20-F

U.S. 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 Period Ended December 31, 2009

[ ]

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

For transition period from __________ to __________

[ ]

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

Date of event requiring this shell company report __________

Commission File Number:  000-52311

PLAY LA INC.

(Exact name of Registrant as specified in its charter)

TORTOLA, BRITISH VIRGIN ISLANDS

(Jurisdiction of incorporation or organization)

Mossack Fonseca & Co., Akara Building,

PO Box 3136, 24 De Castro Street, Wickhams Cay 1, Road Town, Tortola, BVI

(Address of principal executive offices)

daveh@playlainc.com              David Hallonquist

(Email address of Contact Person)        (Name of Contact Person)

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

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Common Stock, No Par Value (Title of Class) OTC-BB (Exchange on which registered)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:  None

Number of outstanding shares of each of the Registrant’s classes of capital or common stock as of December 31, 2009 :  11,550,000 Common Shares Without Par Value

Indicate by check mark whether the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

r Yes  þ No

- 2 -

If this report is an annual or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

r Yes  þ No

Note:

Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

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:

þ Yes  r No

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer r

Accelerated filer r

Non-accelerated filer þ

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP þ

International Financial Reporting Standards as issued

Other r

   By the International Accounting Standards Board r

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

r Item 17 r Item 18

If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

r Yes  þ No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by court.

r Yes  r No

- 3 -

INFORMATION TO BE INCLUDED IN THE REPORT

Convention

In this Form 20-F all references to “Tortola” are references to Tortola, British Virgin Islands.  All references to the “Government” are references to the government of Tortola, British Virgin Islands.  Unless otherwise noted all references to “common shares”, “shares” or “common stock” are references to the common shares of the Registrant.  All references to “the Company”, “the Registrant” or “Play LA” are references to “Play LA Inc.”.

In this document, all references to “SEC” or “Commission” are reference to the United States Securities and Exchange Commission.  References to “$” are to the currency of the United States of America.

Forward Looking Statements

This Form 20-F includes "forward-looking statements".  A shareholder or prospective shareholder should bear this in mind when assessing the Registrant’s business.  All statements included in this registration statement, other than statements of historical facts, including, without limitation, the statements located elsewhere herein regarding industry prospects and the Registrant’s financial position, are forward-looking statements.  Although the Registrant believes that the expectations reflected in such forward looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct.

- 4 -

TABLE OF CONTENTS

Item 1.

Item 4.

Item 4A.

Item 5.

Item 17.

PART I

Item 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

A.

Directors and Senior Management

Not applicable

B.

Advisers

Not applicable

C.

Auditors

The auditors for the Registrant were Peterson Sullivan, PLLC, of Suite 2300, 601 Union Street, Seattle, Washington, 98101, USA for the Registrant’s December 31, 2005, 2006 and 2007 year end.  

The current auditors for the Registrant are Jewett Schwartz Wolfe and Associates.  They are located at 200 South Park, Suite 150, Hollywood, Florida, 33021 USA.  Jewett Schwartz Wolfe and Associates have audited the Registrant’s December 31, 2008 and 2009 year end.

Item 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable

Item 3.

KEY INFORMATION

A.

Selected Financial Data

The Registrant was incorporated as Argosy Enterprises Limited in Tortola, British Virgin Islands on September 27, 2005.  The Registrant changed its name to Play LA Inc. on October 20, 2005.  The Registrant has selected a December 31 year end.  The financial periods reported in this annual return are the periods from inception on September 27, 2005 to December 31, 2005 (audited), January 1, 2006 to December 31, 2006 (audited), January 1, 2007 to December 31, 2007 (audited) January 1, 2008 to December 31, 2008 (audited) and January 1, 2009 to December 31, 2009 (audited).  

The selected financial data which is provided under this item is for the periods from inception on September 27, 2005 to December 31, 2005 (audited), January 1, 2006 to December 31, 2006 (audited), January 1, 2007 to December 31, 2007 (audited), January 1, 2008 to December 31, 2008 (audited) and January 1, 2009 to December 31, 2009 (audited).  This information should be read in conjunction with the Registrant’s financial statements and notes thereto.  The selected financial data provided below are not necessarily indicative of the future results of operations or financial performance of the Registrant.  The Registrant has not paid any dividends on its common shares and it does not expect to pay dividends in the foreseeable future.

The financial statements of the Registrant for the period from inception on September 27, 2005 to December 31, 2005, January 1, 2006 to December 31, 2006 and January 1, 2007 to December 31, 2007 have been audited by Peterson Sullivan PLLC, independent registered public accountants.  The financial statements for the period from January 1, 2008 to December 31, 2008 and January 1, 2009 to December 31, 2009 have been audited by Jewett Schwartz Wolfe and Associates, independent registered public accountants. They are maintained in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

	Period from	Period from	Period from	Period from	Period from
	Inception	Jan 1, 2006 to	Jan 1, 2007 to	Jan 1, 2008 to	Jan 1, 2009 to
	Sep 27, 2005	Dec 31, 2006	Dec 31, 2007	Dec 31, 2008	Dec 31, 2009
	to Dec 31, 2005
Amounts in Accordance with US GAAP (presented in U.S. dollars):
Total Assets	$108,000	$100,063	$778,861	$381,614	$330,552
Net working capital	$74,759	$89,147	$397,487	$71,259	(240,544)
Share capital	$103,000	$162,650	$1,186,150	$1,181,150	$1,217,207
Shareholders’ Equity	$74,759	$89,147	$731,101	$326,795	$(22,919)
Loss (from operations)	$28,241	$45,262	$381,546	$399,306	$385,771
Loss per share (basic and diluted)	$0.04	$                -	$0.03	$0.03	$0.03
Weighted average number of		9,549,575	11,438,384	11,761,803	11,527,534
common shares (basic and diluted)

B.

Capitalization and Indebtedness

Not applicable

C.

Reasons for the Offer and Use of Proceeds

Not applicable

D.

Risk Factors

The following risks relate specifically to the Registrant’s business and should be considered carefully.  The Registrant is in its development stage.  The occurrence of any one or more of the events outlined under this section could have severe consequences on the Registrant's business, financial condition and results of operations and could result in the cessation of operations or bankruptcy.

The Company has no material assets or intellectual property rights and accordingly there is no underlying value available to shareholders in the event of a bankruptcy or winding up.  

Our Company has no significant assets, intellectual property rights or financial resources.  In the event of a bankruptcy or winding up of our Company, there is no underlying value which could be realized by a third party sale and no funds will be available to shareholders to offset the cost of their investment in the Company’s shares.

The Company’s independent auditors report expresses substantial doubt about our Company’s ability to continue as a going concern which highlights the likelihood that our business will fail and shareholders will lose their entire investment.

The report of our independent auditors on our financial statements for the year ended December 31, 2009 contained an explanatory paragraph indicating there is substantial doubt about our ability to continue as a going concern.  This highlights the vulnerability for failure of start up companies such as ours and stresses the likelihood that shareholders in our Company will lose their entire investment.

Our Company must raise additional capital through private placements to maintain operations and expand our business, there is no assurance that additional capital will be available and in the absence of such capital, our business will fail and shareholders will lose their entire investment.

Our Company requires additional capital to maintain its current operations and to implement its business plan.  The Company will seek investment through private placements however, the Company’s ability to attract such investment is completely uncertain and in the absence of additional financing, the Company will fail and shareholders will lose their entire investment.  

Our Company has no operating history as an internet advertising company.  This lack of experience may result in poor business decisions, failure of our business and a loss of investors’ entire investment.

Our Company is starting up operations in an emerging and rapidly evolving market.   With no experience to draw on in internet advertising, management of the Company may make poor decisions or misjudge demand for the Company’s proposed services.  This lack of experience jeopardizes our Company’s chances for success and creates a substantial risk of our shareholders losing their entire investment.  

We rely on a small number of key personnel, their departure may cause our Company to fail and result in the loss of your investment.

Our Company is highly dependent on the services of Mr. Hallonquist and Mr. Cole.  Mr. Hallonquist in particular is the driving force behind implementation of our plan of operation.  The loss of Mr. Hallonquist or Mr. Cole’s services for whatever reason would result in the Company ceasing operations and the loss of shareholders’ investment.  

Competition in internet advertising is intense.  Our Company will be challenged to achieve market penetration and our failure to do so will cause us to cease operations resulting in a loss of your investment.

The market for Internet advertising technologies and services is intensely competitive.  The Company expects this competition to continue to increase because there are no significant barriers to entry into the market.  Our ability to survive in this competitive environment is uncertain.  If we do not compete effectively, our business will fail resulting in the loss of your investment.

Internet gaming is government controlled in our targeted European markets.  If these markets are not opened to private sector igaming, there will be very limited potential for advertising revenue for our Company, our business plan may fail and you will lose your investment.

The primary markets we have targeted in the European Union maintain government control over internet gaming.  Our business model assumes that over time, the private sector will be allowed to compete with government controlled igaming businesses which will create potential revenues for our Company.  If private sector igaming is not allowed to compete, we will not secure the anticipated advertising revenue, our business plan may fail and you could lose your entire investment.

Risks related to Internet advertising acquisition strategy

Our internet advertising acquisition strategy is unproven, our failure to acquire other established internet advertising businesses will cause our company to fail and you will lose your entire investment.

Our business plan assumes continued growth of internet advertising, if this growth is not achieved, our business will fail and you will lose your entire investment.

Management anticipates substantially all of the Company’s revenue will be derived from Internet advertising.  However, the market from Internet advertising may decrease in the future for a number of reasons, including the following:

§

the rate at which Internet users take action in response to an ad may decrease;

§

the popularity of the Internet as an advertising medium could decrease;

§

Internet users may install existing or to-be-developed software programs that allow them to prevent ads from appearing on their screens;

§

advertisers may prefer an alternative Internet advertising format, product or service which the Company might not offer; and

§

the Company may be unable to make the transition to new Internet advertising formats preferred by advertisers.

A downturn in Internet advertising for any of these reasons will result in the failure of the Company’s business and a loss of your investment.

Our business is vulnerable to changes in government regulation and industry standards applicable to the Internet and Internet advertising which could negatively impact the value of your investment.

Laws and regulations that apply to Internet communications, commerce and advertising are becoming more prevalent.  These regulations could affect the costs of communicating on the Internet and could decrease demand for the Company’s technologies and services or increase the Company’s costs.

If new, restrictive legislation is adopted, it could hinder growth in the use of the Internet generally, and decrease the acceptance of the Internet as a communications, commercial and advertising medium.  Our business would suffer as a result and your investment would lose value or be lost entirely.

Our business is vulnerable to new technologies which block the ability to serve advertisements, these technologies would negatively impact our business causing a decline or loss of your investment.

Technologies have been developed and distributed that are designed to block the appearance of pop-up and pop-under ads on website pages viewed by Internet users.  These ad-blocking technologies may become more effective and their use may become more widespread, and they may block the display of other current or future formats that the Company may use to deploy the Company’s ads.  Ad-blocking technology could reduce demand for the Company’s technologies and services and cause a failure of the Company’s business resulting in a loss of investors’ capital.

Our business depends heavily on data collection and use from advertising campaigns, restrictions on our ability to collect and use this data will negatively impact our business and result in a decline or loss of your investment.

The Company may use technologies to collect information such as a user's IP address, ads delivered by the Company that have been previously viewed by the user and responses by the user to those ads. In order to determine the effectiveness of an advertising campaign by any one of the Company’s advertisers and to determine how to modify the campaign, the Company needs to access and analyze this information.  Interruptions, failures or defects in the Company’s data collection systems, as well as privacy concerns regarding the collection of user

data, could limit our Company’s ability to analyze data from advertisers' advertising campaigns.  This would negatively impact the Company’s business and result in a decline or loss of your investment.

Changes or Increases in the Taxation of Internet Gaming may adversely affect the Company’s revenue and decrease the value of your investment.

The gaming industry is typically subject to significant taxation and fee assessment in addition to corporate income taxes generally assessed on business operations.  These additional taxes and fees are subject to increase at any time, and may be materially increased either prospectively or retroactively.  If, for example, the current Igaming corporate tax rate of 2.5% in the UK were to increase to 15%, which is a level currently being discussed, it could discourage existing gaming operators from targeting that country, or spending at the same levels of advertising as they are currently.  A reduction or retraction of advertising budgets targeting a country that the Company intends to focus its advertising activities to, would reduce the number and size of potential clients and advertising budgets each operator intends to spend.  Therefore, a material increase in internet gaming taxes could adversely affect the Company
46;s revenue and your investment.

Gambling debts are unenforceable which can affect Igaming revenues, advertising and our Company’s profitability resulting in a decrease in the value of your investment.

The laws of most countries stipulate that gambling debts are unenforceable.  If our Company’s clients sustain high operating losses due to uncollectible gambling debts, it would adversely impact their advertising budgets and result in a loss of revenue for our Company.  This would adversely affect our share price and the value of your investment.

The Introduction of Anti-Igaming Legislation in EU Countries could severely curtail the market for the Company’s services resulting in a decrease in the value of your investment.

A substantial portion of the Company’s planned business is anticipated to come from EU Countries.  Many EU Countries are considering legislation for gaming ownership and the provision of gaming services.  While some large countries like France and Germany are currently engaged in talks with the European Commission to liberalise their igaming markets, other countries such as the Netherlands are steadfastly opposed to opening up their government run monopolies to private operators. It is possible that some EU countries could prohibit Internet gaming.  Although there is a movement underway, headed by the European Commission, to open up government run monopolies to competition from the private sector, there is no certainty that all countries will move towards liberalization.  In this event, the demand for Igaming advertising would decrease substantially, negatively impacting our business and causing the value of your i nvestment to decrease.

Our shares are considered Penny Stock and are subject to the Penny Stock rules, which may adversely affect your ability to sell your shares

Rules 15g-1 through 15g-9 promulgated under the Exchange Act impose sales practice and disclosure requirements on certain broker-dealers who engage in certain transactions involving Penny Stock.  Subject to certain exceptions, a Penny Stock generally includes any non-NASDAQ equity security that has a market price of less than $5.00 per share.  We anticipate that our shares are deemed to be Penny Stock for the purposes of the Exchange Act.  The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of our shares and impede the sale of our shares in the secondary market.

Under the Penny Stock regulations, a broker-dealer selling Penny Stock to anyone other than an established customer or Accredited Investor (generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to sale,

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

The Financial Industry Regulatory Authority or FINRA, has adopted sales practice requirements which may also limit a stockholder’s ability to buy and sell our stock

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer.  Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information.  Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Our common shares trading on the OTC Bulletin Board is limited and sporadic making it difficult for our shareholders to sell their shares or liquidate their investments.

Our common shares are currently listed for public trading on the OTC Bulletin Board.  The trading price of our common shares has been subject to fluctuations and trades sporadically.  Trading prices of our common shares may fluctuate in response to a number of factors, many of which will be beyond our control.  The stock market has generally experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the companies with no current business operation.  There can be no assurance that trading prices and price earnings ratios previously experienced by our common shares will be matched or maintained.  These broad market and industry factors may adversely affect the market price of our common shares, regardless of our operating performance.

We have not declared dividends and may never declare dividends, which may affect the value of your shares

We have never declared or paid any dividends on our common stock and do not expect to pay any dividends in the foreseeable future.  This may prove unattractive to certain purchasers of our shares making it difficult for you to sell your stock.

Economic conditions could adversely affect our prospects and our results of operations

Our business may be affected by the general global economic recession and other market or economic challenges experienced by the U.S. and world markets. Uncertainty about the current global economic conditions poses a risk as consumers and businesses may postpone spending in response to tighter credit, negative financial news and/or declines in income or asset values, which could have a material negative effect on the demand for our products and services. While the igaming industry have been relatively stable, the growth rate slowed during 2009 and we cannot predict whether the industry growth rate will continue to decline.

Foreign currency risk

Our clients are located in foreign countries.  As a result, our financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets. Because our revenues are currently denominated in U.S. dollars, a strengthening or weakening of the dollar will affect our financial statements due to the fluctuating dollar.  Monetary assets and liabilities denominated in foreign currencies are affected by changes in the exchange rate between the US dollar and foreign currencies.  We have not hedged foreign currency exposures related to transactions denominated in currencies other than U.S. dollars. We do not engage in financial transactions for trading or speculative purposes.

Our objective in managing foreign currency risk is to minimize our net exposures to foreign currency cash flows by converting cash balances into foreign currencies to the extent practical to match other foreign currency obligations, and vice versa.

Interest Rate Risk

Interest rate risk refers to fluctuations in the value of a security resulting from changes in the general level of interest rates. Investments that are classified as cash and cash equivalents have original maturities of three months or less. Our interest income is sensitive to changes in the general level of U.S. interest rates.  We do not have significant short-term investments, and due to the short-term nature of our investments, we believe that there is not a material risk exposure.

Credit Risk

Our accounts receivables are subject, in the normal course of business, to collection risks. We regularly assess these risks and have established policies and business practices to protect against the adverse effects of collection risks. As a result we do not anticipate any material losses in this area.

Item 4.

INFORMATION ON THE REGISTRANT

A.

History and Development of the Registrant

The Registrant was incorporated as Argosy Enterprises Limited in Tortola, British Virgin Islands on September 27, 2005.  The Registrant changed its name to Play LA Inc. on October 20, 2005.  The Registrant was incorporated under the British Virgin Islands International Business Companies Ordinance of 1984.  The Registrant’s office is located at 20 Mount Clapham, St. Michael, Barbados, BB14005. The telephone number is (246) 431-0493, the facsimile number is (246) 431-0078.

Since its incorporation, the Registrant has not undergone any material reclassification, merger or consolidation, and has no subsidiaries.  The Registrant has not completed any acquisitions or dispositions of material assets as well it has not undergone a material change in the types of products or services it renders, during this current financial period.  The Registrant has not been the subject of any bankruptcy, receivership or similar proceedings.

The Registrant commenced operations in May, 2007, after the acquisition of two websites, and has continued  operations through the current period. The acquisition costs of the two websites were $392,280 (£190,000).  At the beginning of 2010, the Registrant acquired two additional websites.  The acquisition costs of the additional two websites were approximately $307,200. During the current financial period, the Registrant has not made any principal capital expenditures or divestitures.  The Registrant has not received nor made any public takeover offers.  

B.

Business Overview

Company Overview

Play LA Inc. (the “Registrant”) is a Tortola, British Virgin Island holding company which was formed in 2005.  The principal business of the Registrant is to identify and acquire businesses and assets relating to online content publishing and internet advertising solutions for online gaming operators.  Specifically, the Registrant’s  strategy will focus primarily on United Kingdom (“UK”) and Western European based online gaming content websites to create a comprehensive, customized, and responsive advertising network to service the advertising and promotional needs of online gaming operations.  The Registrant will not acquire sites that target players in the United States or Canada nor will the Registrant target its services towards customers (i.e., gaming operators) from those two countries. The Registrant’s first two acquired websites focus on the UK market. The Registrant s ubsequently developed eight more websites which target Spain, Italy, Germany and Sweden. During the current period, 90% of the registrant’s revenues were generated from the UK market, while the remaining 10% was generated from the other four countries. Subsequent to the current period, the Registrant acquired two additional websites to expand its market, targeting players in the UK, as well as in Romania, Denmark, Norway and France.

Established online gaming operators maintain large advertising budgets.  The online gaming market is competitive and the Registrant believes there is a niche for a larger, multi-national and multi-lingual advertising company which can deliver results to a targeted demographic group.  The Registrant, through its subsidiaries, intends to capture this market opportunity by focusing on the following high level strategies:

Ø

Providing relevant, appealing, localized and up-to-date content on the online gaming industry to gaming enthusiasts in each of the Registrant’s target markets.  Such content will draw interest to the Registrant’s sites and in turn drive traffic and incremental revenues to advertisers.

Ø

The Registrant’s sales activities will aggressively target all online and land based gaming operators, from start-up operations to established businesses with over $50 million in annual advertising budgets, with the aim to establish the Registrant’s position as an internet-based, value-added advertising solutions provider.  

Ø

Continuing to invest in advertising technology and technology platforms which are robust and scalable.

Ø

Partnering with online affiliate marketing networks to maximize delivery of real money players to gaming operators.

Ø

Implementing a sophisticated customer relationship management (“CRM”) application to track the most popular gaming content, player preferences, demographic information and other valuable information that will allow the Registrant to provide completely tailored advertising programs for its customers.  

Ø

Centralizing key administrative processes, such as data collection, accounting, site maintenance, etc. to capture the economies of scale derived from the Registrant’s acquisition strategy.

Corporate Mission

The Registrant’s mission is to be the premier network advertising and promotional solution company for the online gaming sector.  To do so, the Registrant’s management is committed to: (1) establish a portfolio of advertising and digital content delivery assets focused on serving the growing online gaming and entertainment markets; (2) design and offer tailored advertising programs customized for the unique requirements of gaming and entertainment companies in the UK and Western Europe; and (3) centralize administrative, development and content creation efforts by outsourcing services to specialized third parties.

As with the development of any business, our long term and medium term objectives are subject to the successful completion of our short term objectives.  Failure to execute our short term objectives will require us to revise our

medium and long term objectives or to revise our business plan.  Our short term, medium term and longer term objectives are goals. They are not bench marks which have been achieved.  All of our objectives are susceptible to the risk factors which are summarized on pages 7 to 11 of this registration statement.

Short-Term Objectives

The Registrant’s key objectives in the short-term are to update the existing websites with interactive features to build user loyalty, develop improvements to increase conversions, and then develop and launch 4 new websites targeting the casino sector.    This will allow the Company to increase the visitor traffic to the websites through natural search and also increase overall website traffic through the introduction of a third related gaming vertical, Casino.  In particular, the Registrant is targeting the following critical strategic and tactical objectives over the next 12 months:

1.

 Develop Web 2.0 Features into the redeveloped Websites – The newest development into website design includes interactive features and tools which engage the user and promote visitor frequency. The addition of features such as forums and blogs, streaming video, and RSS feed syndication all contribute to higher visitor usage and are the features that the Registrant plans to build into the new websites.

2.

 Develop 4 new websites targeting the Casino Sector – The Registrant plans to use the new CMS system to build and launch new websites targeting the casino sector. The websites will be in French, German, Italian and Spanish, and will include the Web 2.0 features added to the existing websites.

3.

Develop new websites targeting countries that are legalizing online gaming – The Registrant plans to build new websites targeting Countries that are introducing legislation to regulate and legalize online gaming, such as South Africa.

Medium-Term Objectives

In the medium-term, the Registrant’s key objectives are to continue to identify and acquire suitable targets, secure necessary funding to execute the acquisitions, and integrate acquired subsidiaries to form a cohesive advertising network.    The Registrant is targeting the following critical strategic and tactical objectives in 12 to 24 months:

1.

Continue with acquisition plans and continue to seek additional funding.  The Registrant will continue to seek acquisitions targets that add value to its strategy.  The Registrant will require additional financing from various sources to adequately fund any subsidiaries which it may acquire.

2.

Begin targeting larger acquisitions.  Management anticipates that as the Registrant makes a number of acquisitions to reach critical mass, the Registrant will target increasingly larger acquisition targets to accelerate its growth.

3.

Standardize branding and services across all operations.  In order to increase the collective value of the Registrant’s acquired operations, the Registrant will standardize its branding across all operations.  This initiative will include standardizing the quality and types of content delivered to readers, the manner in which content and advertising is displayed to the visitors, all aspects of customer service, and ensuring all sites are capturing necessary visitor information.  

4.

Centralize key administrative processes.  Processes such as data collection, accounting, site maintenance, etc. will be centralized to capture the economies of scale derived from the Registrant’s acquisition strategy.

5.

Establish an investor relations department.  The Registrant plans to increase the amount of information available to investors via its corporate website in order to ensure investors receive timely and relevant corporate information.  

Longer-Term Objectives

1.

Strengthen operational team for long-term growth.  With additional acquisitions, it is likely that an operational team with in depth knowledge and expertise in the local markets will be required in each major region of Western Europe and Latin America to deal with specific local issues.

2.

Increase market share.  The Registrant will focus on increasing revenues and profitability.  The key to revenue and net income growth is working with acquired companies in the early stages to assist them in growing their own traffic in order to increase their value to the Registrant’s advertising network.  The Registrant will seek to become positioned as a market leader in the advertising segment targeted at the online gaming industry.

3.

Identify and evaluate other advertising networks as potential acquisition targets.  In an industry where size and scale of the network is a distinct competitive advantage, the Registrant may acquire existing advertising networks that also cater to the online gaming industry.

4.

Enhance the interactivity of the Registrant’s service offering.  To complement the Registrant’s existing services, management intends to introduce leading edge interactive, multi-media advertising solutions such as streaming video and audio and viral advertising strategies.  Such services may be offered through a joint venture or strategic partners with other advertising firms with a solid reputation in such areas.  

5.

Social responsibility.  The Registrant understands that gambling can be an addictive pursuit, and as such supports the work of government and social programs dealing with gambling addiction and may refer readers of the Registrant’s contents to such organizations for help.

Value Proposition

The Registrant’s planned service offering provides three essential values to online gaming operators:

1.

Reduced administration.  Instead of dealing with many small, low-traffic sites, customers can deal with one provider to place ads in multiple sites while receiving one consolidated report on the effectiveness of the campaign.

2.

Customized to their needs.  With a myriad of content covering all facets of online gaming, advertisers can execute campaigns targeted specifically at a demographic group to increase their effectiveness.  

3.

Increased return on advertising dollars.  Ultimately, the Registrant’s services allow advertisers to realize a higher return on their advertising dollars that will drive revenue growth while enhancing their profitability.

Captivating Content

In order for the Registrant’s advertising network to become successful, management is focused on building a system of content-driven websites to deliver traffic and sales to its advertisers.  The types of sites that will form part of the Registrant’s advertising network include:

1.

Educational and news related sites where beginner and advanced players alike can gain in-depth knowledge about online gaming and stay up-to-date on the latest news.

2.

Comparison shopping sites and directories which list, compare, and review the number of online gaming operators available.

3.

Bonus and rebate sites that focus on sales promotions available through various online gaming operators.

4.

Community sites including blogs by famous poker pros or celebrities and discussion forums where players from all walks of life can share (and brag about) their experiences.

Proposed Revenue Models

The Registrant will adopt a number of revenue models that have been proven in the online interactive advertising industry.  The specific revenue model used will depend on the acquired entities and the needs of the advertisers.

1.

Pay-per-Click - Advertisers pay based on how many users clicked on an online ad.

2.

Pay-per-Impression - Advertisers pay based on how many users were served their ads.

3.

Pay-per-Lead - Advertisers pay for each "sales lead" generated.  For example, an advertiser might pay for every visitor that clicked on an ad and successfully completed a form.

4.

Pay-per-Real-Money-Player - Advertisers pay based on how many real money players were generated as a direct result of the ad.

5.

Flat rate - Advertisers pay a monthly/annual fee for a set number of positions or ad placements.

The Registrant may also design specialized packages to suit the needs and preferences of each customer.  For example, a combination of pay-per-impression and pay-per-real-money-player may be used to ensure that the advertisers receive a wide distribution of their ads while protecting their advertising budget by ensuring that a large portion of the fees is contingent upon the success of the campaign, as measured by the number of real money player sign-ups.

Outsourcing of Technical Services

The Registrant is party to an agreement dated February 1, 2007, as extended by an agreement dated February 18, 2008 and further extended to February 14, 2012, with On A Roll Media Inc. (“On A Roll”) under which On A Roll provides the Company with the following technical services:

-

Web site maintenance – HTML, Java, etc.

-

Software development

-

Sales, Marketing and Business Development activities

-

Search Engine Optimization

-

Financial modeling for all properties

-

Translation and local content provision

-

Creation and maintenance of forums, blogs, newsletters and communities

-

Hosting and traffic management

-

Scientific research and development of properties

-

International expansion, new market development

In consideration for the provision of these technical services, the Registrant pays On A Roll all of its out of pocket expenses, an hourly rate of US$80 and a 10% commission on all paid advertising sold by the Registrant.  The initial On A Roll technical services agreement terminated on January 31, 2008, but has been renewed by a renewal agreement dated February 18, 2008 and further extended to February 14, 2012, unless terminated earlier

by mutual agreement of the parties..  Pursuant to the terms of the renewal agreement, On A Roll will also receive a monthly fee of $1,500 in addition to the hourly and commission fees under the original agreement.  

Completed Acquisitions and Acquisition Criteria

Completed Acquisitions

On May 1, 2007, the Registrant completed the acquisition of two internet information portal sites,  www.bettingchoice.co.uk , and www.guidetopoker.com.  The portal sites operate in the English language, and attract English speaking sports and poker enthusiasts primarily throughout the UK and Western Europe. The acquired assets include all programming and source code of the websites, a custom built Client Management System, both URL’s, all archived news, content and articles spanning the past 3 years, a small subscriber database of approximately 10,000 emails, and all client advertising accounts.

Established in 2004, these sites have a following among British and European sports bettors and poker players.  In the three years since inception, the sites have become popular sources of information for their followers, who number approximately 100,000 per month.  Timely news stories and features are updated on these sites daily.  Valuable information about upcoming events such as major sporting events or million-dollar purse poker tournaments keep readers up to date on opportunities of interest to them.  Items like betting odds, favorites, player profiles, injuries, professional tips, handicaps, and other items, much like one might find on the daily sports pages, are continuously updated on the sites, utilizing the services of professional European freelance journalists.

Bettingchoice and Guidetopoker also serve another purpose to the new recreational bettor and poker player- reviewing and assessing the quality and ease of use of major online gaming sites.  Combined, the sites have reviews of nearly one hundred gaming sites, giving the novice player a greater level of comfort when he or she places a first bet or plays in a first poker tournament.  Further guidance is provided the novice player in areas such as poker rules, or a quick lesson on placing a sports bet.  Upcoming events are highlighted well in advance, for those who wish to take part in online tournaments, or who need reminders of the next important football match.  Readers can receive free bets or a cash gift that can be used to play with, by using the sites’ free bonus sections.

Revenues are derived from bookmakers and online poker companies who pay bettingchoice and guidetopoker to direct their readers to their online entertainment sites.  More than forty online sportsbook and poker room operators, some of them the biggest names in the industry, are loyal advertisers on the two sites.  Since 2004, the sites have enjoyed annual revenue growth of over 45%, to approximately $264,000 in 2006 for the two sites combined.  

The Registrant initially agreed to purchase Bettingchoice and Guidetopoker for approximately $515,256 (£250,000), with 70% paid upon closing and the balance being paid in three equal installments over a period of nine months from closing.    The holdback was intended to protect the purchaser in the event of diminution in the value of any assets valued at $4,875.00 or more. If this occurred, the purchase price of the assets can be re-calculated and the difference refunded to the purchaser from the holdback. As part of the agreement, the Registrant agreed to pay the vendor, Glen Etive Capital Limited, a UK company, an additional $20,000.00 for the programming and development of 8 new replicated websites.  The Vendor also agreed to provide the purchaser with ongoing training and support for the operation of the business, system training, introduction to clients, implementation and launch of the 8 new websites, familia rization with current marketing techniques and general transition assistance for the 9 months following closing.  The Registrant was to pay the vendor 30% of all net income earned by the 8 new foreign language versions of the sites, for the same nine month period from closing. Since the foreign language websites are new, 100% of the advertising revenues that they generate will constitute gross revenues for the purposes of calculating the Vendor’s 30% share of net revenues.  The Registrant subsequently determined that eleven (11) of the advertisers were not likely to continue generating the same level of revenues as they had previously generated in 2006, and the Registrant negotiated a reduction in the original purchase price with the vendor in the amount of $123,661 (£60,000).  Consequently, the net purchase price of the

two (2) websites amounted to $392,280 (£190,000) which included the $20,000 (£10,000) for the development of the eight (8) new websites.  Direct costs of operating and marketing these new sites will be deducted from gross revenues to calculate net income.  These costs shall include hosting, programming, content, translations, search marketing and a portion of the company’s general and administrative expenses.  The 30% net income earn-out to the vendor was treated as part of the overall $392,280 (£190,000) purchase price of the acquisition. There were insufficient revenues generated by the eight new websites within the prescribed 9 month post acquisition period to pay any earn-out fees to the vendor, and as such, no payments for the 30% earn out to the vendor were made, and none are owing by the Registrant.

The Registrant plans to combine the amount of the initial purchase price with the net income earn out in its capital cost calculation and amortization of the assets.  Each of the 2 acquired websites have been replicated and translated into German, Italian, Spanish and Swedish, giving the Registrant 8 new foreign language websites.  The 8 new foreign language websites went live during early September 2007.  The sites are built on Internet technologies and programming languages, and are supported by a team of outsourced technology experts, who have been retained to continue managing technical operations into the future at competitive prices.  Revenues are earned in British Pounds and Euros, while most costs are incurred in United States and Canadian dollars.  To the extent that the currencies with which we incur costs falls or rises as against the currencies with which we generate revenue, our expenses as a percentag e of revenues will be impacted upon accordingly.

The Registrant entered into a purchase agreement to acquire another website from the same UK Vendor that it acquired its first two websites from, on January 11, 2008. The purchase price was 10,000 pounds sterling, which the Registrant paid in cash.  That website (URL: www.snapsearch.com) was a price comparison search site, which operated from 2005 to 2007.  Snapsearch displayed eBay search results side by side with other internet search results on a split screen, allowing a user to easily compare different sets of product selling prices. It included individual country searches, and updates on the latest eBay results.  The site ceased operating in early 2007. The URL is currently offline. The Registrant is assessing how to incorporate the search features of Snapsearch into its other websites.

During the year 2009, the Registrant developed and launched a new website,  www.guidetocasinos.co.uk. The new website advertises and publishes reviews, promotions and daily updates on the UK’s premier online casino’s, along with breaking reviews on the newest game releases. The website also reviews live dealer games at the top UK online casinos. The website becomes the 11th and newest addition to the company’s network of igaming media advertising properties.

On January 18, 2010, the Registrant completed the acquisition of another internet information portal site, www.pokernewsheadlines.com.  The portal site operates in the English, French, Romanian, and Danish languages, and attracts poker enthusiasts primarily throughout the UK and Western Europe. The acquired assets include all programming and source code of the websites, a custom built Client Management System, URL’s, all archived news, content and articles, and a small subscriber database.  The Registrant acquired Pokernewsheadlines for $30,000 payable in the capital stock of the Registrant.  The Registrant issued 58,824 common shares for the acquisition.

On February 24, 2010, the Registrant completed the acquisition of an internet information portal site, www.arsenal-mania.com and all of its business contents including but not limited to customer lists, records, agreements, contracts, licenses, patents, trademarks, URLs, content management systems, equipment, and other associated sources for a basic price of 180,000 pounds sterling.  The payment consists of issuing 45,000 pounds sterling in the capital stock of the Registrant, 20,000 pounds sterling in cash by 30 days after closing, 20,000 pounds sterling in cash by 60 days after closing, 20,000 pounds sterling in cash by 90 days after closing, 50,000 pounds sterling or 25% of the website’s net operating profits for the first year following the sale and transfer of the website, payable in cash within 30 days of the first anniversary date of the sale and transfer of the website, and 25,000 pounds sterling or 15% of the website’s net operating profits for the second year following the sale and

transfer of the website, payable in cash within 30 days of the second anniversary date of the sale and transfer of the website.  The Registrant issued 139,412 common shares for the purchase of Arsenal-Mania.  

The URL’s of our foreign language websites are:

www.opciondeapuestas.com

www.guiaparaaprenderpoquer.com

www.vadslagningsguiden.com

www.guidedepoker.fr

www.puntasulgioco.com

www.guida-al-poker.com

www.daswettangebot.com

www.anleitungzumpoker.com

www.ie.pokernewsheadlines.com

www.guidetillpoker.com

www.fr.pokernewsheadlines.com

www.ro.pokernewsheadlines.com

www.no.pokernewsheadlines.com

www.dk.pokernewsheadlines.com

www.es.pokernewsheadlines.com

Management of the sites is being outsourced to Internet professionals who specialize in diverse areas.  From internet marketing and search engine optimization professionals, to design, media sales and customer relationship executives, from financial professionals to project managers and technical programmers, these web sites are now enjoying best practice reviews in all functional areas.  The Registrant has translated and launched Bettingchoice and Guidetopoker in four additional European languages, each with local, relevant, unique content.  This project effectively created the 8 sites already listed above, along with the original purchase of 2 websites, thus gave us 10 websites. With the additional purchase of Pokernewsheadlines and Arsenal-Mania, as well as others, the Registrant has a total of 20 websites in all.

Acquisition Criteria

In identifying and assessing potential acquisition targets, the Registrant will apply a thorough and vigorous due diligence process to discover the strengths and weaknesses of each entity.  Our due diligence procedures include verifying URL ownership and registration status, auditing the website programming and source code to ensure best development practices, analyzing web traffic reports to validate geographical and numerical site statistics, validating client accounts and advertising revenues by random reference calling and ad server testing, testing Search Engine page ranking for keywords against competitive websites, and confirming sources of content.  To locate potential acquisitions, the Registrant has contacted industry representatives familiar with these businesses, as well as advertised through a number of webmaster associations.  The industry representatives that we contacted were busin ess development managers and affiliate advertising managers who are employed by gaming software and igaming operators.  These people interact on a daily basis with igaming webmasters and network publishers, who work for or own the type of websites that the company may be interested in acquiring.  The company believes that these people, when made aware of our interest to acquire such websites, would be a reliable conduit for introducing prospective sellers.  The webmaster associations have forums and newsletters that allow paid advertisements.  Although there is no formal brokerage or centralized service for connecting sellers and buyers of these types of websites, or determining the potential number of acquisition candidates.  There are numerous webmaster associations.  Two of the most prominent associations are the Gambling Portal Webmasters Association ( www.gpwa.net ) and Commissi on Junction ( www.cj.com ).

In particular, the Registrant will be evaluating the following aspects of the target’s business:

Ø

Level of traffic.  The Registrant is interested in acquiring content providers that already have a well-established following of loyal visitors who visit the website regularly.  Ideally, the visitors would be gaming enthusiasts that match the targeted demographic groups specified by the advertisers.  The Registrant uses various tools to track repeat visitors to the website, such as IP address identification software, or website

analytic tools, such as Webalizer, Webstats, Google Analytics.  The Registrant looks for a website where approximately 40% of the traffic is repeat visitors and 60% of the traffic is first time visitors.

Ø

Quality of content.  Having high quality content is the most critical element in ensuring a high level of repeat traffic.  Ideally, the Registrant would like to acquire content providers who have demonstrated the ability to issue relevant, intriguing and up-to-date content to minimize the costs associated with creating content.  Websites that simply reproduce news, articles and content found on many other websites do not achieve the index ranking by the search spiders.  Unique content that is not found on other sites delivers much higher search indexing and rankings, and draws users to the website on a regular basis.  Websites with paid or contract writers who provide regular, exclusive, tailored articles will be the ideal target acquisition of the Registrant.

Ø

Existing advertising revenues.  Websites that already have an established stream of advertising revenue are attractive to the Registrant for two reasons.  First, it confirms the quality of the acquisition target’s content and website and increases the probability that other advertisers will find the notion of advertising on this site attractive.  Second, the Registrant’s sales team can tap into the relationship already established between the acquisition target and its advertisers to up-sell them to a more comprehensive package.  The primary indicator that a website has established streams of revenue will be the number of long term advertising contracts it comes with, and the length of each contract.  Many advertising contracts are for a one month period.  Multiple month contracts will be evidence of committed advertisers.

Ø

Flexibility in the target’s cost structures.  Another key to the Registrant’s roll-up strategy is the ability to capitalize on operational synergies.  In many instances, it would require a certain amount of flexibility in the target’s cost structure.  For instance, month-to-month agreements with third-party service providers as opposed to long-term agreements would be preferred as they provide the Registrant with more options to reduce costs and capture economies of scale.  Some examples are: Buying web servers to host one or two websites may not be cost-effective, so higher cost leasing services are more common.  The Registrant can save money by buying servers when costs are spread over many websites.  Outsourcing web development, design, IT, and programming services are usually more expensive when evaluated by the hourly rates, but ideal wh en you require the service for one time or limited time projects.  Multiple sites create sufficient demand for full time resources and reduced overall costs.

Ø

Solid financial standing.  It is expected that the acquisition target will be in solid financial standing with little or no debt, and that there are no liens or other claims against its assets.  Ideally, the acquisition target will help fund the Registrant’s growth.

Ø

Other value added to the Registrant and its family of sites.  Other aspects of the acquisition target will be assessed according to the value they add to the Registrant and its advertising network.  Examples of value-adding attributes include a database of registered users that could be cross-marketed to other websites in the Registrants network or directly for advertisers’ promotions, an exceptional management-team, the ability to secure financing and marketing expertise in the Western European or the Latin American region.

As of the date of this registration statement, management of the Company is actively pursuing additional acquisition targets, but there are not any new acquisition candidates identified at this time. The Company continues to build the profile and traffic for the foreign language websites.  The Company has not engaged in any discussions with any companies or individuals regarding a potential business combination outside the business of Internet gaming advertising.  No company which is affiliated with our Company’s officers or directors is currently being considered as an acquisition target by our Company.

Integrated Business Units

The ability to realize return from operational synergy will also be critical to the success of the Registrant’s roll-up strategy.  The Registrant’s management team, advertising industry contacts and operational structure will have capabilities in providing ancillary services to the acquisition targets.  These capabilities include:

Ø

Marketing support.  Perhaps the most important ancillary service, and the main source of the Registrant’s value to its subsidiaries, is in the area of marketing.  With years of experience in marketing issues in the gaming industry, the Registrant’s management team will work with each acquisition target on how to increase traffic to its site(s) and generate higher campaign spending from advertisers.  

Ø

Reporting.  A centralized reporting server will monitor the effectiveness of the campaigns purchased by advertisers.  This will also serve as a performance monitoring tool for content providers within the advertising network.

Ø

Website and application hosting.  Many of the Registrant’s operations will be bundled and hosted at a central location, thereby minimizing costs associated with hosting and support.  The hosting locations will feature ample bandwidth, sophisticated online security systems, load balancing capabilities and extensive disaster recovery mechanisms.  The Registrant will most likely identify “co-location” partners who have already established such a facility to store its servers.

Ø

Data Collection.  The Registrant will implement a sophisticated CRM application to track the most popular gaming content, player preferences, demographic information and other valuable information that will allow the Registrant to provide completely tailored advertising programs for its customers.  The CRM system will collect data from within the advertising network.

Ø

Software development & enhancement.  The Registrant will centralize software development and enhancement work relating to interactive advertising technologies such as in-context pop-ups and rich media capabilities.  

Competition Overview

The estimated size of the European Union online gaming sector represented between 2 Billion and 3 Billion Euros in gross gaming revenues from EU consumer expenditures in 2004.  The global online gaming sector is forecast to grow from about 7.5 Billion Euros in 2004 to 20.8 Billion Euros in 2010.  (Extracted from www.cca-i.com and Deutsche Bank “Online Gaming: Real or Surreal returns” - 19 July 2005).  Although accurate statistics on the amount of money spent on advertising by gaming operators is extremely difficult to attain, a generally accepted industry metric is that between 5 – 15% of gross gaming revenues is spent on advertising.  In the online gaming sector, in excess of 75% of annual advertising budgets are spent on internet advertising. < /P>

The Company competes for advertisers on the basis of a number of factors, including price, return on advertising expenditures, quality of product, volume and quality of website traffic, geographic location of website traffic, type of available advertising space and customer service.

The Company’s Competitive Strategies include:

-

Unique Information – the Company plans to set itself apart from other igaming web publishers by hiring writers to create articles, reviews and reports on sports and poker events that will be exclusive to the Company’s websites.  The Company believes that most of its competitors rely on syndicated news feeds and articles for their content, which means the information on their websites is also available across many other sites, and ultimately less desirable for advertisers to associate with.  The Company also notes that search engines like Google recognize when website content is not unique, and the result is lower rankings for sites using common or syndicated content.

-

Customized text links in content – The Company plans to have its writers incorporate references to advertisers’ websites and promotions within the body of the story or article, which can produce better results for advertisers over regular HTML banners.  The Company notes that advertisers are more receptive to subtle or advertorial types of advertising, and may pay a higher cost for this advertising space.

-

The Company plans to have its writers incorporate key search terms into the articles and reports so that they will be indexed and ranked as high as possible by search engines.  If titles, headings and body text of articles contain matching key search terms, the major search engines will index and rank them higher, producing better website traffic and results for advertisers.

-

The Company plans to incorporate primary and secondary sponsorship spots within the high traffic areas of the websites to maximize advertiser exposure and justify premium advertising rates collected by the Company

-

The Company plans to replicate and translate its English language websites into various other languages that are in demand by advertisers, allowing the Company to offer clients a broader range of advertising options, and garner a larger share of advertisers’ budgets.  The Company believes that advertisers will gravitate to a single media source that reduces time and effort to place a wide range of effective media buys.  The Company estimates that very few competitors offer multi-language media buys that utilize customized content.

The Company’s primary current and potential competitors include:

§

Internet advertising networks such as Advertising.com (acquired by AOL), ValueClick, Tribal Fusion and Burst Media;

§

Internet advertising technology providers, including search engine optimization companies; and

§

other performance-based Internet marketers, including affiliate networks.  365 Media Group and Media Corp PLC are the largest competitors which service the UK and Western European markets.

The Company also competes with large Internet companies and traditional media for a share of advertisers' overall marketing budgets, including:

§

website publishers with their own sales forces that sell their advertising space directly to advertisers;

§

major Internet portals and search engine companies with advertising networks such as Google and Yahoo!; and

§

direct marketing, television, radio, cable and print companies.

Competition for ads among websites, search engines, Internet service providers, or ISPs, as well as competition with traditional media companies, could result in significant price pressure, declining margins, reductions in advertising revenue and loss of the Company’s market share.  As the Company is a newcomer in this field, it has no previous history, brand awareness, or distinct advantage over the existing, established marketers, and therefore may not be able to effectively compete against them.  In addition, as the Company continues to expand the scope of its services, it may compete with a greater number of websites, advertisers and traditional media companies across an increasing range of different services, including in vertical markets where competitors may have advantages in expertise, brand recognition and other areas.  Large websites with brand recognition, such as Yahoo!, AOL, Goo gle and MSN, have direct sales personnel and substantial proprietary advertising space that provides a significant competitive advantage compared to the Company’s network of websites and has significant impact on pricing for Internet advertising.  Many of the Company’s current and potential competitors also enjoy

other competitive advantages over it, such as longer operating histories, larger advertiser bases, greater access to advertising space on high-traffic websites, and significantly greater financial, technical and marketing resources.

Effects of U.S. Regulation on Online Gaming Markets

On October 13, 2006, U.S. President George W Bush signed the Unlawful Internet Gambling Enforcement Act that seeks to effectively ban most online gambling and criminalizes funds transfers in the U.S.  Many online gaming operators have ceased operations in the U.S., but most of them have indicated that they would refocus their efforts on other markets, and particularly the European market.

Many online operators have already acted. For instance, Sportingbet plc, a UK-based online-gambling firm that derived about 56% of its business from the United States, sold its U.S. operations to an Antiguan company and announced that it is focusing on Europe and the rest of the world.  PartyGaming plc, the world's largest online poker company, lost 75% of its revenue by shutting its U.S. sites.

However, online gaming firms could ramp up their efforts in Europe to counter the imminent loss of U.S. revenues.  On an analyst conference call on October 20, 2006, PartyGaming CEO Mitch Garber stated that PartyGaming will shift its focus now to Europe as “the European Union is run in a way that favors our business.”

According to Brand Republic¹, France, Italy, Spain and Belgium are opting to regulate Internet gambling, rather than outlaw it, as players increasingly turn to the Web.  The European Union is pushing countries to scrap measures which protect domestic companies when those nations open their markets to Internet gaming.  Italy plans on letting companies offer online lotteries, bingo and betting on sports or games of skill in the next year.  The U.K. began licensing private Internet gaming sites in September, 2007.  Belgium is working to change its legislation as well, and private companies are already allowed to offer sports betting in Austria.

With a friendlier regulatory environment, Alex Burmaster, European internet analyst at Nielsen/NetRatings, told Brand Republic that he expected online gaming operators to shift their marketing focus and target Western European markets “with great gusto.”  Since they suffer from high levels of churn, as players find it easy to leave a virtual casino and join another, gambling websites have invested heavily in marketing to recruit players.  Globally, Brand Republic estimated that Sportingbet's nine-month marketing budget is $113 million, while in 2005 PartyGaming spent $100 million.  In the first half of 2006, 888.com spent $71 million on customer acquisition.  

Gaming in the European Union – An Overview

Overall, demand for gaming services in the European Union has been increasing.  A recent independent report highlighted some of the key reasons for increased gaming demand.²

·

Increases in discretionary income of the population and a growing portion of the discretionary income being allocated to leisure and entertainment activities.

·

Governments at the local and national level have shown a willingness to authorize gaming due to increased social acceptance of gaming, to reduce illegal and unregulated gaming activities and as a means of increasing tax bases and economic activity in the region.

·

A shift in society’s attitude towards gaming and the associated mainstream acceptance.

·

Increased penetration of computers, broadband Internet, and wireless communications making gaming opportunities available to a wider audience.

The five largest markets (UK, France, Germany, Spain and Italy) account for about 75% of the EU’s gaming expenditures.³

Given the more advanced online gaming market in the UK, the Company will focus first on acquiring content sites targeted at this market.

UK Gaming Regulation

The regulatory body governing gaming in the UK is the UK Gambling Commission www.gamblingcommission.gov.uk.  Internet or remote betting is legal in the UK under the Betting, Gaming and Lotteries Act of 1968. It is also legal to advertise those betting services whether on the Internet or in a newspaper etc.  Under the Betting and Gaming Duties Act of 1981, only advertising UK Bookmakers was allowed until 2005.  The 1981 Act will be repealed by the 2005 Act, becoming effective August 2007, which will allow foreign bookmakers and Igaming operators to advertise in the UK.  The 2005 Act will allow advertising of gaming and betting companies within the UK as long as they are based in a European Economic Area or Gibraltar.  The EEA consists of the 27 countries in the European Union ("EU") together with Norway, Liechtenstein and Iceland .  This positive regulatory environment makes the UK the Registrant’s primary focus for pursuing its business strategy.

Our Company’s operations will not fall under the regulatory auspices of many of the EU countries.  The Company plans to pursue a strategy of replicating and translating the sites it acquires into other foreign languages.  The Company believes that people of German, Italian, Spanish and Swedish origins would be interested in the same type of information that attracts UK visitors.  Many of the European sports that the Company publishes information about, as well as the growing popularity of poker games, are highly searched for topics through internet search engines, such as Google, Yahoo, MSN, etc.  The Company will host these foreign language websites in a country and location where bandwidth, technology and network access provide people anywhere in the world direct and reliable access to these information websites.  The Company will not host these websites in Spain, Germany, Italy or Sweden.  The Company will not be proactively engaged in outbound marketing to these specific countries.  We will rely on the relevance of our published material which will be indexed and ranked by international search engines and sought out by interested people conducting online searches in their native language, from anywhere in the world.  Depending on the success of our initial foreign language sites, the Company will determine what other languages and cultures may be interested in the information that we publish.

Demographics

The population of the United Kingdom in the 2001 census was 58,789,194.  This has risen to 59,834,300 according to July 2004 estimates. This has since risen to 60,209,500 according to mid-2005 estimates by the Office of National Statistics⁴.  The table below outlines the mid-2005 population estimates of each part of the United Kingdom:

	Population (mid-2005)	% (mid-2005)
England	50,431,700	83.8
Scotland	5,094,800	8.5
Wales	2,958,600	4.9
Northern Ireland	1,724,400	2.9
United Kingdom	60,209,500	100

Economy

According to the Office for National Statistics, the UK’s GDP grew by 0.7 per cent in the third quarter of 2006, the same growth as in the previous three quarters.  The level of GDP is now 2.7 per cent higher than the third quarter of 2005, which is positive given higher economic activities may mean increased advertising budgets for the Company’s services.

A recent report from London Economics noted that a 1% increase in GDP brought about a 1.1% increase in gaming activities.⁵

Internet Penetration

Measured as a percentage of the total population, there is widespread internet usage in the UK.  In fact, as shown by the table below, the number of internet users in the UK has been steadily rising.  This is encouraging as a large base of internet users represents a solid audience base for the Company’s advertising services.

Year	Internet Users	% of Population
2000	15,400,000	26.2%
2005	35,807,929	59.8%
2006	37,800,000	62.9%

Source: Internet World Stats⁶

Gaming Operators

According to a July 2006 Report by Screen Digest⁷, strong growth in UK consumer spending on online gambling from 2000 was initially generated by predominantly 'hard core' gamblers.  However, future growth will be driven by more leisure oriented consumers.  Since 2006, this trend has been demonstrated by the emergence and growth of simpler gambling formats targeting the mass market, in particular gaming and lotto.  For the first time, gambling products are competing with other forms of mass entertainment for consumer attention and spending.  

According to Online Casino Conditions⁸, an online gaming industry portal, UK online operators have used effective advertising to get their message and product to a broader audience, which is in turn, increasing the number of players.  In fact, according to an October 29, 2006 Daily Mail Article⁹, British players now account for nearly one third of the 3.5 million online gamblers in Europe.  The same article also noted that the British public gambled more than £50 billion per year, representing a seven-fold increase in only five years.

According to the UK Gambling Commission Report for 2008/2009, the turnover for the gambling industry during the period 2006/2007 was £84 Billion. Gross gambling yield for the same period was £9.9 Billion. During the same period a survey indicated that 68% of the population had participated in some form of gambling.

According to Nielsen/NetRatings¹⁰, the largest online gaming and lottery sites include:

Site	Number of Unique Audience	%
The National Lottery	1,322,000	35.0%

William Hill	239,000	6.3%
Partypoker.com	233,000	6.2%
Ladbrokes	213,000	5.6%
Pacific Poker	151,000	4.0%
Cyberslotz	139,000	3.7%
The Gaming Club	131,000	3.5%
LoopyLotto	119,000	3.2%
Golden Palace Online Casino	117,000	3.1%
Vernons	102,000	2.7%

Source: Nielsen/NetRatings

Company management believes online bingo is a substantial area of growth in the UK market.  According to Mintel International Group and the Gala Coral Group¹¹, bingo is the most popular group leisure activity in the UK and the second most popular individual leisure activity.  There are 1.94 million admissions per week (277,000 admissions per day) or around 90 million admissions per year to bingo clubs in Great Britain.  In Great Britain, the bingo industry is estimated to be worth nearly £2 billion. (source: parlaygroup.com¹²).

Western Europe Market Overview

European Union Gaming Regulation

The European Union is currently made up of 27 member countries.  At the highest level, all EU member countries answer to the European Commission, which is controlled by the European Court of Justice.

Within each country, there are multiple and sometimes complicated regulatory bodies that cooperatively legislate gaming law.  As an example, Denmark’s gaming market is supervised by four ministries: Ministry of Taxation, Ministry of Justice, Ministry of Finance and Ministry of Consumer Affaires.  The Danish Gaming Authority supervises the gaming market.

Most EU countries distinguish their gaming laws by sectors: sports betting, horse track wagering, bingo, lotteries, casino and games of chance, and games of skill.  In most countries there exists some form of internet gaming or wagering. In the majority of cases, the gaming is operated and controlled by the government, and competing private enterprises are not allowed.  There is a movement underway, headed by the European Commission, to open up government monopolies to competition from the private sector.  The countries that our Company is interested in are Germany, France, Italy, Spain and Sweden.  Currently, all internet gaming in Germany and France is government controlled.  There are ongoing discussions through the European Commission directed at permitting private sector involvement.  Currently, Italy and Spain have government run igaming operations, and both countries are accepting license applications f rom the private sector.  In Sweden, internet gaming is government controlled.  The Company believes that over time, the private sector will be allowed to operate licensed igaming businesses in many of these countries, thereby providing competition and greater advertising opportunities and potential revenues for the Company.  For this reason, the Company plans to be an early entrant into the market, to establish a presence and position itself for private sector involvement.  In the short term, due to the limitation on private sector igaming, there is very limited potential for advertising revenue.  If the EU markets targeted by our Company do not open to the private sector in the next two to three years, our Company may not be able to achieve enough revenue to continue operating in the EU market.

Our Company’s operations will not fall under the regulatory auspices of many of the EU countries.  Many EU countries do not yet have laws pertaining to advertising on the internet, or to advertising internet gaming online. These laws will follow after regulations defining internet gaming have been established.  A number of EU countries have been ordered by the European Commission to open up cross border internet wagering, eliminating monopolies and creating new business opportunities for the private sector.  Those EU countries with legislation regarding advertising of internet gaming are very vague, and pertain mostly to print, TV and radio.  Advertising on websites that do not engage in outbound marketing to residents of specific countries is subject only to the laws of the country that the website operates in.  The Company plans to pursue a strategy of replicating and translating the sites it acquires into o ther foreign languages.  The Company believes that people of German, Italian, Spanish and Swedish origins would be interested in the same type of information that attracts UK visitors.  Many of the European sports that the Company publishes information about, as well as the growing popularity of poker games, are highly searched for topics through internet search engines, such as Google, Yahoo, MSN, etc.  The Company will host these foreign language websites in a country and location where bandwidth, technology and network access provide people anywhere in the world direct and reliable access to these information websites.  The Company will not host these websites in Spain, Germany, Italy or Sweden.  The Company will not be proactively engaged in outbound marketing to these specific countries.  We will rely on the relevance of our published material which will be indexed and ranked by international search engines and sought out by interested people conducting online searches in t heir native language, from anywhere in the world.  Depending on the success of our initial foreign language sites, the Company will determine what other languages and cultures may be interested in the information that we publish.

Demographics and Economy

Western Europe is also a geographic sub region of Europe.  As defined by the United Nations, Western Europe comprises Austria, Belgium, France, Germany, Liechtenstein, Luxembourg, Monaco, Netherlands and Switzerland .  According to the UN, Western Europe is home to approximately 186 million people, with a very modest 1.5% population growth projected for over the next five years.  Sixty-one per cent of the population is between the age of 16 and 60.

One of the more intriguing elements of Western Europe is the distinct language and cultural differences within the different regions of Western Europe.  Therefore, to be able to fully capture the Western European market, an advertiser must effectively adapt its message to the local culture of each of these distinct regions.

According to the World Bank, Western Europe’s GDP reached $6.55 trillion in 2005, with France and Germany accounting for over 75% of total output in this region.  The 2005 GDP level is 2.43% growth from 2004, and the Western European economy is expected to continue its modest growth over the next two years, which is positive as it signifies a general increase in the potential audience base for the Company’s advertising services.

Company management also intends to target Italy, Spain, Portugal, and Scandinavian Countries such as Denmark, Norway, Sweden and Finland.

Internet Penetration

Similar to the statistics for the United Kingdom, Western European countries also show significant growth in internet penetration amongst the population:

	Population	Internet Users,	Penetration	User Growth
	(2006 Est. )	Latest Data	(% Population)	(2000-2006)
Belgium	10,481,831	5,100,000	48.70%	155.00%
Denmark	5,425,373	3,762,500	69.40%	92.90%
Finland	5,260,970	3,286,000	62.50%	70.50%

France	61,004,840	29,521,451	48.40%	247.30%
Germany	82,515,988	50,616,207	61.30%	110.90%
Ireland	4,065,631	2,060,000	50.70%	162.80%
Italy	59,115,261	28,870,000	48.80%	118.70%
Netherlands	16,386,216	10,806,328	65.90%	177.10%
Portugal	10,501,051	7,782,760	74.10%	211.30%
Spain	44,351,186	19,204,771	43.30%	256.40%
Sweden	9,076,757	6,800,000	74.90%	68.00%

Rising broadband penetration and an interest in using the Internet for personal connections have been driving growth in Internet usage across Western Europe, according to a survey by the European Interactive Advertising Association (“EIAA”) and Synovate.

High levels of broadband penetration mean more time spent online:  The average Western European internet user now spends 11 hours and 20 minutes a week online, vs. 10 hours and 15 minutes per week in 2005, an increase of 10.6%, according to the EIAA.  This is significant as consumers spend more time on the internet, advertisers will increase their online advertising efforts.

Gaming Statistics

Since not all countries within Western Europe publish statistics, the statistics for online gaming in the European Union (“EU”) is a good proxy for the size and scope of the online gaming market in Western Europe.  According to a Study on Gambling conducted by the Swiss Institute of Comparative Law for the European Commission¹³, the size of the commercial gaming industries in the European Union, consisting of the combined sectors of lottery, casinos, slot machines, sports betting services, and bingo generated gross gaming yields of $61.8 billion in 2003.

It is also interesting to note that while the size of the gross gambling yields in the EU is comparable to those of the US in 2003, the composition of the respective gross gambling yields differ dramatically.  As illustrated by the chart below, the majority of the EU’s gross gaming yield is derived from lotteries, whereas the majority of the US’s gross gaming yield is derived from casinos.  Accordingly, the Company will need to adapt the types of applicable content of its advertising network to match the preferences of players in Western Europe.

According to the same report, the size of the EU remote and internet gaming sector (that sector which offers gambling services via the internet, through mobile phone services, and through interactive television wagering) represented between $2.5 billion and $3.6 billion in gross gaming yields from EU consumer expenditures in 2004.  

C.

Organizational Structure

The Registrant is not part of a corporate group.  The Registrant has no subsidiaries and no corporate controlling shareholder.

D.

Property, Plants and Equipment

The Registrant has no material tangible fixed assets at this time.

Item 4A.

UNRESOLVED STAFF COMMENTS

Not applicable

Item 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Our company was formed in September 27, 2005.  Accordingly, we are unable to provide an extended historical review of factors that have affected the Registrant’s financial condition and results of operations.  The following discussion is management’s assessment of factors and trends which are anticipated to have a material affect on our company’s financial condition and results of operations in future periods.

A.

Operating Results

The following discussion and analysis of the Registrant’s financial condition and results of operations for the fiscal years ended December 31, 2009 and 2008 should be read in conjunction with the Registrant’s financial statements and related notes included in this registration statement in accordance with “Item 8 – Financial Information”. The Registrant’s financial statements included in this registration statement were prepared in accordance with United States generally accepted accounting principles.

All statements other than statements of historical facts included in this Report and located elsewhere herein regarding industry prospects and the Registrant's financial position are forward-looking statements.  Although the Registrant believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from the Registrant's expectations ("Cautionary Statements") are disclosed in this Report, including, without limitation, in conjunction with the forward-looking statements included in this Report under "Risk Factors."  All subsequent written and oral forward-looking statements attributed to the Registrant or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statement. The financial statements have be en conformed to reflect the change in the presentation.

For the years ended, December 31,

		2009		2008		2007		2006		2005
REVENUE
Sales	$	521,418	$	543,696	$	208,606	$	-	$	-
Cost of sales		(656,122)		(635,457)		-		-		-

Gross Profit		(134,704)		(91,761)		208,606		-		-
EXPENSES
Amortization		39,709		84,067		59,104		-		-
Editorial fees		-		-		43,546		-		-
Interest on loans		18,137		-		-		-		-
Management fees		36,000		35,500		-		-		-
Professional fees		28,868		82,387		370,148		40,964		23,491
General and administration fees		123,819		85,958		127,236		7,388		4,750
		246,533		287,912		600,034		48,352		28,241
Income/(loss) before other items		(381,237)		(379,673)		(391,428)		(48,352)		(28,241)
Other Items:
Foreign exchange gain/(loss)		(4,604)		(22,302)		(2,089)		-		-
Interest income		70		2,669		11,971		3,090		-
Net loss	$	(385,771)	$	(399,306)	$	(381,546)	$	(45,262)	$	(28,241)

Year Ended December 31, 2009 Compared to Year Ended December 31, 2008

Revenues

Revenue for the fiscal year ended December 31, 2009 was $521,418 compared to revenue of $543,696 for the fiscal year ended December 31, 2008.  The decrease of $22,278 in revenue for the fiscal year ended December 31, 2009 was attributable to the decrease in traffic generated by our websites and the advertising revenue they generated. .

Operating Expenses

The Registrant’s operating expenses for the year ended December 31, 2009 were $220,226, compared to $287,912 for the year ended December 31, 2008.  The decrease in operating expenses of $67,686 was primarily due to a decrease in professional fees expenses for the year ended December 31, 2009.

The Registrant’s professional fees for the year ended December 31, 2009 were $28,868, compared to $82,387 for the year ended December 31, 2008.  The decrease in professional fees was $53,519 for the year ended December 31, 2009.

The Registrant’s general and administrative expenses for the year ended December 31, 2009 were $97,512, compared to $82,387 for the year ended December 31, 2008. The increase in general and administrative expenses of $15,125 for the year ended December 31, 2009 was primarily due to the increase in promotion and media related activities.

Net Loss

The Registrant’s net loss for the year ended December 31, 2009 was $359,464, compared to $399,306 for the year ended December 31, 2008.  The decrease was primarily due to the decrease in professional fees and foreign exchange loss.

Year Ended December 31, 2008 Compared to Year Ended December 31, 2007

Revenues

Revenue for the fiscal year ended December 31, 2008 was $543,696 compared to revenue of $208,606 for the fiscal year ended December 31, 2007.  The increase of $335,090 in revenue for the fiscal year ended December 31, 2008 was attributable to the increase in traffic generated by our websites and the advertising revenue they generated. As at December 31, 2008 advertising revenues from the websites was our sole source of revenue.

Operating Expenses

The Registrant’s operating expenses for the year ended December 31, 2008 were $287,912, compared to $600,034 for the year ended December 31, 2007.  The decrease in operating expenses of $312,122 for the year ended December 31, 2008 was primarily due to a decrease in professional fees and general and administrative expenses. Of the $370,148 in professional fees for the year ended December 31, 2007, $191,161may be reclassified to cost of sales.   

The Registrant’s editorial fees for the year ended December 31, 2008 were $Nil, compared to$43,546 for the year ended December 31, 2007.  The decrease in editorial fees of $43,546 for the year ended December 31, 2008 was due to the Registrant reclassifying this item to the cost of sales.

The Registrant’s professional fees for the year ended December 31, 2008 were $82,387, compared to $370,148 for the year ended December 31, 2007.  The decrease in professional fees was primarily due to the costs associated with the preparation of the registration statement. Of the $370,148 in professional fees for the year ended December 31, 2007, $191,161may be reclassified to cost of sales.   

The Registrant’s general and administrative expenses for the year ended December 31, 2008 were $85,958, compared to $127,236 for the year ended December 31, 2007. The decrease in general and administrative expenses of $41,278 for the year ended December 31, 2008 was primarily due to consolidation of the operational costs associated with the websites.

Net Loss

The Registrant’s net loss for the year ended December 31, 2008 was $399,306, compared to $381,546 for the year ended December 31, 2007.  The increase was primarily due to the increase in the cost of the development of the websites.

Year Ended December 31, 2007 Compared to Year Ended December 31, 2006

Revenues

Revenue for the fiscal year ended December 31, 2007 was $208,606 compared to revenue of $Nil for the fiscal year ended December 31, 2006.  The increase in revenue for the fiscal year ended December 31, 2007 was attributable to the acquisition of the two websites from Glen Etive capital Limited and the advertising revenue they generated. As at December 31, 2007 advertising revenues from the two websites was our sole source of revenue.

Operating Expenses

The Registrant’s operating expenses for the year ended December 31, 2007 were $600,034, compared to $48,352 for the year ended December 31, 2006.  The increase in operating expenses of $551,682 for the year ended December 31, 2007 was primarily due to an increase in professional fees and general and administrative expenses.

The Registrant’s editorial fees for the year ended December 31, 2007 were $43,546, compared to $Nil for the year ended December 31, 2006.  The increase in editorial fees of $43,546 for the year ended December 31, 2007 was primarily due to managing the content on the 2 newly acquired websites and the 8 newly developed foreign language websites. This item was reclassified to the cost of sales in 2008.

The Registrant’s professional fees for the year ended December 31, 2007 were $370,148, compared to $40,964 for the year ended December 31, 2006.  The increase in professional fees of $329,184 for the year ended December 31, 2007 was primarily due to the costs associated with the acquisition and management of the two websites and the preparation of this registration statement. Of the $370,148 in professional fees for the year ended December 31, 2007, $191,161may be reclassified to cost of sales.  

The Registrant’s general and administrative expenses for the year ended December 31, 2007 were $127,236, compared to $7,388 for the year ended December 31, 2006. The increase in general and administrative expenses of $119,848 for the year ended December 31, 2007 was primarily due to implementation and operational costs associated with the acquisition of the websites.

Net Loss

The Registrant’s net loss for the year ended December 31, 2007 was $379,457, compared to $45,262 for the year ended December 31, 2006.  The most significant contributors to our net loss for the year ended December 31, 2007 were professional fees and general and administrative expenses, which were $370,148 and $127,236.

Year Ended December 31, 2006 Compared to Year Ended December 31, 2005

Revenues

During the year ended December 31, 2006 and December 31, 2005, the Registrant did not generate any revenue.

Operating Expenses

The Registrant’s operating expenses for the year ended December 31, 2006 were $48,352, compared to $28,241 for the year ended December 31, 2005.  The increase in operating expenses of $20,111 for the year ended December 31, 2006 was primarily due to an increase in professional fees.

The Registrant’s professional fees for the year ended December 31, 2006 were $40,964, compared to $23,491 for the year ended December 31, 2005.  The increase in professional fees of $17,473 for the year ended December 31, 2006 was primarily due to the Registrant completing a full fiscal year.

The Registrant’s general and administrative expenses for the year ended December 31, 2006 were $7,388, compared to $4,750 for the year ended December 31, 2005.

Net Loss

The Registrant’s net loss for the year ended December 31, 2006 was $45,262, compared to $28,241 for the year ended December 31, 2005.  

B.

Liquidity and Capital Resources

As at December 31, 2009, the Registrant had cash and cash equivalents in the amount of $68,591.

The Registrant had $240,544 in working capital deficit at December 31, 2009.

During the year ended December 31, 2009, the Registrant entered into two promissory notes payable.  One note for $96,000 and the other for $200,000 with a shareholder of the Registrant.  Both of the notes are unsecured and due on demand. The $96,000 note bears an interest rate of 10% per annum while the other note of $200,000 bears an interest rate of 7% per annum. The notes has an option for the holder to convert all or part of the principal and accrued interest thereon into common stock of the Company at $0.25 per share.

The Company estimates its operating costs for the next 12 months will include $285,000 for SEO and SEM services, hosting and technical services, $295,000 for content, web development and IT services, and $190,000 for office, administrative, business development, marketing and promotional services.  The costs for expanding operations, which would be translating, additional web development and replication of the original acquired websites into multiple languages, thereby enlarging the network, would be an additional $185,000.  There is no assurance that the Company will be able to obtain additional funding when needed, or that such funding, if available, can be obtained on terms acceptable to the Company.

Failure to obtain additional funding will result in delay or indefinite postponement of some or all of the Registrant's products and/or services to the market place.  Any funds raised by the Registrant through the issuance of equity or convertible debt securities will cause the Registrant's current stockholders to experience dilution.  Such securities may grant rights, preferences or privileges senior to those of the Registrant's common stockholders.

There is no assurance that the Registrant will earn revenue, operate profitably or provide a return on investment to its security holders.

To date, all funding for the Registrant's business and ongoing operations has come from common share issuances.  In the three month period from September to December 2005, the Registrant raised $103,000 in equity.  In the next nine months of operation (Jan to Sept 2006), the Registrant raised $59,650 in equity.  In January, 2007, the Registrant raised $26,000 in equity.  In April, 2007, the Company raised $1,000,000 in equity.

It is the Registrant’s opinion that it has sufficient working capital to meet its requirements for the next 12 months.  During the year, the CFO received $36,000 for compensation.  The CEO and other directors of the Registrant have agreed to wait before establishing compensation.  Office equipment and rent is being provided to the Registrant by management at a nominal rate of $200 per month.

As of the date of this Form 20-F, the Registrant has 11,550,000 issued and outstanding common shares.

C.

Research and Development, Patents and Licenses, Etc.

The Registrant has not developed a research and development policy.  The Registrant holds no patents or licenses including technology licenses.

D.

Trend Information

The Registrant is generating revenue from sales.  

E.

Off-Balance Sheet Arrangements

The Registrant has no off-balance sheet arrangements.

F.

Tabular Disclosure of Contractual Obligations

The Registrant currently has no contractual obligations in the nature of long term debt obligations, capital finance lease obligations, operating lease obligations or purchase obligations.

G.

Safe Harbor

Not applicable.

Item 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.

Directors and Senior Management

Name	Age	Position	Other Reporting Companies In Canada or the United States
			Company	Position
David Hallonquist	53	President, Chief Executive Officer and Director	Nil	N/A
Steve W. Latham	47	Director	Redstone Capital, TSX	Director
Roger R. Matthews	62	Director	Tynda Forest Holdings Ltd Imara Holdings Ltd	Director – listing this year in AIM, London Director
H. Brian Cole	53	Director and C.F.O.	Nil	N/A
Jamie Lidstone	39	Director	Nil	N/A

The following sets out the principal occupations and related experience for the directors and senior officers of the Registrant over the past five years.  None of the Registrant’s officers or directors are related by blood or marriage.  There is no arrangement or understanding among major shareholders, customers or suppliers of the Registrant pursuant to which any officer or director of our company was selected to that position.

DAVID HALLONQUIST – President, Chief Executive Officer and Director

Mr. Hallonquist is the Founder of Play LA.  He is an accomplished management professional with experience in Retail, Distribution, Marketing, and E-Business.  His expertise is in planning and implementing new developments and strategies, particularly in a start-up environment.  David is the founder and President of Spotted Dog Media Inc., a private North Vancouver, BC based company that sells marketing, advertising and consulting services to the gaming industry.

Prior to founding Spotted Dog Media, Mr. Hallonquist held executive positions with two start-up companies focused on e-commerce in the health and gaming sectors.  His roles in business development dealt with the creation, strategy, and implementation of each company’s business models, as well as evaluating and penetrating new market sectors.  His career includes a seven year stint as founder, President and Director of Renaissance Golf Canada Inc., a golf products importer and distributor, which went public in 1996 on Canada’s CDNX Exchange.

Throughout most of the 1980s, Mr. Hallonquist was executive vice-president and general manager of Vancouver-based Video Only, a chain of retail consumer electronics stores operating throughout Western Canada.  In this role he oversaw the entire operating functions of the company, including budgeting, advertising, merchandise buying, inventory management, hiring and training and administration.

Mr. Hallonquist will provide strategic direction to the Registrant.  He will spend 70% of his available time on the operations of the Registrant.

STEVE W. LATHAM - Director

Mr. Latham has a 20 year entrepreneurial career in the field of high technology and the e-Commerce.  His past experience included successfully building Multi-Image Productions, the Fifth Dimension Group of Companies and Gateway Technology Inc.  He also headed up Corel Corporation’s international sales efforts in video conferencing technologies.

Mr. Latham served as a Director of Chartwell Technology Inc., a leading online gaming software developer whose shares are publicly traded on the TSX Exchange under the symbol “CWH”, after Chartwell acquired Gateway Technology Inc.  During his tenure with Chartwell Technology Inc., Mr. Latham assisted Chartwell in raising financing.

ROGER R. MATTHEWS - Director

Mr Matthews is the Founder and Managing Director of the Obelisk International Trust Group, a group of private companies based in the Channel Islands who specialise in corporate, trust and collective investment plans including consulting, management and administration services.

After studying at New College, Oxford and Aston Universities and then training as an accountant, he left England in 1971 and has worked in the offshore banking, finance and trust industry for 34 years.  He has held various executive roles with major international banks including the Bank of Bermuda and the Royal Bank of Canada and also one of Jersey’s leading law firms Michael Voisin and Co. He has worked in Bermuda, Hong Kong, Luxembourg, Guernsey and Jersey.  He serves as a director of several international investment management groups’ offshore structures and offshore mutual funds.  He has for several years worked closely with the Imara Group of Companies based in Botswana and South Africa, and is a Director of Obelisk and Chairman of the Group Audit Committee.

He was Vice-Chairman of the Society of Trust and Estate Practitioners in the Channel Islands for eight years and is the liaison officer between Guernsey and Jersey. He was the inaugural Chairman of the Guernsey Fund Managers Association.

H. BRIAN COLE – Director and Chief Financial Officer

Mr. Cole has 30 years of finance and accounting experience in a variety of industries in Barbados, St. Lucia, Jamaica, St. Vincent Guyana, Suriname, Martinique, Guadeloupe, Grenada and Antigua.  He is a member of the Registrant’s audit committee.  Mr. Cole has seven years experience as an internal auditor for Higgs & Hill Overseas Limited.  For the past 12 years, Mr. Cole has been serving as an independent consultant to various international enterprises.  Mr. Cole is a member of the Rotary Club of Barbados, having served as a Director in 1993 and Treasurer in 2002.

JAMIE LIDSTONE - Director

Mr. Lidstone is the Managing Director of Lotoshow, a Latin American online gaming company.  Mr. Lidstone’s responsibilities include overall business strategy, marketing, business development and operations.  Prior to

Lotoshow Mr. Lidstone held senior marketing and business development positions within the online gaming industry. He was Marketing Director for the Casino Rewards Group, responsible for the overall marketing and business development of 8 online casinos and 2 online poker rooms. During his tenure he oversaw significant growth of the group to become one of the worlds leading online gaming companies.

Mr. Lidstone has also consulted to a number of online gaming companies within the industry.  In this capacity, he assisted in developing and executing marketing and business strategies.  Prior to online gaming Mr. Lidstone was the Australian Marketing and Business Development director for online Auction site BidorBuy.

Mr. Lidstone has attended the University of New England and University of Sydney where he is on leave from his Masters in Marketing.

B.

Compensation

There are presently two Executive Officers of the Registrant, President and Chief Executive Officer, Mr. David Hallonquist and Chief Financial Officer, Mr. Brian Cole.  “Executive Officer” means the President, any Vice-President in charge of a principal business unit such as sales, finance or production and any officer of the Registrant or a subsidiary who performs a policy-making function for the Registrant whether or not that person is also a director of the Registrant or the subsidiary, and the Chairman and any Vice-Chairman of the board of directors of the Registrant if that person performs the functions of that office on a full-time basis.

Set out below is a summary of compensation paid during the Registrant’s most recently completed financial years to the Registrant’s Executive Officers:

Name And Principal Position	Year	Annual Compensation			Long Term Compensation			All Other Compen- sation ($)
		Salary ($)	Bonus ($)	Other Annual Compen-sation ($)	Awards		Payouts
					Securities Under Options/ SARs Granted (#)	Restricted Shares or Restricted Share Units ($)	Long Term Incentive Plan Payouts ($)
David Hallonquist	2009 2008 2007	Nil Nil Nil	Nil	Nil	87,500 Nil	Nil	Nil	Nil
Brian Cole	2009 2008 2007	$36,000 $32,500 $20,000	Nil	Nil	87,500 Nil	Nil	Nil	Nil

Options and Stock Appreciate Rights (SARs)

On April 17, 2009, the board of directors of the Registrant established a 2009 Restricted Stock/Option Plan to provide for the issuance of stock options to acquire an aggregate of up to 2,200,000 shares of its common stock.  On May 15, 2009, the Board of Directors of the Registrant granted 1,200,000 stock options.  These stock options have vested periods of 6 months over a two year period, with an exercise price of $0.40 per share and expires May 15, 2014.   As of December 31, 2009, 487,500 stock options were exercisable and 715,500 stock options were not exercisable. None of these stock options were exercised as of the year ended December 31, 2009.

Our stock option plan allows the board of directors to grant directors, officers, employees and consultants of the Registrant options to acquire shares of the company.  The purpose of the stock option plan are to attract, retain

and motivate key members of our team to align incentives with the results realized by shareholders, and to provide competitive compensation arrangements that reward the creation of shareholder value over the long term.

The stock option plan provides that the options will expire no later than 5 years from the grant date and such option are not transferable or subject to assignment or lien for security purposes except to the Holder’s legal representative, his estate, a family corporation or personal holding corporation or in such other circumstance as the Board may approve in its sole discretion.   If the Option Holder’s employment or consultancy with the Registrant is terminated within the Option Period because of the Option Holder’s death or disability, the Option will remain exercisable, to the extent that it was vested and exercisable on the date of the Option Holder’s death or disability, for a period of one year after such date; provided, however, that in no event may the Option be exercised after the expiration of the Option Period.  If the Option Holder’s employment or consultancy with the Registrant is termi nated within the Option Period, the option will be void for all purposes immediately upon notice of termination or resignation, then the option shall be exercisable, as to the vested portion only for a period of 30 days after such termination or resignation.

On May 15, 2009, 500,000 stock options were awarded to directors of the Registrant.  Each director received 100,000 stock options.  Of the 100,000 stock options, only 50,000 stock options were exercisable right away, while the remaining 50,000 stock options would be vested over 6 months periods for a year and a half, with an exercise price of $0.40 per share and expires May 15, 2014.   200,000 stock options were awarded to officers of the Registrant.  Each officer received 100,000 stock options. These stock options would be vested over 6 months periods for two years with an exercise price of $0.40 per share and expires May 15, 2014.  500,000 stock options were awarded to consultants of the Registrant.  These stock options would be vested over 6 months periods for two years with an exercise price of $0.40 per share and expires May 15, 2014.

On November 15, 2009, 62,500 stock options that were awarded to directors May 15, 2009 became exercisable and the remaining balance of 187,500 stock options were unexercisable as to the vested portion over the next periods; 50,000 stock options that were awarded to officers May 15, 2009 became exercisable and the remaining 150,000 stock options were unexercisable as to the vested portion over the next periods; and 125,000 stock options that were awarded to consultants May 15, 2009 also became exercisable and the remaining 375,000 stock options were unexercisable as to the vested portion over the next periods.  

Subsequent to the year ended December 31, 2009, the Company granted 150,000 stock options to consultants of the Registrant with an exercise price of $0.51 per share and expires in 5 years.  The stock options are vested over 6 months period for two years.

The particulars of the stock option grants are set out in the following table as of December 31, 2009:

	Options			Exercise		Unexercised
	Granted	Date		Price	Vested	Options
	500,000	May 15, 2009	Directors	$0.40	312,500	187,500
	200,000	May 15, 2009	Officers	$0.40	50,000	150,000
	500,000	May 15, 2009	Consultants	$0.40	125,000	375,000
TOTAL	1,200,000				487,500	712,500

The particulars of unexercised options, stock that has not vested and equity incentive plan awards for our named executive officers and directors are set out in the following table:

	Options Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
David Hallonquist	87,500	112,500	Nil	$0.40	May 15, 2014	Nil	N/A	Nil	Nil
Brian Cole	87,500	112,500	Nil	$0.40	May 15, 2014	Nil	N/A	Nil	Nil
Jamie Lidstone	62,500	37,500	Nil	$0.40	May 15, 2014	Nil	N/A	Nil	Nil
Roger Matthews	62,500	37,500	Nil	$0.40	May 15, 2014	Nil	N/A	Nil	Nil
Steve Latham	62,500	37,500	Nil	$0.40	May 15, 2014	Nil	N/A	Nil	Nil
TOTAL	362,500	337,500

Compensation of Directors

The Registrant has no arrangements, standard or otherwise, pursuant to which directors are compensated by the Registrant for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as consultant or expert during the most recently completed financial year.

None of the Registrant’s directors have received any manner of compensation for services provided in their capacity as directors during the Registrant’s most recently completed financial year except the awards of stock options.

Long Term Incentive Plan (LTIP) Awards

The Registrant has no LTIP awards authorized or issued.

C.

Board Practices

The board of directors of the Registrant is currently comprised of David Hallonquist, Steve W. Latham, Roger R. Matthews, H. Brian Cole and Jamie Lidstone.  Each director of the Registrant is elected and holds office until his

successor takes office or until his earlier death, resignation or removal.  The board of directors currently has established no committees other than the audit committee.  The members of the Registrant’s audit committee are Mr. Steve Latham, Mr. Roger Matthews and Mr. Brian Cole.  There are no directors’ service contracts with the Registrant providing for benefits upon termination of employment.

D.

Employees

As of December 31, 2009, the Registrant had two part-time staff, its C.E.O., David Hallonquist and its C.F.O., Brian Cole.

E.

Share Ownership

The following table lists as of December 31, 2009, the share ownership of all of the Registrant’s directors and members of its administrative, supervisory and management bodies.  The Registrant has only one class of shares issued and outstanding being, common shares, without par value, and all of the common shares have the same voting rights.  The Registrant has 487,500 incentive stock options outstanding.  None of the persons named in the following table hold any warrants to purchase shares of the Registrant.

Name and Position	Number of Shares Held	Percentage of Shares Held (%) (1)
David Hallonquist (2)	2,931,500	24.35%
Steve W. Latham (3)	62,500	0.52%
Roger R. Matthews (4)	62,500	0.52%
H. Brian Cole (5)	337,500	2.80%
Jamie Lidstone (6)	292,500	2.43%

(1)

The percentage ownership positions are based on 11,550,000 shares outstanding plus 487,500 incentive stock options for a total of 12,037,500 as of December 31, 2009.

(2)

David Halloquist has 2,844,000 shares outstanding plus 87,500 stock options

(3)

Steve Latham has 62,500 stock options

(4)

Roger Matthews has 62,500 stock options

(5)

Brian Cole has 250,000 shares outstanding plus 87,500 stock options

(6)

Jamie Lidstone has 230,000 shares outstanding plus 62,500 stock options

Item 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.

Major Shareholders

The Registrant is a privately owned Tortola, British Virgin Islands company, the shares of which are owned by Canadian residents, U.S. residents and residents of other countries.  As of December 31, 2009, the following parties had ownership of 5% or greater of the Registrant’s common shares, all of which have the same voting rights attached thereto as all other common shares of the Registrant (based on 11,550,000 shares outstanding plus 487,500 incentive stock option for a total of 12,037,500 in calculating the percentage held.)

Name	Number of Common Shares Held	Percentage of Common Shares Held
David Hallonquist (2)	2,931,500	24.35%
Chelten Ltd. (1)	7,298,000	60.63%

(1)

The shareholder of Chelten Ltd. is The Ringwood Trust.  Obelisk International Trust Company is the Trustee of The Ringwood Trust.  Each person who is a member of the following classes of persons and who is a non-resident of Canada for purposes of the Income Tax Act (Canada) is a Beneficiary of the Ringwood Trust:

(a)

the lineal descendants of every degree of consanguinity of Grace Mary Goddard Hallonquist;

(b)

the legal spouses of the persons described in (a);

(c)

the estates of the persons described in (a) and (b);

(d)

the following charity:  World Wildlife Fund.

(2)

David Hallonquist is a member of the family class of the Ringwood Trust but has no direct or indirect interest as any and all distributions from the Ringwood Trust are totally discretionary.  Also as a resident of Canada for tax purposes David Hallonquist is an excluded beneficiary and not eligible to receive any distributions from the trust.

As of December 31, 2009, the Registrant had 38 shareholders of record holding 11,550,000 shares.  The number of record holders in the US – 7, portion of outstanding securities held in the US – 665,500 shares or approximately 5.76%.

Other than as disclosed above, the Registrant is not aware of any other company, any foreign government or any other person, jointly or severally, that directly or indirectly controls the Registrant.  The Registrant is not aware of any arrangements, the operation of which, may at a future date result in a change of control of the Registrant.

B.

Related Party Transactions

During the year ended December 31, 2009, the Company paid rent of $2,400 (2008: $2,400) for its office in Barbados to a company with a director in common.

During the year ended December 31, 2008, the Company cancelled 500,000 of its common shares at $0.01 per share for $5,000, which had been initially issued at $0.01 per share to two directors of the Company.

C.

Interests of Experts and Counsel

Not applicable

Item 8.

FINANCIAL INFORMATION

A.

Financial Statements and Other Financial Information

Financial Statements filed as part of this registration statement:

Financial Statements of Play LA, Inc. for the years ended December 31, 2009 and 2008

Auditor’s Report of Jewett Schwartz Wolfe and Associates dated March 10, 2010

Balance Sheets as at December 31, 2009 and 2008

Statements of Operations for the years ended December 31, 2009, 2008 and 2007

Statement of Stockholders’ Equity from inception to December 31, 2009

Statements of Cash Flows for the years ended December 31, 2009 and 2008

Notes to the Financial Statements

B.

Significant Changes

Since the date of the audited financial statements for the period ended December 31, 2009, there have been no significant changes in the Registrant’s operations.

Please refer to Item 4 for a discussion of the Company’s acquisition of the two internet information portal sites.

Item 9.

THE OFFER AND LISTING

A.

Offer and Listing Details

The Registrant was listed December 18, 2008.  The Registrant’s common stock is traded in the Over-the-Counter Bulletin Board market under the ticker symbol, “PLLAF”.

The following table sets forth for each quarter, the high and low bid prices per share of the Registrant’s common stock:

Quarter Ended

High

Low

March 31, 2009

0.40

0.25

Jun 30, 2009

0.40

0.40

Sep 30, 2009

0.42

0.31

Dec 31, 2009

0.51

0.40

B.

Plan of Distribution

Not applicable.

C.

Markets

The common shares of the Registrant are quoted on FINRA’s Over the Counter Bulletin Board under the symbol “PLLAF”.  

The Registrant’s common stock is subject to the regulations on penny stocks; consequently, the market liquidity for the common stock may be adversely affected by such regulations limiting the ability of broker/dealers to sell the Registrant’s common stock and the ability of shareholders to sell their securities in the secondary market in the United States.

Rules 15g-1 through 15g-9 promulgated under the Exchange Act impose sales practice and disclosure requirements on certain brokers-dealers who engage in certain transactions involving Penny Stock.  Subject to certain exceptions, a Penny Stock generally includes any non-NASDAQ equity security that has a market price of less than $5.00 per share.  The additional sales practice and disclosure requirements imposed upon brokers-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of our shares and impede the sale of our shares in the secondary market.

Under the Penny Stock regulations, a broker-dealer selling Penny Stock to anyone other than an established customer or Accredited Investor (generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt.  In addition, the Penny Stock regulations require the broker-dealer to deliver, prior to any transaction involving a Penny Stock, a disclosure schedule prepared by the Commission relating to the Penny Stock market, unless the broker-dealer or the transaction is otherwise exempt.  A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities .  Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the Penny Stock held in a customer's account and information with respect to the limited market in Penny Stocks.

Nevada Agency & Trust Company, located at Suite 880, 50 West Liberty Street, Reno, Nevada  89501, will be the registrar and transfer agent for the Registrant’s common shares.

D.

Selling Shareholders

Not applicable

E.

Dilution

Not applicable

F.

Expenses of the Issue

Not applicable.

Item 10.

ADDITIONAL INFORMATION

A.

Share Capital

Not applicable

B.

Memorandum and Articles of Association

Previously filed with the Securities and Exchange Commission on the Registrant’s form 20-F dated July 22, 2008.

C.

Material Contracts

On April 15, 2010, the Registrant entered into a consulting agreement with Thorsten Koster to provide financial advice, and investor and public relations strategies.  The term of the agreement is for a period of one year or until terminated by the sole discretion of the Registrant.  The Registrant agreed to pay Mr. Koster in four phases as follows:

Phase 1

62,500 common shares

Phase 2

62,500 common shares and EUR 50,000

Phase 3

62,500 common shares

Phase 4

62,500 common shares

D.

Exchange Controls

There are no foreign exchange controls in BVI and funds can be moved easily. There is no restriction in this regard.

E.

Taxation

International Business Companies established in BVI are exempt from the payment of Income Tax and Stamp Duty.

Non-residents of BVI are exempt from the income tax payable on dividends, interest, rents, royalties, compensations and other amounts which are paid to the person by the IBC.

There are no capital gains taxes, inheritance taxes and death duties.

Double Taxation Agreements between the United Kingdom and Japan and Switzerland extend to the British Virgin Islands but do not generally apply to IBC's.

F.

Dividends and Paying Agents

Not applicable

G.

Statement by Experts

Not applicable

H.

Documents on Display

The documents concerning the Registrant which are referred to in this Form 20-F are either annexed hereto as exhibits (see Item 19) or may be inspected at the principal offices of the Registrant.

I.

Subsidiary Information

The Registrant has no subsidiaries.

Item 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A.

Quantitative Information about Market Risk

Currency Exchange Rate Sensitivity

The results of the Registrant’s operations are subject to currency transaction risk.  Regarding currency transactional risk, the operating results and financial position of the Registrant are reported in U.S. dollars in the Registrant’s financial statements.  The fluctuation of the U.S. dollar in relation to other currencies will therefore have an impact upon the profitability of the Registrant and may also affect the value of the Registrant’s assets and the amount of shareholders’ equity.

In regards to transaction risk, the Registrant’s functional currency is the U.S. dollar and its activities are predominantly executed using the U.S. dollar.  The Registrant incurs a relatively small portion of its expenses in U.S. dollars.  The Registrant has not entered into any agreements or purchased any instruments to hedge any possible currency risks at this time.

Interest Rate Sensitivity

As of December 31, 2009, the Registrant has two promissory notes requiring interest payments.  The Registrant has not entered into any agreement or purchased any instrument to hedge against possible interest rate risks at this time.

Item 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A.

Debt Securities

Not applicable.

B.

Warrants and Rights

Not applicable.

C.

Other Securities

Not applicable.

D.

American Depository Shares

Not applicable.

PART II

Item 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

Item 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable.

Item 15.

CONTROLS AND PROCEDURES

The Registrant's Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the

period covered by this Form 20-F, have concluded that, as of such date, the Company’s disclosure controls and procedures were effective.

Report of the Registrant on Internal Control Over Financial Reporting: The Registrant's Board of Directors and management are responsible for establishing and maintaining adequate internal control over financial reporting. The Registrant’s internal control system was designed to provide reasonable assurance to management and Board of Directors regarding the reliability of financial reporting and the preparation and fair presentation of its published financial statements.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective may not prevent or detect misstatements and can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Registrant's internal control over financial reporting as of December 31, 2008. In making this assessment, it used the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the Registrant’s assessment, management has concluded that as of December 31, 2009, the Registrant's internal control over financial reporting is effective based on those criteria.

There were no changes to the Registrant’s internal control over financial reporting that occurred during the period covered by this Annual Report on Form 20F that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 16A.

AUDIT COMMITTEE FINANCIAL EXPERT

The Registrant’s audit committee financial expert is Mr. Brian Cole.  Mr. Cole is the company CFO.  Mr. Cole’s qualifications are set out in Item 6 of Part I of this Form 20-F.

Item 16B.

CODE OF ETHICS

The Registrant has not adopted a formal written Code of Business Conduct.  Management is considering various draft codes of business conduct and expects that one will be adopted by the Registrant during its fiscal year ended December 31, 2010.

Item 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Registrant’s audit fee for the year ended 2009 was $12,000 and for the year ended 2008 was $11,500.

Item 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

Item 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not applicable.

PART III

Item 17.

FINANCIAL STATEMENTS

The Registrant’s financial statements have been prepared on the basis of US GAAP.  Copies of the financial statements specified in Regulation 228.210 (Item 310) are filed with this Form 20-F.

Index to Financial Statements

Financial Statements of Play LA, Inc. for the years ended December 31, 2009 and 2008

Auditor’s Report of Jewett Schwartz Wolfe and Associated dated March 10, 2009

Balance Sheets as at December 31, 2009 and 2008

Statements of Operations for the years ended December 31, 2009, 2008 and 2007

Statement of Stockholders’ Equity from inception to December 31, 2009

Statements of Cash Flows for the years ended December 31, 2009 and 2008

Note to Financial Statements

PLAY  LA  INC.

FINANCIAL STATEMENTS

December 31, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Play LA, Inc.

We have audited the accompanying balance sheets of Play LA, Inc. as of December 31, 2009 and December 31, 2008 and the related statements of operations, changes in shareholders' equity, and cash flows for the years then ended.  These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.  

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Play LA, Inc. as of December 31, 2009 and 2008, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern.  As discussed in note 2 to the financial statements, the continuance of the Company is dependent on its future profitability and the ongoing support of its stockholders, affiliates and creditors.  Management’s plans as to these matters are also described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ JEWETT, SCHWARTZ, WOLFE & ASSOCIATES

Hollywood, Florida

March 24, 2010

- 47 -

PLAY LA, INC.

Balance Sheets

December 31, 2009 and 2008

			December 31,
ASSETS		2009		2008
Current assets
Cash and cash equivalents	$	68,591	$	73,674
Accounts receivable		44,328		52,404
Prepaid expenses		8		-
Total current assets		112,927		126,078
Goodwill		156,912		156,912
Other intangible assets, net		60,713		98,624
		217,625		255,536
TOTAL ASSETS	$	330,552	$	381,614
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable & accrued liabilities	$	56,511	$	54,819
Notes payable - related party		296,960		-
Total liabilities		353,471		54,819
STOCKHOLDERS' EQUITY
Common stock, no par value, 50,000,000 shares authorized,
11,550,000 and 11,520,000 issued and outstanding, respectively		1,217,207		1,181,150
Accumulated deficit		(1,240,126)		(854,355)
		(22,919)		326,795
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	330,552	$	381,614

The accompanying notes are an integral part of these financial statement

- 48 -

PLAY LA, INC.

Statements of Operations

For the years Ended December 31, 2009, 2008 and 2007

		2009		2008		2007
REVENUE
Sales	$	521,418	$	543,696	$	208,606
Cost of sales		(656,122)		(635,457)		-
Gross Profit		(134,704)		(91,761)		208,606
EXPENSES
Amortization		39,709		84,067		59,104
Editorial fees		-		-		43,546
Interest on loans		18,137		-		-
Management fees		36,000		35,500		-
Professional fees		28,868		82,387		370,148
General and administration fees		123,819		85,958		129,325
		246,533		287,912		602,123
Income/(loss) before other items		(381,237)		(379,673)		(393,517)
Other Items:
Foreign exchange gain/(loss)		(4,604)		(22,302)		-
Interest income		70		2,669		11,971
Net loss	$	(385,771)	$	(399,306)	$	(381,546)
Basic and diluted loss per share	$	(0.03)	$	(0.03)	$	(0.03)
Weighted average number of shares outstanding		11,527,534		11,761,803		11,438,384

The accompanying notes are an integral part of these financial statement

- 49 -

PLAY LA, INC.

Statements of Cash Flows

For the Years Ended December 31, 2009 and 2008

		2009		2008
Cash flows from operating activities
Net loss	$	(385,771)	$	(399,306)
Adjustments to reconcile net cash flows from
operating activities
Amortization		39,709		84,067
Shares issued for services		9,750		-
Stock options expense		26,307
Changes in operating assets and liabilities
Accounts receivable		8,076		552
Prepaid expenses		(8)		5,423
Other assets		-		438
Accounts payable		1,693		7,059
Net cash flows used in operating activities		(300,244)		(301,767)
Cash flows from investing activities
Addition to intangible assets		(1,799)		(6,426)
Net cash flows used in investing activities		(1,799)		(6,426)
Cash flows from financing activities
Cancellation of common stock		-		(5,000)
Proceeds from notes payable		296,960		-
Net cash flows used in financing activities		296,960		(5,000)
Net change in cash		(5,083)		(313,193)
Cash and cash equivalents, beginning of period		73,674		386,867
Cash and cash equivalents, end of period	$	68,591	$	73,674
Supplemental disclosure of non-cash items:
Shares issued for services	$	9,750	$	-

The accompanying notes are an integral part of these financial statement

- 50 -

PLAY LA, INC.

Statements of Stockholder’s Equity

For the Years Ended December 31, 2009, 2008, 2007 and 2006

				Accumulated
	Common Stock		Accumulated	Comprehensive
	Shares	Amount	Deficit	Loss	Total
Balance, December 31, 2005	6,070,000	$            103,000	$            (28,241)	$                         -	$              74,759
Common Stock issued	3,940,000	59,650			59,650
Net loss for the period			(45,262)		(45,262)
Balance, December 31, 2006	10,010,000	$            162,650	$            (73,503)	$                         -	$              89,147
Common stock issued at $0.10	260,000	26,000			26,000
Common stock issued at $0.01	1,000,000	10,000			10,000
Common stock issued at $0.50	2,000,000	1,000,000			1,000,000
Re-purchase of common stock at $0.01	(1,000,000)	(10,000)			(10,000)
Common stock cancelled at $0.01	(250,000)	(2,500)			(2,500)
Foreign currency translation adjustment				(2,089)	(2,089)
Net loss for the period			(379,457)		(379,457)
Balance, December 31, 2007	12,020,000	$         1,186,150	$          (452,960)	$               (2,089)	$            731,101
Common stock cancelled at $0.01	(500,000)	(5,000)			(5,000)
Foreign currency translation adjustment				(22,302)	(22,302)
Net loss for the period			(377,004)		(377,004)
Balance, December 31, 2008	11,520,000	$         1,181,150	$          (829,964)	$            (24,391)	$            326,795
Foreign currency translation adjustment				(4,604)	(4,604)
Stock Based Compensation		26,307			26,307
Common stock issued for services at $0.325	30,000	9,750			9,750
Net loss for the period			(381,167)		(381,167)
Balance, December 31, 2009	11,550,000	$         1,217,207	$       (1,211,131)	$            (28,995)	$            (22,919)

The accompanying notes are an integral part of these financial statement

- 51 -

PLAY LA, INC.

Notes to the Financial Statements

December 31, 2009

Note 1 - Organization

Play LA Inc. ("the Company"), a Tortola, British Virgin Island holding company, was incorporated under the International Business Companies Act on September 27, 2005. The principal business of the Company was to identify and acquire businesses and assets relating to online content publishing and internet advertising solutions for online gaming operators. Specifically, the Company’s roll-up strategy has focused primarily on the United Kingdom (“UK”) and Western European based online gaming content websites to create a comprehensive, customized, and responsive advertising network to service the advertising and promotional needs of online gaming operations. Substantially all of the Company's efforts have been directed towards raising capital and developing a corporate structure. Effective May 1^st, 2007, the Company acquired two online advertising websites. These websites were the Company’s first a cquisitions. Advertising revenues are generated through these websites. Since the revenue generated is consistent, the Company is deemed to have emerged from the development stage as of the acquisition date.  The Company’s common shares are publicly traded on the OTC Bulletin Board under the ticker symbol, “PLLAF.”

Note 2 - Basis of Presentation - Going Concern Uncertainties

These financial statements have been prepared in conformity with generally accepted accounting principles in the United States, which contemplate continuation of the Company as a going concern. However, the Company has limited operations and has sustained operating losses in recent years resulting in an accumulated deficit. In view of these matters, realization of a major portion of the assets in the accompanying balance sheet is dependent upon the continued operations of the Company, which in turn is dependent upon the Company's ability to meet its financing requirements, and the success of its future operations.

The Company has incurred losses from operations and has an accumulated deficit of $1,240,126 from inception (September 27, 2005) to December 31, 2009. The Company's ability to continue as a going concern is in substantial doubt and is dependent upon obtaining additional financing and/or achieving a sustainable profitable level of operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company believes that the cash on hand will be able to meet its on-going costs in the next 12 months. The Company may seek additional equity as necessary and it expects to raise funds through private or public equity investment in order to support existing operations and expand the range of its business. There is no assurance that such additional funds will be available for the Company on acceptable terms, if at all.

Note 3 - Significant Accounting Policies

(a) Principles of Accounting

These financial statements are stated in U.S. Dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America.

- 52 -

(b) Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates.

(c) Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company occasionally has cash deposits in excess of insured limits provided by the financial institutions. The Company places its cash and cash equivalents with high credit quality financial institutions.

(d) Accounts receivable and allowance for doubtful accounts

Accounts receivable are recorded net of allowances for doubtful accounts and reserves for returns. In the normal course of business, the Company extends credit to customers that satisfy predefined credit criteria. The Company is required to estimate the collectability of its receivables. Allowances for doubtful accounts are established through the evaluation of accounts receivable agings and prior collection experience to estimate the ultimate realization of these receivables. At December 31, 2009, management determined that no allowance was necessary.

(e) Intangible Assets

Intangible assets with indefinite lives are not amortized but rather are tested at least annually for impairment. Intangible assets with definite lives are amortized over their estimated useful life as follows:

Source code	2 years
URL	10 years
Web-site contents	5 years
Subscribers list	1 year
Client accounts	2 years
Trade name	2 years

(f) Goodwill

Goodwill arose upon the acquisition of the two websites in May 2007 and represents the excess of costs of acquisition over the fair value of the identifiable assets acquired. The company’s policy is to review the carrying

- 53 -

value of goodwill on at least an annual basis and between annual tests if indicators of potential impairment exist and record any impairment at that time. At December 31, 2009 and 2008, management has determined that goodwill is not impaired.

(g) Long-Lived Assets Impairment

Long-term assets of the Company are reviewed when changes in circumstances suggest their carrying value has become impaired, pursuant to guidance established Accounting Standard Update (“ASU”) 360, “Accounting for the Impairment or Disposal of Long-Lived Assets”. Management considers assets to be impaired if the carrying value exceeds the future projected cash flows from related operations (undiscounted and without interest charges). If impairment is deemed to exist, the assets will be written down to fair value. As of December 31, 2009 and 2008, there were no such assets.

(h) Fair Value of Financial Instruments

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.

The fair value of financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and short term note - related party, approximate their carrying values since they are short term in nature and they are receivable or payable on demand.

Management is of the opinion that the Company is exposed to significant interest or credit risks arising from the bank-held assets. The Company is operating outside the United States of America and has significant exposure to foreign currency risk due to the fluctuation of the currency in which the Company operates and the U.S. dollar.

The Company accounts for certain assets and liabilities at fair value. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. We categorize each of our fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are:

•

Level 1—inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. As of December 31, 2009, the Company did not have any level 1 inputs.

•

Level 2—inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, foreign exchange rates, and forward and spot prices for currencies and commodities. Our Level 2 instruments consists options issued for services.

•

Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. As of December 31, 2009, the company did not have any level inputs.

- 54 -

(i) Comprehensive Income

The Company has adopted ASU 220 “Reporting Comprehensive Income”, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statement of Stockholders' Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners.

For the years ended December 31, 2009, 2008, and 2007, there are no reconciling items between the net loss presented in the statements of operations and comprehensive loss as defined by ASU 220.

(j) Income Taxes

The company is registered in the British Virgin Islands and will not be conducting business in the United States.  It is therefore not subject to or liable for any United States income taxes. Currently there is no income tax in the British Virgin Islands.

(k) Revenue Recognition

The Company’s revenues for the year ended December 31, 2009 consisted of revenues from advertisement services. The company currently utilizes three types of advertising methods to generate revenue as follows: 1) flat rate paid advertising campaigns; 2) paid Sponsorship campaigns; and 3) Pay per Real Money player ( performance based) campaigns. The company enters into short term paid and sponsorship advertising contracts, for periods of one to three months.  The company collects the payments for flat rate and sponsorship campaigns in advance of running the campaigns and revenue is recognized ratably over the campaign period.  The Company collects the payments for Real Money player campaigns within 30 days after each month-end results.  Revenue is recognized for Real Money player campaigns when a contract has been signed, the fee is fixed and determinable, delivery of the service has occurred, and the collection is probab le.

(l) Research and Development Costs

Research and development costs are expensed as incurred.

(m) Advertising Expenses

The Company expenses advertising costs as incurred. The Company incurred no advertising expenses as of December 31, 2009, 2008, or 2007.

(n) Net Loss per Share

Basic net loss per share (“EPS”) is based on the weighted average number of common shares outstanding and diluted EPS is based on the weighted average number of common shares outstanding and dilutive common stock equivalents. Basic EPS is computed by dividing net loss (numerator) applicable to common stockholders by the weighted average number of common shares outstanding (denominator) for the period. All EPS presented in the financial statements are basic EPS as defined by ASU 260, "Earnings Per Share". There are no potentially

- 55 -

dilutive securities outstanding. All per share and per share information are adjusted retroactively to reflect stock splits and changes in par value.

(o) Concentration of Credit Risk

The Company places its cash and cash equivalents with a high credit quality financial institution. The Company maintains United States Dollars, Pound Sterling and European Euro at a bank in the Caribbean that are not insured. Revenue is derived in geographic locations outside the United States. The advertising business in Europe accounts for all of the revenue of the Company to date.

(p) Foreign Currency Translations

The Company is located and operating outside of the United States of America. The functional currency of the Company is the U.S. Dollar. At the transaction date, each asset, liability, revenue and expense is translated into U.S. dollars by the use of the exchange rate in effect at that date.  At the period end, monetary assets and liabilities are re-measured by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations.

(q) Related Parties

A related party is generally defined as (i) any person that holds 10% or more of the Company's securities and their immediate families, (ii) the Company's management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

(r)  Stock Based Compensation

The Company follows the guideline under ASC Topic 718 Compensation-Stock Compensation for all stock based compensation plans, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights. Stock compensation expenses are to be recorded using the fair value method.

(s) New Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (FASB) issued its final Statement of Financial Accounting Standards (SFAS) No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a Replacement of FASB Statement No. 162”. SFAS No. 168 made the FASB Accounting Standards Codification (the Codification) the single source of U.S. GAAP used by nongovernmental entities in the preparation of financial statements, except for rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws, which are sources of authoritative accounting guidance for SEC registrants. The Codification is meant to simplify user access to all authoritative accounting guidance by reorganizing U.S. GAAP pronouncements into roughly 90 accounting topics within a consistent structure; its purpose is n ot to create new accounting and reporting guidance. The Codification supersedes all existing non-SEC accounting and reporting standards and was effective for the Company beginning July 1, 2009. Following SFAS No. 168, the Board will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead, it will issue Accounting Standards Updates (ASU). The FASB will not consider ASUs as authoritative in their own right; these updates

- 56 -

will serve only to update the Codification, provide background information about the guidance, and provide the bases for conclusions on the change(s) in the Codification.

In August 2009, the FASB issued ASU 2009-05 which includes amendments to Subtopic 820-10, “Fair Value Measurements and Disclosures—Overall”. The update provides clarification that in circumstances, in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the techniques provided for in this update. The amendments in this ASU clarify that a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability and also clarifies  that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurem ents. The guidance provided in this ASU is effective for the first reporting period, including interim periods, beginning after issuance.  The adoption of this standard did not have a material impact on the Company’s financial position and results of operations.

In September 2009, the FASB has published ASU No. 2009-12, “Fair Value Measurements and Disclosures (Topic 820) - Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)”. This ASU amends Subtopic 820-10, “Fair Value Measurements and Disclosures – Overall”, to permit a reporting entity to measure the fair value of certain investments on the basis of the net asset value per share of the investment (or its equivalent). This ASU also requires new disclosures, by major category of investments including the attributes of investments within the scope of this amendment to the Codification. The guidance in this Update is effective for interim and annual periods ending after December 15, 2009. Early application is permitted.   The adoption of this standard did not have an  impact on the Company’s financial position and results of operations.

Note 5 – Intangible Assets

Intangible assets consist of the following:

	December 31, 2009
	Cost	Amortization	Net
Source code	$        19,615	$      19,615	$                -
URL	31,762	7,662	24,100
Web-site content	78,456	41,843	36,613
Subscribers list	7,846	7,846	-
Client accounts	98,070	98,070	-
Trade name	7,846	7,846	-
	$      243,595	$    182,881	$     60,713
Goodwill	156,912	-	156,912
	$      400,506	$    182,881	$   217,625

	December 31, 2008
	Cost	Amortization	Net
Source code	$        19,615	$      16,345	$       3,270
URL	29,964	4,565	25,398

- 57 -

Web-site content	78,456	26,152	52,304
Subscribers list	7,846	7,846	-
Client accounts	98,070	81,725	16,345
Trade name	7,846	6,538	1,308
	$      241,796	$    143,171	$     98,624
Goodwill	156,912	-	156,912
	$      398,708	$    143,171	$   255,536

The estimated amortization expense is as follows for each of the years ending December 31:

2009 - $39,709

2010 - $18,687

2011 - $18,687

2012 - $  8,407

2013 - $  3,176

2014 - $  3,176

2015 - $  3,176

2016 - $  3,176

2017 - $  1,678

Note 6 - Common Stock

During the year ended December 31, 2008, the Company cancelled 500,000 of its common shares at $0.01 per share for $5,000, which had been initially issued at $0.01 per share.  During the year ended December 31, 2007, the Company repurchased and cancelled 1,250,000 of its common shares at $0.01 per share for $12,500, which had been initially issued at $0.01 per share, including 700,000 shares repurchased from two directors of the Company. The company also issued 1,000,000 common shares at $0.01 per share for $10,000, including 250,000 shares subscribed by a director, 260,000 common shares at $0.10 each for $26,000, including 140,000 shares subscribed by a director, and 2,000,000 common shares at $0.50 each for $1,000,000.  During the year ended December 31, 2009, the Company issued 30,000 common shares for services.

Note 7 - Related Party Transactions

During the twelve months ended December 31, 2009 and 2008, the Company paid rent of $2,400 and $2,400, respectively, for its office in Barbados to a company with a director in common.

All related party transactions are recorded at the exchange amount established and agreed to between related parties and are in the normal course of business.

Play LA Inc. and On a Roll Media Inc. are related parties.  The two companies do not share common officers or directors nor do they hold shares of the other.  However, Play LA is the primary client of On a Roll Media to an extent that Play LA significantly influences the operations of On a Roll Media preventing it from pursuing its own separate interests.  In February 2007, Play LA entered into a services agreement with On A Roll Media Inc. to have On A Roll Media to supply website development, maintenance, content, translation, marketing and technical support services for Play LA Inc.  As of December 31, 2009, the Company owed On A Roll Media $16,600. The initial On A Roll Media services agreement terminated on January 31, 2008, but has been renewed by a renewal agreement dated February 18, 2008.  Pursuant to the terms of the renewal agreement, On A Roll

- 58 -

will also receive a monthly fee of $1,500 in addition to the hourly and commission fees under the original agreement.  The renewal agreement has been extended to February 14, 2012, unless terminated earlier by mutual agreement of the parties. During the years ended December 31, 2009, 2008, and 2007, Play LA Inc. paid On A Roll Media Inc. $578,585 for these services. These costs are included in Play LA's December 31, 2009 financial statements as follows:

		December 31,		December 31,		December 31,
		2009		2008		2007
Editorial	$	127,480	$	61,700	$	41,100
Development		43,900		29,310		-
Professional fees		370,430		403,848		237,800
General & Administrative fees		36,775		126,350		55,073
	$	578,585	$	621,218	$	333,973

Note 8 – Promissory Note Payable

The Company entered into a $96,000 promissory note with one of its shareholders.  The note is unsecured, bearing an interest rate of 10% per annum and due on demand.  The Company entered into another $200,000 promissory note with its shareholders.  This note is unsecured, bearing an interest rate of 7% per annum and due on demand.  Both of the notes has an option for the holder to convert all or part of the principal and accrued interest thereon into common stock of the Company at $0.25 per share.

Note 9 -  Stock Options

On May 15, 2009, the Board of Directors of the Company granted an aggregate of 1,200,000 stock options to directors, officers and consultants.  The underlying stock options are exercisable at $0.40 per share and shall expire the earlier of May 15, 2014 or on the Optionee’s termination date with the Company plus 30 days, as to the vested portion only on the date of termination.

The stock options granted to the directors become exercisable on the following basis:

Date

Amount  

May 15, 2009

50% of the granted amount

November 15, 2009

12.5% of the granted amount

May 15, 2010

12.5% of the granted amount

November 15, 2010

12.5% of the granted amount

May 15, 2010

12.5% of the granted amount

The stock options granted to the officers and consultants become exercisable on the following basis:

Date

Amount  

November 15, 2009

25% of the granted amount

May 15, 2010

25% of the granted amount

- 59 -

November 15, 2010

25% of the granted amount

May 15, 2011

25% of the granted amount

The following table summarizes the continuity of the Company’s stock options:

Exercise Price	Number Outstanding at December 31, 2009	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price	Number Vested at December 31, 2009	Weighted Average Exercise Price
$0.40	1,200,000	4.34	$0.40	487,500	$0.40

The fair value of the stock options granted was determined using the Black-Scholes option value model with the following assumptions:

	2009
Expected dividend yield	0.0%
Risk-free interest rate	2.01%
Expected volatility	44.2%
Expected option life (in years)	5 yrs

Expected volatility was based on the Company’s historical share price.

The company recognized $ 26,306 in compensation expense associated with the stock options as of December 31, 2009.

Note 10 – Loss Per Share

Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock or conversion of notes into shares of the Company’s common stock that could increase the number of shares outstanding and lower the earnings per share of the Company’s common stock.  This calculation is not done for periods in a loss position as this would be anti-dilutive.  As of December 31, 2009, there were 1,200,000 stock options or stock awards that would have been included in the computation of diluted earnings per share that could potentially dilute basic earnings per share in the future.  The information related to basic and d iluted earnings per share is as follows:

	December 31,
	2009	2008
Numerator:
Continuing operations:
Income  (loss) from continuing operations	($  385,769)	($  399,306)
Effect of dilutive convertible debt	--	--
Total	$  385,769	$  399,306

- 60 -

Discontinued operations
Loss from discontinued operations	--	--
Net income (loss)	($  385,769)	($  385,769)
Denominator:
Weighted average number of shares      outstanding – basic and diluted	11,527,534	11,761,803
EPS:
Basic:
Continuing operations	($ 0.03)	($ 0.03)
Discontinued operations	0.00	0.00
Net income/(loss)	($ 0.03)	($ 0.03)
Diluted
Continuing operations	$ 0.03	$ 0.03
Discontinued operations	0.00	0.00
Net income/(loss)	($ 0.03)	($ 0.03)

Note 11 – Non-Cash Transactions

Investing and financing activities that do not have a direct impact on current cash flows are excluded from the statement of cash flows.

The Company issued 30,000 common shares for payment of consulting services totaling $9,750.

Note 12 – Subsequent Events

Subsequent to the year ended December 31, 2009, on January 18, 2010 the Company entered into an agreement for an asset purchase including the websites, all content and the domain for a stock payment valued at $30,000. The Company issued 58,824 common shares pursuant to the agreement.

On February 24, 2010 the Company entered into an agreement for an asset purchase including the website, all content, the domain and subscriber’s list of approximately 40,000 members for a cash payment of GBP 60,000 to be paid by three equal installments of GBP 20,000 at 30 days, 60 days and 90 days from the closing date.  The agreement also provides for a stock payment valued at GBP 45,000. The Company issued 139,412 common shares pursuant to the agreement.

Subsequent events were evaluated as of the date of the audit report, March 26, 2010.

- 61 -

Item 18.

FINANCIAL STATEMENTS

The Registrant has elected to report under Item 17.

Item 19.

EXHIBITS

Copies of the following documents are filed with this Form 20-F as exhibits:

Index of Exhibits

1.1

Articles of Association filed on Form 20-F March 27, 2007

4.1

Agreement with On A Roll Media Inc. dated February 1, 2007 filed on Form 20-F August 24, 2007

4.2

Agreement with Glen Etive Capital dated May 1, 2007 filed on Form 20-F August 24, 2007

4.3

Agreement with Glen Etive Capital dated January 11, 2008 filed on Form 20-F May 21, 2008

4.4

Agreement with On A Roll Media Inc. dated February 18, 2008 file on Form 20-F July 1, 2008

4.5

Play LA 2009 Restricted Stock/Option Plan dated April 27, 2009 file on Form S-8 April 28, 2009

4.6

Agreement with On A Roll Media Inc. dated February 15, 2010*

4.7

Agreement with Thorsten Koster dated April 15, 2010*

10.1

Purchase Agreement with Paul Sandells dated January 18, 2010 filed on Form 6K January 18, 2010

10.4

Purchase Agreement with Chongster Ltd. Dated February 24, 2010 filed on Form 6K February 24, 2010

12.1

Section 302 Certification of CEO*

12.2

Section 302 Certification of CFO*

13.1

Section 906 Certification of CEO*

13.2

Section 906 Certification of CFO*

15.1

Consent from Auditors*

*Filed herewith

- 62 -

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PLAY LA INC.

Dated:

April 19, 2010

Per:

/s/ David Hallonquist

David Hallonquist,

President and Chief Executive Officer

Per:

/s/ Brian Cole

Brian Cole,

Chief Financial Officer

Footnotes

¹ http://www.brandrepublic.com/bulletins/br/article/598032/barred-us-set-blossom-uk

² Data from EU Study Provided – did not have the name

³ The Case for State Lotteries – A Report for the European Lotteries and Toto Association – London Economics September 2006

⁴http://www.statistics.gov.uk/CCI/nugget.asp?ID=6, August 14, 2006.

⁵ The Case for State Lotteries – A Report for the European Lotteries and Toto Association – London Economics September 2006

⁶http://www.internetworldstats.com/stats4.htmm, Mar 31, 2007

⁷http://www.screendigest.com/reports/06onlinegam/readmore/view.html, July 2006.

⁸http://www.onlinecasinoconditions.com/betting-news/june05/adsystem.html, June 2005.

⁹http://www.dailymail.co.uk/pages/live/articles/news/news.html?in_article_id=413323&in_page_id=1770, October 29, 2006.

¹⁰http://www.nielsen-netratings.com/pr/pr_050414_uk.pdf, April 14, 2005.

¹¹http://www.galagroup.co.uk/AboutGala_341.htm, Dec 2005

¹²http://www.parlaygroup.com/pdf/media/2006/feb/IGN.pdf, April 2006.

¹³http://ec.europa.eu/internal_market/services/gambling_en.htm

EX-4

THIS SERVICE RENEWAL AGREEMENT made as of the 15th day of February, 2010

BETWEEN:

Play LA Inc., a body corporate pursuant to the laws of the British Virgin Islands;

(hereinafter called “PLAY LA”)

OF THE FIRST PART

AND:

ON A ROLL Media Inc., a body corporate incorporated pursuant to the laws of British Columbia;

(hereinafter called “ON A ROLL”)

OF THE SECOND PART

WHEREAS:

A.

PLAY LA operates a business that specializes in identifying and acquiring businesses and assets relating to online content publishing and internet advertising solutions for online gaming operators;

B.

ON A ROLL carries on a service business in Canada which involves the analysis of the online marketplace and the provision of website development, technical support, and marketing and advertising services;

C.

ON A ROLL entered into a Services Agreement with Play LA, and has been providing certain online services for PLAY LA since February 1, 2007, and Play LA is desirous of extending the terms of the original services agreement and continuing to obtain certain online services from ON A ROLL.

NOW THEREFORE this Agreement witnesses that PLAY LA hereby retains ON A ROLL on the following terms and conditions which are hereby agreed to by ON A ROLL and PLAY LA.

1.

The term of this engagement shall be extended for twenty-four (24) months unless terminated earlier under this Agreement, ending on February 14^th, 2012.

2.

ON A ROLL shall provide, on PLAY LA’s instruction and direction, the following services to PLAY LA:

(a)

those services set out on Schedule 1 attached hereto;

(b)

such other duties and may be agreed upon between the parties.

3.

In consideration of the performance of the aforementioned services, PLAY LA agrees to pay to ON A ROLL the following:

(a)

one hundred percent (100%) of all out-of-pocket expenses incurred by ON A ROLL for PLAY LA; and

(b)

a monthly fee of One Thousand Five Hundred Dollars ($1,500.00) U.S.; and

(c)

within ten (10) days of the end of each month, ON A ROLL shall render an account to PLAY LA for its services rendered during the previous month and PLAY LA agrees to pay the same within thirty (30) days of receipt, at the rates outlined in the attached Schedule 2, all pricing subject to a premium of two percent (2%) to be added to the total invoice if the same is not paid within thirty (30) days.

4.

ON A ROLL acknowledges and agrees that all information which it receives in the course of providing services to PLAY LA are confidential and proprietary information of PLAY LA, the protection of which is critical to PLAY LA’s business.  PLAY LA acknowledges that certain software, documentation and program listings which may be disclosed by ON A ROLL to PLAY LA are confidential and proprietary information of ON A ROLL or its suppliers.  Each party agrees that all proprietary confidential information or material furnished by either party pursuant to or in connection with this Agreement shall be held in confidence, disclosed only to those employees or representatives of the receiving party with a need to know and used only in performance with this Agreement.  Each party will exercise the same standard of care as it uses to protect its own confidential or proprietary information.

5.

Nothing in this Agreement shall limit or restrict ON A ROLL’s ability to provide services to customers other than PLAY LA.  In addition, nothing in this Agreement shall limit or restrict PLAY LA’s ability to obtain services similar to those provided by ON A ROLL from other persons.

6.

ON A ROLL and PLAY LA agree that ON A ROLL is an independent contractor in relation to PLAY LA.  Nothing in this Agreement or the provision of services by ON A ROLL pursuant to this Agreement shall constitute PLAY LA and ON A ROLL as partners or joint venturers in any way or establish any relationship of principal and agent between them.

7.

ON A ROLL shall have no authority to contract for or on behalf of PLAY LA or otherwise legally commit PLAY LA except as and when specifically authorized by  PLAY LA.

8.

Either ON A ROLL or PLAY LA may terminate ON A ROLL’s engagement by giving up to thirty (30) days’ written notice.  This Agreement shall terminate upon the expiration of such thirty (30) day notice.  Failing such notice, this Agreement shall automatically be renewed from year to year PROVIDED HOWEVER the engagement of ON A ROLL hereunder may be terminated by PLAY LA at any

2

time without notice for cause as that term is defined by any court of competent jurisdiction in Barbados.

9.

This Agreement shall be governed and construed in accordance with the laws of the British Virgin Islands and the Province of British Columbia

10.

Any and all notices called for by this Agreement shall be given in writing and may be delivered personally to the parties or may be sent by first class pre-paid registered mail as follows:

If to PLAY LA:

PLAY LA INC.

c/o Mossack Fonseca
Akara Building, PO Box 3136.

De Castro Street,  Wickhams Cay 1
Road Town, Tortola
B.V.I.

Attention:  David Hallonquist

If to ON A ROLL:

ON A ROLL MEDIA INC.

c/o 1355 Main Street

North Vancouver, BC

Canada  V7J 1C4

Any notice or mail shall be deemed to have been given and received by the party to whom it is addressed on the seventh business day following the date of mailing thereof in the city where mailed.  Either party shall have the right to give notice to the other party changing its address as stated above and such address shall thereupon be deemed to be changed accordingly.

11.

Notwithstanding the date of execution hereof, this Agreement shall be deemed to bear the date as of the 15th day of February, 2010.

12.

No waiver by a party of any breach or default committed by the other party shall constitute a waiver of any subsequent breach or default.  The failure of a party to assert any claim in a timely fashion for any of its rights or remedies under this Agreement shall not be construed as a waiver of any such claim and shall not serve to modify, alter or restrict any party’s right to assert such claim at any time thereafter.

13.

This Agreement may be executed in counterparts.  The counterparts when read together shall form one agreement.

14.

This Agreement shall enure to the benefit of and be binding upon the parties and their respective administrators, successors and permitted assigns.

3

15.

ON A ROLL may not assign any or all of its obligations or rights arising under this Agreement without the prior written consent of PLAY LA.

16.

PLAY LA may assign any or all of its rights or obligations arising from this Agreement provided that any assignee shall agree in writing to assume all obligations undertaken by PLAY LA herein and so assigned by PLAY LA.  Upon such assignment and assumption, PLAY LA shall be under no further obligation to ON A ROLL with respect to any matters so assigned.

IN WITNESS WHEREOF PLAY LA INC. has executed this Agreement at North Vancouver, British Columbia

PLAY LA INC.

Per:

/s/ David Hallonquist

Authorized Signatory

IN WITNESS WHEREOF ON A ROLL Media Inc. has executed this Agreement at North Vancouver, British Columbia

ON A ROLL MEDIA INC.

Per:

/s/ J.Bradley

Authorized Signatory

4

Schedule 1

LIST OF SERVICES PROVIDED

BY ON A ROLL TO PLAY LA

Web site maintenance- HTML, Java, etc.

Software development

Sales, Marketing and Business Development Services

IT support services

Search Engine Optimization

Financial modeling for all properties

Translation and local content provision

Creation and maintenance of forums, blogs, newsletters and communities

Hosting and Traffic management

Scientific research and development of properties

International expansion, new market development

Schedule 2

Compensation Rates Paid

To ON A ROLL by PLAY LA

Hourly Rate of USD 80 per hour

Commission equal to 10% of total amount of paid advertising sold

5

EX-4

INVESTOR RELATIONS CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the "Agreement") is made effective as of the latest date on the signature page on page 8 of this Agreement.

BETWEEN

PLAY LA INC.

20 Mount Clapham

St. Michael, Barbados

BB14005

(the "Company")

AND

THORSTEN KOSTER

TKIR Group

Birkenweg 4

Windach  86949

Germany

(the "Consultant)

WHEREAS:

A.

the Consultant is in the business of assisting public companies in financial advisory, and investor and public relations strategies; and

B.

the Company wishes to engage the services of the Consultant in relation to the development and execution of certain investor and public relations strategies for the Company

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DUTIES AND INVOLVEMENT

The Company hereby engages the Consultant to provide The Consultant's services (the

"Services") and the Consultant hereby accepts such engagement. The Services shall include all services customarily rendered by investor relations consultants within the capital investor and public relations industry including, without limitation, the following elements:

(a)

Consultation and lnvestor Relations: The Consultant shall consult with the Company's management concerning availability to expand investor base, investor support, broker relations, recommend financing alternatives and sources. Particularly, the Consultant shall introduce investors and/or other entities to the Company for the purpose of purchasing the Company's publicly available shares (the "lnvestor Relations Strategy").

1

(b) Various: As necessary to carry out the lnvestor Relations Strategy, the Consultant shall produce a corporate profile and fact sheet for Company and/or shall implement broker solicitation campaigns or general advertising campaigns for the Company.

2. LIMITATION ON DUTIES

The Consultant agrees to:

(a) Not disseminate any press release until it has been approved for dissemination by the Company;

(b) Ensure that the Company has filed or has arranged to file the required disclosure on Form 8-K with the Securities and Exchange Commission PRIOR to the dissemination of any and all press releases;

3. INSIDER INFORMATION

The Consultant acknowledges that pursuant to this Agreement the Consultant may receive confidential insider information about the Company and/or its subsidiaries. The Consultant agrees not to disclose such information to anyone, including, but not limited to, the Consultant's family, friends, business associates or affiliates, until such information has been approved for release by the Company and is released to the general public. The Consultant shall not use such confidential insider information to arrange for or solicit to buy or sell shares of the Company either directly or indirectly through any person, until such information has been approved for release by the

Company and is released to the general public.

4. RELATIONSHIP AMONG THE PARTIES

Nothing contained in this Agreement shall be construed to (i) constitute the parties as joint venturers, partners, co-owners or otherwise as participants in a joint undertaking; (ii) constitute the Consultant as an agent, legal representative or employee of the Company; or (iii) authorize or permit the Consultant or any director, officer, employee, agent or other person acting on its behalf to incur on behalf of the other party any obligation of any kind, either express or implied, or do, sign or execute any things, deeds, or documents which may have the effect of legally binding or obligating the Company in any manner in favor of any individual, business, trust, unincorporated association, corporation, partnership, joint venture, limited liability company or other entity of any kind. The Company and the Consultant agree that the relationship among the parties shall be that of independent contractor.

5. EFFECTIVE DATE, TERM AND TERMINATION

The term (the "Term") of this Agreement shall commence on the last date of the final signature on page 8 of this Agreement and shall continue for a period of 12 months or until terminated by the Company in its sole discretion. The Company may terminate this Agreement at any time by providing written notice of same to the Consultant. For the

2

purposes of accruing compensation due, this Agreement shall unfold in four phases hereinafter referred to as Phase 1, Phase 2, Phase 3, and Phase 4. Phase1 shall commence on the Effective Date and continue for a period of three months. The Company may, in its sole discretion, provide notice to the Consultant to proceed with Phase 2. Subject to the Company's aforementioned prior approval, Phase 2 shall commence three months following the Effective Date and shall continue for three months. Phase 3 shall commence six months from the effective date, and Phase 4 shall commence nine months from the effective date, all subject to similar approval terms by the Company. This Agreement will not be binding on the Company until it is approved by the Company's Board of Directors.

6. COMPENSATION AND PAYMENT OF EXPENSES.

(a)

The Company agrees to pay the Consultant or its nominees compensation (the "Compensation") according to the following table:

PHASE	DUE DATE	RESTRICTED COMMON SHARES OF THE COMPANY PAYABLE and/or Amount	PAYEE
Phase I	Issuable 3 months following effective date	62,500	Thorsten Koster
Phase II	Issuable 6 months following effective date. Subject to the Company’s prior Approval	62,500	Thorsten Koster
Phase II	Issuable 6 months following effective date. Subject to the Company’s prior Approval	EUR 50,000	Thorsten Koster
Phase III	Issuable 9 months following effective date. Subject to the Company’s prior Approval	62,500	Thorsten Koster
Phase IV	Issuable 12 months following effective date. Subject to the Company’s prior Approval	62,500	Thorsten Koster

3

 (b) The Company shall cause to be delivered the applicable share certificates for the shares described in the table above (the "Securities") to the Consultant. The Company represents and warrants that, when issued, the Securities will be issued free and clear of all liens, charges, and encumbrances of any kind whatsoever, subject only to the re-sale restrictions under applicable securities laws.

 (c) The parties agree that the Compensation hereunder shall be inclusive of any and all fees or expenses incurred by the Consultant pursuant to this Agreement including but not limited to the costs of implementing the lnvestor Relations Strategy. The Consultant shall not have any right or authority to and shall not employ any person in any capacity, or contract for the purchase or rental of any service, article or material, nor make any commitment, agreement or obligation whereby the Company shall be required to pay any monies or other consideration without Company's prior consent in each instance.

(d)

For the purposes of receiving the Securities, the Consultant makes the following covenants, representations and warranties:

(i) The Consultant acknowledges and agrees that Securities will not be registered under the Securities Act of 1933 (the "US Securities Act") and may not be offered or sold in the United States or to U.S. persons (other than distributors) unless the Securities are registered under the US Securities Act, or unless an exemption from the registration requirements of the US Securities Act is available. The Consultant further acknowledges and agrees that hedging transactions involving the Securities may not be conducted unless in compliance with the US Securities Act.

(ii) The Consultant acknowledges and agrees that the Company shall refuse to register any transfer of the Securities not made in accordance with the provision of Regulation S of the US Securities Act pursuant to registration under the US Securities Act, or pursuant to an available exemption from registration;

(iii) The Consultant is not a U.S. person and is not acquiring the Securities for the account or benefit of any U.S. person; or

(iv) The Consultant agrees not to engage in hedging transactions with regard to the Securities unless in compliance with the US Securities Act.

(v) The Consultant acknowledges and agrees that no information furnished by the Company constitutes investment, accounting, legal or tax advice. The Consultant is relying solely upon itself and its professional advisors, if any, for any such advice.

(vi) The Consultant acknowledges and agrees that the certificates representing the Securities shall bear the following restrictive legend (or substantially equivalent language) restricting transfer of the Securities as follows:

""The transfer of the securities represented by this certificate is prohibited except in accordance with the provisions of Regulation S promulgated under the United States Securities Act of 1933, as amended (the "Act"), pursuant to registration under the Act or pursuant to an available exemption 'from registration. In

4

addition, hedging transactions involving such securities may not be conducted unless in compliance with the Act."

7. SERVICES NOT EXCLUSIVE

The Consultant agrees that it shall, at all times, faithfully and in a professional manner perform all of the duties that may be reasonably required of the Consultant pursuant to the terms of this Agreement. The Company acknowledges that the Consultant is engaged in other business activities, and that it shall continue such activities during the term of this Agreement. The Consultant shall not be restricted from engaging in other business activities during the term of this Agreement.

8. CONFIDENTIALITY

The Consultant shall not disclose, without the consent of Client, any financial and business information concerning the business, affairs, plans and programs of Client which are delivered by Client to the Consultant in connection with the Consultant's services hereunder, provided such information is plainly and prominently marked in writing by Client as being confidential (the "Confidential Information"). The Consultant shall not be bound by the foregoing limitation in the event (i) the Confidential Information is otherwise disseminated and becomes public information or (ii) the Consultant is required to disclose the Confidential Informational pursuant to a subpoena or other judicial order.

9. INDEMNIFICATION

(a) Company agrees to indemnify and hold harmless the Consultant and its respective agents and employees, against any losses, claims, damages or liabilities incurred or suffered by the Consultant that result from any untrue statement or alleged untrue statement of any material fact contained in any registration statement, or prospectus of the Company; or that arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading.

(b) The Consultant agrees to indemnify and hold harmless the Company, its partners, financiers parent, affiliated and related companies, and all of their respective individual shareholders, directors, officers, employees, licensees and assigns from and against any claims, actions, losses and expenses (including legal expenses) occasioned by any breach of the Consultant's representations and warranties contained in, or by any breach of any other provision of, this Agreement by the Consultant.

10.  MISCELLANEOUS PROVISIONS

(a) Currency. All currency referred to in this Agreement is in EUR dollars.

(b) Further Action. The parties hereto shall execute and deliver all documents, provide all information and take or forbear from all such action as may be necessary or appropriate to achieve the purposes of this Agreement.

5

(c) Good Faith, Cooperation and Due Diligence. The parties hereto covenant, warrant and represent to each other good faith, complete cooperation, due diligence and honesty in fact in the performance of all obligations of the parties pursuant to this Agreement. All promises and covenants are mutual and dependent.

(d) Assignment. This Agreement may not be assigned by either party hereto without the written consent of the other, but shall be binding upon the successors of the parties.

(e) Notices. All notices required or permitted to be given under this Agreement shall be given in writing and shall be delivered, either personally or by express delivery service, to the party to be notified. Notice to each party shall be deemed to have been duly given upon delivery, personally or by courier, addressed to the attention of the officer at the address set forth heretofore, or to such other officer or addresses as either party may designate upon at least ten days written notice to the other party.

(f) Entire agreement. This Agreement contains the entire understanding and agreement among the parties. There are no other agreements, conditions or representations, oral or written, express or implied, with regard thereto. This Agreement may be amended only in writing signed by all parties.

(g) Waiver. A delay or failure by any party to exercise a right under this Agreement, or a partial or single exercise of that right, shall not constitute a waiver of that or any other right.

(h) Counterparts. This Agreement may be executed in duplicate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. In the event that the document is signed by one party and faxed (or emailed) to another the parties agree that a faxed (or emailed) signature shall be binding upon the parties to this agreement as though the signature was an original.

IN WITNESS WHEREOF this Agreement has been executed by the parties to it, and is effective as of the date of the last signature appearing below.

PLAY LA INC.

       /s/  David Hallonquist

Apr 15, 2010

By:                                                                          

Date:           ___________________                             

David Hallonquist,CEO

         /s/  Thorsten Koster

Apr 15, 2010

By: _____________________________________

Date:

       ___________________

THORSTEN KOSTER

6

EX-12

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David Hallonquist, certify that:

1.

I have reviewed this annual report on Form 20-F of Play LA Inc.;

2.

Based on my knowledge, this 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 report;

3.

Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4.

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

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;

5.

The registrant’s other certifying officer(s) and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

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

(b)

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

Date:     April 19, 2010

/s/ David Hallonquist_____________

David Hallonquist
President, Chief Executive Officer
(Principal Executive Officer)

EX-12

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Brian Cole, certify that:

1.

I have reviewed this annual report on Form 20-F of Play LA Inc.;

2.

Based on my knowledge, this 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 report;

3.

Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4.

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

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;

5.

The registrant’s other certifying officer(s) and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

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

(b)

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

Date:    April 19, 2010

/s/ Brian Cole_______

Brian Cole
Chief Financial Officer
(Principal Financial Officer)

EX-13

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

The undersigned, David Hallonquist, President and Chief Executive Officer of Play LA Inc., hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

the Annual Report on Form 20-F of Play LA Inc. for the year ended  December  31, 2009 (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 Play LA Inc.

Dated:  April 19, 2010

/s/ David Halloquist_____

David Hallonquist

President and Chief Executive Officer
(Principal Executive Officer)

EX-13

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

The undersigned, Brian Cole, Chief Financial Officer of Play LA Inc., hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

the Annual Report on Form 20-F of Play LA Inc. for the year ended  December  31, 2009 (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 Play LA Inc.

Dated:  April 19, 2010

/s/ Brian Cole_______

Brian Cole

Chief Financial Officer
(Principal Financial Officer)

EX-15

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Annual Report on Form 20-F of our reports dated March 24, 2010 relating to the financial statements of Play La, Inc.

We also consent to the reference to our Firm under the caption “Experts” in the Annual Report.

/s/ Jewett, Schwartz, Wolfe & Associates

Hollywood, Florida

April 9, 2010

Endnotes

200 South Park Road, Suite 150  •  Hollywood, Florida 33021  •  Main 954.922.5885  •  Fax 954.922.5957  •  www.jsw-cpa.com

Member - American Institute of Certified Public Accountants • Florida Institute of Certified Public Accountants

Private Companies Practice Section of the AICPA • Registered with the Public Company Accounting Oversight Board of the SEC