Company and one half of one share purchase warrant. One whole share purchase warrant is required to purchase one additional common share at $1.00 per share. All share purchase warrants expire on May 13, 2007. The shares, share purchase warrants and Compensation Warrants, which were issued by the Company on July 13, 2005, had hold periods which expired on September 14, 2005, at which time the share purchase warrants

commenced trading on the TSX Venture Exchange, under the symbol LVH.WT.

Proceeds received by the Company from all financings are being utilized for general working capital purposes.

The Company has granted stock options and share purchase warrants to acquire common shares of the Company, at certain prices, to various parties. Should any outstanding stock options or share purchase warrants be exercised by any party, then any funds received by the Company shall be used for general working capital purposes. However, there are no assurances whatsoever that any stock options or share purchase warrants will be exercised before their respective expiry dates.

For the year ended December 31, 2005, a total of 2,740,500 stock options were exercised at prices ranging from $0.12 to $0.20 per common share for total proceeds to the Company of $463,360. 278,500 stock options expired during the period. A total of 1,825,000 stock options were granted at exercise prices ranging from $0.20 to $0.46 per common share for a total stock option compensation expense of $329,399 for the year ended December 31, 2005.

During the year ended December 31, 2005, the Company issued an aggregate of 8,742,750 share purchase warrants, 2,500,000 of which are exercisable at the price at $0.25 per common share and 6,242,750 are exercisable at the price of $1.00 per common share. During the year ended December 31, 2005, a total of 2,430,000 share purchase warrants were exercised at prices ranging from $0.10 to $0.25 per common share for total proceeds to the Company of $428,000.

As of December 31, 2005, the Company had $8,408,620 in cash and term deposits as compared to $Nil at December 31, 2004. Marketable securities at December 31, 2005, were $379,236 as compared to $383 at December 31, 2004; Accounts receivable at December 31, 2005, was $1,801,274 as compared to $1,198,731 at December 31, 2004; Prepaids and security deposits at December 31, 2005, were $27,499 as compared to $102,899 at December 31, 2004; Due from related parties at December 31, 2005, was $4,740 as compared to $376,087 at December 31, 2004, Equipment and Software Development at December 31, 2005 was $2,198,239 as compared to $904,747 at December 31, 2004.

As of December 31, 2005, the Company had $Nil with respect to cheques issued in excess of funds on deposit as compared to $20,717 at December 31, 2004. Customer deposits, accounts payable and accrued liabilities of $2,111,066 as compared to $1,361,239 for the corresponding period in 2004; Due to related parties was $60,929 as compared to $8,525 for the period ended December 31, 2004. Other obligations were $Nil as compared to $516,008 for the period ended December 31, 2004, and the Obligation under capital lease was $22,818 as compared to $43,094 for the period ended December 31, 2004.

The Company’s working capital as at December 31, 2005 was $8,429,106 as compared to a working capital deficit of $(248,293) as at December 31, 2004, (2003: $(147,468)).

Marketable securities at December 31, 2005, were $379,236 as compared to $383 at December 31, 2004 (2003: $ 17,374). Accounts receivable at December 31, 2005 was $1,801,274 as compared to $1,198,731 at December 31, 2004 (2003:$179,133). Prepaids and security deposits at December 31, 2005 were $27,499 as compared to $102,899 at December 31, 2004 (2003:$85,041). Due from related parties at December 31, 2005 was $4,740 as compared to $376,087 at December 31, 2004 (2003:$ 140,832).

During the year ended December 31, 2004, the Company entered into two private placement financing agreements with Bronx Ventures Inc, [formerly Lucky 1 Enterprises Inc.] (“Bronx”), a related party, whereby the Company issued an aggregate of 4,000,000 common shares at prices ranging from $0.30 to $0.32 per common share for total proceeds to the Company of $1,225,000.

During the year ended December 31, 2004, the Company closed a Brokered Private Placement Financing and a Non-Brokered Private Placement Financing dated October 25, 2004, for total gross proceeds to the Company of $1,145,000, the details of which are as follows:-

The Brokered Private Placement Financing consists of 9,200,000 Units of the Company’s securities at $0.10 per Unit. Each Unit consists of one common share (“Common Share”) in the capital of the Company and one-half of one share purchase warrant (“Warrant”). Each whole Warrant is required to purchase one Common Share in the capital of the Company at $0.20 per Common Share for a period of 24 months. A 10% Finder’s Fee of $92,000 was paid in cash to the Agent and an aggregate of 920,000 broker warrants (“Broker Warrants”) were issued. Each Broker Warrant entitles the broker to acquire one Common Share in the capital of the Company at $0.10 per Common Share for a period of 24 months. All Common Shares, Warrants and Broker Warrants have been issued and had a hold period which expired on March 2, 2005, and;

The Non-Brokered Private Placement Financing consists of 2,250,000 Units of the Company’s securities at $0.10 per Unit. Each Unit consists of one common share (“Common Share”) in the capital of the Company and one-half of one warrant (“Warrant”). Each whole Warrant is required to purchase one Common Share in the capital of the Company at $0.20 per Common Share for a period of 24 months. No Finder’s Fee was paid in respect to this Financing. All Common Shares and Warrants have been issued and had a hold period which expired on March 10, 2005.

During the three month period ended March 31, 2006, a total of 357,592 stock options were exercised at prices ranging between $0.12 and $0.19 per common share for total proceeds to the Company of $64,715. 50,000 stock options exercisable at $0.19 per common share expired and no stock options were granted during the period.

During the three month period ended March 31, 2006 a total of 300,000 share purchase warrants were exercised at $0.25 per common share for total proceeds to the Company of $75,000.

The Company’s working capital at March 31, 2006, was $11,154,408 as compared to a working capital of $10,627,345 at December 31, 2005; Marketable securities at March 31, 2006, were $89,193 as compared to $379,236 at December 31, 2005; Accounts receivable at March 31, 2006, was $1,391,676 as compared to $1,801,274 at December 31, 2005; Prepaids and security deposits at March 31, 2006, were $42,930 as compared to $27,499 at December 31, 2005; Due from related parties at March 31, 2006, was $Nil as compared to $4,740 at December 31, 2005. At March 31, 2006, the Company had $9,885,486 in cash and term deposits as compared to $8,408,620 at December 31, 2005.

During the three month period ended March 31, 2006, the Company’s total assets were $13,606,499 as compared to $12,819,608 at December 31, 2005. The Company’s total liabilities were $2,452,091 as compared to $2,194,813 at December 31, 2005.

Accounts Receivable

The Company’s accounts receivable represents a significant percentage of the Company’s fiscal revenues due to the fact that the Company’s wholly owned Antiguan subsidiary, Action, has entered into Merchant Account Agreements with various internet payment processing companies that hold back 10% of the Company’s funds in trust and as a reserve for a period of 6 months on a revolving basis. This is done so that there are sufficient funds available to the internet payment processing companies should there be any charge-backs during the 6 month “Hold” period. This is the standard practice that is used in the Online Gaming Industry.

Player Deposits

Player deposits are included in the Company’s Accounts Payables, and represent funds deposited by the Players.

Software development costs

Research costs are expensed as incurred. Costs related to the development of software are expensed as incurred unless such costs meet the criteria for deferral and amortization under Canadian generally accepted accounting principles. The criteria include identifiable costs attributable to a clearly defined product, the establishment of technical feasibility, identification of a market for the software, the Company’s intent to market the software, and the existence of adequate resources to complete the project. Software development costs are amortized over an estimated useful life of five years or prorated over its expected revenue stream whichever is higher, commencing in the year when commercial sales of the products commence. Capitalized software development is evaluated in each reporting period to determine whether it continues to meet the criteria for continued deferral and amortization.

Capitalization of the Company’s Gaming Software

The types of expenses that were capitalized in 2005 and 2004 were:-


		2005	2004

Rent	Cdn$	5,910	10,857
Amortization		7,677	11,977
Insurance		444	885
Interest		803	1,903
Payroll *		964,745	571,600
Professional and Consulting fees		-	62,757

	Cdn$	979,579	659,979


*●	Does not include any Stock Based Compensation Expense
●	Does not include any Salaries for Administration
●	Does not include any Salaries for Customer Service Employees
●	Payroll is directed at technically feasible programming enhancements only

For the three month period ended March 31, 2006, the amount of $130,976 has been capitalized under software and development costs. Amortization expense of $110,799 has been applied to the costs capitalized for the three month period ended March 31, 2006.

Item 5.C - Research and development, patents and licenses

Due to the size of the Company, the Company does not have a research and development department as such, however, the Company, with its limited resources, conducts its own research and development as and when required. Furthermore, the Company does not have any patents or licenses.

Item 5.D -Trend Information

The marketplace for the Company’s business is constantly undergoing changes, is intensely competitive and is subject to changes in customer preferences. Consequently, new products are being developed continuously by the Online Gaming Industry in order to satisfy customer demands, and new and costly venues of advertising and promotion are being used by the Online Gaming Industry so as to attract new customers and retain existing ones.

Item 5.E - Off balance sheet arrangements

The Company has no off balance sheet arrangements whatsoever and the Company’s financial information and statements, including its balance sheet and statement of operations and deficit have been fairly represented in accordance with Canadian generally accepted accounting principles.

Item 5.F - Tabular disclosure of contractual obligations

The Company has no Long Term Debt Obligations, Purchase Lease Obligations or Other Long Term Liabilities reflected on the Company’s Balance Sheet. All financial figures presented herein are expressed in Canadian Dollars (Cdn $) unless otherwise specified.

Contractual Obligations

As of January 1, 2006.

Payments due by period

Total

Less than 1 Year

1-3 years

3-5 years

More than 5 years

Long Term Debt Obligations

n/a

Capital Lease Obligations (Computers)

Cdn$ 22,818

Cdn$ 20,268

Cdn$ 2,550

n/a

Purchase Lease Obligations

n/a

Operating Lease Obligations

Office Space

Mohawk Technologies to

December 31/2005

Cdn$ 192,000

US $ 240,000

Cdn$ 192,000

US $ 240,000

n/a

Other Long Term Liabilities Reflected on the Company’s Balance Sheet under the GAAP of the primary financial statements

n/a

US $ Total

US $ 240,000

Cdn $ Total

Cdn $ 214,818

Cdn $ 212,268

Cdn $ 2,550

n/a

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

Item 5.G - Safe Harbour

Special Note regarding Forward-Looking Statements

We make certain forward looking-statements in this Form 20-F within the meaning of Section 27A of the Securities Act 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, relating to our financial condition, profitability, liquidity, resources, business outlook, proposed acquisitions, market forces, corporate strategies, contractual commitments, capital requirements and other matters. The Private Securities Litigation Reform Act of 1995 provides a safe harbour for forward-looking statements. To comply with the terms of the safe harbour, we note that a variety of factors could cause our actual results and experience to differ substantially from the anticipated results or other expectations expressed in our forward-looking statements. When words and expressions such as: “believes,” “expects,” “anticipates,” “estimates,” “plans,” “intends,” “objectives, 8; “goals,” “aims,” “projects,” “forecasts,” “possible,” “seeks,” “may,” “could,” “should,” “might,” “likely,” “enable” or similar words or expressions are used in this Form 20-F, as well as statements containing phrases such as “in our view,” “there can be no assurance,” “although no assurance can be given,” or “there is no way to anticipate with certainty,” forward-looking statements are being made, these forward-looking statements speak as of the date of this Form 20-F.

The forward-looking statements are not guarantees of future performance and involve risks and uncertainties. These risks and uncertainties may affect the operation, performance, development and results of our business and could cause future outcomes to differ materially from those set forth in our forward-looking statements. These statements are based on our current beliefs as to the outcome projected or implied in the forward-looking statements. Further, some forward-looking statements are based upon assumptions of future events which may not prove to be accurate. The forward-looking statements involve risks and uncertainties including, but not limited to, the risks and uncertainties referred to in “Item 3.D. Risk Factors”, and elsewhere within the document, and in other of our filings with the

Securities and Exchange Commission.

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

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Item 6.A - Directors and Senior Management

As of May 31 2006, the name, municipality of residence and the principal occupation of the Directors and Officers of the Company are the following:


Name and municipality of residence of Director or Officer	Position	Date of Birth	Principal Occupation	Term of Office
Bedo H. Kalpakian* Richmond, BC, Canada	Chairman and Director	May 14, 1946	Chairman & CFO of Registrant; President of Bronx Ventures Inc.	Chairman: 1991 to Present Director: 1987 to Present
Jacob H. Kalpakian Vancouver, BC, Canada	President and Director	October 18, 1968	President & CEO of Registrant; Vice President of Bronx Ventures Inc.	1991 to Present
Gregory T. McFarlane,* Las Vegas, NV, USA	Director	November 13, 1968	Advertising Copywriter	1992 to Present
Neil Spellman* Carlsbad, CA, USA	Director	January 24, 1953	Senior Vice President of DB Financial Management, Inc.	2002 to Present
Penilla Klomp Richmond, BC, Canada	Corporate Secretary	August 23, 1962	Corporate Secretary of the Registrant and of Bronx Ventures Inc.	2003 to present

*Members of the Audit Committee.

Jacob H. Kalpakian is the nephew of Bedo H. Kalpakian. All Directors serve for a term of one year until the next annual general meeting or until the date of their resignation, whichever occurs first.

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

Item 6.B - Compensation

For the year ended December 31, 2005, Kalpakian Bros. of B.C. Ltd. ("Kalpakian Bros.") was paid $270,000 (December 31, 2004: $180,000) (2003: $180,000). For the three month period ended March 31, 2006, Kalpakian Bros. of B.C. Ltd. was paid $90,000. (2005:$45,000). The principals of Kalpakian Bros. are Bedo H. Kalpakian and Jacob H. Kalpakian, both Company directors and officers. Pursuant to a Management Services Agreement (the "Agreement") effective July 1, 2005, (Exhibit 10.9* - Attached) the remuneration payable to Kalpakian Bros. is $30,000 per month plus GST. Kalpakian Bros. is also entitled to reimbursement for all traveling and other expenses incurred by it in connection with performing its services. The term of the Agreement is for five years and the term automatically extends for additional one-year periods on each anniversary date of the Agreement, unless the Company, not less than 180 days prior to any such anniversary, gives written notice to Kalpakian Bros. that it does not wish to further extend the Agreement. If the Agreement is terminated by the Company other than for just cause, or is terminated by Kalpakian Bros. for good reason, then Kalpakian Bros. is entitled to be paid the annual remuneration for the unexpired term of the Agreement and is also entitled to immediate vesting of all unvested stock options. Kalpakian Bros. may terminate the Agreement on giving four months notice.

In addition, one Company officer is entitled to the use of a company-leased automobile and, certain directors of the Company are compensated for automobile expenditures. Presently there exists no plan regarding Directors' and Officers' pension, retirement or other similar benefits. Furthermore, there are no amounts set aside or accrued by the Company or its subsidiaries to provide pension, retirement or similar benefits.

The Company does not have any Stock Appreciation Rights Plans and does not have any Long Term Incentive Plans.

Pursuant to indemnity agreements dated April 1, 1993, with Bedo H. Kalpakian, Jacob H. Kalpakian and Gregory T. McFarlane (which have already been filed in previous years as Exhibits to the Form 20F) and indemnity agreements dated July 12, 2002, and May 1, 2003, with Neil Spellman and Penilla Klomp (Exhibit 10.7 - Incorporated by reference) collectively "the Directors and Officers", the Company has agreed to indemnify and save the Directors and Officers, their heirs and personal representatives harmless from and against all costs, charges and expenses arising out of their association with the Company. These costs, charges and expenses include any amounts paid to settle an action or to satisfy a judgement brought or found against the Directors and Officers and any amounts paid to settle an administrative action or proceeding providing the indemnified party has acted in good faith and in the best interests of the Company. To date the Compa ny has not made any payments whatsoever under the Indemnity Agreements.

During the twelve month period ended December 31, 2005, and up to and until the date of this report (May 31, 2006) a total of 330,000 incentive stock options were exercised by two Directors and one Officer of the Company for total proceeds to the Company of $52,800.

Incentive stock options held by the Company’s Directors and Officers, as of May 31, 2006, are as follows:

Name

Date of Grant

Securities Under Options Granted (#)

Exercise or Base Price ($/Security)

Expiration Date

Bedo H. Kalpakian

November 3, 2004

2,275,000

0.16

November 3, 2006

Jacob H. Kalpakian

November 3, 2004

2,185,000

0.16

November 3, 2006

Gregory T. McFarlane

November 3, 2004

75,000

0.16

November 3, 2006

Neil Spellman

November 3, 2004

200,000

0.16

November 3, 2006

Penilla Klomp

November 3, 2004

110,000

0.16

November 3, 2006

Total

4,845,000

# One option is required to purchase one common share.

Item 6.C - Board Practices

6.C.1. Directors’ Terms of Service

Each Director of the Company is elected annually and holds office until the next Annual General Meeting of Shareholders, or until his successor is duly elected, or until his resignation as a Director. Bedo H. Kalpakian has served as a Director of the Company since 1987. Jacob H. Kalpakian has served as a Director since 1991. Gregory T. McFarlane has served as a Director since 1992. Neil Spellman has served as a Director since 2002.

6.C.2. Details of Directors’ service contracts with the Company or any of its subsidiaries are as follows:

The Company has paid Kalpakian Bros. of B.C. Ltd. (“Kalpakian Bros.”) a total remuneration of $270,000 for the year ended December 31, 2005 (2004: $180,000; 2003: $180,000). The principals of Kalpakian Bros. are Bedo H. Kalpakian and Jacob H. Kalpakian, both Company Directors and Officers. Pursuant to a Management Services Agreement (the "Agreement") effective July 1, 2005, the remuneration payable to Kalpakian Bros. is $30,000 per month plus GST. Kalpakian Bros. is also entitled to reimbursement for all traveling and other expenses incurred by it in connection with performing its services. The term of the Agreement is for five years and the term automatically extends for additional one-year periods on each anniversary date of the Agreement, unless the Company, not less than 180 days prior to any such anniversary, gives written notice to Kalpakian Bros. that it does not wish to further extend the Agreement. If the Agreement is terminated by the Company other than for just cause, or is terminated by

Kalpakian Bros. for good reason, then Kalpakian Bros. is entitled to be paid the annual remuneration for the unexpired term of the Agreement and is also entitled to immediate vesting of all unvested stock options. Kalpakian Bros. may terminate the Agreement on giving four months notice. (Exhibit 10.9* – Attached).

The Company pays a monthly director’s fee of Cdn $700 to the director of Action Poker Gaming Inc.

6.C.3. Details relating to the company’s audit committee and remuneration committee

All Directors are elected annually by the Company’s shareholders to act as Directors of the Company for a term of one year. The Company’s audit committee is appointed on an annual basis by the Company’s Directors. The Company’s present audit committee consists of the following Directors; Bedo H. Kalpakian, Gregory T. McFarlane and Neil Spellman. The majority of the members of the audit committee must be made up of directors who are not officers of the Company. The audit committee is also responsible for monitoring compliance to the Company’s Code of Ethics (Exhibit 14.1 – Incorporated by reference or see Item 16.B herein).

Pursuant to Canadian National Policy (52-110) with respect to Audit Committee Disclosure, the charter of the Company’s Audit Committee and other related information required to be disclosed have been disclosed in the Company’s Annual Information Circular with respect to the Company’s upcoming Annual & Special Shareholder’s meeting which is scheduled to take place on June 30, 2006. The Information Circular (Exhibit 20.3 – Incorporated by reference) includes the Company’s Audit Committee Disclosure under Form 52-110F2.

The Company does not have a remuneration committee or an executive committee largely due to its size.

Item 6.D - Employees

The Company’s Canadian Head Office currently employs 39 people (December 31, 2005: 36) consisting of staff and management. During the year ended December 31, 2005, the Company expanded its work force, and during the year ended December 31, 2005, the Company caused to incorporate a wholly owned subsidiary in Cyprus, APG Enterprises Limited (“APG Cyprus”) which established an office in Limassol, Cyprus. Currently, APG Cyprus employs 35 people (December 31, 2005: 30). In addition, the Company caused to incorporate during the year ended December 31, 2005, APG Enterprises, an Armenian Corporation (“APG Armenia”). APG Armenia currently employs 12 people (December 31, 2005: 11) and is providing technical and administrative support to APG Cyprus.

The Company’s employees are not represented by a union or other collective bargaining organization and the Company has never experienced a work stoppage by its employees. The Company believes that its employee relations are good.

Item 6.E - Share Ownership

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

Name of Director/Officer and

Municipality of Residence

Number of Issued Capital

Percentage of the Total Issued Share Capital*

Bedo H. Kalpakian, Richmond, British Columbia, Canada

269,204

4,748,069.5

direct⁽¹⁾

indirect⁽²⁾

5.01 %

Jacob H. Kalpakian, Vancouver, British Columbia, Canada

853,577

4,748,069.5

2,540

direct⁽¹⁾

indirect⁽²⁾

indirect⁽³⁾

5.60%

Gregory T. McFarlane, Las Vegas, Nevada, USA

513

direct⁽¹⁾

0.0005127%

Neil Spellman, Carlsbad,

California, USA

415,000

direct⁽¹⁾

0.41%

Penilla Klomp, Richmond, British Columbia, Canada

36,500

direct⁽¹⁾

0.0365%

* Based on 100,041,270 issued and outstanding common shares as of May 31, 2006.

(1)

Common shares beneficially owned by Directors and Officers (directly) are based on information furnished to the Company by the Directors and Officers.

(2)

Represents 50% of 9,496,139 common shares beneficially owned by Directors and Officers (indirectly) or over which control or direction is exercised is based on information furnished to the Company by the Directors and Officers and which comprises:- 922,633 common shares which are held by Kalpakian Bros. of B.C. Ltd., a private company of which Bedo H. Kalpakian and Jacob H. Kalpakian are the principal shareholders and 8,573,506 shares which are held by Bronx Ventures Inc., a public company of which Bedo H. Kalpakian and Jacob H. Kalpakian are directors and officers.

(3)

2,540 are held by the director’s mother.

6.E.(2) Stock Options for Employees

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

At the Annual & Special General Meeting of the Company’s shareholders which was held on June 30, 2005, (Exhibit 20.3 – Incorporated by reference) the shareholders approved the Audited Consolidated Financial Statements for the year ended December 31, 2004 and the Auditor’s report thereon; fixed the number of Directors for the ensuing year at four; elected Bedo H. Kalpakian, Jacob H. Kalpakian, Neil Spellman and Gregory T. McFarlane as Directors of the Company; re-appointed the Company’s Auditor, Smythe Ratcliffe, Chartered Accountants, for the ensuing year and authorized the Directors to fix the remuneration to be paid to the Auditor. The shareholders also approved: (a) the deletion of the pre-existing Company Provisions in the Notice of Articles of the Company and in substitution, the adoption of a new form of Articles for the Company pursuant to The Business Corporations Act (British Columbia) (Exhibit 3.2* – Attached); (b) the increase of the Company’s authorized share capital to an unlimited number of common shares and an unlimited number of preferred shares, issuable in series, in each case without nominal or par value; and (c) the amendment to the Company’s 2004 Stock Option Plan by increasing the maximum number of common shares which may be reserved for issuance pursuant to the Stock Option Plan to 15,866,936 common shares (the “Company’s Amended 2004 Stock Option Plan”) (Exhibit 10.13* - Attached).

As of May 31, 2006, the following incentive stock options to purchase common shares in the capital of the Company were held by employees and consultants of the Company:


Agreement Date	Optionees	Number of Common shares	Exercise price per Share $	Expiry Date
Employees
June 9, 2004	Employees (1)	22,500	0.18	June 9, 2006
June 23, 2004	Employees (1)	20,000	0.19	June 23, 2006
July 8, 2004	Employees (1)	37,500	0.18	July 8, 2006
September 15, 2004	Employees (2)	65,000	0.18	September 15, 2006
October 28, 2004	Employees (2)	350,000	0.12	October 28, 2006
October 28, 2004	Employees (18)	510,000	0.12	April 28, 2007
November 2, 2004	Employees (1)	100,000	0.16	May 2, 2007
November 18, 2004	Employees (1)	50,000	0.17	May 18, 2007
November 22, 2004	Employees (1)	50,000	0.17	May 22, 2007
December 1, 2004	Employees (1)	50,000	0.20	June 1, 2007
January 17, 2005	Employees (3)	120,000	0.20	January 17, 2007
May 16, 2005	Employees (1)	50,000	0.46	May 16, 2007
July 5, 2005	Employees (8)	430,000	0.46	July5, 2007
August 2, 2005	Employees (1)	50,000	0.46	August 2, 2007
September 13, 2005	Employees (2)	100,000	0.38	September 13, 2007
November 3, 2005	Employees (1)	25,000	0.29	November 3, 2007
December 27, 2005	Employees (1)	50,000	0.38	December 27, 2007
May 8, 2006	Employees (1)	30,000	0.25	May 8, 2008
May 15, 2006	Employees (1)	30,000	0.25	May 15, 2008

Consultants
October 28, 2004	Consultant (2)	950,000	0.12	April 28, 2007
November 2, 2004	Consultants (1)	800,000	0.16	May 2, 2007
January 17, 2005	Consultants (2)	250,000	0.20	January 17, 2007
February 8, 2005	Consultants (1)	128,000	0.25	February 8, 2007
March 7, 2005	Consultants (2)	387,000	0.44	March 7, 2007

	Total:	4,655,000

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Item 7.A - Major shareholders

7.A.1. As of May 31, 2006, the following persons or corporations beneficially owned, directly or indirectly, or exercised control over shares carrying more than 5% of the issued and outstanding shares of the Company:


Name of Shareholder and Municipality	Number of Issued Capital	Percentage of the Total Issued Share Capital*
CDS & Co., Toronto, Ontario, Canada**	86,400,554	86.36%
Bedo Kalpakian and Jacob Kalpakian***	10,621,460	10.62%

Based on 100,041,270 issued and outstanding common shares as of May 31, 2006.

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

*** Of these shares, 269,204 common shares are held by Bedo H. Kalpakian directly, 853,577 common shares are held by Jacob H. Kalpakian directly, 922,633 common shares are held by Kalpakian Bros. of B.C. Ltd., a private company of which Bedo H. Kalpakian and Jacob H. Kalpakian are the principal shareholders, 2,540 common shares are held by the mother or Jacob H. Kalpakian and 8,573,506 common shares are owned by Bronx Ventures Inc., a public company of which Bedo H. Kalpakian and Jacob H. Kalpakian are directors and officers.

As of May 31, 2005, the following persons or corporations beneficially owned, directly or indirectly, or exercised control over shares carrying more than 5% of the issued and outstanding shares of the Company:

Name of Shareholder and Municipality

Number of

Issued Capital

Percentage of the Total Issued Share Capital*

CDS & Co., Toronto, Ontario, Canada**

70,947,462

89.43%

Based on 79,334,678 issued and outstanding common shares as of May 31, 2005.

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

7.A.1(b). The following discloses the percentage change in ownership held by any major shareholders during the past 2 (two) years. The current year is stated above in item 7.A.1.

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


Name of Shareholder and Municipality	Number of Issued Capital	Percentage of the Total Issued Share Capital*
CDS & Co., Toronto, Ontario, Canada**	45,788,554	80.73%
Bronx Ventures Inc. (formerly Lucky 1 Enterprises. Inc.), Vancouver, B.C. Canada	4,000,000	7.05%

Based on 56,714,020 issued and outstanding common shares as of May 31, 2004.

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

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

7.A.2. As of December 31, 2005, the Company had 92,514,678 issued and outstanding common shares. The portion of outstanding securities of the Company held in the United States and the number of recorded holders thereof was 4,145,044 and 38 respectively.

7.A.3. To the best of the Company’s knowledge, the Company is not controlled directly or indirectly by another corporation or by any foreign government or by any other natural or legal person severally or jointly.

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

Item 7.B - Related Party Transactions

The Company entered into a licensing agreement on November 4, 2002, with Bronx Ventures Inc. (formerly Lucky 1 Enterprises Inc.) [“Bronx”], a related party, for the joint development of certain on-line gaming software consisting of three card games; Pan, Big 2, and Chinese Poker (the “three card games Software”) (Exhibit 10.8 – Incorporated by reference) In respect to this transaction, the Company received the approval of the TSX Venture Exchange on November 21, 2002. The three card games Software is equally owned by the Company and Bronx. The Company is the operator of the three card games Software. The Company receives 60% and Bronx receives 40% of all revenues that are generated from the operation of the three card games Software.

The Company’s 60% share of revenues from the three card games Software for the year ended December 31 2005 was $727,206 as compared to $438,560 for the year ended December 31, 2004 (2003:$151,425).

The Company has paid to Bronx $484,804 representing 40% of revenues generated from the three card games Software for the year ended December 31, 2005 as compared to $292,372 for the year ended December 31, 2004. (2003:$100,951).

The Company’s 60% share of revenues from the three card games software for the three month period ended March 31, 2006 was $219,456 (2005: $153,540; 2004: $56,412).

The Company has paid to Bronx $146,304 representing 40% of revenues generated from the three card games software for the three month period ended March 31, 2006 (2005: $102,360; (2004: $37,608).

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

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

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

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

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

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

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

It is anticipated that this transaction shall provide the Company with an additional revenue stream.

For the year ended December 31, 2005, Kalpakian Bros. of B.C. Ltd. ("Kalpakian Bros.") was paid $270,000 (2004: $180,000; 2003: $180,000). The principals of Kalpakian Bros. are Bedo H. Kalpakian and Jacob H. Kalpakian, both Company directors and officers. Pursuant to a Management Services Agreement (the "Agreement") effective July 1, 2005 (Exhibit 10.9* - Attached) the remuneration payable to Kalpakian Bros. is $30,000 per month plus GST. Kalpakian Bros. is also entitled to reimbursement for all traveling and other expenses incurred by it in connection with performing its services. The term of the Agreement is for five years and the term automatically extends for additional one-year periods on each anniversary date of the Agreement, unless the Company, not less than 180 days prior to any such anniversary, gives written notice to Kalpakian Bros. that it does not wish to further extend the Agreement. If the Agreement is termi nated by the Company other than for just cause, or is terminated by Kalpakian Bros. for good

reason, then Kalpakian Bros. is entitled to be paid the annual remuneration for the unexpired term of the Agreement and is also entitled to immediate vesting of all unvested stock options. Kalpakian Bros. may terminate the Agreement on giving four months notice. For the three month period ended March 31, 2006, Kalpakian Bros. of B.C. Ltd. was paid $90,000 (2005: $45,000; 2004: $45,000).

As of January 1, 2005, the Company and Bronx no longer have any related party transactions with regards to Office expenses, Loans, Benefits and Rent. Bronx invoices the Company, on a monthly basis, for a portion of salaries paid by Bronx. The Company invoices Bronx, on a monthly basis, for a portion of the Rent and Office expenses incurred by the Company.

The company shares office premises with Bronx, a related company. Bronx invoices the Company, on a monthly basis, for a portion of salaries paid by Bronx. The Company invoices Bronx, on a monthly basis, for a portion of the Rent and Office expenses incurred by the Company. Due to/from related parties is comprised of:

(i)

rent received from Bronx for shared offices in the amount of $6,000 (2004: $6,032; 2003: $7,090);

(ii)

reimbursed Bronx for payroll in the amount of $205,608 (2004: $185,450; 2003: $155,796);

(iii)

reimbursed Bronx for other office expenses in the amount of $1,455 (2004: $14,139; 2003: $29,629); and

(iv)

interest was charged for funds loaned to the Company by Bronx in the amount of $0 (2004: $378; 2003: $1,387).

Related party transactions are measured at the exchange amount and comprised of the following:

(v)

interest paid to directors in the amount of $0 (2004: $2,419; 2003: $3,433);

(vi)

management fees paid to a company related by common management and directors in the amount of $270,000 (2004: $180,000; 2003: $180,000);

(vii)

interest income received from Bronx for loans in the amount of $0 (2004: $513; 2003: $1,740); and

(viii)

the Company paid $484,804 (2004: $292,372; 2003: $100,951) to Bronx for its share of revenues generated from its investment in the “3” card games software.

During the year ended December 31, 2004, the Company entered into Non-Brokered Private Placement Financing Agreements with Bronx, a related company. The Company has issued to Bronx a total of 4,000,000 common shares of the Company at $0.30 and $0.32 per common share for total net proceeds to the Company of $1,225,000. These shares were restricted from trading until June 20, 2004.

During the year ended December 31, 2004, 2 directors of the Company participated in the Company’s Non-Brokered Private Placement financing dated October 25, 2004, by purchasing an aggregate of 300,000 units at $0.10 per unit. (For details, please see Item 5.b; Liquidity and Capital Resources)

On January 7, 2005, Bronx acquired for investment purposes, 1,250,000 units of the Company at a price of $0.20 per unit. Each unit consists of one common share and one-half of one warrant. One whole warrant is required to purchase one common share at $0.25 per share expiring on January 7, 2007. Subsequent to the year ended December 31, 2005, Bronx exercised 300,000 share purchase warrants at $0.25 per common share to acquire 300,000 common shares of Las Vegas for total proceeds to the Company of $75,000. In the future, Bronx may either increase or decrease its investment in the Company.

LVFH is related to the following companies by common management and/or Directors and/or Officers:

Bronx Ventures Inc. (“Bronx”) [formerly known as Lucky 1 Enterprises Inc.], a public company the shares of which are quoted for trading in the U.S.A. on the OTC Bulletin Board.

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

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

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

Touchdown Capital Inc. (“Touchdown”) a private company incorporated under the laws of British Columbia, of which Jacob H. Kalpakian, Bedo H. Kalpakian and Neil Spellman are directors and principal shareholders.

Item 7.C. Interests of Experts and counsel

Not Applicable

ITEM 8. FINANCIAL INFORMATION

Item 8.A. Consolidated Statements and Other Financial Information

The Company’s Audited Consolidated Financial Statements for the year ended December 31, 2005, 2004 and 2003, are included in Item 17 of this report.

Item 8.A. 7. Legal Proceedings

The Company's corporate legal counsel is Anfield, Sujir, Kennedy & Durno, Barristers and Solicitors, Attn: Michael Kennedy, 1600 – 609 Granville Street, Vancouver, BC, Canada V7Y 1C5 [telefax number: (604) 669-3877].

During the year ended December 31, 2004, the Company was involved in a lawsuit with an arm’s length third party (“Third Party”) for patent infringement. Even though Management of the Company was of the opinion that the lawsuit was frivolous and of no merit, nevertheless Management decided that it would be more prudent and cost effective to have an amicable out-of-court settlement. The Company reached an out-of-court settlement, by entering into a License and Settlement Agreement dated February 17, 2005, (the “License and Settlement Agreement”) (Exhibit 10.1- Incorporated by reference) whereby the Company had agreed to pay to the Third Party a series of royalty payments, not to exceed the sum of US$200,000, which were payable as follows:

(a)

Four equal instalments of US$25,000 until November 2, 2005;,

(b)

Quarterly payments of US$10,000 for every US$1,000,000 of Las Vegas’ cumulative rake income commencing January 1, 2005, for up to US$5,000,000 of Las Vegas’ cumulative rake revenues; and,

(c)

A single payment of US$50,000 for the first subsequent US$5,000,000 of Las Vegas’ cumulative rake revenues after the above mentioned US$5,000,000 would have been reached.

On May 6^th, 2005, the Company and the Third Party entered into a Modification to “License & Settlement Agreement dated February 17, 2005” (Exhibit 10.2 - Incorporated by reference) whereby the Company paid one final payment of US$90,000 as full and final settlement, and complete release of all the Company’s royalty obligations. As a result, the Company recorded a gain of Cdn $97,382 in its statement of operations and deficit for the year ended December 31, 2005.

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

Dividends

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

Item 8.B. Significant Changes.

As of December 31, 2005, and up until May 31, 2006, there were no significant changes in the affairs of the Company except for the following:-

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

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

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

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

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

It is anticipated that this transaction shall provide the Company with an additional revenue stream.

ITEM 9. THE OFFER AND LISTING

Item 9.A. (4) Listing Details

The common shares of the Company were listed on the Vancouver Stock Exchange, British Columbia, on September 15, 1983. Effective on November 29, 1999, the Vancouver Stock Exchange became known as the Canadian Venture Exchange (“CDNX”) as a result of the merger between the Vancouver Stock Exchange and the Alberta Stock Exchange. During 2002, the CDNX changed its name to the TSX Venture Exchange (referred to as “TSX Venture”) pursuant to the Toronto Stock Exchange’s acquisition of the CDNX. The following table sets forth the market price (Canadian dollar), range and trading volume of the common shares on the TSX Venture for the periods indicated. The current trading symbol of the Company's common shares listed on the TSX Venture is "LVH". The closing market price on May 31, 2006 was Canadian $0.28 per common share on the TSX Venture.

TSX Venture Exchange (“TSX Venture”)

(formerly known as the Canadian Venture Exchange)

Trading Range (Canadian $)


Five Most Recent Financial Years	High $	Low $	Volume
2001	0.39	0.11	17,349,284
2002	0.20	0.04	9,597,550
2003	0.495	0.01	50,031,230
2004	0.40	0.09	56,935,312
2005	0.83	0.235	130,789,270

TSX Venture Exchange – (Canadian)


Two Most Recent Financial Years
Year 2004	High $	Low $	Volume
Jan 1 – Mar 31	0.40	0.215	18,876,729
Apr 1 – Jun 30	0.305	0.155	10,932,024
Jul 1 – Sep 30	0.22	0.09	10,138,960
Oct 1 – Dec 31	0.285	0.125	16,987,599
Year 2005	High $	Low $	Volume
Jan 1 – Mar 31	0.68	0.235	38,836,100
Apr 1 – Jun 30	0.83	0.51	48,401,700
Jul 1 – Sep 30	0.63	0.36	29,229,070
Oct 1 – Dec 31	0.45	0.335	14,322,400
Year 2006	High $	Low $	Volume
Jan 1 – Mar 31	0.435	0.27	13,935,850
Six Most Recent Months	High $	Low $	Volume
December 2005	0.42	0.335	5,181,100
January 2006	0.435	0.365	4,418,590
February 2006	0.39	0.325	4,001,772
March 2006	0.375	0.27	5,515,488
April 2006	0.375	0.295	3,810,569
May 2006	0.35	0.23	11,060,197

Effective July, 1999 the Company’s common shares commenced trading in the U.S.A. on the OTC Bulletin Board under the symbol "LVFHF". The following table sets forth the market price (US$), range and trading volumes of the common shares of the Company on the OTC Bulletin Board for the periods indicated:-

OTC Bulletin Board Trading Range (US $)


Five Most Recent Financial Years	High $	Low $	Volume
2001	0.25	0.06	828,000
2002	0.15	0.02	2,224,700
2003	0.37	0.02	4,964,163
2004	0.30	0.075	2,048,186
2005	0.685	0.17	8,986,600


Two Most Recent Financial Years
Year 2004	High $	Low $	Volume
Jan 1 – Mar 31	0.30	0.17	1,173,400
Apr 1 – Jun 30	0.23	0.11	321,100
Jul 1 – Sep 30	0.18	0.075	235,486
Oct 1 – Dec 31	0.44	0.10	318,200
Year 2005	High $	Low $	Volume
Jan 1 – Mar 31	0.55	0.17	4,672,700
Apr 1 – Jun 30	0.685	0.42	2,160,100
Jul 1 – Sep 30	0.53	0.31	1,294,300
Oct 1 – Dec 31	0.44	0.30	859,500
Year 2006	High $	Low $	Volume
Jan 1 – Mar 31
Six Most Recent Months	High $	Low $	Volume
December 2005
January 2006	0.41	0.30	624,800
February 2006	0.33	0.265	121,043
March 2006	0.30	0.249	143,396
April 2006	0.335	0.273	185,520
May 2006	0.30	0.21	187,195

Effective September 1, 2000, the Company’s common shares were listed for trading on the Third Market Segment of the Berlin Stock Exchange under the symbol "LVH". The following table sets forth the market price (Euro €), range and trading volumes of the common shares of the Company on the Berlin Stock Exchange for the periods indicated:-

Berlin Stock Exchange (Third Market Segment)– (Euro €)


Two Most Recent Financial Years
Year 2004	High€	Low €	Volume
Jan 1 – Mar 31	0,24	0,13	0
Apr 1 – Jun 30	0,18	0,08	0
Jul 1 – Sep 30	0,1	0,051	0
Oct 1 – Dec 31	0,15	0,069	0
Year 2005	High€	Low €	Volume
Jan 1 – Mar 31	0,36	0,11	8,000
Apr 1 – Jun 30	0,5	0,31	703,320
Jul 1 – Sep 30	0,43	0,24	233,400
Oct 1 – Dec 31	0,34	0,22	30,000
Year 2006	High€	Low €	Volume
Jan 1 – Mar 31	0,27	0,19	0
Six Most Recent Months	High€	Low €	Volume
December 2005	0,27	0,23	0
January 2006	0,27	0,23	0
February 2006	0,26	0,21	0
March 2006	0,25	0,19	0
April 2006	0,26	0,191	6,000
May 2006	0,221	0,148	16,800

Effective February 27, 2006, the Company’s common shares were listed for trading on the Frankfurt Stock Exchange under the symbol "LVH". The following table sets forth the market price (Euro €), range and trading volumes of the common shares of the Company on the Frankfurt Stock Exchange for the periods indicated:-

Frankfurt Stock Exchange – (Euro €)


Six Most Recent Months	High€	Low €	Volume
February 2006	0,31	0,24	27,000
March 2006	0,192	0,28	66,500
April 2006	0,21	0,26	239,900
May 2006	0,159	0,22	734,535

Item 9.C. Markets

Effective July, 1999 the Company’s common shares commenced trading in the U.S.A. on the OTC Bulletin Board under the symbol "LVFHF".

Effective September 1, 2000, the Company’s common shares were listed for trading on the Third Market Segment of the Berlin Stock Exchange in Germany. The trading symbol for the Company’s common shares is “LVH”, and the German Securities Code is WKN 935277, (ISIN Number CA 517 672 1010).

Effective February 27, 2006, the Company’s common shares were listed for trading on the Frankfurt Stock Exchange in Germany. The trading symbol for the Company’s common shares is “LVH”, and the German Securities Code is WKN 935277, (ISIN Number CA 517 672 1010)

ITEM 10. ADDITIONAL INFORMATION

Item 10.A.1. Share Capital.

The authorized capital of the Company consists of an unlimited number of common and preferred shares without par value of which 100,041,270 common shares are issued and outstanding as of May 31, 2006. There are no preferred shares outstanding.

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

Capital Stock

Unlimited number of common shares without nominal or par value

Unlimited number of preferred shares without nominal or par value

Outstanding Share Data

No. of Common Shares

No. of Preferred Shares

Exercise

($) Price per common share

Expiry Dates

Issued and Outstanding

as at May 31, 2006

**100,041,270

Nil

N/A

Stock Options

9,500,000

Nil

$0.12 to 0.46

Jun 9/06 to

Dec 27/07

Brokers’ Warrants

90,000

Nil

$0.10

Oct 31/06

Warrants

*12,582,750

Nil

$0.20 to $1.00

Oct 31/06 to

May 13/07

842,771 Compensation

Warrants to acquire

Units Consisting of:

common shares

842,771

Nil

$0.65

May 13/07

share purchase

Warrants

421,386

Nil

$1.00

May 13/07

Fully Diluted as at

May 31, 2006

123,478,177

Nil

N/A

*Of which 6,242,750 warrants commenced trading on the TSX Venture Exchange under the trading symbol "LVH.WT” effective at the opening on September 14, 2005. Each warrant entitles the holder to purchase one common share at a price of $1.00 per share and will expire on May 13, 2007.

**Of which 6,670,000 common shares have a hold period expiring on May 1, 2007. (see Item 8.B. Significant Changes – Purchase & Novation Agreement)

Item 10.A.4. Warrants

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


		Weighted
		Average
	Number	Exercise
	of Warrants	Price

Balance, December 31, 2003	1,688,000	$ 0.70
Granted	6,645,000	$ 0.19
Expired	(1,688,000)	$ 0.70

Balance, December 31, 2004		$ 0.19
Granted	8,742,750	$ 0.82
Exercised	(2,430,000)	$ 0.19

Balance, December 31, 2005		$ 0.59

At December 31, 2005 and 2004, the following warrants are exercisable and outstanding. Each warrant entitles the holder to purchase one common share of the Company at the exercise price per common share with the following expiry dates:


	Exercise	Number of Warrants
Expiry Date	Price	2005	2004

October 31, 2006	$ 0.20	3,775,000	4,600,000
October 31, 2006	$ 0.10	90,000	920,000
November 8, 2006	$ 0.20	850,000	1,125,000
January 7, 2007	$ 0.25	2,000,000	0
May 13, 2007	$ 1.00	6,242,750	0

Total warrants outstanding and
Exercisable	$ 0.10 to $ 1.00	12,957,750

The following summarizes warrants that have been issued, exercised or have expired during the three month period ended March 31, 2006. All of the warrants have been issued in connection with the sale of common shares of the company, unless otherwise stated:


Warrants	Number of Warrants	Exercise Price $

Balance beginning of period	12,957,750	0.10 to 1.00

Warrants exercised	(300,000)	0.25
Warrants issued	-	n/a
Warrants expired	-	n/a

Balance end of period	*12,657,750	0.10 to 1.00

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

Item 10.A.5. Stock Options

From time to time the Company grants stock options to employees, consultants and directors pursuant to the rules and regulations of the TSX Venture Exchange (“TSX Venture”).

During 2002, the Company adopted an incentive stock option plan (the “2002 Plan”) under which the Company may issue 3,810,349 stock options to acquire common shares in the capital of the Company as an incentive to officers, directors, employees, management company employees and consultants who can contribute to the success of the Company. The 2002 Plan has received TSX Venture approval. In addition to the 2002 Plan, the Company’s shareholders adopted and approved the Company’s 2003 Stock Option Plan (the “2003 Plan”) (Exhibit 10.10 - Incorporated by reference) under which the Company may reserve up to 10% of its issued and outstanding capital stock for issuance under the Company’s stock option plan on a “rolling” basis, meaning the 10% limit is calculated from time to time whenever an option is granted and is based on the number of the then issued and outstanding common shares. The 2003 Plan has received TSX Ve nture approval.

During 2004, the Company’s shareholders adopted and approved the Company’s 2004 Stock Option Plan (the “2004 Plan”) that replaces the Company’s aforementioned 2002 and 2003 Stock Option Plans. The 2004 Plan, which has received the approval of the TSX, reserved 11,290,154 common shares for issuance representing 20% of the Company’s issued and outstanding common shares on April 12, 2004. At the Annual and Special General Meeting of the Company’s shareholders, which was held on June 30, 2005, the shareholders approved the amendment to the Company’s 2004 Plan by increasing the maximum number of common shares that may be reserved for issuance pursuant to the Stock Option Plan to 15,866,936 common shares (the “Company’s Amended 2004 Stock Option Plan”) (See Exhibit 10.13* - Attached). Pursuant to the Company’s Amended 2004 Stock Option Plan that has received TSX approval, the Company grants stock options to employees, directors, officers and consultants. During the year ended December 31, 2005, the Company issued 2,740,500 common shares of the Company to directors, employees and consultants as a result of exercising stock options at prices ranging from $0.12 to $0.20 per common share for total proceeds to the Company of $463,360.

The following summarizes the officer, director, employee and consultant stock options that have been granted, exercised, cancelled and expired during the years ended December 31, 2005 and 2004. The options vest 25% on grant and thereafter 25% every six months.


	Number	Weighted Average
	of Options	Exercise Price

Balance, December 31, 2003		$ 0.18
Options granted	13,310,000	$ 0.16
Options cancelled	(381,250)	$ 0.18
Options exercised	(2,375,408)	$ 0.18
Options expired	(2,326,099)	$ 0.19

Balance, December 31, 2004		$ 0.16
Options granted	1,825,000	$ 0.35
Options cancelled	0	N/A
Options exercised	(2,740,500)	$ 0.17
Options expired	(278,500)	$ 0.21

Balance, December 31, 2005		$ 0.19

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


	Exercise	Number of Options
Expiry Date	Price	2005	2004

February 4, 2005	$ 0.19	0	565,000
February 4, 2006	$ 0.19	236,842	361,842
March 23, 2006	$ 0.15	0	25,000
June 9, 2006	$ 0.18	171,250	246,250
June 23, 2006	$ 0.13	20,000	50,000
July 7, 2006	$ 0.16	0	50,000
July 8, 2006	$ 0.18	37,500	37,500
July 13, 2006	$ 0.18	0	50,000
September 15, 2006	$ 0.18	65,000	70,000
October 28, 2006	$ 0.12	350,000	500,000
November 3, 2006	$ 0.16	4,885,000	5,200,000
March 12, 2007	$ 0.18	0	120,000
March 12, 2007	$ 0.18	0	880,000
April 28, 2007	$ 0.12	1,566,000	1,960,000
May 2, 2007	$ 0.16	900,000	900,000
May 18, 2007	$ 0.17	50,000	50,000
May 22, 2007	$ 0.17	50,000	50,000
June 1, 2007	$ 0.20	50,000	50,000
January 17, 2007	$ 0.20	370,000	0
February 8, 2007	$ 0.25	128,000	0
March 7, 2007	$ 0.44	387,000	0
May 16, 2007	$ 0.46	50,000	0
July 5, 2007	$ 0.46	430,000	0
August 2, 2007	$ 0.46	50,000	0
September 13, 2007	$ 0.38	100,000	0
November 3, 2007	$ 0.29	25,000	0
December 27, 2007	$ 0.38	50,000	0

Total stock options outstanding

Total stock options exercisable		7,220,405	2,812,648

The following summarizes the employees’, directors’, officers’ and consultants’ stock options that have been granted, exercised, or have expired during the three month period ended March 31, 2006:


Stock Options	Number of Stock Options	Exercise Price $

Balance beginning of period	9,971,592	0.12 to 0.46

Options granted	0	n/a
Options exercised	(357,592)	0.12 to 0.19
Options expired	(50,000)	0.19

Balance end of period	9,564,000	0.12 to 0.46

Item 10.A.6. History of Share Capital

There are no special voting rights attached to any of the Company’s issued and outstanding common shares which were all issued for cash or in the case of Finder’s Fees, or agent’s warrants or member sponsorship fees or broker’s compensation warrants for services rendered.

CAPITAL STOCK

At the Annual and Special General Meeting of the Company’s shareholders, which was held on June 30, 2005, the shareholders approved the deletion of the pre-existing Company Provisions in the Notice of Articles of the Company and, in substitution, the shareholders approved the adoption of a new form of Articles for the Company pursuant to The Business Corporations Act (British Columbia)(Exhibit 3.2* – Attached). Furthermore, the shareholders approved the increase of the Company’s authorized capital stock to an unlimited number of common shares and an unlimited number of preferred shares, issuable in series, in each case without nominal or par value.

Authorized:

Preferred shares without par value – unlimited (none issued)

Common shares without par value – unlimited

The numbers of shares issued are as follows:


	Number				Contributed
Common shares	of Shares	Amount			Surplus

Balance, December 31, 2002	38,103,486	$	12,400,607	$	26,232
Exercise of stock options for cash	1,929,814		199,785
Reclassification of contributed
surplus on exercise of options	0		175,392		(175,392)
Private placements
Net proceeds	11,999,970		1,569,996		0
Stock-based compensation	0		0		528,457

Balance, December 31, 2003	52,033,270		14,345,780		379,297
Exercise of stock options for cash	2,375,408		424,318		0
Reclassification of contributed
surplus on exercise of options	0		251,003		(251,003)
Private placements
Net proceeds	15,450,000		2,278,000
Stock-based compensation	0		0		2,323,004

Balance, December 31, 2004	69,858,678		17,299,101		2,451,298
Exercise of stock options for cash	2,740,500		463,360		0
Exercise of warrants for cash	2,430,000		428,000
Reclassification of contributed
surplus on exercise of options	0		474,343		(474,343)
Private placements
Net proceeds	17,485,500		8,432,031		0
Stock-based compensation	0		0		329,399

Balance, December 31, 2005	92,514,678	$	27,096,835	$	2,306,354

Item 10.B. Memorandum and Articles of Association. This information has been reported previously. [Exhibit 3.1 - Incorporated by reference and Exhibit 3.2* – Attached.]

Item 10.C. Material Contracts

The Company entered into a licensing agreement on November 4, 2002, with Bronx, a related party, for the joint development of certain on-line gaming software consisting of three card games; Pan, Big 2, and Chinese Poker, (the “three card games software”) (Exhibit 10.8 – Incorporated by reference). In respect to this transaction, the Company received the approval of the TSX Venture Exchange on November 21, 2002.

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

Item 10.D. Exchange Controls

(a)

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

(b)

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

Item 10.E. Taxation

General

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

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

The following does not address consequences peculiar to any holder subject to special provision of Canadian or U.S. income tax law. Therefore, prospective holders are urged to consult their own tax advisors with respect to the tax consequences of an investment in the common shares of Las Vegas From Home.com Entertainment Inc.

CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

Dividends on Common Stock

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

Exemptions from Withholding Tax

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

Dispositions of Common Stock

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

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

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

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

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

The Convention gives protection to United States residents from Canadian tax on certain gains derived from the alienation of property. There is no protection for a gain on a disposition of shares the value of which is derived principally from real property in Canada. Protection under the Convention will be available as long as the Registrant remains a Canadian public corporation or its shares continue to be listed on a prescribed stock exchange.

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

U.S. FEDERAL INCOME TAX CONSIDERATIONS

Las Vegas From Home.com Entertainment Inc. is classified as a Passive Foreign Investment company (PFIC) for U.S. federal income tax purposes since the following conditions have applied for at least one taxable year since 1986:

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

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

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

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

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

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

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

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

Under the excess distribution method, gain on the disposition of PFIC shares results in the same allocation process; gross income inclusion; tax re-computation; and interest charge as an excess distribution.

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

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

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

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

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

In lieu of any of the above-described methods, since Las Vegas From Home.com Entertainment Inc. is regularly traded on a national securities exchange, U.S. shareholders may wish to make an election to mark to market.

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

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

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

Item 10. F. Dividends and Paying Agents

Not Applicable.

Item 10. G. Statement by Experts

Not Applicable

Item 10. H. Documents on Display

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

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

Item 10. I Subsidiary Information

Not Applicable.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Financial Instruments

(i)

Fair value

The carrying value of cash and term deposits, accounts receivable, accounts payable and accrued liabilities, amounts due to and from related parties and obligation under capital lease approximate their fair value because of the short maturity of these financial instruments.

(ii)

Interest rate risk

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

(iii)

Credit risk

The Company is exposed to credit risk with respect to its accounts receivable, however, risks on accounts receivable is minimal as receivables are from major internet payment processors.

(iv)

Foreign currencies

The Company considers the Canadian dollar to be its functional currency and translates the results of foreign operations into Canadian currency using approximately the average exchange rate for the year. The exchange rate may vary from time to time. This risk is minimized to the extent that all non-Canadian source revenues and expenses are in US dollars.

(v)

Market risk

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

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not Applicable

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

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

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

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

Use of Proceeds from Offering

Not Applicable

ITEM 15. CONTROLS AND PROCEDURES

II.

Evaluation of internal controls

(a)

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures [(as defined in Rules 13a-14(c) and 15d -14(c) under the Securities Exchange Act of 1934 (“Exchange Act”)] as of the end of the period covered by this Annual Report on Form 20-F. Under the supervision and with the participations of our management, including the Chief Executive Officer and the Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, except as discussed below, these disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by us in reports that we file under the Securities and Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms. It should be noted that in designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. We have designed our disclosure controls and procedures to reach a level of reasonable assurance of achieving desired control objectives and, based on the evaluation described below, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at reaching that level of reasonable assurance, except as discussed below.

In connection with the audit of our consolidated financial statements for the fiscal year ended December 31, 2005, our independent auditors informed us that they had discovered deficiencies in our internal control that in the aggregate constitute material weaknesses under standards established by the Public Company Accounting Oversight Board. These deficiencies include lack of active collaboration and communication between the employees outside the accounting department whose work has an impact on the financial information and the accounting department and lack of timely reconciliations of various accounts.

Certain of these internal control weaknesses may also constitute deficiencies in the Company’s disclosure controls. We have performed substantial additional procedures designed to ensure that these internal control deficiencies do not lead to material misstatements in our consolidated financial statements and to enable the completion of the independent auditor’s audit of our consolidated financial statements, notwithstanding the presence of such internal controls weaknesses. We have initiated corrective actions to address these internal control deficiencies, and will continue to evaluate the effectiveness of our disclosure controls and procedures on an ongoing basis, taking corrective actions as appropriate.

(b)

CHANGES IN INTERNAL CONTROLS. Please see Item 15 II (a) Evaluation of internal controls.

(Exhibits 31.1* and 31.2*- Attached)

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

16.A. Audit Committee Financial Expert

The financial experience of Bedo H. Kalpakian, including his experience serving as Chief Financial Officer of another public company and a private company, and his experience in actively supervising principal financial officers, principal accounting officers, accountants, controllers and auditors determines that he is an audit committee financial expert within the meaning of the U.S. Sarbanes-Oxley Act of 2002. (See Item 6.C.3. in this report for further details on the Audit Committee.)

16.B. Code of Ethics

On May 31, 2004, the Company’s Board of Directors adopted a Code of Ethics (the “Code”) for the Company’s Chief Executive Officer and Chief Financial Officer and its principal accounting officer or controller, or persons performing similar function (the “Senior Financial Officers”) to deter wrongdoing and promote honest and ethical conduct in the practice of financial management, full, fair, accurate, timely and understandable disclosure; and compliance with all applicable laws and regulations. These Senior Financial Officers are expected to abide by this Code as well as by all of the Company’s other applicable business policies, standards and guidelines. (Exhibit 14.1 – Incorporated by reference)

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

Item 16.C. Auditor’s Fees & Services

The aggregate fees charged to the Company by the external auditor in each of the last two fiscal years is as follows:


	FYE 2004	FYE 2005
Audit fees for the year ended	$31,500	$92,000
Audit related fees	$5,317	$1,861
Estimate of Audit related fees yet to be incurred	$0	$1,800⁽¹⁾
Tax fees	$1,400⁽²⁾	$2,000⁽²⁾
All other fees (non-tax)	Nil	$13,400⁽³⁾
Total Fees:	$38,217	$111,061

⁽¹⁾

This is an estimate for the US Auditors review of the Company's Annual Report on Form 20F.

⁽²⁾

These fees are for preparation and filing of the Company's tax return.

⁽³⁾

These fees are for the review of 2005 quarterly filings, compilation of forecasts,and research related to Scientific Research and Experimental Development (SR&ED) qualifications

The Audit Committee’s pre-approval policies and procedures: The Audit Committee has adopted procedures to pre-approve audit services and all non-audit services to be rendered by the Company’s external auditors. The Chairman of the Audit Committee has been delegated authority to pre-approve audit services up to a maximum cost of $25,000 and

individual non-audit services up to a maximum cost of $10,000 per assignment. All non-audit services that cost more than $10,000 per assignment must be pre-approved by the Audit Committee. All amounts which exceed the authorized amounts require further approval from the Audit Committee.

ITEM 17. FINANCIAL STATEMENTS

The Company’s Consolidated Audited Financial Statements for the year ended December 31, 2005 and 2004 together with the report of the auditors, Smythe Ratcliffe, Chartered Accountants, are filed as part of this annual report. The Company's consolidated audited financial statements are stated in Canadian dollars (Cdn$) and are prepared in accordance with Canadian generally accepted accounting principles.

Report of Independent Registered Public Accounting Firm

page 49

Comment by Independent Auditors for United States Readers

on Canada/United States Reporting Conflict

page 49

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

page 50

Consolidated Statements of Operations and Deficit for the years ended

December 31, 2005, 2004 and 2003

page 51

Consolidated Statements of Cash Flows for the years ended

December 31, 2005, 2004 and 2003

page 52

Notes to the Consolidated Financial Statements

pages –53-75

All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

ITEM 18. FINANCIAL STATEMENTS

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

ITEM 19. EXHIBITS

1.1

Agency Agreement with Wellington West Capital Markets for a Private Placement Financing – April 21, 2005 [Incorporated by reference]; http://www.sec.gov/Archives/edgar/data/1061612/000094523405000486/o17221exv1w1.htm

3.1

Articles and Memorandum -

[Incorporated by reference - previously filed Form 20-F/A, (March 8, 1999)]

3.2*

New British Columbia Corporation’s Act Articles adopted at the AGM June 30 2005 (Attached)

10.1

License and Settlement Agreement dated February 17, 2005 [Incorporated by reference]; http://www.sec.gov/Archives/edgar/data/1061612/000094523405000486/o17221exv10w1.htm

10.2

Modification to “License and Settlement Agreement dated February 17, 2005” dated May 6^th, 2005 [Incorporated by reference]; http://www.sec.gov/Archives/edgar/data/1061612/000094523405000486/o17221exv10w2.htm

10.3

Loan Agreement dated June 15, 2004 with International Interactive Ventures [Incorporated by reference]; http://www.sec.gov/Archives/edgar/data/1061612/000094523405000486/o17221exv10w3.htm

10.4

Letter Agreement dated February April 15, 2005 [Incorporated by reference]; http://www.sec.gov/Archives/edgar/data/1061612/000094523405000486/o17221exv10w4.htm

10.5

Net Revenue Sharing Agreement –

[Incorporated by reference – previously filed Form 20F/A (2003)]; http://www.sec.gov/Archives/edgar/data/1061612/000113717104000926/shareagreement.htm

10.6

Purchase/Sale Agreement for the Termination of the Net Revenue Sharing Agreement – (“Purchase Back Agreement”) [Incorporated by reference – previously filed Form 20F/A (2003)]; http://www.sec.gov/Archives/edgar/data/1061612/000113717104000926/purchaseagreement.htm

10.7

Indemnity Agreements with two Directors and an Officer -

[Incorporated by reference – previously filed on Form 20-F/A (2002)] http://www.sec.gov/Archives/edgar/data/1061612/000113717103000251/lvfh20fa2002.htm

10.8

Licensing Agreement Dated November 4, 2002 with Bronx Ventures Inc. –

[Incorporated by reference -previously filed on Form 20-F/A (2002)] http://www.sec.gov/Archives/edgar/data/1061612/000113717103000251/lvfh20fa2002.htm

10.9*

Management Services Agreement – July 1, 2005 - (Attached)

10.10

2003 Stock Option Plan - [Incorporated by reference – previously filed Form 20F/A (2003)]; http://www.sec.gov/Archives/edgar/data/1061612/000113717104000926/incentivestockoptionplan.htm

10.11

2004 Stock Option Plan – [Incorporated by reference – previously filed Form 20F/A (2003)]; http://www.sec.gov/Archives/edgar/data/1061612/000113717104000926/stockoptionplan.htm

10.12*

Purchase and Novation Agreement (Attached)

10.13*

2004 Amended Stock Option Plan – (Attached)

11.*

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

14.1

Code of Ethics (May 31, 2004) – [Incorporated by reference – previously filed Form 20F/A (2003)]; http://www.sec.gov/Archives/edgar/data/1061612/000113717104000926/codeofethics.htm

20.3

The Information Circular & Management Proxy Material, 2006 – [Incorporated by reference – previously filed on Form 6K – May, 2006) http://www.sec.gov/Archives/edgar/data/1061612/000130901406000411/0001309014-06-000411-index.htm

21.*

List of the Company’s subsidiaries

31.1*

Sarbanes Oxley Act, S302 Certified by Bedo H. Kalpakian, Chairman & CFO

31.2*

Sarbanes Oxley Act, S302- Certified by Jacob H. Kalpakian, President & CEO

32.1*

Sarbanes Oxley Act S906 Certifications by Jacob H. Kalpakian, President & CEO and Bedo H. Kalpakian, Chairman & CFO

99.1*

Schedule I - Amounts Receivable (Payable) from Related Parties and Underwriters, Promoters and Employees other than Related Parties

99.2*

Schedules II & III – Property,Equipment and Software Development and Accumulated Depreciation, Depletion and Amortization of Property, Equipment and Software Development

99.3*

Schedule IV – Marketable Securities

* Filed herewith (Attached)

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

LAS VEGAS FROM HOME.COM ENTERTANMENT INC.

“Bedo H. Kalpakian”

_______________________________

Bedo H. Kalpakian

Chairman

Dated this 31st day of May, 2006

LAS VEGAS FROM HOME.COM

ENTERTAINMENT INC.

Consolidated Financial Statements

December 31, 2005 and 2004

Index

Page

Report of Independent Registered Public Accounting Firm

Consolidated Financial Statements

Consolidated Balance Sheets

Consolidated Statements of Operations and Deficit

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

53-75

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE SHAREHOLDERS OF LAS VEGAS FROM HOME.COM ENTERTAINMENT INC.

We have audited the consolidated balance sheets of Las Vegas from Home.com Entertainment Inc. as at December 31, 2005 and 2004 and the consolidated statements of operations and deficit and cash flows for the years ended December 31, 2005, 2004 and 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2005 and 2004 and the results of its operations and its cash flows for each of the years ended December 31, 2005, 2004 and 2003 in accordance with Canadian generally accepted accounting principles.

“Smythe Ratcliffe” (signed)

Chartered Accountants

Vancouver, Canada

March 17, 2006

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

In the United States, reporting standards of the Public Company Accounting Oversight Board for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the Company’s ability to continue as a going-concern, such as those described in note 1 to the financial statements. Our report to the shareholders dated March 17, 2006 is expressed in accordance with Canadian reporting standards, which do not permit a reference to such events and conditions in the auditors’ report when these are adequately disclosed in the financial statements.

“Smythe Ratcliffe” (signed)

Chartered Accountants

Vancouver, Canada

March 17, 2006

LAS VEGAS FROM HOME.COM ENTERTAINMENT INC.

Consolidated Balance Sheets (note 1)

December 31

(Canadian Dollars)


		2005		2004
Assets

Current
Cash and term deposits	$	8,408,620	$	0
Marketable securities (note 6)		379,236		383
Accounts receivable (note 7)		1,801,274		1,198,731
Due from related parties (note 13(a))		4,740		376,087
Prepaids and security deposits		27,499		102,899

Equipment and Software Development (note 8)		2,198,239		904,747

Total Assets	$	12,819,608	$	2,682,847

Liabilities

Current
Cheques issued in excess of funds on deposit	$	0	$	20,717
Customer deposits, accounts payable and accrued liabilities
(note 9)		2,111,066		1,361,239
Other obligations (note 10)		0		516,008
Obligation under capital lease (note 11)		20,268		19,904
Due to related parties (note 13(b))		60,929		8,525

Obligation Under Capital Lease (note 11)		2,550		23,190

Total Liabilities		2,194,813		1,949,583

Stockholders' Equity
Capital Stock (note 12)		27,096,835		17,299,101
Subscription Received (note 12)		0		750,000
Contributed Surplus (note 12)		2,306,354		2,451,298
Deficit		(18,778,394)		(19,867,135)

		10,624,795		633,264

Total Liabilities and Stockholders' Equity	$	12,819,608	$	2,582,847

Commitments and Subsequent Events (notes 16 and 18)


“Bedo H, Kalpakian”	“Neil Spellman”
___________________ Director	_______________ Director
Bedo H. Kalpakian	Neil Spellman

See notes to consolidated financial statements.

LAS VEGAS FROM HOME.COM ENTERTAINMENT INC.

Consolidated Statements of Operations and Deficit

Years Ended December 31

(Canadian Dollars)


		2005		2004		2003
						(note 4(f))

Revenues	$	11,578,978	$	1,980,918	$	490,764
Interest Income		142,340		3,046		1,997
		11,721,318		1,983,964		492,761
Expenses
Advertising and promotion		5,229,260		1,236,938		771,813
Salaries and benefits		1,935,268		2,292,755		1,344,223
Transaction fees		814,964		0		0
Rent		362,410		289,269		255,702
Consulting and professional fees		340,641		991,950		227,138
Travel, meals and entertainment		339,973		172,233		163,834
Office		325,339		126,891		83,323
Management fees (note 13(c))		270,000		180,000		180,000
Bank charges, interest and foreign exchange
(recovery)		172,915		(17,840)		34,278
Legal, accounting and audit		151,199		78,661		133,947
Telephone		54,491		24,863		27,704
Donations		51,500		0		0
License fees		46,527		13,033		26,755
Regulatory and transfer agent fees		38,822		10,357		6,891
Commission fees		28,952		0		0
Shareholder communication		17,116		9,424		11,150
Technical consulting		0		2,600		59,701
Amortization		382,655		168,108		71,677
		10,562,032		5,579,242		3,398,136
Income (Loss) Before Other Items		1,159,286		(3,595,278)		(2,905,375)
Other Items
Gain on sale of equipment		0		0		435
Write-down of marketable securities		(167,927)		(39,301)		0
Gain (loss) on sale of investments		0		(42,011)		6,502
Gain (loss) on settlement of lawsuit (note 10)		97,382		(240,400)		0
Purchase of net revenue sharing (note 14)		0		(1,429,522)		889,663
		(70,545)		(1,751,234)		896,600
Net Income (Loss) for Year		1,088,741		(5,346,512)		(2,008,775)
Deficit, Beginning of Year (note 4(f))		(19,867,135)		(14,520,623)		(12,511,848)

Deficit, End of Year	$	(18,778,394)	$	(19,867,135)	$	(14,520,623)

Basic Net Earnings (Loss) Per Common Share		$ 0.01		$ (0.09)		$ (0.05)
Diluted Earnings Per Share		$ 0.01		N/A		N/A

Weighted Average Number of Common Shares
Outstanding – Basic (note 12)		84,337,774		58,428,307		42,579,518

See notes to consolidated financial statements.

LAS VEGAS FROM HOME.COM ENTERTAINMENT INC.

Consolidated Statements of Cash Flows

Years Ended December 31

(Canadian Dollars)


		2005		2004		2003
Operating Activities
Net income (loss)	$	1,088,741	$	(5,346,512)	$	(2,008,775)
Items not involving cash
Amortization		382,655		168,108		71,677
Capitalization of deferred amortization
on software development		7,677		11,977		0
Stock-based compensation		329,399		2,323,004		528,457
Gain (loss) on sale of equipment and investments		0		42,011		(6,937)
Write-down of marketable securities		167,927		39,301		0
License fee from settlement		0		240,400		0
Gain (loss) on settlement of lawsuit		(97,382)		0		0
Operating Cash Flow		1,879,017		(2,521,711)		(1,415,578)
Changes in Non-Cash Working Capital
Accounts receivable		(602,543)		(1,024,338)		(85,282)
Prepaids and security deposits		75,400		(17,858)		(80,446)
Due from related party		371,347		(230,515)		(140,832)
Customer deposits, accounts payable and
accrued liabilities		847,209		955,631		77,518
Due to related parties		52,404		544		(94,138)
		743,817		(316,536)		(323,180)
Cash Provided by (Used in) Operating
Activities		2,622,834		(2,838,247)		(1,738,758)
Financing Activities
Common shares issued, net of issue costs		8,573,391		2,702,318		1,769,781
Subscriptions received		0		750,000		0
Other obligations		(516,008)		275,608		0
Capital lease payments		(20,276)		(14,282)		(8,403)
Cash Provided by Financing Activities		8,037,107		3,713,644		1,761,378
Investing Activities
Proceeds on sale of marketable securities		0		173,839		30,864
Purchase of marketable securities		(546,780)		(238,160)		(34,553)
Purchase of equipment		(704,245)		(168,514)		(41,525)
Additions to software development		(979,579)		(659,979)		0
Cash Used in Investing Activities		(2,230,604)		(892,814)		(45,214)
Inflow (Outflow) of Cash		8,429,337		(17,417)		(22,594)
Cash and Term Deposits (Cheques Issued in
Excess of Funds on Deposit), Beginning of
Year		(20,717)		(3,300)		19,294
Cash and Term Deposits (Cheques Issued in
Excess of Funds on Deposit), End of Year	$	8,408,620	$	(20,717)	$	(3,300)
Supplementary Information
Interest paid	$	6,864	$	34,545	$	21,496

See notes to consolidated financial statements.

NATURE OF OPERATIONS AND GOING-CONCERN

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

The Company and its wholly-owned Antiguan subsidiary, Action Poker Gaming Inc. (“Action”), are in the business of developing and marketing software for online multiplayer interactive card games.

During 2002, Action moved its operations from its location in Antigua to the facilities of Mohawk Internet Technologies Inc. ("Mohawk"), which acts as its hosting facility for its servers, located on the Kahnawake Mohawk Reserve ("Kahnawake") in Canada.

Kahnawake has reserve status in Canada, and has its own regulations and laws concerning interactive gaming. These regulations allow the Kahnawake Gaming Commission to issue a gaming license to a third party authorizing the conduct of authorized games by means of a telecommunication device, including the Internet. The law in Kahnawake regarding online gaming has not yet been tested by Canadian legal authorities; therefore, the legality of this issue is inconclusive.

The Kahnawake Gaming Commission issued to Action an interactive gaming license to operate and exploit an Internet gaming facility, to be located at Mohawk. Action is the owner and operator of www.tigergaming.com, www.actionpoker.com, www.atlantisworldpoker.com, www.holycowpoker.com and www.pokerincanada.com. Furthermore, Action hosts and operates other online poker websites on behalf of its licensees.

The gaming and entertainment operations are carried on by Action. The principal revenues of Action are from collecting rakes, licensing fees and royalties. Action operates mainly as an Internet host of card games and collects a fee as host (rake).

During 2005, Action has licensed from an arm’s length third party an online Casino Software (”Online Casino”), which is operated by Action under the URL www.playvegasfromhome.com.

Although management believes that the conduct of Internet gaming related activities by Action represents a lawful business, there is the risk that the legality of the Internet gaming related activities could be challenged by Canadian or other legal authorities. If the legality of the Internet gaming related activities is challenged and the challenge is sustained, it may have a material adverse impact on the financial affairs of the Company.

Prior to the current fiscal year, the Company incurred significant operating losses in previous fiscal years. Management’s efforts are directed at increasing revenues and pursuing opportunities of merit for the Company.

These financial statements do not reflect adjustments that would be necessary if the "going- concern" assumption were not appropriate because management believes that the actions already taken or planned will mitigate the adverse conditions and events, which raise doubts about the validity of the "going-concern" assumption used in preparing these financial statements.

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

BASIS OF PRESENTATION

The financial statements have been prepared in accordance with accounting principles generally accepted in Canada and all amounts are expressed in Canadian dollars. As described in note 17, these principles differ in certain respects from those that the Company would have followed had its financial statements been prepared in accordance with accounting principles generally accepted in the United States of America.

COMPARATIVE FIGURES

Certain prior year amounts have been restated to be comparative to the current year’s presentation.

SIGNIFICANT ACCOUNTING POLICIES

(a)

Principles of consolidation

These consolidated financial statements include the accounts of Las Vegas from Home.com Entertainment Inc. (Canada) and its wholly-owned subsidiaries, Action Poker Gaming Inc. (Antigua), Action Commerce Limited (United Kingdom), APG Enterprises Limited (Cyprus) and APG Enterprises (Armenia). The Company’s inactive subsidiaries, Tiger Ventures Corp. and Georgia Enterprises Corp., both of which were Panamanian companies, were dissolved during the year. All intercompany balances and transactions have been eliminated.

(b)

Cash and term deposits

Cash and term deposits consist of cash on hand and term deposits with maturities of less than one year at the date of acquisition.

(c)

Marketable securities

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

(d)

Amortization

Amortization of software and development costs and equipment is calculated on the following bases and annual rates:

Software and development costs

- 5 years straight-line

Computer equipment

- 30% declining-balance

Automobile

- 30% declining-balance

Office furniture

- 20% declining-balance

SIGNIFICANT ACCOUNTING POLICIES (Continued)

(e)

Software development costs

(f)

Stock-based compensation plans

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

(g)

Revenue recognition

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

Each license agreement generates a minimum of two or a maximum of three different types of revenue.

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

(i)

License fees for all licensees

License fees are one-time non-refundable fees, which are for entering into the license agreements. License fees are recognized when received.

(ii)

Rake percentage from licensees

Rake revenue earned by the Company is based on negotiated percentages of gross rake revenue as specified in the agreements with licensees, which vary from agreement to agreement. The Company recognizes its percentage of rake revenue at the end of the month based on the rake collected on behalf of the licensees; the balance is then paid out to the licensees in the subsequent month.

SIGNIFICANT ACCOUNTING POLICIES (Continued)

(g)

Revenue recognition (Continued)

(iii)

Administration fees

Administration fees revenue earned by the Company is based on negotiated percentages as specified in the agreements with certain licensees, which vary from agreement to agreement. The fees charged are for administrative services provided by the Company. The Company recognizes these fees as a percentage of the rake collected on behalf of each licensee on a monthly basis.

(iv)

Rake revenue

Rake revenue from customers coming through the Company’s own websites is collected when a player joins a table, and is non-refundable. As such, revenue is recognized when a player joins a table.

(v)

The Company has an agreement with Bronx Ventures Inc. (“Bronx”), a related party whereby Bronx receives 40% of the revenue from certain card games (note 13(c)(iv)). Las Vegas reduces its revenue by these amounts.

(vi)

The Company recognizes revenues/losses from its Online Casino once a player loses or wins the wager.

(h)

Income taxes

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

(i)

Foreign currency translation

The Company’s functional currency is the Canadian dollar; therefore, amounts recorded in foreign currency are translated into Canadian dollars as follows:

(i)

Monetary assets, liabilities and long-term monetary assets and liabilities, at the rate of exchange in effect as at the balance sheet date;

(ii)

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

(iii)

Revenues and expenses (excluding amortization, which is translated at the same rate as the related asset), at the rates in effect at the time of the transaction.

Gains and losses arising from this translation of foreign currency are included in net income.

SIGNIFICANT ACCOUNTING POLICIES (Continued)

(j)

Earnings (loss) per share

Earnings (loss) per share is calculated using the weighted average number of shares outstanding during the year.

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

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

(k)

Use of estimates

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

(l)

Player deposits

Player deposits are included in the Company’s accounts payables and represent funds deposited by the players.

(m)

Consolidation of variable interest entities

The Company has adopted Accounting Guideline 15, “Consolidation of Variable Interest Entities”, issued by the CICA for annual and interim periods beginning on or after November 1, 2004. This guideline addresses the application of consolidation principles to entities that are subject to control on a basis other than ownership of voting interests. The adoption of this guideline did not have any impact on the Company’s consolidated financial statements.

(n)

Intangible assets

The Company has registered and regularly renews several hundred domain names. These amounts are insignificant and are expensed when incurred.

FINANCIAL INSTRUMENTS

(a)

Fair value

The carrying values of cash and term deposits, marketable securities, accounts receivable, cheques issued in excess of funds on deposit, customers deposits, accounts payable and accrued liabilities, amounts due to and from related parties, and obligation under capital lease approximate their fair values because of the short maturity of these financial instruments.

(b)

Interest rate risk

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

(c)

Credit risk

The Company is exposed to credit risk with respect to its accounts receivable; however, risk on accounts receivable is minimal as receivables are from major Internet payment processors.

(d)

Foreign currencies

(e)

Market risk

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

MARKETABLE SECURITIES


		2005		2004

Marketable securities (market value - $379,236; 2004 - $520)	$	379,236	$	383

ACCOUNTS RECEIVABLE

Accounts receivable is comprised of the following:


		2005		2004

Due from payment processors	$	1,532,292	$	1,136,366
Due from licensees		121,054		27,168
Accounts receivable		117,690		35,197
Security deposits		30,238		0

	$	1,801,274	$	1,198,731

EQUIPMENT AND SOFTWARE DEVELOPMENT


	2005
				Accumulated
		Cost		Amortization		Net

Software and development costs	$	2,216,060	$	457,591	$	1,758,469
Computer equipment		589,101		194,048		395,053
Automobile		11,420		1,929		9,491
Office furniture		7,353		719		6,634
Computer equipment under capital lease		64,320		35,728		28,592

	$	2,888,254	$	690,015	$	2,198,239


	2004
				Accumulated
		Cost		Amortization		Net

Software and development costs	$	840,880	$	174,538	$	666,342
Computer equipment		298,941		101,381		197,560
Computer equipment under capital lease		64,320		23,475		40,845

	$	1,204,141	$	299,394	$	904,747

During 2000, the Company helped develop and acquired, subject to a Source Code Escrow Agreement, ownership interest in certain software for multi-player interactive games. The software was at a stage where it could be played for fun money when various disputes arose between the Company and the software developer during 2001. As a result, the development of the software was halted. During 2001, the Company wrote-down the software by $156,724 and, during 2002, the Company wrote-off the remaining $166,023. The Company commenced legal action against the software developer seeking repayment of a promissory note due to the Company for $25,000 plus interest. Subsequently, the Company and two directors were named defendants in a counterclaim for damages totalling $307,944. On July 25, 2003, the parties to these lawsuits settled all their differences by entering into an amicable out-of-court settlement and, as a result, th ese lawsuits were dismissed by consent.

The capitalized software and development costs are for the continuous and on-going process of developing the Company’s on-line gaming software. This would include improving the functionality of the gaming software, enhancing the gaming software by adding new games and/or features, increasing the player capacity of the gaming software and modifying the gaming software to meet certain requirements.

During 2001, the Company commenced developing its own multi-player interactive card games software. The amount of $180,901 has been capitalized under software and development costs. Amortization commenced in 2002 as the software was commercially released during the year. During 2004 and 2005, additional amounts of $659,979 (Salaries - $571,600, Other - $88,379) and $979,579 (Salaries - $964,745, Other - $14,834), respectively, were capitalized as software development costs.

CUSTOMER DEPOSITS, ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Customer deposits, accounts payable and accrued liabilities are comprised of the following:


		2005		2004

Customer deposits	$	1,806,436	$	571,345
Accounts payable and accrued liabilities		172,139		661,217
Payable to licensees		132,491		128,677

	$	2,111,066	$	1,361,239

10.

OTHER OBLIGATIONS

Other obligations are comprised of the following:


		2005		2004

Loan from International Interactive Ventures (“Interactive”)	$	0	$	275,608
License fee from settlement		0		240,400

	$	0	$	516,008

Pursuant to a loan agreement, the loan from Interactive of US $250,000 (Cdn $275,608) was obtained in June 2004, and was payable in monthly installments equal to 5% of Action’s revenues for the first twelve months and 10% of Action’s revenues thereafter until the repayment of the loan. The entire amount was fully repaid by the Company on March 15, 2005. In lieu of interest, the Company was obliged to make monthly bonus payments to Interactive equal to 5% of Action’s revenues for a period of twelve months. Bonus payments totalling US $20,709 were made up to October 2004. On April 15, 2005, as consideration for the early repayment of the loan by the Company, Interactive cancelled the loan agreement and has forever forgiven all outstanding and future bonus payments that were payable pursuant to the loan agreement.

The license fee from settlement of US $200,000 (Cdn $240,400) was the maximum amount of a series of royalty payments that were payable to an arm’s length third party (the “Third Party”) as follows:

(a)

four equal installments of US $25,000 until November 2, 2005;

(b)

quarterly payments of US $10,000 for every US $1,000,000 of Las Vegas’ cumulative rake income commencing January 1, 2005 for up to US $5,000,000 of Las Vegas’ cumulative rake revenues; and

(c)

a single payment of US $50,000 for the first subsequent US $5,000,000 of Las Vegas’ cumulative rake revenues after the above-mentioned US $5,000,000 would have been reached.

On May 6, 2005, the Company and the Third Party entered into a modification to “License and Settlement Agreement” of February 17, 2005, whereby the Company paid one final payment of US $90,000 as full and final settlement, and complete release of all the Company’s royalty obligations. As a result, the Company recorded a gain of Cdn $97,382 in its statement of operations and deficit for the year ended December 31, 2005.

Prior to May 6, 2005, the Company had paid US $25,000 to the Third Party.

11.

OBLIGATION UNDER CAPITAL LEASE

The following is the schedule of future minimum lease payments under capital lease:


		2005		2004

2005	$	0	$	27,056
2006		22,811		23,947
2007		2,556		2,556

Total minimum lease payments		25,367		53,559
Less: Amount representing interest and executory costs		2,549		10,465

Present value of net minimum lease payments		22,818		43,094
Less: Current portion		20,268		19,904

Obligation under capital lease	$	2,550	$	23,190

12.

CAPITAL STOCK

At the Annual and Special General Meeting of the Company’s shareholders, which was held on June 30, 2005, the shareholders approved the deletion of the pre-existing Company Provisions in the Notice of Articles of the Company and, in substitution, the shareholders approved the adoption of a new form of Articles for the Company pursuant to The Business Corporations Act (British Columbia). Furthermore, the shareholders approved the increase of the Company’s authorized capital stock to an unlimited number of common shares and an unlimited number of preferred shares, issuable in series, in each case without nominal or par value.

(a)

Authorized

Preferred shares without par value – unlimited (none issued)

Common shares without par value - unlimited

12.

CAPITAL STOCK (Continued)

(b)

Issued

The number of shares issued are as follows:


	Number				Contributed
Common shares	of Shares	Amount			Surplus

Balance, December 31, 2002	38,103,486	$	12,400,607	$	26,232
Exercise of stock options for cash	1,929,814		199,785
Reclassification of contributed
surplus on exercise of options	0		175,392		(175,392)
Private placements
Net proceeds	11,999,970		1,569,996		0
Stock-based compensation	0		0		528,457

Balance, December 31, 2003	52,033,270		14,345,780		379,297
Exercise of stock options for cash	2,375,408		424,318		0
Reclassification of contributed
surplus on exercise of options	0		251,003		(251,003)
Private placements
Net proceeds	15,450,000		2,278,000
Stock-based compensation	0		0		2,323,004

Balance, December 31, 2004	69,858,678		17,299,101		2,451,298
Exercise of stock options for cash	2,740,500		463,360		0
Exercise of warrants for cash	2,430,000		428,000
Reclassification of contributed
surplus on exercise of options	0		474,343		(474,343)
Private placements
Net proceeds	17,485,500		8,432,031		0
Stock-based compensation	0		0		329,399

Balance, December 31, 2005	92,514,678	$	27,096,835	$	2,306,354

The Company entered into an agreement on April 20, 2005, with a syndicate of underwriters led by Wellington West Capital Markets Inc. and CIBC World Markets Inc. and including GMP Securities Ltd. and Sprott Securities Inc. (collectively the “Underwriters”) for a "bought-deal" underwritten private placement of subscription receipts (the "Brokered Offering"). The Brokered Offering closed on May 13, 2005, and on June 30, 2005, at the Company’s Annual and Special General Meeting, the Company’s shareholders approved the increase of the authorized capital stock of the Company to an unlimited number of common shares and an unlimited number of preferred shares, in each case without nominal or par value. As a result, the Company issued 12,485,500 common shares and 6,242,750 share purchase warrants to various investors for net proceeds of $7,487,689. Each whole warrant is exercisable for $1 into one co mmon share. The Company paid the Underwriters an aggregate cash commission

12.

CAPITAL STOCK (Continued)

(b)

Issued (Continued)

of $547,801 and issued a total of 842,771 Broker’s Compensation Warrants (the “Compensation Warrants”), which are exercisable into units at $0.65 per unit. Each unit consists of one common share in the capital of the Company and one-half of one share purchase warrant. One whole share purchase warrant is required to purchase one additional common share at $1 per share for a period of two years. All share purchase warrants expire on May 13, 2007. The shares, share purchase warrants and compensation warrants, which were issued by the Company on July 13, 2005, had hold periods that expired on September 14, 2005, at which time, the share purchase warrants commenced trading on the TSX Venture Exchange (“TSX”) under the symbol “LVH.WT”.

During 2004, the Company closed private placements with Bronx, a related company, for a total of 4,000,000 common shares at prices of $0.30 and $0.32 per common share for net proceeds of $1,225,000.

The Company closed brokered and non-brokered private placements dated October 25, 2004 with various investors and two directors for a total of 11,450,000 units at $0.10 per unit consisting of one common share and one-half of one warrant for net proceeds of $1,053,000. A 10% cash commission of $92,000 and 920,000 broker warrants were issued to the agent in relation to the brokered private placement. Each whole warrant is exercisable at $0.20 per common share for a period of 24 months.

On December 13, 2004, the Company entered into non-brokered private placements to issue 5,000,000 units at $0.20 per unit, each unit consisting of one common share and one-half of one share purchase warrant. Each whole warrant entitles the holder to purchase one common share at $0.25 per common share for a period of 24 months up to January 7, 2007.

As of December 31, 2004, the Company received subscriptions of $750,000 for 3,700,000 of the 5,000,000 above-mentioned units, which had not yet been issued. As of January 7, 2005, all 5,000,000 units were issued.

(c)

Warrants

During the year ended December 31, 2005, the Company issued 2,430,000 common shares of the Company to various warrant holders as a result of the exercising of warrants at prices ranging from $0.10 to $0.25 per common share for total proceeds to the Company of $428,000.

12.

CAPITAL STOCK (Continued)

(c)

Warrants (Continued)

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


		Weighted
		Average
	Number	Exercise
	of Warrants	Price

Balance, December 31, 2003	1,688,000	$ 0.70
Granted	6,645,000	$ 0.19
Expired	(1,688,000)	$ 0.70

Balance, December 31, 2004		$ 0.19
Granted	8,742,750	$ 0.82
Exercised	(2,430,000)	$ 0.19

Balance, December 31, 2005	12,957,750	$ 0.59


	Exercise	Number of Warrants
Expiry Date	Price	2005	2004

October 31, 2006	$ 0.20	3,775,000	4,600,000
October 31, 2006	$ 0.10	90,000	920,000
November 8, 2006	$ 0.20	850,000	1,125,000
January 7, 2007	$ 0.25	2,000,000	0
May 13, 2007	$ 1.00	6,242,750	0

Total warrants outstanding and
exercisable	$ 0.10 to $ 1.00	12,957,750	6,645,000

(d)

Stock options

From time to time the Company grants stock options to employees, officers, directors and consultants pursuant to the rules and regulations of the TSX.

12.

CAPITAL STOCK (Continued)

(d)

Stock options (Continued)

During 2002, the Company adopted an incentive stock option plan (the “2002 Plan”) under which the Company may issue 3,810,349 stock options to acquire common shares in the capital of the Company as an incentive to officers, directors, employees and consultants who can contribute to the success of the Company. The 2002 Plan has received TSX approval. In addition to the 2002 Plan, the Company’s shareholders adopted and approved the Company’s 2003 Stock Option Plan (the “2003 Plan”) under which the Company may reserve up to 10% of its issued and outstanding capital stock for issuance under the Company’s stock option plan on a “rolling” basis, meaning the 10% limit is calculated from time to time whenever an option is granted and is based on the number of the then issued and outstanding common shares. The 2003 Plan has received TSX approval.

During 2004, the Company’s shareholders adopted and approved the Company’s 2004 Stock Option Plan (the “2004 Plan”) that replaces the Company’s aforementioned 2002 and 2003 Stock Option Plans. The 2004 Plan, which has received the approval of the TSX, reserved 11,290,154 common shares for issuance representing 20% of the Company’s issued and outstanding common shares on April 12, 2004. At the Annual and Special General Meeting of the Company’s shareholders, which was held on June 30, 2005, the shareholders approved the amendment to the Company’s 2004 Plan by increasing the maximum number of common shares that may be reserved for issuance pursuant to the Stock Option Plan to 15,866,936 common shares (the “Company’s Amended 2004 Stock Option Plan”). Pursuant to the Company’s Amended 2004 Stock Option Plan that has received TSX approval, the Company grants stock options to employees, directors, officers and consultants. During the year ended December 31, 2005, the Company issued 2,740,500 common shares of the Company to directors, employees and consultants as a result of exercising stock options at prices ranging from $0.12 to $0.20 per common share for total proceeds to the Company of $463,360.


	Number	Weighted Average
	of Options	Exercise Price

Balance, December 31, 2003	2,938,349	$ 0.18
Options granted	13,310,000	$ 0.16
Options cancelled	(381,250)	$ 0.18
Options exercised	(2,375,408)	$ 0.18
Options expired	(2,326,099)	$ 0.19

Balance, December 31, 2004	11,165,592	$ 0.16
Options granted	1,825,000	$ 0.35
Options cancelled	0	N/A
Options exercised	(2,740,500)	$ 0.17
Options expired	(278,500)	$ 0.21

Balance, December 31, 2005	9,971,592	$ 0.19

12.

CAPITAL STOCK (Continued)

(d)

Stock options (Continued)


	Exercise	Number of Options
Expiry Date	Price	2005	2004

February 4, 2005	$ 0.19	0	565,000
February 4, 2006	$ 0.19	236,842	361,842
March 23, 2006	$ 0.15	0	25,000
June 9, 2006	$ 0.18	171,250	246,250
June 23, 2006	$ 0.13	20,000	50,000
July 7, 2006	$ 0.16	0	50,000
July 8, 2006	$ 0.18	37,500	37,500
July 13, 2006	$ 0.18	0	50,000
September 15, 2006	$ 0.18	65,000	70,000
October 28, 2006	$ 0.12	350,000	500,000
November 3, 2006	$ 0.16	4,885,000	5,200,000
March 12, 2007	$ 0.18	0	120,000
March 12, 2007	$ 0.18	0	880,000
April 28, 2007	$ 0.12	1,566,000	1,960,000
May 2, 2007	$ 0.16	900,000	900,000
May 18, 2007	$ 0.17	50,000	50,000
May 22, 2007	$ 0.17	50,000	50,000
June 1, 2007	$ 0.20	50,000	50,000
January 17, 2007	$ 0.20	370,000	0
February 8, 2007	$ 0.25	128,000	0
March 7, 2007	$ 0.44	387,000	0
May 16, 2007	$ 0.46	50,000	0
July 5, 2007	$ 0.46	430,000	0
August 2, 2007	$ 0.46	50,000	0
September 13, 2007	$ 0.38	100,000	0
November 3, 2007	$ 0.29	25,000	0
December 27, 2007	$ 0.38	50,000	0

Total stock options outstanding		9,971,592	11,165,592

Total stock options exercisable		7,220,405	2,812,648

12.

CAPITAL STOCK (Continued)

(e)

Stock option compensation

The Company applies the fair value method using the Black-Scholes option pricing model in accounting for its stock options granted. Accordingly, compensation expense of $146,963 (2004 - $1,489,526; 2003 - $357,152) was recognized as salaries expense, and $182,436 (2004 - $833,478; 2003 - $171,305) was recognized as consulting expense in 2005. These amounts are credited to contributed surplus and then subsequently transferred to capital stock on exercise of the options.

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


	2005	2004
Expected life (years)	2	1 to 3
Interest rate	3.00%	3.00%
Volatility	186.43%	145.97%
Dividend yield	0.00%	0.00%

(f)

Earnings (loss) per share


	2005	2004	2003
Weighted average number of shares outstanding - Basic	84,337,774	58,428,307	42,579,518
Pro-rated dilutive warrants	6,823,654	N/A	N/A
Pro-rated dilutive options	4,217,485	N/A	N/A

Weighted average number of shares outstanding - Diluted		58,428,307	42,579,518

13.

RELATED PARTY TRANSACTIONS

(a)

Due from related parties


		2005		2004
Bronx Ventures Inc.	$	0	$	371,347
Loan receivable from a director on demand with no interest		4,740		4,740

	$	4,470	$	376,087

(b)

Due to related parties


		2005		2004

Bronx Ventures Inc.	$	59,345	$	0
Directors		1,584		8,525

	$	60,929	$	8,525

13.

RELATED PARTY TRANSACTIONS (Continued)

(b)

Due to related parties (Continued)

The Company shares office space and certain expenses with Bronx, a company related by common management, officers and certain directors. Prior to August 2001, Bronx charged the Company for its proportionate share of office rent, payroll expenses and other expenses. Subsequent to August 2001, rent for the office premises is paid by the Company and Bronx is charged for its proportionate share.

The current year amount due to Bronx is payable on demand with no interest. The prior year amount due from Bronx was due on demand with certain amounts bearing interest at prime plus 1%.

Amounts payable to directors are for expenses incurred on behalf of the Company and are payable on demand with no interest.

(c)

Related party transactions are measured at the exchange amount and comprised of the following:

(i)

interest paid to directors in the amount of $0 (2004 - $2,419; 2003 - $3,433);

(ii)

management fees paid to a company related by common management and directors in the amount of $270,000 (2004 - $180,000; 2003 - $180,000);

(iii)

interest income received from Bronx for loans in the amount of $0 (2004 - $513; 2003 - $1,740); and

(iv)

the Company paid $484,804 (2004 - $292,372; 2003 - $100,951) to Bronx for its share of revenues generated from its investment in the “3” card games software.

(d)

Due to/from related parties is comprised of:

(i)

rent received from Bronx for shared offices in the amount of $6,000 (2004 - $6,032; 2003 - $7,090);

(ii)

reimbursed Bronx for payroll in the amount of $205,608 (2004 - $185,450; 2003 - $155,796);

(iii)

reimbursed Bronx for other office expenses in the amount of $1,455 (2004 - $14,139; 2003 - $29,629); and

(iv)

interest was charged for funds loaned to the Company by Bronx in the amount of $0 (2004 - $378; 2003 - $1,387).

14.

PURCHASE OF NET REVENUE SHARING

In June 2003, Action entered into an agreement with Atlantis Casino (“Atlantis”) whereby Atlantis purchased a 35% interest in Action’s monthly net revenues for US $1,000,000 of which the portion received was included in other items of the consolidated statements of operations and deficit.

During 2004, the parties entered into an agreement (the “Purchase Back Agreement”) whereby Action purchased back the 35% interest in Action’s monthly net revenues from Atlantis for US $1,000,000, which was fully paid as of March 8, 2005. The Company and Action have no further obligations whatsoever to Atlantis.

15.

INCOME TAXES


		2005		2004
Future income tax assets
Excess of undepreciated capital cost over net book
value of fixed assets	$	211,000	$	85,000
Excess of marketable securities tax value over
carrying value		60,000		0
Share issuance costs tax value		214,000		0
Excess of unused exploration expenditures for
Canadian tax purposes over net book value		96,000		102,000
Non-capital loss carry-forwards for Canadian income
tax purposes		2,328,000		2,996,000
Capital losses		349,000		372,000

		3,258,000		3,555,000
Valuation allowance for future income tax assets		(3,258,000)		(3,555,000)

	$	0	$	0

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

For Canadian income tax purposes, the Company has exploration and development expenses of $269,000, which can be carried forward indefinitely.

The Company has net capital losses for income tax purposes of $979,000 that can be carried forward indefinitely.

15.

INCOME TAXES (Continued)

The Company has available non-capital losses of $6,534,000 that may be carried forward to apply against future income for Canadian tax purposes. The losses expire as follows:


2007	$	626,000
2008		1,049,000
2009		1,578,000
2010		2,316,000
2014		965,000
	$	6,534,000

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

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

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


		2005		2004

Income tax expense (benefit) computed at Canadian statutory rates	$	388,000	$	(2,032,000)
Amortization in excess of capital cost allowance		128,000		57,000
Non-deductible write-down of marketable securities		60,000		15,000
Share issuance and financing costs		(66,000)		(30,000)
Lawsuit settlement		(86,000)		91,000
Other		2,000		33,000
Non-deductible stock-based compensation		118,000		883,000
Differences attributable to income taxes of other countries		(64,000)		616,000
Unrecognized (utilized) tax losses		(480,000)		367,000
	$	0	$	0

16.

COMMITMENTS

Pursuant to agreements entered into with various parties, Action is required to make the following payments:

(a)

Interactive gaming license

Annual license fee of US $10,000.

(b)

Kahnawake server park rent

Monthly user fee of US $10,000.

(c)

Financial transaction fees

Minimum monthly fee of US $2,000 for credit card transactions, plus bank surcharges and other charges or fees imposed by banks or clearing houses for handling credit card transactions.

(d)

Casino software licensing fees

License fee calculated based on monthly casino results on a sliding scale basis. Monthly hosting and support fee of US $2,660.

17.

DIFFERENCES BETWEEN CANADIAN AND US GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND PRACTICES

(a)

Recent US accounting pronouncements

(i)

FAS 153, “Exchanges of Non-Monetary Assets”. The provisions of this statement is effective for non-monetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Earlier application is permitted for non-monetary asset exchanges occurring in fiscal periods beginning after December 16, 2004. The provisions of this statement should be applied prospectively. There is no impact on the Company’s financial statements.

(ii)

In March 2005, Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 47 (“FIN 47”), “Accounting for Conditional Asset Retirement Obligations”. FIN 47 clarifies that the term “Conditional Asset Retirement Obligation” as used in FASB Statement No. 143, “Accounting for Asset Retirement Obligations”, refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the entity. Accordingly, an entity is required to recognize a liability for the fair value of a Conditional Asset Retirement Obligation, if the fair value of the liability can be reasonably estimated. FIN 47 is effective no later than the end of fiscal years ending after December 15, 2005. Management does not believe the a doption of FIN 47 will have a material affect on the Company’s financial position, results of operations or cash flows.

17.

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

(a)

Recent US accounting pronouncements (Continued)

(iii)

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections” (“SFAS No. 154”), which replaced Accounting Principles Board Opinion No. 20, “Accounting Changes” and SFAS No. 3, “Reporting Accounting Changes in Interim Financial Statements”. SFAS No. 154 changes the requirements for the accounting for and reporting of a change in accounting principles. It requires retrospective application to prior periods’ financial statements of changes in accounting principles, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The impact of the Company’s operations will depend on future accounting pronouncements or changes in a ccounting principles.

(iv)

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

(v)

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

(b)

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

17.

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

(b)

(Continued)

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

(i)

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

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

(ii)

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

Other comprehensive income includes the unrealized holding gains and losses on the available-for-sale securities.

(iii)

Under Canadian GAAP, the Company did not meet the criteria to adopt prospectively the fair value method of accounting for stock-based compensation, and therefore, had to adopt the change retroactively. Under US GAAP, the Company has the option to adopt the change either prospectively or retroactively. For US GAAP, the Company adopted the change, prospectively.


	2005	2004	2003

Total Assets for Canadian GAAP	$ 12,819,608	$ 2,582,847	$ 661,035
Adjustments increasing total assets
Add: Unrealized gain on marketable securities recorded at cost for Canadian GAAP purposes and at fair value for US GAAP purposes	0	135	5,783

Total Assets for US GAAP	$12,819,608	$ 2,582,982	$666,818

Total Liabilities for Canadian GAAP	$ 2,194,813	$ 1,949,583	$ 456,581
Adjustments increasing total liabilities	0	0	0

Total Liabilities for US GAAP	2,194,813	1,949,583	456,581

Total Equity for Canadian GAAP	10,624,795	633,264	204,454
Accumulated adjustment for marketable
securities	135	5,783	0
Current change in marketable securities	(135)	(5,648)	5,783

Total Equity for US GAAP	10,624,795	633,399	210,237

Total Liabilities and Equity for US GAAP	$ 12,819,608	$2,582,982	$666,818

17.

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

(b)

(Continued)

(iii)

(Continued)


	2005	2004	2003

Total Income (Loss) for Canadian GAAP	$ 1,088,741	$ (5,346,512)	$ (2,008,775)
Adjustments increase (decreasing)
total net income (loss)
Adopt fair value for stock-based
compensation prospectively
under US GAAP	0	0	214,024
Unrealized gain on marketable
securities	0	135	5,783
Reversal of gains reported in
prior years’ US income and
current year Canadian income	(135)	(5,783)	0

Total Net Income (Loss) for US GAAP	$1,088,606	$(5,352,160)	$(1,788,968)


	2005	2004	2003

Earnings per common share
Canadian GAAP - Basic	$ 0.01	$ (0.09)	$ (0.05)
US GAAP - Basic	$ 0.01	$ (0.09)	$ (0.04)
Canadian GAAP - Diluted	$ 0.01	N/A	N/A
US GAAP - Diluted	$ 0.01	N/A	N/A

17.

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

(b)

(Continued)

(iii)

(Continued)


	2005	2004	2003
Stockholders’ Equity
Common Shares Issued
Beginning balance	$ 19,510,143	$ 14,484,821	$ 12,400,607
Issue of shares	9,323,391	2,702,318	1,769,781
Issue of stock options	329,399	2,323,004	314,433

Ending Balance	29,162,933	19,510,143	14,484,821

Subscription Received
Beginning balance	750,000	0	0
Share subscription received (issued)	(750,000)	750,000	0

Ending balance	0	750,000	0

Contributed Surplus
Beginning and ending balance	26,232	26,232	26,232

Deficit
Beginning balance	(19,652,976)	(14,300,816)	(12,511,848)
Net income (loss)	1,088,606	(5,352,160)	(1,788,968)

Ending Balance	(18,564,370)	(19,652,976)	(14,300,816)

Total Stockholders’ Equity US GAAP	$10,624,795	$ 633,399	$ 210,237

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

18.

SUBSEQUENT EVENTS

(a)

Subsequent to December 31, 2005, a total of 357,592 employee stock options were exercised at prices between $0.12 and $0.19 per common share for total proceeds to the Company of $64,715, and 50,000 employee stock options at an exercise price of $0.19 per common share expired.

(b)

The director’s loan of $4,740 was repaid to the Company on February 9, 2006.

(c)

Effective February 1, 2006, the Company has entered into a lease agreement for its Vancouver offices for a term of 12 months at a monthly rent of $15,000 plus GST.

Exhibit 11*

Explanation of how earnings/loss per (weighted average) share is calculated

Earnings and Loss per share are calculated by dividing the net loss or profit by the total weighted average number of common shares outstanding. The weighted average number of common shares outstanding is obtained as follows:-

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

Exhibit 21*

The following chart sets forth the Company’s corporate structure as of December 31, 2005:

Las Vegas From Home.com Entertainment Inc.


	100%		100%		100%		100%		100%		100%
Action Poker Gaming Inc. (“Action ”) (an Antiguan Corporation)		Guardian Commerce Ltd. (“Guardian”) (a St. Kitt’s Corporation)		4010493 Canada Inc.,( a federally chartered Canadian Corporation)		APG Enterprises Ltd. (“APG Cyprus”) (a Cypriot Corporation)		APG Enterprises (“APG Armenia”) (an Armenian Corporation)		Action Commerce Limited (“Action Commerce”) (a United Kingdom Corporation)

Action licenses the Company’s on-line gaming Software to third parties and hosts the Company’s gaming software to the general public. Action also operates an on-line casino. The Company acquired, on April 28, 2004, Action Commerce Limited (UK), a United Kingdom corporation. Action Commerce Limited (UK) acts as payment processor for the Company and its subsidiaries. Furthermore, the Company has caused to incorporate the following companies which are wholly owned subsidiaries of the Company; (1) Guardian Commerce Limited, (“Guardian”) a St. Kitt’s Corporation which was incorporated to enable the Company’s subsidiaries to continue their business relationship with Optimal Payments Inc., (2) APG Enterprises Ltd., (“APG Cyprus”) a Cypriot Corporation. The Company’s wholly owned Cypriot subsidiary, APG Cyprus has commenced its operations in Cyprus and currently employs 35 people (December 31, 2005: 30), and (3) APG Enterprises, an Armenian corporation (“APG Armenia”). APG Armenia currently employs 12 people (December 31, 2005: 11) and is providing technical and administrative support to APG Cyprus. Upon the dissolution of one of the Company’s former subsidiaries, the Company acquired a 100% wholly owned interest in 4010493 Canada Inc., a federally chartered Canadian company, which was dissolved in May, 2006. Furthermore, the Company caused to incorporate two Panamanian subsidiaries during 2004, Georgia Enterprises Corp., and Tiger Ventures Corp., both of which were dissolved in October, 2005.

The Company’s Canadian Head Office currently employs 39 people (December 31, 2005: 36) consisting of staff and management.

Exhibit 31.1*

CERTIFICATIONS

CERTIFICATION PURSUANT TO

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

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bedo H. Kalpakian, certify that:

I have reviewed this annual report on Form 20F (2005) of Las Vegas From Home.com Entertainment Inc.

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

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

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

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

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

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

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of Directors (or persons performing the equivalent functions):

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

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

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

Date: May 31, 2006

“Bedo H. Kalpakian”

Bedo H. Kalpakian

Chief Financial Officer

Exhibit 31.2*

CERTIFICATIONS

CERTIFICATION PURSUANT TO

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

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jacob H. Kalpakian, certify that:

I have reviewed this annual report on Form 20F (2005) of Las Vegas From Home.com Entertainment Inc.

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

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

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

Date: May 31, 2006

“Jacob H. Kalpakian”

Jacob H. Kalpakian

Chief Executive Officer

Exhibit 32.1*

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

In connection with the Annual Report of Las Vegas From Home.com Entertainment Inc., (the "Company") on Form 20F for the period ended December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), We, Jacob H. Kalpakian, the President and C.E.O.of the Company, and Bedo H. Kalpakian, Chairman and C.F.O. of the Company certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge:

(1)

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

(2)

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

Jacob H. Kalpakian

Bedo H. Kalpakian

“Jacob H.Kalpakian”

“Bedo H. Kalpakian”

President & C.E.O.

Chairman & C.F.O.

May 31, 2006.

Exhibit 99.1*

LAS VEGAS FROM HOME.COM ENTERTAINMENT INC.

AMOUNTS RECEIVABLE/(PAYABLE) FROM RELATED PARTIES AND UNDERWRITERS

PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES

Schedule I


Name of Debtor	Balance, Beginning of Period	Additions	(Collected)/Paid	Amount Written off	Balance, End of period Receivable (Payable)
2005
J. Kalpakian	$ (10,256)		8,155		$ (2,101)
B. Kalpakian	1,731		(1,241)		517
Bronx Ventures Inc.	371,347		(430,692)		(59,345)


2004
J. Kalpakian	$ (13,631)	-	3,375	-	$ (10,256)
B. Kalpakian	5,650	-	(3,919)	-	1,731
Bronx Ventures Inc.	140,832	230,515	-	-	371,347
Webscape/David Neale **	(54)	-	54	-	-



2003
J. Kalpakian	$ (48,929)	35,298	-	-	$ (13,631)
B. Kalpakian	(26,369)	32,019	-	-	5,650
Bronx Ventures Inc.	(26,821)	167,653	-	-	140,832
Webscape/David Neale **	(54)	-	-	-	(54)

** David Neale, a Director of Webscape, resigned as a Director of LVFH during June 2002, and is no longer a related party to the Company.

Exhibit 99.2*

LAS VEGAS FROM HOME.COM ENTERTAINMENT INC.

PROPERTY, EQUIPMENT AND SOFTWARE DEVELOPMENT AND

ACCUMULATED DEPRECIATION AND DEPLETION THEREOF

Schedules II and III

Balance beginning of Period

Additions

Disposals and retirements

Other charges

Balance end of period

2005

Software development costs

Capitalized

Computer equipment

Automobile

Office furniture

Computer under capital lease

Accumulated Amortization

Software development

Computer equipment

Automobile

Office furniture

Computer under capital lease

Net book value

Software development

Costs capitalized

Computer equipment

Automobile

Office furniture

Computer under capital lease

$ 840,880

298,941

64,320

(174,538)

(101,381)

(23,475)

666,342

197,560

40,845

$ 1,375,180

290,160

11,420

7,353

35,728

(283,053)

(92,667)

(1,929)

(719)

(12,253)

197,493

9,491

6,634

(12,253)

$ -

$ 2,216,060

589,101

11,420

7,353

64,320

(457,591)

(194,048)

(1,929)

(719)

(35,728)

1,758,469

395,053

9,491

6,634

28,592

2004

Software development costs

Capitalized

Computer equipment

Computer under capital lease

Accumulated Amortization

Software development

Computer equipment

Computer under capital lease

Net book value

Software development

Costs capitalized

Computer equipment

Computer under capital lease

$ 180,901

130,970

46,092

(72,360)

(40,034)

(6,914)

108,541

90,936

39,178

$ 659,979

167,971

18,228

(102,178)

(61,347)

(16,561)

557,801

106,624

1,667

$ -

$ 840,880

298,941

64,320

(174,538)

(101,381)

(23,475)

666,342

197,560

40,845

2003

Software development costs

Capitalized

Computer equipment

Computer under capital lease

Mineral Property

Accumulated Amortization

Software development

Computer equipment

Computer under capital lease

Net book value

Software development

Costs capitalized

Computer equipment

Computer under capital lease

Mineral property

$ 180,901

94,471

(36,180)

(11,733)

144,721

82,738

$ -

39,323

46,092

(1)

(36,180)

(28,583)

(6,914)

(36,180)

10,740

39,178

(1)

$ -

(2,824)

282

(2,542)

$ -

$ 180,901

130,970

46,092

(72,360)

(40,034)

(6,914)

108,541

90,936

39,178

Exhibit 99.3*

LAS VEGAS FROM HOME.COM ENTERTAINMENT INC.

MARKETABLE SECURITIES - OTHER INVESTMENTS

Schedule IV

December 31, 2005


Name of Issuer and Title of Issuer	Number of Shares/Principal Amount of Bonds	Costs	Market Value	Amount at Which The Portfolio is Carried in the Books


Haemacure Corp.	1,500	$ 383	$ 383	$ 383
Chartwell Technologies	21,400	147,850	88,810	88,810
Navigator Capital	35,076	400,000	290,043	290,043

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

Total Investments

= $ 379,236

EX-3.2 2 ex032.htm NEW BC CORPORATION'S ACT ARTICLES CC Filed by Filing Services Canada Inc. 403-717-3898

Exhibit 3.2* [Form 20F 2005]

LAS VEGAS FROM HOME.COM ENTERTAINMENT INC.
(the “Company”)

Incorporation Number BC0210275

ARTICLES

INTERPRETATION

1.1

Definitions

1.2

Business Corporations Act and Interpretation Act Definitions Applicable

1.3

Conflicts Between Articles and the Business Corporations Act

SHARES AND SHARE CERTIFICATES

2.1

Authorized Share Structure

2.2

Form of Share Certificate

2.3

Shareholder Entitled to Share Certificate or Acknowledgement

2.4

Delivery by Mail

2.5

Replacement of Worn Out or Defaced Share Certificate or Acknowledgement

2.6

Replacement of Lost, Stolen or Destroyed Share Certificate or Acknowledgement

2.7

Splitting Share Certificates

2.8

Share Certificate Fee

2.9

Recognition of Trusts

ISSUE OF SHARES

3.1

Directors Authorized

3.2

Commissions and Discounts

3.3

Brokerage

3.4

Conditions of Issue

3.5

Share Purchase Warrants and Rights

SECURITIES REGISTERS

4.1

Central Securities Register

4.2

Closing Register

SHARE TRANSFERS

5.1

Registering Transfers

5.2

Transferor Remains Shareholder

5.3

Signing of Instrument of Transfer

5.4

Enquiry as to Title Not Required

5.5

Transfer Fee

TRANSMISSION OF SHARES

6.1

Legal Personal Representative Recognized on Death

6.2

Rights of Legal Personal Representative

PURCHASE OR REDEMPTION OF SHARES

7.1

Company Authorized to Purchase or Redeem Shares

7.2

Purchase or Redemption When Insolvent

7.3

Sale and Voting of Purchased Shares

BORROWING POWERS

ALTERATIONS

9.1

Alteration of Authorized Share Structure

9.2

Change of Name

9.3

Other Alterations

10.

MEETINGS OF SHAREHOLDERS

10.1

Annual General Meetings

10.2

Resolution Instead of Annual General Meeting

- 2 -

10.3

Calling of Meetings of Shareholders

10.4

Location of Meeting

10.5

Notice for Meetings of Shareholders

10.6

Record Date for Notice

10.7

Record Date for Voting

10.8

Class Meetings and Series Meetings of Shareholders

10.9

Failure to Give Notice and Waiver of Notice

11.

PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

11.1

Special Business

11.2

Special Majority

11.3

Quorum

11.4

One Shareholder May Constitute Quorum

11.5

Other Persons May Attend

11.6

Requirement of Quorum

11.7

Lack of Quorum

11.8

Lack of Quorum at Succeeding Meeting

11.9

Chair

11.10

Selection of Alternate Chair

11.11

Adjournments

11.12

Notice of Adjourned Meeting

11.13

Decisions by Show of Hands or Poll

11.14

Declaration of Result

11.15

Motion Need Not be Seconded

11.16

Casting Vote

11.17

Manner of Taking Poll

11.18

Demand for Poll on Adjournment

11.19

Chair Must Resolve Dispute

11.20

Casting of Votes

11.21

Demand for Poll

11.22

Demand for Poll Not to Prevent Continuance of Meeting

11.23

Retention of Ballots and Proxies

12.

VOTES OF SHAREHOLDERS

12.1

Number of Votes by Shareholder or by Shares

12.2

Votes of Persons in Representative Capacity

12.3

Votes by Joint Holders

12.4

Legal Personal Representatives as Joint Shareholders

12.5

Representative of a Corporate Shareholder

12.6

Proxy Provisions Do Not Apply to All Companies

12.7

Appointment of Proxy Holders

12.8

Alternate Proxy Holders

12.9

Form of Proxy

12.10

Deposit of Proxy

12.11

Revocation of Proxy

12.12

Revocation of Proxy Must Be Signed

12.13

Production of Evidence of Authority to Vote

13.

DIRECTORS

13.1

First Directors; Number of Directors

13.2

Change in Number of Directors

13.3

Directors' Acts Valid Despite Vacancy

13.4

Qualifications of Directors

13.5

Remuneration of Directors

13.6

Reimbursement of Expenses of Directors

13.7

Special Remuneration for Directors

13.8

Gratuity, Pension or Allowance on Retirement of Director

14.

ELECTION AND REMOVAL OF DIRECTORS

14.1

Election at Annual General Meeting

- 3 -

14.2

Consent to be a Director

14.3

Failure to Elect or Appoint Directors

14.4

Places of Retiring Directors Not Filled

14.5

Directors May Fill Casual Vacancies,

14.6

Remaining Directors Power to Act

14.7

Shareholders May Fill Vacancies

14.8

Additional Directors

14.9

Ceasing to be a Director

14.10

Removal of Director by Shareholders

14.11

Removal of Director by Directors

15.

POWERS AND DUTIES OF DIRECTORS

15.1

Powers of Management

15.2

Appointment of Attorney of Company

16.

DISCLOSURE OF INTEREST OF DIRECTORS

16.1

Obligation to Account for Profits

16.2

Restrictions on Voting by Reason of Interest

16.3

Interested Director Counted in Quorum

16.4

Disclosure of Conflict of Interest or Property

16.5

Director Holding Other Office in the Company

16.6

No Disqualification

16.7

Professional Services by Director or Officer

16.8

Director or Officer in Other Corporations

17.

PROCEEDINGS OF DIRECTORS

17.1

Meetings of Directors

17.2

Voting at Meetings

17.3

Chair of Meetings

17.4

Meetings by Telephone or Other Communications Medium

17.5

Calling of Meetings

17.6

Notice of Meetings,

17.7

When Notice Not Required

17.8

Meeting Valid Despite Failure to Give Notice

17.9

Waiver of Notice of Meetings

17.10

Quorum

17.11

Validity of Acts Where Appointment Defective

17.12

Consent Resolutions in Writing

18.

EXECUTIVE AND OTHER COMMITTEES

18.1

Appointment and Powers of Executive Committee

18.2

Appointment and Powers of Other Committees

18.3

Obligations of Committees

18.4

Powers of Board

18.5

Committee Meetings

19.

OFFICERS

19.1

Directors May Appoint Officers

19.2

Functions, Duties and Powers of Officers

19.3

Qualifications

19.4

Remuneration and Terms of Appointment

20.

INDEMNIFICATION

20.1

Definitions

20.2

Mandatory Indemnification of Directors and Former Directors

20.3

Indemnification of Other Persons

20.4

Non-Compliance with Business Corporations Act

20.5

Company May Purchase Insurance

21.

DIVIDENDS

21.1

Payment of Dividends Subject to Special Rights

21.2

Declaration of Dividends

21.3

No Notice Required

- 4 -

21.4

Record Date

21.5

Manner of Paying Dividend

21.6

Settlement of Difficulties

21.7

When Dividend Payable

21.8

Dividends to be Paid in Accordance with Number of Shares

21.9

Receipt by Joint Shareholders

21.10

Dividend Bears No Interest

21.11

Fractional Dividends

21.12

Payment of Dividends

21.13

Capitalization of Surplus

22.

DOCUMENTS, RECORDS AND REPORTS

22.1

Recording of Financial Affairs

22.2

Inspection of Accounting Records

23.

NOTICES

23.1

Method of Giving Notice

23.2

Deemed Receipt of Mailing

23.3

Certificate of Sending

23.4

Notice to Joint Shareholders

23.5

Notice to Trustees

24.

SEAL

24.1

Who May Attest Seal

24.2

Sealing Copies

24.3

Mechanical Reproduction of Seal

25.

PROHIBITIONS

25.1

Definitions

25.2

Application

25.3

Consent Required for Transfer of Shares or Designated Securities

LAS VEGAS FROM HOME.COM ENTERTAINMENT INC.
(the “Company”)

INTERPRETATION

1.1

Definitions

In these Articles, unless the context otherwise requires:

(1)

“board of directors”, “directors” and “board” mean the directors or sole director of the Company, as the case may be;

(2)

“Business Corporations Act” means the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

(3)

“Interpretation Act” means the Interpretation Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

(4)

“legal personal representative” means the personal or other legal representative of a shareholder, and includes a trustee in bankruptcy of the shareholder;

(5)

“registered address” of a shareholder means that shareholder's address as recorded in the central securities register; and

(6)

“seal” means the seal of the Company, if any.

1.2

Business Corporations Act and Interpretation Act Definitions Applicable

The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to these Articles as if these Articles were an enactment. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles.

1.3

Conflicts Between Articles and the Business Corporations Act

If there is a conflict or inconsistency between these Articles and the Business Corporations Act, the Business Corporations Act will prevail.

SHARES AND SHARE CERTIFICATES

2.1

Authorized Share Structure

The authorized share structure of the Company is as follows:

(1)

An unlimited number of common shares (the “Common Shares”), without nominal or par value, having attached thereto the rights, privileges, restrictions and conditions as set forth below:

(a)

The holders of the Common Shares shall be entitled to receive notice of and to vote at every meeting of the shareholders of the Company and shall have one vote thereat for each Common Share so held;

- 2 -

(b)

Subject to the rights, privileges, restrictions and conditions attached to the Preferred Shares of the Company, the Board of Directors may from time-to-time declare a dividend, and the Company shall pay thereon out of the monies of the Company properly applicable to the payment of the dividends to the holders of Common Shares. For the purpose hereof, the holders of Common Shares receive dividends as shall be determined from time-to-time by the Board of Directors whose determination shall be conclusive and binding upon the Company and the holders of Common Shares; and

(c)

Subject to the rights, privileges, restrictions and conditions attached to the Preferred Shares of the Company, in the event of liquidation, dissolution or winding-up of the Company or upon any distribution of the assets of the Company among shareholders being made (other than by way of dividend out of the monies properly applicable to the payment of dividends) the holders of Common Shares shall be entitled to share equally.

(2)

An unlimited number of Preferred Shares, without nominal or par value, having attached thereto the rights, privileges, restrictions and conditions as set forth below:

(a)

The Board of Directors of the Company may from time-to-time issue the Preferred Shares in one or more series, each series to consist of such numbers of shares as may before issuance thereof be determined by the Board of Directors;

(b)

The Board of Directors of the Company may by resolution alter the Articles of the Company (subject as hereinafter provided) to create any series of Preferred Shares and to fix before issuance, the designation, rights, privileges, restrictions and conditions to attach to the Preferred Shares of each series, including, without limiting the generality of the foregoing, the rate, form, entitlement and payment of preferential dividends, the dates and place to payment thereof, the redemption price, terms, procedures and conditions of redemption, if any, voting rights and conversion rights (if any) and any sinking fund, purchase fund or other provisions attaching to the Preferred Shares of such series; and provided, however, that no shares of any series shall be issued until the Company has filed an alteration to the Notice of Articles with the Registrar of Companies, or such designated person in any other jurisdiction in which the Company may be continued.

(c)

If any cumulative dividends or amounts payable on return of capital in respect of a series of shares are not paid in full the shares of all series shall participate rateably in respect of accumulated dividends and return of capital;

(d)

The Preferred Shares shall be entitled to preference over the Common Shares of the Company and any other shares of the Company ranking junior to the Preferred Shares with respect to the payment of dividends, if any, and in the distribution of assets in the event of liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other distribution of the assets of the Company among its shareholders for the purpose of winding-up its affairs, and may also be given such other preferences over the Common Shares and any other shares of the Company ranking junior to the Preferred Shares as may be fixed by the resolution of the board of Directors of the Company as to the respective series authorized to be issued;

(e)

The Preferred Shares of each series shall rank on a parity with the Preferred Shares of every other series with respect to priority and payment of dividends and in the distribution of assets in the event of liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, exclusive of any conversion rights that may affect the aforesaid;

(f)

No dividends shall at any time be declared or paid on or set apart for payment on any shares of the Company ranking junior to the Preferred Shares unless all dividends, if any, up to and including the dividend payable for the last completed period for which such

- 3 -

dividend shall be payable on each series of the Preferred Shares then issued and outstanding shall have been declared and paid or set apart for payment at the date of such declaration or payment or setting apart for payment on such shares of the Company ranking junior to the Preferred Shares nor shall the Company call for redemption or redeem or purchase for cancellation or reduce or otherwise pay off any of the Preferred Shares (less than the total amount then outstanding) or any shares of the Company ranking junior to the Preferred Shares unless all dividends up to and including the dividend payable on each series of the Preferred Shares then issued and outstanding shall have been declared and paid or set apart for payment at the date of such call for redemption, purchase, reduction or other payment;

(g)

Preferred Shares of any series may be purchased for cancellation or made subject to redemption by the Company out of capital pursuant to the provisions of the Business Corporations Act, if the Board of Directors so provide in the resolution of the Board of Directors of the Company relating to the issuance of such Preferred Shares, and upon such other terms and conditions as may be specified in the designations, rights, privileges, restrictions and conditions attaching to the Preferred Shares of each such series as set forth in the said Resolution of the Board of Directors and Articles of Amendment of the Company relating to the issuance of such series;

(h)

The holders of the Preferred Shares shall not, as such, be entitled as of right to subscribe for or purchase or receive any part of any issue of shares or bonds, debentures or other securities of the Company now or hereafter authorized; and

(i)

No class of shares may be created or rights and privileges increased to rank in parity or priority with the Preferred Shares with regard to the rights and privileges therof and without limiting the generality of the foregoing, capital and dividends, without the approval of the holders of the Preferred Shares.

2.2

Form of Share Certificate

Each share certificate issued by the Company must comply with, and be signed as required by, the Business Corporations Act.

2.3

Shareholder Entitled to Share Certificate or Acknowledgement

Each shareholder is entitled, without charge, to (a) one share certificate representing the shares of each class or series of shares registered in the shareholder's name or (b) a non-transferable written acknowledgement of the shareholder's right to obtain such a share certificate, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate or acknowledgement, and delivery of a share certificate or acknowledgement, for a share to one of several joint shareholders or to one of the shareholders' duly authorized agents will be sufficient delivery to all.

2.4

Delivery by Mail

Any share certificate or non-transferable written acknowledgement of a shareholder's right to obtain a share certificate may be sent to the shareholder by mail at the shareholder's registered address and neither the Company nor any director, officer or agent of the Company is liable for any loss to the shareholder because the share certificate or acknowledgement is lost in the mail or stolen.

2.5

Replacement of Worn Out or Defaced Share Certificate or Acknowledgement

If the directors are satisfied that a share certificate or a non-transferable written acknowledgement of a shareholder's right to obtain a share certificate is worn out or defaced, the directors must, on production to them of the share certificate or acknowledgement, as the case may be, and on such other terms, if any, the directors think fit:

- 4 -

(1)

order the share certificate or acknowledgement, as the case may be, to be cancelled; and

(2)

issue a replacement share certificate or acknowledgement, as the case may be.

2.6

Replacement of Lost, Stolen or Destroyed Share Certificate or Acknowledgement

If a share certificate or a non-transferable written acknowledgement of a shareholder's right to obtain a share certificate is lost, stolen or destroyed, a replacement share certificate or acknowledgement, as the case may be, must be issued to the person entitled to that share certificate or acknowledgement, as the case may be, if the directors receive:

(1)

proof satisfactory to the directors that the share certificate or acknowledgement is lost, stolen or destroyed; and

(2)

any indemnity the directors consider adequate.

2.7

Splitting Share Certificates

If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder's name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.

2.8

Share Certificate Fee

There must be paid to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or 2.7, the amount, if any and which must not exceed the amount prescribed under the Business Corporations Act, determined by the directors.

2.9

Recognition of Trusts

Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as by law or statute or these Articles provided or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.

ISSUE OF SHARES

3.1

Directors Authorized

Subject to the Business Corporations Act and rights of the holders of issued shares of the Company, the Company may issue, allot, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the directors may determine. The issue price for a share with par value must be equal to or greater than the par value of the share.

3.2

Commissions and Discounts

The Company may at any time, pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.

- 5 -

3.3

Brokerage

The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.

3.4

Conditions of Issue

Except as provided for by the Business Corporations Act, no share may be issued until it is fully paid. A share is fully paid when:

(1)

consideration is provided to the Company for the issue of the share by one or more of the following:

(a)

past services performed for the Company;

(b)

property;

(c)

money; and

(2)

the value of the consideration received by the Company equals or exceeds the issue price set for the share under Article 3.1.

3.5

Share Purchase Warrants and Rights

Subject to the Business Corporations Act, the Company may issue share purchase warrants, options and rights upon such terms and conditions as the directors determine, which share purchase warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.

SECURITIES REGISTERS

4.1

Central Securities Register

As required by and subject to the Business Corporations Act, the Company must maintain in British Columbia a central securities register. The directors may, subject to the Business Corporations Act, appoint an agent to maintain the central securities register. The directors may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.

4.2

Closing Register

The Company must not at any time close its central securities register.

SHARE TRANSFERS

5.1

Registering Transfers

A transfer of a share of the Company must not be registered unless:

(1)

a duly signed instrument of transfer in respect of the share has been received by the Company;

(2)

if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate has been surrendered to the Company; and

- 6 -

(3)

if a non-transferable written acknowledgement of the shareholder's right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgement has been surrendered to the Company.

5.2

Transferor Remains Shareholder

Except to the extent that the Business Corporations Act otherwise provides, a transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.

5.3

Signing of Instrument of Transfer

If a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other manner, or, if no number is specified, all the shares represented by the share certificates or set out in the written acknowledgements deposited with the instrument of transfer:

(1)

in the name of the person named as transferee in that instrument of transfer; or

(2)

if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered.

5.4

Enquiry as to Title Not Required

Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgement of a right to obtain a share certificate for such shares.

5.5

Transfer Fee

There must be paid to the Company, in relation to the registration of any transfer, the amount, if any, determined by the directors.

TRANSMISSION OF SHARES

6.1

Legal Personal Representative Recognized on Death

In case of the death of a shareholder, the legal personal representative, or if the shareholder was a joint holder, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder's interest in the shares. Before recognizing a person as a legal personal representative, the directors may require proof of appointment by a court of competent jurisdiction, a grant of letters probate, letters of administration or such other evidence or documents as the directors consider appropriate.

6.2

Rights of Legal Personal Representative

The legal personal representative of a shareholder has the same rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, provided the documents required by the Business Corporations Act and the directors have been deposited with the Company.

- 7 -

PURCHASE OR REDEMPTION OF SHARES

7.1

Company Authorized to Purchase or Redeem Shares

Subject to Article 7.2, the special rights and restrictions attached to the shares of any class or series and the Business Corporations Act, the Company may, if authorized by the directors, purchase, redeem or otherwise acquire any of its shares at the price and upon the terms specified in such resolution.

7.2

Purchase or Redemption When Insolvent

The Company must not make a payment or provide any other consideration to purchase, redeem or otherwise acquire any of its shares if there are reasonable grounds for believing that:

(1)

the Company is insolvent; or

(2)

making the payment or providing the consideration would render the Company insolvent.

7.3

Sale and Voting of Purchased Shares

If the Company retains a share redeemed, purchased or otherwise acquired by it, the Company may sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it:

(1)

is not entitled to vote the share at a meeting of its shareholders;

(2)

must not pay a dividend in respect of the share; and

(3)

must not make any other distribution in respect of the share.

BORROWING POWERS

The Company, if authorized by the directors, may:

(1)

borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that the directors consider appropriate;

(2)

issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as the directors consider appropriate;

(3)

guarantee the repayment of money by any other person or the performance of any obligation of any other person; and

(4)

mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

ALTERATIONS

9.1

Alteration of Authorized Share Structure

(1)

Subject to the Business Corporations Act, the Company may by resolution of the board of directors:

(a)

create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares;

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(b)

increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;

(c)

subject to Article 2.1(2), alter the identifying name of any of its shares;

(d)

subdivide or consolidate all or any of its unissued, or fully paid issued, shares;

(e)

if the Company is authorized to issue shares of a class of shares with par value:

(A)

decrease the par value of those shares; or

(B)

if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;

(f)

change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value; or

(g)

subject to Article 2.1(2), otherwise alter its shares or authorized share structure when required or permitted to do so by the Business Corporations Act.

9.2

Change of Name

The Company may by resolution of the board of directors authorize an alteration of its Notice of Articles in order to change its name or adopt or change any translation of that name.

9.3

Other Alterations

If the Business Corporations Act does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by ordinary resolution alter these Articles.

10.

MEETINGS OF SHAREHOLDERS

10.1

Annual General Meetings

Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act, the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and after that must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors.

10.2

Resolution Instead of Annual General Meeting

If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution under the Business Corporations Act to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 10.2, select as the Company's annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.

10.3

Calling of Meetings of Shareholders

The directors may, whenever they think fit, call a meeting of shareholders.

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10.4

Location of Meeting

A general meeting of the Company may be held anywhere in the world as determined by the directors.

10.5

Notice for Meetings of Shareholders

The Company must send notice of the date, time and location of any meeting of shareholders, in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:

(1)

if and for so long as the Company is a public company, 21 days;

(2)

otherwise, 10 days.

10.6

Record Date for Notice

The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. The record date must not precede the date on which the meeting is held by fewer than:

(1)

if and for so long as the Company is a public company, 21 days;

(2)

otherwise, 10 days.

If no record date is set, the record date is 5:00 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.7

Record Date for Voting

The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. If no record date is set, the record date is 5:00 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.8

Class Meetings and Series Meetings of Shareholders

Subject to the provisions of the Business Corporations Act, unless specified otherwise in these Articles or in the special rights and restrictions attached to any class or series of shares, the provisions of these Articles relating to general meetings will apply, with the necessary changes and so far as they are applicable, to a class meeting or series meeting of shareholders holding a particular class or series of shares.

10.9

Failure to Give Notice and Waiver of Notice

The accidental omission to send notice of any meeting of shareholders to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive or reduce the period of notice of such meeting.

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11.

PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

11.1

Special Business

At a meeting of shareholders, the following business is special business:

(1)

at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of, or voting at, the meeting;

(2)

at an annual general meeting, all business is special business except for the following:

(a)

business relating to the conduct of, or voting at, the meeting;

(b)

consideration of any financial statements of the Company presented to the meeting;

(c)

consideration of any reports of the directors or auditor;

(d)

the setting or changing of the number of directors;

(e)

the election or appointment of directors;

(f)

the appointment of an auditor;

(g)

the setting of the remuneration of an auditor;

(h)

business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution;

(i)

any other business which, under these Articles or the Business Corporations Act, may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders.

11.2

Special Majority

The majority of votes required for the Company to pass a special resolution at a meeting of shareholders is two-thirds of the votes cast on the resolution.

11.3

Quorum

Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is one (1) person who is, or represents by proxy, a shareholder or shareholders holding, in the aggregate, at least five percent (5%) of the issued shares entitled to be voted at the meeting.

11.4

One Shareholder May Constitute Quorum

If there is only one shareholder entitled to vote at a meeting of shareholders:

(1)

the quorum is one person who is, or who represents by proxy, that shareholder, and

(2)

that shareholder, present in person or by proxy, may constitute the meeting.

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11.5

Other Persons May Attend

The directors, the president (if any), the secretary (if any), the assistant secretary (if any), the auditor of the Company, the lawyers for the Company and any other persons invited by the directors are entitled to attend any meeting of shareholders, but if any of those persons does attend a meeting of shareholders, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting.

11.6

Requirement of Quorum

No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting.

11.7

Lack of Quorum

If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:

(1)

in the case of a general meeting requisitioned by shareholders, the meeting is dissolved; and

(2)

in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place.

11.8

Lack of Quorum at Succeeding Meeting

If, at the meeting to which the meeting referred to in Article 11.7(2) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting constitute a quorum.

11.9

Chair

The following individual is entitled to preside as chair at a meeting of shareholders:

(1)

the chair of the board, if any;

(2)

if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any; or

(3)

such other person designated by the directors.

11.10

Selection of Alternate Chair

If, at any meeting of shareholders, the person appointed under section 11.9 above is not present within 15 minutes after the time set for holding the meeting, or if such person is unwilling to act as chair of the meeting, or if such person has advised the secretary, if any, or any director present at the meeting, that such person will not be present at the meeting, the directors present must choose: one of their number, a senior officer or counsel to the Company to chair the meeting or if the director, senior officer or counsel present declines to take the chair or if the directors fail to so choose or if no director, senior officer or counsel is present, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.

11.11

Adjournments

The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

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11.12

Notice of Adjourned Meeting

It is not necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for thirty days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

11.13

Decisions by Show of Hands or Poll

Every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the declaration of the result of the vote by show of hands, is directed by the chair or demanded by at least one shareholder entitled to vote who is present in person or by proxy.

11.14

Declaration of Result

The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under Article 11.13, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

11.15

Motion Need Not be Seconded

No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.

11.16

Casting Vote

In case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

11.17

Manner of Taking Poll

Subject to Article 11.18, if a poll is duly demanded at a meeting of shareholders:

(1)

the poll must be taken:

(a)

at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and

(b)

in the manner, at the time and at the place that the chair of the meeting directs;

(2)

the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and

(3)

the demand for the poll may be withdrawn by the person who demanded it.

11.18

Demand for Poll on Adjournment

A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.

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11.19

Chair Must Resolve Dispute

In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of a meeting of the shareholders must determine the dispute, and his or her determination made in good faith is final and conclusive.

11.20

Casting of Votes

On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.

11.21

Demand for Poll

No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.

11.22

Demand for Poll Not to Prevent Continuance of Meeting

The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded.

11.23

Retention of Ballots and Proxies

The Company must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and during that period, make such ballots and proxies available for inspection during normal business hours by any shareholder or proxyholder entitled to vote at the meeting. At the end of such three month period, the Company may destroy such ballots and proxies.

12.

VOTES OF SHAREHOLDERS

12.1

Number of Votes by Shareholder or by Shares

Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under Article 12.3:

(1)

on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and

(2)

on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy.

12.2

Votes of Persons in Representative Capacity

A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is a legal personal representative for a shareholder who is entitled to vote at the meeting.

12.3

Votes by Joint Holders

If there are joint shareholders registered in respect of any share:

(1)

any one of the joint shareholders may vote at any meeting of the shareholders, either personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or

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(2)

if more than one of the joint shareholders is present at any meeting of the shareholders, personally or by proxy, and more than one of the joint shareholders votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.

12.4

Legal Personal Representatives as Joint Shareholders

Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Article12.3, deemed to be joint shareholders.

12.5

Representative of a Corporate Shareholder

If a corporation, that is not a subsidiary of the Company, is a shareholder, that corporation may appoint a person to act as its representative at any meeting of the shareholders by written instrument, fax or any other method of transmitting legibly recorded messages and:

(1)

for that purpose, the instrument appointing a representative must:

(a)

be received at the registered office of the Company or at any other place specified for the receipt of proxies, in the notice calling the meeting, at least the number of business days for the receipt of proxies specified in the notice, or if no number of days is specified in the notice, at least, two business days before the day set for the holding of the meeting; or

(b)

be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting;

(2)

if a representative is appointed under this Article 12.5:

(a)

the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and

(b)

the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

12.6

Proxy Provisions Do Not Apply to All Companies

Article 12.9 does not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply. Sections 12.7 to 12.15 apply to the Company only insofar as they are not inconsistent with any applicable securities legislation and any regulations and rules made and promulgated under such legislation and all administrative policy statements, blanket orders and rulings, notices and other administrative directions issued by securities commission or similar authorities appointed under that legislation.

12.7

Appointment of Proxy Holders

Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of the shareholders of the Company may, by proxy, appoint one or more (but not more than five) proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the instrument of proxy.

12.8

Alternate Proxy Holders

A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.

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12.9

Form of Proxy

A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form designated by the directors, the scrutineer or the chair of the meeting:

[name of company]
(the “Company”)

The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name], as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day, year] and at any adjournment of that meeting.

Number of shares in respect of which this proxy is given (if no number is specified, then this proxy is given in respect of all shares registered in the name of the undersigned):______________.

Signed [month, day, year]

[Signature of shareholder]

[Name of shareholder- printed]

12.10

Deposit of Proxy

A proxy for a meeting of shareholders must be by written instrument, fax or any other method of transmitting legibly messages and must:

(1)

be received at the registered office of the Company or at any other place specified for the receipt of proxies, in the notice calling the meeting, at least the number of business days specified in the notice for the receipt of proxies, or if no number of days is specified, in the notice, at least two business days before the day set for the holding of the meeting; or

(2)

unless the notice provides otherwise, be deposited at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting.

A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.11

Revocation of Proxy

Subject to Article 12.12, every proxy may be revoked by an instrument in writing that is :

(1)

received at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or

(2)

deposited with the chair of the meeting, at the meeting, before any vote in respect of which the proxy is to be used shall have been taken.

12.12

Revocation of Proxy Must Be Signed

An instrument referred to in Article 12.12 must be signed as follows:

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(1)

if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative;

(2)

if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 12.5.

12.13

Production of Evidence of Authority to Vote

The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.

13.

DIRECTORS

13.1

First Directors; Number of Directors

The first directors are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Business Corporations Act. The number of directors, excluding additional directors appointed under Article 14.8, is set at:

(1)

subject to paragraphs (2) and (3), the number of directors that is equal to the number of the Company's first directors;

(2)

if the Company is a public company, the greater of three and the most recently set of:

(a)

the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and

(b)

the number of directors set under Article 14.4;

(3)

if the Company is not a public company, the most recently set of:

(a)

the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and

(b)

the number of directors set under Article 14.4.

13.2

Change in Number of Directors

If the number of directors is set under Articles 13.1(2)(a) or 13.1(3)(a):

(1)

the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number;

(2)

if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number contemporaneously with the setting of that number, then the directors may appoint, or the shareholders may elect or appoint, directors to fill those vacancies.

13.3

Directors' Acts Valid Despite Vacancy

An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.

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13.4

Qualifications of Directors

A director is not required to hold a share in the capital of the Company as qualification for his or her office but must be qualified as required by the Business Corporations Act to become, act or continue to act as a director.

13.5

Remuneration of Directors

The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

13.6

Reimbursement of Expenses of Directors

The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company.

13.7

Special Remuneration for Directors

If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company's business, he or she may be paid remuneration fixed by the directors, or, at the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he or she may be entitled to receive.

13.8

Gratuity, Pension or Allowance on Retirement of Director

Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his or her spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

14.

ELECTION AND REMOVAL OF DIRECTORS

14.1

Election at Annual General Meeting

At every annual general meeting and in every unanimous resolution contemplated by Article 10.2:

(1)

the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors for the time being set under these Articles; and

(2)

all the directors cease to hold office immediately before the election or appointment of directors under paragraph (1), but are eligible for re-election or re-appointment.

14.2

Consent to be a Director

No election, appointment or designation of an individual as a director is valid unless:

(1)

that individual consents to be a director in the manner provided for in the Business Corporations Act;

(2)

that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director; or

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(3)

with respect to first directors, the designation is otherwise valid under the Business Corporations Act.

14.3

Failure to Elect or Appoint Directors

If:

(1)

the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or

(2)

the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors;

then each director then in office continues to hold office until the earlier of:

(3)

the date on which his or her successor is elected or appointed; and

(4)

the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.

14.4

Places of Retiring Directors Not Filled

If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re-elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.

14.5

Directors May Fill Casual Vacancies,

Any casual vacancy occurring in the board of directors may be filled by the directors.

14.6

Remaining Directors Power to Act

The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or of summoning a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the Business Corporations Act, for any other purpose.

14.7

Shareholders May Fill Vacancies

If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.

14.8

Additional Directors

Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:

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(1)

one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or

(2)

in any other case, one-third of the number of the current directors who were elected or appointed as directors other than under this Article 14.8.

Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 14.1(1), but is eligible for re-election or re-appointment.

14.9

Ceasing to be a Director

A director ceases to be a director when:

(1)

the term of office of the director expires;

(2)

the director dies;

(3)

the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or

(4)

the director is removed from office pursuant to Articles 14.10 or 14.11.

14.10

Removal of Director by Shareholders

The Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy.

14.11

Removal of Director by Directors

The directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence, or if the director ceased to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy.

15.

POWERS AND DUTIES OF DIRECTORS

15.1

Powers of Management

The directors must, subject to the Business Corporations Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Business Corporations Act or by these Articles, required to be exercised by the shareholders of the Company.

15.2

Appointment of Attorney of Company

The directors may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of, or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends) and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such

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attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him or her.

16.

DISCLOSURE OF INTEREST OF DIRECTORS

16.1

Obligation to Account for Profits

A director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business Corporations Act.

16.2

Restrictions on Voting by Reason of Interest

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors' resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.

16.3

Interested Director Counted in Quorum

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.

16.4

Disclosure of Conflict of Interest or Property

A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual's duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act.

16.5

Director Holding Other Office in the Company

A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.

16.6

No Disqualification

No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.

16.7

Professional Services by Director or Officer

Subject to the Business Corporations Act, a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer.

- 21 -

16.8

Director or Officer in Other Corporations

A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested as a shareholder or otherwise, and, subject to the Business Corporations Act, the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other person.

17.

PROCEEDINGS OF DIRECTORS

17.1

Meetings of Directors

The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as the directors think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine.

17.2

Voting at Meetings

Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

17.3

Chair of Meetings

The following individual is entitled to preside as chair at a meeting of directors:

(1)

the chair of the board, if any;

(2)

in the absence of the chair of the board, the president, if any, if the president is a director; or

(3)

any other director chosen by the directors if:

(a)

neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting;

(b)

neither the chair of the board nor the president, if a director, is willing to chair the meeting; or

(c)

the chair of the board and the president, if a director, have advised the secretary, if any, or any other director, that the chair of the board and the president will not be present at the meeting.

17.4

Meetings by Telephone or Other Communications Medium

A director may participate in a meeting of the directors or of any committee of the directors in person or by telephone if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other. A director may participate in a meeting of the directors or of any committee of the directors by a communications medium other than telephone if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other and if all directors who wish to participate in the meeting agree to such participation. A director who participates in a meeting in a manner contemplated by this Article 17.4 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner.

17.5

Calling of Meetings

A director may, and the secretary or an assistant secretary of the Company, if any, on the request of a director must, call a meeting of the directors at any time.

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17.6

Notice of Meetings,

Other than for meetings held at regular intervals as determined by the directors pursuant to Article 17.1, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors by any method set out in Article 23.1 or orally or by telephone.

17.7

When Notice Not Required

It is not necessary to give notice of a meeting of the directors to a director if:

(1)

the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or

(2)

the director has waived notice of the meeting.

17.8

Meeting Valid Despite Failure to Give Notice

The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director does not invalidate any proceedings at that meeting.

17.9

Waiver of Notice of Meetings

Any director may send to the Company a document signed by him or her waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director.

17.10

Quorum

The quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is deemed to be set at two directors or, if the number of directors is set at one, is deemed to be set at one director, and that director may constitute a meeting.

17.11

Validity of Acts Where Appointment Defective

Subject to the Business Corporations Act, an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.

17.12

Consent Resolutions in Writing

A resolution of the directors or of any committee of the directors may be passed without a meeting:

(a) in all cases, if each of the directors entitle to vote on the resolution consents to it in writing; or

(b) in the case of a resolution to approve a contract or transaction in respect of which a director has disclosed that he or she has or may have a disclosable interest, if each of the other directors who are entitled to vote on the resolution consents to it in writing.

A consent in writing under this Article 17 may be evidence by signed document, fax, email or any other method of transmitting legibly recorded messages. A consent in writing may be in two or more counterparts which together are deemed to constitute one entire document. A resolution of the directors or of any committee of the directors passed in accordance with this Article 17.12 is deemed to effective on the date stated in the consent in writing and is deemed to be a proceeding at a meeting of directors or of the committee of the directors and to be valid and effective

- 23 -

as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Business Corporations Act and all the requirements of these Articles relating to such meetings.

18.

EXECUTIVE AND OTHER COMMITTEES

18.1

Appointment and Powers of Executive Committee

The directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and this committee has, during the intervals between meetings of the board of directors, all of the directors' powers, except:

(1)

the power to fill vacancies in the board of directors;

(2)

the power to remove a director;

(3)

the power to change the membership of, or fill vacancies in, any committee of the directors; and

(4)

such other powers, if any, as may be set out in the resolution or any subsequent directors' resolution.

18.2

Appointment and Powers of Other Committees

The directors may, by resolution:

(1)

appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate;

(2)

delegate to a committee appointed under paragraph (1) any of the directors' powers, except:

(a)

the power to fill vacancies in the board of directors;

(b)

the power to remove a director;

(c)

the power to change the membership of, or fill vacancies in, any committee of the directors; and

(d)

the power to appoint or remove officers appointed by the directors; and

(3)

make any delegation referred to in paragraph (2) subject to the conditions set out in the resolution or any subsequent directors' resolution.

18.3

Obligations of Committees

Any committee appointed under Articles 18.1 or 18.2, in the exercise of the powers delegated to it, must:

(1)

conform to any rules that may from time to time be imposed on it by the directors; and

(2)

report every act or thing done in exercise of those powers at such times as the directors may require.

18.4

Powers of Board

The directors may, at any time, with respect to a committee appointed under Articles 18.1 or 18.2:

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(1)

revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding;

(2)

terminate the appointment of, or change the membership of, the committee; and

(3)

fill vacancies in the committee.

18.5

Committee Meetings

Subject to Article 18.3(1) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under Articles 18.1 or 18.2:

(1)

the committee may meet and adjourn as it thinks proper;

(2)

the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting;

(3)

a majority of the members of the committee constitutes a quorum of the committee; and

(4)

questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting does not have a second or casting vote.

19.

OFFICERS

19.1

Directors May Appoint Officers

The directors may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time, terminate any such appointment.

19.2

Functions, Duties and Powers of Officers

The directors may, for each officer:

(1)

determine the functions and duties of the officer;

(2)

entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and

(3)

revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer.

19.3

Qualifications

No officer may be appointed unless that officer is qualified in accordance with the Business Corporations Act. One person may hold more than one position as an officer of the Company. Any person appointed as the chair of the board or as the managing director must be a director. Any other officer need not be a director.

19.4

Remuneration and Terms of Appointment

All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the directors think fit and are subject to termination at the pleasure of the directors, and an officer may in addition to such remuneration be entitled to receive, after he or she ceases to hold such office or leaves the employment of the Company, a pension or gratuity.

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20.

INDEMNIFICATION

20.1

Definitions

In this Article 21:

(1)

“eligible penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;

(2)

“eligible proceeding” means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director, officer, or former officer of the Company (an “eligible party”) or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director, former director, officer or former officer of the Company:

(a)

is or may be joined as a party; or

(b)

is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding;

(3)

“expenses” has the meaning set out in the Business Corporations Act.

20.2

Mandatory Indemnification of Directors and Former Directors

Subject to the Business Corporations Act, the Company may indemnify a director, former director, officer or former officer of the Company and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company may, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and officer is deemed to have contracted with the Company on the terms of the indemnity contained in this Article 20.2.

20.3

Indemnification of Other Persons

Subject to any restrictions in the Business Corporations Act, the Company may indemnify any person.

20.4

Non-Compliance with Business Corporations Act

The failure of a director, former director, officer or former officer of the Company to comply with the Business Corporations Act or these Articles does not invalidate any indemnity to which he or she is entitled under this Part.

20.5

Company May Purchase Insurance

The Company may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:

(1)

is or was a director, alternate director, officer, employee or agent of the Company;

(2)

is or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;

(3)

at the request of the Company, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity;

(4)

at the request of the Company, holds or held a position equivalent to that of a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity;

- 26 -

against any liability incurred by him or her as such director, alternate director, officer, employee or agent or person who holds or held such equivalent position.

21.

DIVIDENDS

21.1

Payment of Dividends Subject to Special Rights

The provisions of this Article 21 are subject to Article 2.1 and to the rights, if any, of shareholders holding shares with special rights as to dividends.

21.2

Declaration of Dividends

Subject to the Business Corporations Act, the directors may from time to time declare and authorize payment of such dividends as the directors may deem advisable.

21.3

No Notice Required

The directors need not give notice to any shareholder of any declaration under Article 21.2.

21.4

Record Date

The directors may set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months. If no record date is set, the record date is 5:00 p.m. on the date on which the directors pass the resolution declaring the dividend.

21.5

Manner of Paying Dividend

A resolution declaring a dividend may direct payment of the dividend wholly or partly by the distribution of specific assets or of fully paid shares or of bonds, debentures or other securities of the Company, or in any one or more of those ways.

21.6

Settlement of Difficulties

If any difficulty arises in regard to a distribution under Article 21.5, the directors may settle the difficulty as the directors deem advisable, and, in particular, may:

(1)

set the value for distribution of specific assets;

(2)

determine that cash payments in substitution for all or any part of the specific assets to which any shareholders are entitled may be made to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and

(3)

vest any such specific assets in trustees for the persons entitled to the dividend.

21.7

When Dividend Payable

Any dividend may be made payable on such date as is fixed by the directors.

21.8

Dividends to be Paid in Accordance with Number of Shares

All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.

- 27 -

21.9

Receipt by Joint Shareholders

If several persons are joint shareholders of any share, any one of such joint shareholders may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

21.10

Dividend Bears No Interest

No dividend bears interest against the Company.

21.11

Fractional Dividends

If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.

21.12

Payment of Dividends

Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the address of the shareholder, or in the case of joint shareholders, to the address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.

21.13

Capitalization of Surplus

Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the surplus or any part of the surplus.

22.

DOCUMENTS, RECORDS AND REPORTS

22.1

Recording of Financial Affairs

The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the Business Corporations Act.

22.2

Inspection of Accounting Records

Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company.

23.

NOTICES

23.1

Method of Giving Notice

Unless the Business Corporations Act or these Articles provides otherwise, a notice, statement, report or other record required or permitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:

(1)

mail addressed to the person at the applicable address for that person as follows:

(a)

for a record mailed to a shareholder, the shareholder's registered address;

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(b)

for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class;

(c)

in any other case, the mailing address of the intended recipient;

(2)

delivery at the applicable address for that person as follows, addressed to the person:

(a)

for a record delivered to a shareholder, the shareholder's registered address;

(b)

for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class;

(c)

in any other case, the delivery address of the intended recipient;

(3)

sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;

(4)

sending the record by email to the email address provided by the intended recipient for the sending of that record or records of that class;

(5)

physical delivery to the intended recipient.

23.2

Deemed Receipt of Mailing

A record that is mailed to a person by ordinary mail to the applicable address for that person referred to in Article 23.1 is deemed to be received by the person to whom it was mailed on the day, Saturdays, Sundays and holidays excepted, following the date of mailing.

23.3

Certificate of Sending

A certificate signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that behalf for the Company stating that a notice, statement, report or other record was addressed as required by Article 23.1, prepaid and mailed or otherwise sent as permitted by Article 23.1 is conclusive evidence of that fact.

23.4

Notice to Joint Shareholders

A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing the notice to the joint shareholder first named in the central securities register in respect of the share.

23.5

Notice to Trustees

A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:

(1)

mailing the record, addressed to such person:

(a)

by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and

(b)

at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or

- 29 -

(2)

if an address referred to in paragraph (1)(b) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

24.

SEAL

24.1

Who May Attest Seal

Except as provided in Articles 24.2 and 24.3, the Company's seal, if any, must not be impressed on any record except when that impression is attested by the signatures of:

(1)

any two directors;

(2)

any officer, together with any director;

(3)

if the Company only has one director, that director; or

(4)

any one or more directors or officers or persons as may be determined by the directors.

24.2

Sealing Copies

For the purpose of certifying under seal a certificate of incumbency of the directors or officers of the Company or a true copy of any resolution or other document, despite Article 24.1, the impression of the seal may be attested by the signature of any director or officer.

24.3

Mechanical Reproduction of Seal

The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as the directors may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and the chair of the board or any senior officer together with the secretary, treasurer, secretary-treasurer, an assistant secretary, an assistant treasurer or an assis tant secretary-treasurer may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.

25.

PROHIBITIONS

25.1

Definitions

In this Article 25:

(1)

“designated security” means:

(a)

a voting security of the Company;

(b)

a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or, on the liquidation or winding up of the Company, in its assets; or

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(c)

a security of the Company convertible, directly or indirectly, into a security described in paragraph (a) or (b);

(2)

“security” has the meaning assigned in the Securities Act (British Columbia);

(3)

“voting security” means a security of the Company that:

(a)

is not a debt security, and

(b)

carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

25.2

Application

Article 25.3 does not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

25.3

Consent Required for Transfer of Shares or Designated Securities

No share or designated security may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

EX-10.9 3 ex109.htm MANAGEMENT SERVICES AGREEMENT CC Filed by Filing Services Canada Inc. 403-717-3898

Exhibit 10.9 (Form 20F 2005)

THIS made effective 1st day of July, 2005.

BETWEEN:

KALPAKIAN BROS. OF B.C. LTD., a corporation duly incorporated pursuant to the laws of the Province of British Columbia

(herein "Corporation")

OF THE FIRST PART

AND:

LAS VEGAS FROM HOME.COM ENTERTAINMENT INC., a corporation duly incorporated pursuant to the laws of the Province of British Columbia

(herein called "LVFH")

OF THE SECOND PART

WHEREAS:

The Corporation has provided management services to LVFH since 1990 and currently provides those services under an agreement dated February 1, 2000, (the "Prior Agreement");

LVFH recognizes the valuable services that the Corporation and the Approved Persons (as hereinafter defined) have provided and are continuing to provide to LVFH and its subsidiaries and believes that it is reasonable and fair to LVFH that the remuneration payable to the Corporation be increased and that the Corporation and the Approved Persons receive fair treatment in the event the Corporation desires to terminate this Agreement for Good Reason (as hereinafter defined) or LVFH terminates this Agreement without Just Cause (as hereinafter defined);

LVFH further recognizes that the Approved Persons have acquired special skills relating to and extensive familiarity with the business of LVFH and its subsidiaries;

The directors of LVFH have determined that it would be in the best interests of LVFH to induce the Corporation and the Approved Persons to continue to supply management services to LVFH and its subsidiaries by indicating that in the event the Corporation desires to terminate this Agreement for Good Reason or LVFH terminates this Agreement without Just Cause, the Corporation and the Approved Persons would have certain automatic and guaranteed rights; and

LVFH, the Corporation and the Approved Persons wish formally to agree as to the terms and conditions that will govern in the event the Corporation desires to terminate this Agreement for Good Reason or LVFH terminates this Agreement without Just Cause.

Page 2

NOW THEREFORE WITNESSETH THAT in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE 1 - DEFINITIONS

1.1

In this Agreement, the following words or expressions shall have the meanings ascribed hereto unless the context otherwise requires:

(a)

"Approved Person" means any person approved by LVFH under Article 5 herein to provide services hereunder on behalf of the Corporation;

(b)

"Control Change" shall mean the occurrence of either:

(i)

the acquisition or continuing ownership of securities ("Convertible Securities") convertible into, exchangeable for or representing the right to acquire shares of LVFH and/or shares of LVFH as a result of which a person, group of persons or persons acting jointly or in concert, or persons associated or affiliated within the meaning of the Securities Act (British Columbia) with any such person, group of persons or any of such persons acting jointly or in concert (collectively, "Acquirors"), beneficially owns shares of LVFH and/or Convertible Securities such that, assuming only the conversion, exchange or exercise of Convertible Securities beneficially owned by the Acquirors, the Acquirors would beneficially own shares that would entitle the holders thereof to cast more than 20% of the votes attaching to all shares in the capital of LVFH that may be cast to elect directors of LVFH; or

(ii)

the exercise of the voting power of shares of LVFH so as to cause or result in the election of two or more directors of LVFH who are not Incumbent Directors;

(c)

"Date of Termination" shall mean the date of termination of this Agreement by the Corporation or by LVFH;

(d)

"Effective Date" means the 1st day of July, 2005;

(e)

"Good Reason" shall include, without limitation, the occurrence of any of the following without the Corporation's written consent:

(i)

a change in the Corporation's or an Approved Person's duties (including any position or duties of an Approved Person as a director or officer of LVFH), responsibilities (including, without limitation, to whom the Corporation or any Approved Person reports and who reports to the Corporation or any Approved Person), title or office, which includes any removal of any Approved Person from or any failure to re-elect or re-appoint any Approved Person to any such positions or offices;

(ii)

a reduction by LVFH or any of its subsidiaries of the remuneration payable to the Corporation under this Agreement or any other form of remuneration or any change in the basis upon which management fees payable to the Corporation hereunder or any other form of remuneration payable by LVFH or its subsidiaries to the Corporation or any Approved Person are determined;

Page 3

(iii)

any failure by LVFH or its subsidiaries to continue in effect any benefit, bonus, profit sharing, incentive, remuneration or compensation plan, stock ownership or purchase plan, stock option plan, pension plan or retirement plan in which the Corporation or any Approved Person is participating or entitled to participate, or LVFH or its subsidiaries taking any action that would adversely affect the Corporation or any Approved Person's participation in or reduce any of their rights or benefits under or pursuant to any such plan, or LVFH or its subsidiaries failing to increase or improve such rights or benefits on a basis consistent with past practices; or

(iv)

LVFH or its subsidiaries relocating any Approved Person to any place other than the location at which he reported for work on a regular basis or a place within ten (10) kilometres of that location; or,

(v)

any failure by LVFH or its subsidiaries to provide any Approved Person with the number of vacation days to which he was entitled or LVFH or its subsidiaries failing to increase such vacation on a basis consistent with past practices; or

(vi)

LVFH or its subsidiaries taking any action to deprive the Corporation or any Approved Person of any material fringe benefit not hereinbefore mentioned which any of them enjoyed, or LVFH or its subsidiaries failing to increase or improve such material fringe benefits on a basis consistent with past practices; or

(vii)

any breach by LVFH of any provision of this Agreement; or

(viii)

the good faith determination by the Corporation that, as a result of any action or event, the status or responsibility in LVFH or its subsidiaries of the Corporation or any Approved Person has been diminished, or the Corporation or any Approved Person is being effectively prevented from carrying out their duties and responsibilities; or

(ix)

the failure by LVFH to obtain, in a form satisfactory to the Corporation, an effective assumption of its obligations hereunder by any successor to LVFH, including a successor to a material portion of its business; or

(x)

there is a Control Change;

(f)

"Incumbent Director" means any member of the Board of Directors of LVFH as of the date hereof and any successor to any Incumbent Director who was recommended or elected or appointed to succeed an Incumbent Director by the affirmative vote of the directors when that affirmative vote includes the affirmative vote of a majority of the Incumbent Directors then on the Board of Directors of LVFH;

(g)

"Just Cause" shall mean:

(i)

the continued failure by the Corporation to substantially perform its duties according to the terms of this Agreement after LVFH has given the Corporation reasonable notice of such failure and a reasonable opportunity to correct it;

Page 4

(ii)

the engaging by the Corporation or any Approved Person in any act that is materially injurious to LVFH, monetarily or otherwise, but not including the expression of opinions contrary to those of directors of LVFH; or

(iii)

the engaging by the Corporation or any Approved Person in any criminal act of dishonesty resulting or intended to result directly or indirectly in personal gain of the Corporation or any Approved Person at the expense of LVFH;

(h)

"Prior Agreement" shall have the meaning ascribed to it in Recital A hereof.

ARTICLE 2 - RETAINER

2.1

Upon and subject to the terms and conditions herein contained, LVFH agrees to retain the Corporation to provide the services hereinafter described. The Corporation hereby accepts LVFH's retainer on the terms and conditions herein contained.

ARTICLE 3 - TERM

3.1

Subject to the automatic extension discussed below, the term of this Agreement shall be for a period of 5 years from the Effective Date. On the first anniversary of the Effective Date and on each anniversary date of the Effective Date thereafter, (including the period during which this Agreement is extended) the term of this Agreement shall be automatically extended by one additional year unless, not less than 180 days prior to any such anniversary, LVFH shall have given written notice to the Corporation that it does not wish to further extend this Agreement.

3.2

Upon the Effective Date, this Agreement shall supersede and replace the Prior Agreement.

3.3

LVFH shall be entitled to terminate this Agreement without notice if the Corporation is unable to supply at least one Approved Person pursuant to Article 5 herein.

ARTICLE 4 - DUTIES

4.1

Without limiting any other obligations imposed on the Corporation pursuant to this Agreement, the Corporation shall, as directed by the Board of Directors or management of LVFH, be responsible:

(a)

to assist in all operational aspects of the business of LVFH;

(b)

to facilitate, with input from the Board of Directors of LVFH, the development of an integrated business plan based on short and long range goals to guide future activities of LVFH;

(c)

to direct and implement approved strategies that will result in the achievement of the goals of LVFH;

(d)

to monitor all aspects of financial performance with the assistance of the officers and employees of LVFH and the Board of Directors of LVFH;

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(e)

to develop operating plans and budgets for review and approval by the Board of Directors of LVFH;

(f)

to set company wide performance objectives;

(g)

to regularly conduct detailed reviews of company operations;

(h)

to manage generally the ongoing business of LVFH.

The Corporation acknowledges and agrees that such duties shall extend to the subsidiaries and affiliates of LVFH.

4.2

The Corporation hereby acknowledges that in discharging its duties as outlined in paragraph 4.1 above, it is of fundamental importance to LVFH that its directors, officers and employees shall maintain confidentiality and the Corporation and any Approved Persons agree to execute such confidentiality agreements as may be reasonably requested by the Board of Directors of LVFH from time to time.

4.3

LVFH acknowledges and agrees that the Corporation or any Approved Person shall provide services on a non-exclusive basis. Without limiting the generality of the foregoing, it is further agreed that the Corporation and any Approved Person may provide management services to other reporting or non-reporting companies so long as such does not interfere with the Corporation's or the Approved Person's duties under this Agreement. If such duties are interfering with the Corporation's or any Approved Person's duties under this Agreement, LVFH shall give notice in writing of such to the Corporation and the Approved Person(s) and the Corporation and/or the Approved Person(s), as the case may be, shall have 120 days from receipt of such notice to remedy the situation.

ARTICLE 5 - APPROVED PERSONS

5.1

In discharging its obligations pursuant to this Agreement, the Corporation shall provide only the services of those persons who are qualified to provide the management services the Corporation is to provide hereunder. The Corporation acknowledges that the qualifications, experience and demonstrated skills of such persons is of fundamental importance to LVFH and agrees that:

(a)

each person shall be proposed by the Corporation and approved by LVFH in advance of that person rendering any services on behalf of the Corporation under this Agreement; and

(b)

LVFH shall have the right, in its reasonable discretion, to refuse the services of any person proposed by the Corporation.

5.2

LVFH specifically acknowledges and approves of the rendering of services on behalf of the Corporation by Jacob Kalpakian and Bedo Kalpakian.

ARTICLE 6 - REMUNERATION

6.1

In consideration of the Corporation entering into this Agreement, LVFH shall pay the Corporation the sum of $360,000 plus GST per year in equal monthly installments of $30,000 plus GST per month and shall reimburse the Corporation for all traveling and other expenses

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actually and properly incurred by the Corporation and all Approved Persons herein in connection with performing services hereunder.

ARTICLE 7 - TERMINATION

7.1

The Corporation may terminate this Agreement at any time upon providing four months notice of termination to LVFH and may terminate this Agreement at any time without prior notice for Good Reason.

7.2

LVFH shall have the following obligations in the event that this Agreement is terminated:

(a)

If this Agreement is terminated by LVFH for Just Cause, or is terminated by the Corporation other than for Good Reason, LFVH shall pay to the Corporation, if not theretofore paid, the fraction of the annual remuneration payable to it pursuant to paragraph 6.1 for the period to and including the Date of Termination, and neither LVFH nor its subsidiaries shall have any further obligations to the Corporation under this Agreement.

(b)

If this Agreement is terminated by LVFH other than for Just Cause, or is terminated by the Corporation for Good Reason:

(i)

as partial compensation for damages suffered by the Corporation for such termination, LVFH shall pay to or to the order of the Corporation by no more than two lump sum payments in cash or certified cheque within ten days after the Date of Termination the annual remuneration payable to it pursuant to section 6.1 for the unexpired term of this Agreement; and

(ii)

if the Corporation or any Approved Person holds any options, rights, warrants or other entitlements for the purchase or acquisition of shares in the capital of LVFH or any affiliate thereof (collectively, "Rights"), regardless of whether such Rights may then be exercised, all such Rights shall then be deemed to be granted to the Corporation and any Approved Person and available for immediate exercise.

7.3

The benefits payable under this Article 7 shall not be reduced in any respect in the event that the Corporation or any Approved Person shall secure or shall not reasonably pursue alternative employment following the termination of the Corporation's services hereunder.

ARTICLE 8 - ASSIGNMENT

8.1

No party may assign its interest in this Agreement without the prior written consent of the other parties.

ARTICLE 9 - RELATIONSHIP BETWEEN PARTIES

9.1

The parties hereto hereby acknowledge and agree that each is an independent contractor, that no party shall be considered to be the agent, partner, representative, master or servant of the other party hereto for any purpose whatsoever, and that no party has any authority to enter into any

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contracts, assume any obligations or to give any warranties or representations on behalf of the other party hereto. Nothing in this Agreement shall be construed to create a relationship of partners, joint venturers, co-owners, fiduciaries or any other similar relationship.

ARTICLE 10 - ENTIRE AGREEMENT

10.1

This Agreement, including all recital paragraphs constitute and contain the entire agreement and contains all of the representations and warranties of the parties and supersedes any prior agreements, whether written or verbal, including without limitation, the Prior Agreement.

ARTICLE 11 - GENERAL

11.1

All recital paragraphs to this Agreement are expressly incorporated herein and form an integral part hereof.

11.2

This Agreement shall be deemed to be made in the Province of British Columbia and shall be construed in accordance with and governed by the laws of such Province exclusively. The parties hereto hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of British Columbia in respect of this Agreement.

11.3

All amounts referred to in this Agreement are in Canadian dollars unless otherwise stated.

11.4

The words "herein", "hereof" or "hereunder" wherever used in any Article, section, paragraph or subparagraph in this Agreement relates to the whole Agreement and not to that Article, section, paragraph or subparagraph only unless the context otherwise requires.

11.5

The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

11.6

Words importing the singular shall include the plural, and the converse shall also apply. Words importing gender shall include all genders.

11.7

If any provision of this Agreement or the application thereof to any circumstances shall be held to be invalid, unenforceable or illegal, such provision or the application thereof to such circumstances shall be deemed to be independent and severable from the remaining provisions of this Agreement and the remaining provisions of this Agreement or the application of the provisions of this Agreement to other circumstances shall not be affected thereby and shall be valid and enforceable to the full extent permitted by law.

11.8

Neither the Corporation nor any Approved Person shall be prohibited in any manner whatsoever from obtaining employment with or otherwise forming or participating in a business competitive to the business of LVFH after termination of this Agreement.

11.9

LVFH agrees to pay, without requiring the Corporation to pay such fees and expenses, all legal fees and expenses that the Corporation may reasonably incur or face arising out of or in connection with this Agreement, including any litigation concerning the validity or enforceability of, or liability under, any provision of this Agreement or any action by the Corporation to enforce its rights under this Agreement, regardless of the outcome of such litigation, and LVFH agrees to pay interest, compounded quarterly, on the total unpaid amount payable under this Agreement, such interest to be calculated at a rate equal to 2% in excess of the prime commercial annual

Page 8

lending rate for Canadian dollar demand loans announced from time to time by the Bank of Montreal during the period of such nonpayment.

11.10

Nothing herein derogates from any rights the Corporation or any Approved Person may have under applicable law, except as set out in this section.

11.11

This Agreement may be amended only by an instrument in writing signed by both parties.

11.12

Neither party may waive or shall be deemed to have waived any right it has under this Agreement (including under this section) except to the extent that such waiver is in writing.

11.13

The Corporation shall obtain and hold the right and benefit of the provisions of this Agreement that are for the right and benefit of any Approved Person in trust for or on behalf of any such Approved Person and LVFH hereby consents to same.

11.14

This Agreement shall be subject to acceptance for filing by the TSX Venture Exchange.

11.15

Any notice required or permitted to be given to any party hereunder shall be validly given if either served personally, delivered to the address provided below, or if mailed by prepaid registered mail to the address below, or if sent by facsimile transmission to the number provided below:

Kalpakian Bros. of B.C. Ltd.
6th Floor, 1199 West Hastings Street
Vancouver, British Columbia V6E 3T5
Facsimile Number: (604) 681-9428

Las Vegas From Home.com Entertainment Inc.
6th Floor, 1199 West Hastings Street
Vancouver, British Columbia V6E 3T5
Facsimile Number: (604) 681-9428

11.16

Any such notice mailed as aforesaid shall be deemed to have been received by and given to the addressee on the 5th business day following the day of mailing, provided, however, that if there is any interruption in normal post office delivery by reason of strike, lockout or labour declarations of work-to-rule, such notice shall be delivered as aforesaid. Any notice sent by facsimile transmission shall be effective upon, but only upon, actual receipt in legible form by the addressee.

11.17

Either party may at any time give notice in writing to the other of any change of address or of facsimile number, or both, of the party giving such notice. Until such notice is received, notice sent to the last official address or facsimile number shall be deemed to be effective notwithstanding an actual change in the same.

11.18

This Agreement may be executed in any number of counterparts and by facsimile, which taken together shall form one and the same agreement.

ARTICLE 12 - FURTHER ACTS AND ASSURANCES

12.1

Each of the parties shall, upon the reasonable request of the other party, make, do or cause to be made, done or executed all such further and other lawful acts, deeds, things, documents and

Page 9

assurances of whatsoever nature and kind for the better or more perfect or absolute performance of the terms and conditions of this Agreement.

ARTICLE 13 - ENUREMENT

13.1

This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

ARTICLE 14 - TIME

14.1

Time shall be of the essence of this Agreement.

IN WITNESS WHEREOF the parties have properly executed this Agreement this

day of September, 2005 with effect as and from the 1^stday of July, 2005.

THE CORPORATE SEAL OF
KALPAKIAN BROS. OF B.C. LTD.
was hereunto affixed in the presence of:

Authorized Signatory

)
)
)
)
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C/S

THE CORPORATE SEAL OF
LAS VEGAS FROM HOME.COM ENTERTAINMENT INC.
was hereunto affixed in the presence of:

Authorized Signatory

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C/S

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AMENDING AGREEMENT

THIS made the 22nd day of September, 2005.

BETWEEN:

KALPAKIAN BROS. OF B.C. LTD., a corporation duly incorporated pursuant to the laws of the Province of British Columbia

(herein "Corporation")

OF THE FIRST PART

AND:

LAS VEGAS FROM HOME.COM ENTERTAINMENT INC., a corporation duly incorporated pursuant to the laws of the Province of British Columbia

(herein called "LVFH")

OF THE SECOND PART

WHEREAS the Corporation and LVFH entered into a Management Services Agreement (the "Agreement") made effective July 1, 2005;

AND WHEREAS section 11.14 of the Agreement provided that it would be subject to acceptance for filing by the TSX Venture Exchange (the "Exchange");

AND WHEREAS the Exchange has issued a Bulletin dated August 31, 2005 announcing that the Exchange will no longer be reviewing contracts relating to management remuneration;

AND WHEREAS it is the parties desire to amend the Agreement;

NOW THEREFORE WITNESSETH THAT in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE 15THE AGREEMENT IS AMENDED BY DELETING SECTION 11.14 IN ITS ENTIRETY.

ARTICLE 16EXCEPT AS HEREBY AMENDED, THE AGREEMENT SHALL REMAIN UNAMENDED AND IN FULL FORCE AND EFFECT.

ARTICLE 17THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF BRITISH COLUMBIA.

Page 11

ARTICLE 18THIS AGREEMENT SHALL ENURE TO THE BENEFIT OF AND BE BINDING UPON THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.

IN WITNESS WHEREOF the parties have properly executed this Agreement as of the day and year first above written.

THE CORPORATE SEAL OF
KALPAKIAN BROS. OF B.C. LTD.
was hereunto affixed in the presence of:

Authorized Signatory

)
)
)
)
)
)
)
)

C/S

THE CORPORATE SEAL OF
LAS VEGAS FROM HOME.COM ENTERTAINMENT INC.
was hereunto affixed in the presence of:

Authorized Signatory

)
)
)
)
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)

C/S

EX-10.12 4 ex1012.htm PURCHASE AND NOVATION AGREEMENT 1

Exhibit 10.12* (Las Vegas Form 20F 2005)

PURCHASE AND NOVATION AGREEMENT

THIS AGREEMENT dated for reference the 5th day of April, 2006.

BETWEEN:

LAS VEGAS FROM HOME.COM ENTERTAINMENT INC., a corporation incorporated under the laws of British Columbia, and having a business address at Suite 100 – 1255 West Pender Street, Vancouver, BC, V6E 2V1

(hereinafter referred to as "LVH")

AND

BRONX VENTURES INC., a corporation incorporated under the laws of British Columbia, and having a business address at Suite 100 – 1255 West Pender Street, Vancouver, BC, V6E 2V1

(hereinafter referred to as "Bronx")

WHEREAS:

LVH and Bronx (then known as Lucky 1 Enterprises Inc.) entered into a licensing agreement (the "Original Agreement") made as of the 4th day of November, 2002, whereby the parties agreed to jointly develop software for Chinese Poker, Big Two and Pan Card Games (the "Three Card Games Software");

pursuant to the Original Agreement, each of LVH and Bronx are entitled to have a 50% ownership interest in the Three Card Games Software, and LVH is the operator of the Three Card Games Software in consideration of a 60% interest in the revenues generated by the Three Card Games Software and Bronx is entitled to receive the remaining 40% (the "Residual Revenue Entitlement") of the revenues generated by the Three Card Games Software, whether such revenues were generated by LVH's operation of the Three Card Games Software or by license to another party; and

LVH now wishes to buy from Bronx, and Bronx now wishes to sell to LVH, all of Bronx's right, title and interest in and to the Three Card Games Software and the Residual Revenue Entitlement, such that upon the consummation of the transactions contemplated herein LVH will own 100% ownership interest in the Three Card Games Software and such that the Residual Revenue Entitlement will vest in LVH.

THEREFORE this Agreement witness that in consideration of the mutual premises and considerations contained herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

Termination of Original Agreement. Subject to the satisfaction of all of the terms and conditions herein, the parties agree that the Original Agreement is terminated and this Agreement replaces the Original Agreement in its entirety.

- 2 -

Purchase and Sale of Bronx's Interest. Bronx shall transfer to LVH all of Bronx's right, title and interest in and to the Three Card Games Software and the Residual Revenue Entitlement. For greater certainty, Bronx shall retain no right, title or interest in the Three Card Games Software whatsoever, and the covenant of LVH to pay to Bronx the Residual Revenue Entitlement as provided for in the Original Agreement is of no further force or effect, other than in respect of such amounts of the Residual Revenue Entitlement that have been accrued to the account of Bronx but unpaid as of the Closing Date (as hereafter defined), such amount to be paid within 30 days of the Closing Date (as hereafter defined). Bronx shall not assert any right of claim or interest in and to the Three Card Games Software, including but not limited to any revenue, royalty, residual or other consideration in respect thereof.

Consideration. LVH shall issue, from treasury, an aggregate of 6,670,000 common shares of LVH (the "Shares") to Bronx, as fully paid and non-assessable securities, at a deemed price of $0.36 per Share. Bronx acknowledges and agrees that the Shares will be subject to a hold period under applicable securities laws and the policies of the TSX Venture Exchange of four months and a day after the Closing Date and a concurrent voluntary hold period of 12 months after the Closing Date to be implemented by way of a legend restricting transfer to be placed on the certificates representing the Shares.

Intellectual Property / Derivative Works. For greater certainty, the Three Card Games Software shall include any and all goodwill and intellectual property related thereto, including but not limited to patents, copyright, trade marks, concepts, technology, processes, know-how, trade secrets, modifications and derivative works relating to the Three Card Games Software.

Return of Property. Bronx shall return to LVH any and all source code, program design specifications and other documents and information relating or pertaining to the Three Card Games Software or the intellectual property related thereto.

Exchange Approval. This Agreement shall be subject to the approval (the "Approval") of the TSX Venture Exchange, and LVH shall use its commercially reasonable best efforts to obtain such approval as expeditiously as possible.

Closing. The transactions and matters contemplated herein shall be completed on the date (the "Closing Date") which is five (5) business days after the receipt of the Approval, always provided that such Approval is on an unconditional basis.

Representations and Warranties of LVH. LVH hereby represents and warrants to Bronx, and acknowledges that Bronx is relying on same in entering into this Agreement, that:

(a)

it is duly incorporated, organized and validly subsisting under the laws of the Province of British Columbia, and it has good and sufficient power, capacity and authority to enter into, execute and deliver this Agreement and to perform its obligations hereunder;

(b)

all necessary corporate action has been taken to authorize the entering into, execution and delivery of this Agreement and the performance of its obligations hereunder; and

(c)

this Agreement constitutes a legal, valid and binding obligation of LVH enforceable against it in accordance with its terms.

Representations and Warranties of Bronx. Bronx hereby represents and warrants to LVH, and acknowledges that LVH is relying on same in entering into this Agreement, that:

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(a)

it is the registered and beneficial owner of a 50% ownership interest in the Three Card Games Software and 100% of the Residual Revenue Entitlement, and Bronx has not sold, assigned, charged, hypothecated, encumbered or otherwise transferred or disposed of said interests or any rights therein or thereto to any other person;

(b)

(c)

all necessary corporate action has been taken to authorize the entering into, execution and delivery of this Agreement and the performance of its obligations hereunder; and

(d)

this Agreement constitutes a legal, valid and binding obligation of Bronx enforceable against it in accordance with its terms.

10.

Independent Legal Advice. The parties hereto acknowledge and agree that Anfield Sujir Kennedy & Durno ("ASKD") has prepared this Agreement on the instructions of both parties, and that ASKD cannot represent or provide advice to either party in preference to the other in respect hereof and any such advice sought or received by either party from ASKD should not be relied on. Each party hereto acknowledges and agrees that it has been advised to obtain independent legal advice concerning this Agreement, and that it has either obtained independent legal advice or has declined to do so despite having fair opportunity to do so.

11.

Entire Agreement and Further Assurances. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. The parties shall execute and deliver any and all such instruments and other documents and perform any and all such acts and other things as may be reasonably necessary or desirable to carry out the intent of this Agreement.

12.

Amendments and Waivers. Any amendments hereto or waivers in respect hereof shall be in writing and signed by the parties hereto. No waiver shall constitute a waiver of any other provision or act as a continuing waiver unless such is expressly provided for.

13.

Invalid Provisions and Limitation. The invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability of any other provision hereof. The courts shall have the power to modify this Agreement, in a manner consistent with the intent of the parties, in order to limit the application of any such offensive provision to the maximum extent permitted by law.

14.

Enurement. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

15.

Governing Law and Forum. This Agreement shall be construed in accordance with and governed by the laws of British Columbia and the laws of Canada applicable therein. The parties irrevocably agree that any dispute which may arise out of or in connection with the performance or the termination of this Agreement shall be settled by binding arbitration conducted in accordance with the provisions of the Commercial Arbitration Act (British Columbia).

16.

Counterparts and Delivery. This Agreement may be executed and delivered in two or more counterparts and by facsimile. Each such counterpart and facsimile shall be deemed an original and together shall form one and the same original instrument, bearing the date set forth on the face page hereof notwithstanding the date of execution or delivery.

17.

Time of the Essence. Time is of the essence of this Agreement.

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IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above written.

LAS VEGAS FROM HOME.COM ENTERTAINMENT INC.

Authorized Signatory

BRONX VENTURES INC.

Authorized Signatory

EX-10.13 5 ex1013.htm 2004 AMENDED STOCK OPTION PLAN DUNSMUIR VENTURES LTD

EXHIBIT 10.13 [FORM 20F – 2005]

LAS VEGAS FROM HOME.COM ENTERTAINMENT INC.

INCENTIVE STOCK OPTION PLAN

[AMENDED]

June 30, 2005

LVH 2004 Stock Option Plan [Amended June 30, 2005]

TABLE OF CONTENTS

PART 1 GENERAL PROVISIONS

Limits with respect to Insiders

1.6.

Limits with respect to Consultants

1.7.

Limits with respect to Persons involved in Investor Relations Activities

1.8.

Non-Exclusivity

1.9.

Amendment and Termination

1.10.

Compliance with Legislation

Option Exercise Price

2.3.

Exercise of Options

2.4.

Amendments to Option Grants

PART 3 MISCELLANEOUS PROVISIONS

PART 4 BOARD APPROVAL

LVH 2004 Stock Option Plan [Amended June 30, 2005]

LAS VEGAS FROM HOME.COM ENTERTAINMENT INC.

INCENTIVE STOCK OPTION PLAN

PART 1
GENERAL PROVISIONS

1.1.

Interpretation

For the purposes of this Plan, the following terms shall have the following meanings:

"Affiliate" means any corporation that is an affiliate of the Corporation within the meaning set forth in the policies of the Exchange, as amended from time to time;

“Associates” has the meaning given in the policies of the Exchange, as amended from time to time;

"Board" means the Board of Directors of the Corporation;

"Consultant" means an individual (other than a director, senior officer or Employee) who:

is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Corporation or an Affiliate, other than services provided in relation to a Distribution;

ii.

provides the services under a written contract with the Corporation or an Affiliate;

iii.

in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the business and affairs of the Corporation or an Affiliate; and

iv.

has a relationship with the Corporation or an Affiliate that enables the Consultant to be knowledgeable about the business and affairs of the Corporation;

and “Consultant” includes a Consultant Company or a Consultant Partnership;

"Consultant Company" means, for an individual Consultant, a company of which the individual consultant is an employee or shareholder;

"Consultant Partnership" means, for an individual Consultant, a partnership of which the individual Consultant is an employee or partner;

"Corporation" means Las Vegas From Home.com Entertainment Inc.;

"Director" means a director of the Corporation or any Subsidiary, and includes an issuer all of the voting securities of which are owned by a Director;

"Disinterested Shareholders" means all of the Shareholders of the Corporation except Insiders of the Corporation who are Eligible Persons, and such Insiders' Associates;

LVH 2004 Stock Option Plan [Amended June 30, 2005]

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“Distribution” has the meaning given in the policies of the Exchange, as amended from time to time;

"Eligible Person" means, subject to all applicable laws, any Employee, Officer, Director, Management Company Employee or Consultant;

"Employee" means,

an individual who is considered an employee of the Corporation or any Subsidiary under the Income Tax Act (Canada) (i.e. for whom income tax employment insurance and CPP deductions must be made at source);

ii.

an individual who works full-time for the Corporation or any Subsidiary providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or any Subsidiary over the details and methods of work as an employee of the Corporation or such Subsidiary, but for whom income tax deductions are not made at source; or

iii.

an individual who works for the Corporation or any Subsidiary on a continuing and regular basis for a minimum amount of time per week providing services normally proved by an employee and who is subject to the same control and direction by the Corporation or any Subsidiary over the details and methods of work as an employee of the Corporation or such Subsidiary, but for whom income tax deductions are not made at source;

and includes an issuer all of the voting securities of which are owned by an Employee;

"Exchange" means the TSX Venture Exchange;

"Insider" means an insider as defined under the policies of the Exchange, as amended from time to time;

"Investor Relations Activities" has the meaning given in the policies of the Exchange, as amended from time to time;

"Management Company Employee" means, an individual employed by a person providing management services to the Corporation or any Subsidiary, which are required for the ongoing successful operation of the business enterprise of the Corporation or any Subsidiary, but excluding a person engaged in Investor Relations Activities;

"Officer" means a senior officer of the Corporation or any Subsidiary and includes an issuer all of the voting securities of which are owned by an Officer;

"Option" means an option to purchase Shares granted to an Eligible Person pursuant to the terms of the Plan;

"Participant" means an Eligible Person to whom an Option has been granted;

"Plan" means this Incentive Stock Option Plan of the Corporation;

"Share Compensation Arrangement" means any stock option, stock option plan, employee stock purchase plan or other compensation or incentive mechanism involving

LVH 2004 Stock Option Plan [April 12, 2004]

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the issuance or potential issuance of Shares, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guarantee or otherwise;

"Shares" means the common shares of the Corporation without par value in the capital of the Corporation;

"Subsidiary" means any company that is a subsidiary of the Corporation as defined under section 1(1) of the Securities Act (British Columbia); and

"Termination Date" means the date on which a Participant ceases to be an Eligible Person.

In this Plan, words imparting the singular number only shall include the plural and vice versa and words imparting the masculine shall include the feminine.

This Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

1.2.

Purpose

The purpose of this Plan is to advance the interests of the Corporation by:

providing Eligible Persons with additional incentive;

encouraging stock ownership by such Eligible Persons;

increasing the proprietary interest of Eligible Persons in the success of the Corporation;

encouraging Eligible Persons to remain with the Corporation or its Affiliates; and

attracting new employees, directors and officers.

1.3.

Administration

The Plan shall be administered by the Board or a committee of the Board duly appointed for this purpose by the Board and consisting of not less than 3 directors. If a committee is appointed for this purpose, all references herein to the Board will be deemed to be references to the Committee.

Subject to the limitations of the Plan, the Board shall have the authority to:

grant Options to purchase Shares to Eligible Persons;

ii.

determine the terms, limitations, restrictions and conditions respecting such grants;

iii.

interpret the Plan and adopt, amend and rescind such administrative guidelines and other rules and regulations relating to the Plan as it shall from time to time deem advisable; and

iv.

make all other determinations and take all other actions in connection with the implementation and administration of the Plan including without limitation for

LVH 2004 Stock Option Plan [April 12, 2004]

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the purpose of ensuring compliance with Section 1.10 hereof as it may deem necessary or advisable.

The Board's guidelines, rules, regulations, interpretations and determinations shall be conclusive and binding upon the Corporation and all other persons.

1.4.

Shares Reserved

A maximum number of 15,866,936 representing 20% of the Company’s issued and outstanding Shares as at May 12, 2005, may be reserved for issuance pursuant to the Plan and any other Share Compensation Arrangement No fractional Shares shall be issued and the Board may determine the manner in which fractional share values shall be treated.

The maximum number of Shares which may be reserved for issuance to any one person in any 12 month period under the Plan and any other Share Compensation Arrangement shall be 5% of the Shares issued and outstanding at the time of the grant (on a non-diluted basis).

If there is a change in the outstanding Shares by reason of any stock dividend or split, recapitalization, amalgamation, consolidation, combination or exchange of shares, or other corporate change, the Board shall make, subject to the prior approval of the relevant stock exchange(s), appropriate substitution or adjustment in:

the number or kind of shares or other securities reserved for issuance pursuant to the Plan; and

ii.

the number and kind of shares subject to unexercised Options theretofore granted and in the option exercise price of such shares; provided however that no substitution or adjustment shall obligate the Corporation to issue or sell fractional shares. If the Corporation is reorganized, amalgamated with another corporation, or consolidated, the Board shall make such provision for the protection of the rights of Participants as the Board in its discretion deems appropriate.

The Corporation shall at all times during the term of the Plan reserve and keep available such number of shares as will be sufficient to satisfy the requirements of the Plan.

1.5.

Limits with respect to Insiders

The maximum number of Shares which may be reserved for issuance to Insiders under the Plan and any other Share Compensation Arrangement shall be 10% of the Shares issued and outstanding at the time of the grant (on a non-diluted basis).

The maximum number of Shares which may be issued and the maximum number of options that may be granted to Insiders under the Plan and any other Share Compensation Arrangement within a 12-month period shall be 10% of the Shares outstanding at the time of the issuance or grant (on a non-diluted basis).

Any entitlement to acquire Shares granted pursuant to the Plan or any other Share Compensation Arrangement prior to the grantee becoming an Insider shall be excluded for the purposes of the limits set out in (a) and (b) above.

LVH 2004 Stock Option Plan [April 12, 2004]

- 5 -

1.6.

Limits with respect to Consultants

The number of Options granted to any one Consultant in a 12 month period under the Plan and any other Share Compensation Arrangement shall not exceed 2% of the issued and outstanding Shares at the time of grant (on a non-diluted basis).

1.7.

Limits with respect to Persons involved in Investor Relations Activities

The aggregate number of Options granted under the Plan and any other Share Compensation Arrangement to persons performing Investor Relations Activities in any 12 month period shall not exceed 2% of the outstanding Shares at the time of grant (on a non-diluted basis).

1.8.

Non-Exclusivity

Nothing contained herein shall prevent the Board from adopting other or additional compensation arrangements, subject to any required approvals.

1.9.

Amendment and Termination

The Board may amend, suspend or terminate the Plan or any portion thereof at any time in accordance with applicable legislation and subject to any required approval. No such amendment, suspension or termination shall effect a change to any Option that is adverse to the Participant holding same or impair any Option or any rights pursuant thereto granted previously to any Participant without the consent of such Participant. If the Plan is terminated, the provisions of the Plan and any administrative guidelines and other rules and regulations adopted by the Board and in force at the time of the Plan shall continue in effect during such time as an Option or any rights pursuant thereto remain outstanding.

1.10.

Compliance with Legislation

The Plan, the grant and exercise of Options hereunder and the Corporation's obligation to sell and deliver Shares upon exercise of Options shall be subject to all applicable federal, provincial and foreign laws, rules and regulations, the policies, rules and regulations of the Exchange and any other stock exchange(s) on which the Shares are listed for trading and to such approvals by any regulatory or governmental agency as may, in the opinion of counsel to the Corporation, be required. The Corporation shall not be obligated by any provision of the Plan or the grant of any Option hereunder to issue or sell Shares in violation of such laws, rules, policies and regulations or any condition of such approvals. No Option shall be granted and no Shares issued or sold hereunder where such grant, issue or sale would require the filing of a prospectus or registration of the Plan or of Shares und er the securities laws of any jurisdiction and any purported grant of any Option or issue or sale of Shares hereunder in violation of this provision shall be void. In addition, the Corporation shall have no obligation to issue any Shares pursuant to the Plan unless such Shares shall have been duly listed, upon official notice of issuance, with the Exchange and all other stock exchanges on which the Shares are listed for trading. Shares issued and sold to Participants pursuant to the exercise of Options may be subject to limitations on sale or resale under applicable securities laws.

1.11.

Representation

The Corporation represents that any Employee, Consultant or Management Company Employee who is granted an Option or Options is a bona fide Employee, Consultant or Management Company Employee, as the case may be, of the Corporation or an Affiliate.

LVH 2004 Stock Option Plan [April 12, 2004]

- 6 -

1.12.

Effective Date

The Plan shall be effective as of the date set out in Section 4.1, but shall be subject to the approval of the Shareholders of the Corporation and acceptance of the Plan by the Exchange. Any Options granted under the Plan prior to such approval and acceptance shall be conditional upon such approval and acceptance being given and no such Options may be exercised unless and until such approval and acceptance have been given.

PART 2
OPTIONS

2.1.

Grants

Subject to the provisions of the Plan, the Board shall have the authority to determine the limitations, restrictions and conditions, if any, in addition to those set forth in Section 2.3 hereof, applicable to the exercise of an Option, including without limitation, the nature and duration of the restrictions, if any, to be imposed upon the sale or other disposition of Shares acquired upon exercise of the Option, and the nature of the events, if any, and the duration of the period in which any Participant's rights in respect of Shares acquired upon exercise of an Option may be forfeited. An Eligible Person may receive Options on more than one occasion under the Plan and may receive separate Options on any one occasion.

2.2.

Option Exercise Price

Subject to a minimum price of CDN $0.10 per share, the Option exercise price shall not be less than the closing price (the "Market Price") of the Shares on the Exchange immediately preceding the day on which the Board grants and provides notice to the Exchange of the Option(s) less the discount to the Market Price permitted by the Exchange.

If Options are granted within ninety days of a Distribution by a prospectus, then the Option exercise price shall not be less than the greater of the price calculated in 2.2(a) or the price per share paid by the public investors pursuant to the Distribution. The ninety day period will commence on the day a receipt is issued for the (final) prospectus or, in the case of a prospectus that qualifies special warrants, on the closing date of the special warrant Distribution.

The Option exercise price shall be subject to adjustment in accordance with the provisions of Section 1.4(c) hereof.

2.3.

Exercise of Options

Options granted must be exercised no later than 5 years after the date of grant or such lesser period as the Board may determine from time to time.

Options shall be non-assignable and non-transferable by the Participants otherwise than by will or the laws of descent and distribution, and shall be exercisable during the lifetime of a Participant only by the Participant and after death only by the Participant's legal representative (subject to the limitation that Options may not be exercised later than 5 years from their date of grant).

Except as otherwise determined by the Board and subject to the limitation that Options may not be exercised later than 5 years from their date of grant:

LVH 2004 Stock Option Plan [April 12, 2004]

- 7 -

if a Participant ceases to be an Eligible Person for any reason whatsoever other than death or termination for cause, each Option held by the Participant other than a Participant who is involved in Investor Relations Activities will cease to be exercisable 90 days after the Termination Date. For Participants involved in Investor Relations Activities, Options shall cease to be exercisable 30 days after the Termination Date. If a Participant ceases to be an Eligible Person because his relationship with the Corporation or Subsidiary is terminated by the Corporation or Subsidiary, as applicable, for cause, his Option shall cease to be exercisable immediately upon such termination on the Termination Date. If any portion of an Option is not vested by the Termination Date, that portion of the Option may not under any circumstances be exercised by the Participant. Without limitation, and for greater certainty only, this provision will apply regardless of whether the Participant received compensation in respect of dismissal or was entitled to a period of notice of termination which would otherwise have permitted a greater portion of the Option to vest with the Participant;

ii.

if a Participant dies, the legal representative of the Participant may exercise the Participant's Options within one year after the date of the Participant's death, but only to the extent the Options were by their term exercisable on the date of death.

Subject to the provisions of this Section 2.3 (d), the Board shall determine the manner in which Options shall vest and become exercisable. Unless the approval of the Exchange is obtained, Options granted under the Plan shall vest at a minimum over a period of 18 months with no more than 25% of such Options vesting immediately and the balance vesting in equal installments every 6 (six) months thereafter. The Board may impose such other restrictions or limitations or requirements upon the exercise of Options as the Board, in its absolute discretion, may determine on the date of grant.

Each Option shall be confirmed by an option agreement executed by the Corporation and by the Participant to whom such Option is granted. Subject to specific variations approved by the Board in respect of any Option, such variations not to be inconsistent with the provisions of the Plan, all terms and conditions set out in the Plan will be incorporated by reference into and form part of any Option granted under the Plan.

The exercise price of each Share purchased under an Option shall be paid in full in cash or by bank draft or certified cheque at the time of such exercise, and upon receipt of payment in full, but subject to the terms of the Plan and the related option agreement, the number of Shares in respect of which the Option is exercised shall be duly issued as fully paid and non-assessable.

Subject to the provisions of the Plan and the related option agreement, an Option may be exercised from time to time by delivery to the Corporation at its registered office of a written notice of exercise addressed to the Secretary of the Corporation specifying the number of Shares with respect to which the Option is being exercised and accompanied by payment in full of the Option exercise price of the Shares to be purchased. Certificates for such Shares shall be issued and delivered to the Optionee within a reasonable period of time following the receipt of such notice and payment.

Notwithstanding any of the provisions contained in the Plan or in any Option, the Corporation's obligation to issue Shares to a Participant pursuant to the exercise of an Option shall be subject to:

LVH 2004 Stock Option Plan [April 12, 2004]

- 8 -

completion of such registration or other qualification of such Shares or obtaining approval of such governmental or regulatory authority as counsel to the Corporation shall reasonably determine to be necessary or advisable in connection with the authorization, issuance or sale thereof;

ii.

admission of such Shares to listing on the Exchange or any other stock exchange on which the Shares may then be listed; and

iii.

the receipt from the Participant of such representations, agreements and undertakings, including as to future dealings in such Shares, as counsel to the Corporation reasonably determines to be necessary or advisable in order to safeguard against the violation of the laws of any jurisdiction.

Notwithstanding anything in the Plan to the contrary, the Board may, at its sole discretion and at any time and from time to time, with respect to any particular Participant who holds an Option that has not fully vested, determine, as evidenced by a Board resolution, that if there is a Take Over Bid, the Option held by that Participant may be exercised by that Participant in full at any time or from time to time on or before its expiry date. For the purposes of this Section 2.3 (j), “Take Over Bid” has the meaning assigned thereto in the Securities Act (British Columbia), but excludes an exempt take over bid pursuant to section 98 of that Act.

Any Participant to whom an Option is granted under the Plan who subsequently ceases to hold the position in which he received such Option shall continue to be eligible to hold such Option as a Participant as long as he otherwise falls within the definition of “Eligible Person” in any capacity.

2.4.

Amendments to Option Grants

Subject to the policies of Exchange, the Board may amend any Option, provided that:

if an amendment impairs such Option or is adverse to the holder thereof, the amendment shall only be made effective after the written consent of the affected Participant to such amendment is received; and

if an amendment reducing the Option exercise price is made to an Option held by an Insider, the amendment shall only be made effective after the approval is received of Disinterested Shareholders at a general meeting of the Shareholders of the Corporation.

PART 3
MISCELLANEOUS PROVISIONS

3.1.

The holder of an Option shall not have any rights as a shareholder of the Corporation with respect to any of the Shares covered by such Option until such holder shall have exercised such Option in accordance with the terms of the Plan (including tendering payment in full of the Option exercise price of the Shares in respect of which the Option is being exercised).

3.2.

Nothing in the Plan or any Option shall confer upon a Participant any right to continue in the employment or engagement of the Corporation or any Affiliate or affect in any way the right of the Corporation or any Affiliate to terminate his employment or engagement at any time; nor shall anything in the Plan or any Option be deemed or construed to constitute an agreement, or an expression of intent, on the part of the Corporation or any Affiliate to extend the employment or engagement of any Participant beyond the date on which he would normally be retired pursuant to the provisions of any present or future

LVH 2004 Stock Option Plan [April 12, 2004]

- 9 -

retirement plan of the Corporation or any Affiliate, or beyond the date on which his relationship with the Corporation or any Affiliate would otherwise be terminated pursuant to the provisions of any employment, consulting or other contract for services with the Corporation or any Affiliate.

3.3.

If and to the extent any Option granted under the Plan expires or is cancelled or terminated without having been exercised in whole or in part, the number of Shares in respect of which such Option expired or was cancelled or terminated shall be considered to be part of the pool of Shares available for Options under the Plan and may be made the subject of a further Option or Options granted pursuant to the Plan.

3.4.

The Corporation makes no representation or warranty as to whether it will be successful in maintaining its listing on the Exchange or whether it will be successful in obtaining a listing for the Shares on any other stock exchange or as to the future market value of the Shares issued on the exercise of any Option.

PART 4
BOARD APPROVAL

4.1.

This Plan was adopted by the Board effective the 30th day of June, 2005, as evidenced by a resolution of the Board consented to in writing.

LVH 2004 Stock Option Plan [April 12, 2004]

EX-21 6 ex210.htm LIST OF SUBSIDIARIES CC Filed by Filing Services Canada Inc. 403-717-3898


Las Vegas From Home.com Entertainment Inc. (“Las Vegas” or “LVFH” or the “Company” or the “Registrant”) (a British Columbia corporation)
	100%		100%		100%		100%		100%
Action Poker Gaming Inc. (“Action Poker”) (an Antiguan Corporation)		Guardian Commerce Ltd. (“Guardian”) (a St. Kitt’s Corporation)		4010493 Canada Inc. (a federally chartered Canadian Corporation)		Action Commerce Limited (“Action Commerce”) (a United Kingdom Corporation)		APG Enterprises Limited. (“APG”) (a Cypriot Corporation)

EX-31 7 ex311.htm CERTIFICATION 302 Exhibit 31

Exhibit 31.1*

CERTIFICATIONS

CERTIFICATION PURSUANT TO

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

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bedo H. Kalpakian, certify that:

I have reviewed this annual report on Form 20F (2005) of Las Vegas From Home.com Entertainment Inc.

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

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

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

Date: May 31, 2006

“Bedo H. Kalpakian”

Bedo H. Kalpakian

Chief Financial Officer

Exhibit 31.2*

CERTIFICATIONS

CERTIFICATION PURSUANT TO

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

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jacob H. Kalpakian, certify that:

I have reviewed this annual report on Form 20F (2005) of Las Vegas From Home.com Entertainment Inc.

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

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

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

Date: May 31, 2006

“Jacob H. Kalpakian”

Jacob H. Kalpakian

Chief Executive Officer

EX-32 8 ex321.htm CERTIFICATION 906 CC Filed by Filing Services Canada Inc. 403-717-3898

Exhibit 32.1*

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

(1)

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

(2)

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

Jacob H. Kalpakian

Bedo H. Kalpakian

“Jacob H.Kalpakian”

“Bedo H. Kalpakian”

President & C.E.O.

Chairman & C.F.O.

May 31, 2006.

EX-99.1 9 ex991.htm SCHEDULE I CC Filed by Filing Services Canada Inc. 403-717-3898

Exhibit 99.1*

LAS VEGAS FROM HOME.COM ENTERTAINMENT INC.

AMOUNTS RECEIVABLE/(PAYABLE) FROM RELATED PARTIES AND UNDERWRITERS

PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES

Schedule I


Name of Debtor	Balance, Beginning of Period	Additions	(Collected)/Paid	Amount Written off	Balance, End of period Receivable (Payable)
2005
J. Kalpakian	$ (10,256)		8,155		$ (2,101)
B. Kalpakian	1,731		(1,241)		517
Bronx Ventures Inc.	371,347		(430,692)		(59,345)


2004
J. Kalpakian	$ (13,631)	-	3,375	-	$ (10,256)
B. Kalpakian	5,650	-	(3,919)	-	1,731
Bronx Ventures Inc.	140,832	230,515	-	-	371,347
Webscape/David Neale **	(54)	-	54	-	-



2003
J. Kalpakian	$ (48,929)	35,298	-	-	$ (13,631)
B. Kalpakian	(26,369)	32,019	-	-	5,650
Bronx Ventures Inc.	(26,821)	167,653	-	-	140,832
Webscape/David Neale **	(54)	-	-	-	(54)

** David Neale, a Director of Webscape, resigned as a Director of LVFH during June 2002, and is no longer a related party to the Company.

EX-99.2 10 ex992.htm SCHEDULE II & III CC Filed by Filing Services Canada Inc. 403-717-3898

Exhibit 99.2*

LAS VEGAS FROM HOME.COM ENTERTAINMENT INC.

PROPERTY, EQUIPMENT AND SOFTWARE DEVELOPMENT AND

ACCUMULATED DEPRECIATION AND DEPLETION THEREOF

Schedules II and III

Balance beginning of Period

Additions

Disposals and retirements

Other charges

Balance end of period

2005

Software development costs

Capitalized

Computer equipment

Automobile

Office furniture

Computer under capital lease

Accumulated Amortization

Software development

Computer equipment

Automobile

Office furniture

Computer under capital lease

Net book value

Software development

Costs capitalized

Computer equipment

Automobile

Office furniture

Computer under capital lease

$ 840,880

298,941

64,320

(174,538)

(101,381)

(23,475)

666,342

197,560

40,845

$ 1,375,180

290,160

11,420

7,353

35,728

(283,053)

(92,667)

(1,929)

(719)

(12,253)

197,493

9,491

6,634

(12,253)

$ -

$ 2,216,060

589,101

11,420

7,353

64,320

(457,591)

(194,048)

(1,929)

(719)

(35,728)

1,758,469

395,053

9,491

6,634

28,592

2004

Software development costs

Capitalized

Computer equipment

Computer under capital lease

Accumulated Amortization

Software development

Computer equipment

Computer under capital lease

Net book value

Software development

Costs capitalized

Computer equipment

Computer under capital lease

$ 180,901

130,970

46,092

(72,360)

(40,034)

(6,914)

108,541

90,936

39,178

$ 659,979

167,971

18,228

(102,178)

(61,347)

(16,561)

557,801

106,624

1,667

$ -

$ 840,880

298,941

64,320

(174,538)

(101,381)

(23,475)

666,342

197,560

40,845

2003

Software development costs

Capitalized

Computer equipment

Computer under capital lease

Mineral Property

Accumulated Amortization

Software development

Computer equipment

Computer under capital lease

Net book value

Software development

Costs capitalized

Computer equipment

Computer under capital lease

Mineral property

$ 180,901

94,471

(36,180)

(11,733)

144,721

82,738

$ -

39,323

46,092

(1)

(36,180)

(28,583)

(6,914)

(36,180)

10,740

39,178

(1)

$ -

(2,824)

282

(2,542)

$ -

$ 180,901

130,970

46,092

(72,360)

(40,034)

(6,914)

108,541

90,936

39,178

EX-99.3 11 ex993.htm SCHEDULE IV CC Filed by Filing Services Canada Inc. 403-717-3898

Exhibit 99.3*

LAS VEGAS FROM HOME.COM ENTERTAINMENT INC.

MARKETABLE SECURITIES - OTHER INVESTMENTS

Schedule IV

December 31, 2005


Name of Issuer and Title of Issuer	Number of Shares/Principal Amount of Bonds	Costs	Market Value	Amount at Which The Portfolio is Carried in the Books


Haemacure Corp.	1,500	$ 383	$ 383	$ 383
Chartwell Technologies	21,400	147,850	88,810	88,810
Navigator Capital	35,076	400,000	290,043	290,043

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

Total Investments

= $ 379,236

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