EX-1 2 pr1.htm Filed by Filing Services Canada Inc.  403-717-3898

Exhibit 1








LAS VEGAS FROM HOME.COM ENTERTAINMENT INC.


CONSOLIDATED FINANCIAL STATEMENTS


THREE MONTH PERIOD ENDED MARCH 31, 2004


(Expressed in Canadian dollars)


(Unaudited – Prepared by Management)


(These interim financial statements have not been reviewed by the Company’s Auditor)





1




LAS VEGAS FROM HOME.COM ENTERTAINMENT INC.


CONSOLIDATED BALANCE SHEETS

(Unaudited – Prepared by Management)


  
  

March 31

  

December 31

  

2004

  

2003

  

(unaudited)

  

(audited)

ASSETS

Current

     
      

   Cash & term deposits

$

26,017

 

$

-

   Marketable securities

 

160,930

  

17,374

   Accounts receivable

 

323,659

  

179,133

   Prepaids & security deposits

 

14,450

  

85,041

  

525,056

  

281,548

      

Due from related parties (note 8)

 

763,619

  

140,832

Property & equipment (note 6)

 

238,004

  

238,655

      
 

$

1,526,679

 

$

661,035

 

LIABILITIES

Current

     

   Bank indebtedness

$

-

 

$

3,300

   Accounts payable & accrued liabilities

 

444,663

  

405,608

   Due to related parties (note 8)

 

-

  

7,981

   Obligation under capital lease (note 10)

 

19,389

  

19,389

  

464,052

  

436,278

   Obligation under capital lease (note 10)

 

17,632

  

20,303

      
  

481,684

  

456,581

 

SHAREHOLDERS’ EQUITY (DEFICIENCY)

      

Capital stock (note 7)

 

15,419,044

  

14,113,569

Contributed Surplus (note 7c)

 

314,433

  

314,433

Deficit

 

(14,688,482)

  

(14,223,548)

      
  

1,044,995

  

204,454

      

Total Stockholders’ Equity & Liabilities

$

1,526,679

 

$

661,035

      
      
      

Commitments (note 10)


On behalf of the Board,


  “Bedo H. Kalpakian”

  “Neil Spellman”




2





LAS VEGAS FROM HOME.COM ENTERTAINMENT INC.


CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT

 (Unaudited – Prepared by Management)


 

Three months ended

 

March 31

  

2004

  

2003

  

(unaudited)

  

(unaudited)

      

Revenue

$

276,676

 

$

92,557

Interest

 

103

  

32

  

276,779

  

92,589

      

Expenses

     

   Advertising and promotion

 

98,246

  

54,791

   Consulting fees

 

79,075

  

19,541

   Amortization

 

22,113

  

14,876

   Finance, interest and foreign exchange

 

21,579

  

77,534

   Legal, accounting and audit

 

3,128

  

14,897

   Management fees

 

45,000

  

45,000

   Office and other

 

35,185

  

5,338

   Regulatory and transfer agent fees

 

1,977

  

3,109

   Rent

 

57,099

  

64,677

   Salaries and benefits

 

308,999

  

227,772

   Shareholder communication

 

384

  

-

   Technical consulting

 

2,600

  

17,668

   Telephone

 

6,768

  

8,775

   Travel, meals and entertainment

 

53,005

  

58,587

  

735,158

  

612,565

      

Loss before other items

 

(458,379)

  

(519,976)

      

Other items

     

   Loss on marketable securities

 

6,555

  

-

   Loss on dissolving of subsidiaries

 

-

  

1,396,192

      

Net loss for period

 

(464,934)

  

(1,916,168)

      

Deficit, beginning of period

 

(14,223,548)

  

(10,957322)

      

Deficit, end of period

$

(14,688,482)

 

$

(12,873,490)

      

Weighted average number of shares

 

55,689,799

  

38,103,486

      

Basic and fully diluted loss per common share

$

(0.01)

 

$

(0.05)

      



3




LAS VEGAS FROM HOME.COM ENTERTAINMENT INC.


CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited – Prepared by Management)


 

Three months ended

 

March 31

      
  

2004

  

2003

  

(unaudited)

  

(unaudited)

      

Cash provided by (used for)

     
      

Operations

     

    Net loss

$

(464,934)

 

$

(1,916,168)

    Items not affecting cash

     

        Amortization

 

22,113

  

14,876

        Foreign Exchange

 

-

  

75,282

  

(442,821)

  

(1,826,010)

   

     

Changes in non-cash working capital:

     

   Receivables

 

(144,526)

  

53,291

   Prepaids

 

70,591

  

(6,086)

   Receivable from related party

 

(622,787)

  

-

   Payables and accruals

 

35,755

  

57,355

   Payable to related parties

 

(7,981)

  

(49,553)

  

(668,948)

  

55,007

  

(1,111,769)

  

(1,771,003)

      

Financing

     

   Issuance of common shares for cash

 

1,305,475

  

-

   Capital subscriptions

 

-

  

180,000

   Repayment of capital lease

 

(2,671)

  

-

   Loans payable

 

-

  

164,805

  

1,302,804

  

344,805

      

Investing

     

   Equipment

 

(18,269)

  

(2,903)

   Marketable securities

 

(146,749)

  

-

   Loss on dissolving of subsidiaries

 

-

  

1,396,192

  

 

(165,018)

  

1,393,289

      

     

     

Increase in cash and cash equivalents

 

26,017

  

(32,909)

      

Cash and cash equivalents, beginning of period

 

-

  

19,294

      

Cash and cash equivalents, end of period

$

26,017

 

$

(13,615)


4








1.         Nature of Operations and Going Concern


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


The Company was previously involved in the exploration of mineral properties.  During 2003, the Company decided to write down its remaining mineral property to $0 (note 5) as it is no longer pursuing this activity.


The Company and its Antiguan subsidiary Action Poker Gaming Inc. (“Action”) are in the business of developing and marketing software for on-line multi-player interactive card games.  


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


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


The Kahnawake Gaming Commission issued to Action, an interactive gaming license to operate and exploit an Internet gaming facility, to be located at Mohawk for the period commencing November 1, 2002 and ending October 31, 2004 (note 10(a)).


The gaming and entertainment operations are carried on by the Company's Antiguan subsidiary.  Due to the nature of Internet gaming and payment by credit card the subsidiary cannot verify whether the customers are of a lawful age.  The expected principal revenues of the Company's Antiguan subsidiary will be from collecting rakes, licensing fees and royalties.  The subsidiary operates as an Internet host of card games and collects a fee as host (rake) and does not participate in the actual card games.


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


The Company has incurred significant operating losses over the past three fiscal years and during the three month period ended March 31, 2004.  In addition, the Company must raise significant capital to develop its business and to fund operation costs.  It is not certain that the Company will be successful in its efforts to raise the required capital to continue its operations uninterruptedly.  Management’s efforts are directed at reducing overhead costs, increasing revenues and pursuing opportunities of merit for the Company.  It is the Company’s intention to pursue equity and debt financings in order to conduct its operations without interruption.

 

5






1.

Nature of Operations and Going Concern (Continued)


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


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

 

 


2.         Basis of Presentation


The financial statements have been prepared in accordance with accounting principles generally accepted in Canada and all amounts are expressed in Canadian dollars.  These principles differ in certain respects from those that the Company would have followed had its financial statements been prepared in accordance with accounting principles generally accepted in the United States of America. These interim financial statements should be read in conjunction with the most recent audited annual financial statements.  The significant accounting policies follow that of the most recently reported audited annual financial statements.  In the opinion of the Company, its unaudited interim financial statements contain all of the adjustments necessary in order to present a fair statement of the results of the interim periods presented.


3.          Significant Accounting Policies


(a)

Principles of consolidation


These consolidated financial statements include the accounts of Las Vegas From Home.com Entertainment Inc., and its wholly-owned subsidiary Action Poker Gaming Inc. The Company’s other subsidiaries; Touchdown Inc., Endzone Inc., G.T. Enterprises Inc., and Azat Investment LLC were dissolved in 2003.  All inter-company balances and transactions have been eliminated.


(b)

Mineral properties


Mineral properties are recorded at cost.  The costs relating to a property abandoned were written off when the decision to abandon was made.


(c)

Amortization


Amortization of property and equipment is calculated on the following bases and annual rates:


Software and development costs

- 30% Declining balance

Computer equipment

- 30% Declining balance


Software development costs are capitalized once technical feasibility has been established and a market has been identified.  Such capitalized costs are amortized over the expected life of the product developed once it has been commercially released or pro-


8




rata based upon future revenue projection, whichever creates the greatest amortization expense.

 

3.

Significant Accounting Policies (Continued)


(d)

Stock-based compensation plans


Effective January 2002, the Company adopted the new C.I.C.A. Handbook recommendation in accounting for its employee stock option plans.  Options granted to employees are accounted for using the intrinsic value method where compensation expense is recorded when options are granted at discounts to market.  Options granted to non-employees are accounted for using the fair value method where compensation expense is calculated using the Black-Scholes options pricing model.


(e)

Revenue recognition


The Company recognizes revenues from licensees and customers on an accrual basis based on agreed terms of licences and contracts as the services are rendered.  Revenues are earned from licensees based on rake splits established in licensee contracts and can vary depending on the licensee.


Allowances for non-collection of revenues are made when collectibility becomes uncertain.


(f)

Income taxes


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


(g)

Foreign currency translation


Amounts recorded in foreign currency are translated into Canadian dollars as follows:


(i)

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


(ii)

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


(iii)

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


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


(h)

Net loss per share


Net loss per share is calculated using the weighted average number of shares outstanding.  The dilutive effect of options and warrants is not reflected in loss per share


7




3.

Significant Accounting Policies (Continued)


for the three month periods ended March 31, 2004 and 2003, as the effect would be anti-dilutive.


(i)

Use of estimates


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


4.          Financial Instruments


(i)

Fair value


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


(ii)

Interest rate risk


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


(iii)

Credit risk


The Company is exposed to credit risk with respect to its accounts receivable, however, this is minimized by the Company's large customer base.  The Company monitors its exposure to credit risk for accounts receivable.


(iv)

Translation risk


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


(v)

Market risk


Marketable securities are valued at the lower of cost and market at the balance sheet date.  The Company is exposed to market risk with respect to its investment in marketable securities.


8

 





5.   Interest in mineral property

  

March 31

2004

 

December 31

2003

Pike County, United States of America

 


 


      Acquisition cost, net of proceeds

$

0

$

0


During 1992, the Company purchased several mineral properties located in Pike County, Arkansas, USA.  During 1999, the Company sold a portion of the mineral properties and wrote down the remaining mineral property to $1.  During 2003, the Company wrote down the mineral property to $0.


6.

Property and equipment

  

March 31

2004

 

December 31

2003

    

Accumulated

 

Net

 

Net

  

           Cost

 

Amortization

 

  Book Value

 

Book Value

         

Software and   Software development cost

$



180,901

 



(81,405)

 



99,496

$



108,541

Computer equipment

 

149,673

 

(47,405)

 

102,268

 

90,936

Computer equipment    under capital lease

 


46,902

 


(10,662)

 


36,240

 


39,178

         
 

$

377,476

 

(139,472)

 

238,004

$

238,655



During 2001, the Company commenced developing its own multi-player interactive card games software.  The amount of $180,901 has been capitalized under software and development costs.  Amortization commenced in 2002 as the software was commercially released during the year. Amortization expense of $ 9,045 has been applied to the costs capitalized for the three month period ended March 31, 2004.


7.   Capital stock


(a)

Authorized:


100,000,000 common shares without par value

    5,000,000 preferred shares


9




Capital stock (Continued)

 

(b)  Changes in capital stock:


 

March 31, 2003

 

December 31, 2003

    


Number

of Shares

 


Amount


 

Number

of Shares

 


Amount


 


 


 


 


Balance beginning of period

52,033,270

$14,113,569

 

38,103,486

$12,343,788

 


 


 


 


   Exercise of stock options for cash


417,500

 


80,475

 


1,929,814

 


199,785

   Private placement


 


 


 


      proceeds

4,000,000

 

1,225,000

 

11,999,970

 

1,569,996

 


 


 


 


Balance end of period

56,450,770

$15,419,044

 

52,033,270

$14,113,569


During the three month period ended March 31, 2004, the Company issued 417,500 common shares of the Company to directors, employees and a consultant as a result of the exercising of stock options at prices ranging from $0.11 to $0.22 per option for total proceeds to the Company of $80,475.


The Company entered into non-brokered private placement financing agreements with Lucky 1 Enterprises Inc., (“Lucky”), a related company.  The Company has issued to Lucky 1,250,000 common shares of the Company at $0.32 per share for total proceeds to the Company of $400,000 and 2,750,000 common shares of the Company at $0.30 per share for total proceeds to the Company of $825,000.


(c)

Contributed Surplus


The Company applies the Intrinsic Value Method in accounting for its stock options granted to employees, and accordingly in 2003, compensation expense of $143,128 was recognized as salaries expense.  The Company applies the Fair Value Method in accounting for its stock options granted to consultants, and accordingly, compensation expense of $171,305 was recognized as consulting expense.  The total amount in 2003 of $314,433 (2002: Nil) is reflected as contributed surplus on the consolidated balance sheets.


Had compensation expense for stock options granted to employees been determined under the Fair Value Method using the Black Scholes option – pricing model, the pro-forma effect on the Company’s net loss and per share amounts would have been as follows:


10




7.

Capital stock (Continued)



 

December 31,

 

December 31


 

2003

 

2002


   


Net loss, as reported

$

(1,794,751)

 

(1,742,362)

Recognized under intrinsic

    

   value, as reported

 

143,128

 

-

Unrecognized fair value

 

(357,152)

 

(90,610)

     

Net loss, pro-forma

$

(2,008,775)

 

(1,832,972)

     

Net loss per share, as reported

 

$ (0.04)

 

$ (0.05)

Net loss per share, pro-forma

 

$ (0.05)

 

$ (0.05)

     

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

  

December 31

 

December 31

  

2003

 

2002

     

Expected life (years)

 

1

 

1

Interest rate

 

3.00%

 

2.75%

Volatility

 

188.13%

 

78.19%

Dividend yield

 

0.00%

 

0.00%


(d)

Warrants


The following summarizes warrants that have been granted, exercised or have expired during the three month period ended March 31, 2004.  All of the warrants have been issued in connection with the sale of common shares of the company, unless otherwise stated:

  

Number of Warrants

 

Exercise Price $

     

Balance beginning of period

 

1,688,000

 

0.70

     

     Warrants exercised

 

-

 

-

     Warrants issued

 

-

 

-

     Warrants expired

 

(1,688,000)

 

0.70

     

Balance end of period

 

-

 

-


(e)

Stock options


From time to time the Company grants stock options to employees, directors and consultants pursuant to the rules and regulations of the TSX Venture Exchange (“TSX”).  During 2002, the Company adopted an incentive stock option plan (“the 2002 Plan”) under which the Company may issue 3,810,349 stock options to acquire common shares in the capital of the Company as an incentive to officers, directors, employees management company employees and consultants who can contribute to the success of the Company.  In addition to the 2002 Plan, the Company’s shareholders adopted and approved the Company’s 2003 Stock Option Plan (the “2003 Plan”) under which the Company may reserve up to 10% of its issued and


11





7.

Capital stock (Continued)


outstanding share capital for issuance under the Company’s stock option plan on a “rolling” basis, meaning the 10% limit is calculated from time to time whenever an option is granted and is based on the number of the then issued and outstanding common shares.  The 2003 Plan has received TSX approval.  The following summarizes the employees’, directors’ and consultants’ stock options that have been granted, exercised, cancelled and expired during the three month period ended March 31, 2004:


  

Number of Shares

 

Exercise Price $

     

Balance beginning of period

 

2,938,349

 

0.11 to 0.36

     

      Options granted

 

2,670,000

 

0.18 to 0.19

      Options exercised

 

(417,500)

 

0.11 to 0.22

      Options expired

 

(100,000)

 

0.11

     

Balance end of period

 

5,090,849

 

0.11 to 0.36


8.

Related party transactions


      

(a)  Payable to related parties

    
   

March 31

2004

 

December 31

2003

      
 

      Payable to Directors

 

-

 

7,981

      
 

Total payable to related parties

$

-

$

7,981

      

Amounts payable to directors are for expenses incurred on behalf of the Company.

      

(b)  Due from related parties

    
   

March 31

2004

 

December 31

2003

 

     Lucky 1 Enterprises Inc.(held in trust)

$

602,388

$

140,832

 

     Two Directors

 

161,231

 

-

      
 

     Total due from related parties

$

763,619

$

140,832


(i)

As at March 31, 2004, an amount of $161,231 is receivable from two directors of the Company.  This amount of $161,231 consists of loans made to two directors.


(ii)

The company shares office premises and office expenses with Lucky 1 Enterprises Inc. (“Lucky”) a related company.  Rent for the office premises is paid by the Company and Lucky is charged for its proportionate share.  Lucky charges the Company for its proportionate share of payroll expenses and other office expenses.


12





8.

Related party transactions (Continued)


Related party transactions during the three month periods ended March 31, 2004 and 2003:


(1)        paid management fees to a company related by common management and directors $45,000 (2003:

            $45,000);


(2)        received rent from Lucky for shared offices $1,599 (2003: $1,636);


(3)        reimbursed Lucky $44,133 (2003: $45,884) for payroll and benefits;


(4)        reimbursed Lucky $3,268 (2003: $10,345) for other office expenses;


(5)        interest was charged for funds loaned to the Company by Lucky $191 (2003: $617), and;


(6)        The Company entered into non-brokered private placement financing agreements with Lucky.  The

            Company has issued to Lucky 1,250,000 common shares of the Company at $0.32 per share for total

            proceeds of $400,000 and 2,750,000 common shares of the Company at $0.30 per share for total

            proceeds of $825,000.


9.   Income taxes



  

December 31 

 

December 31

  

2003

 

2002

Future income tax assets

    
     

Non-capital loss carry-forwards for Canadian purposes

$

   7,041,796

$

   4,635,558

Excess of unamortized capital cost over net book value of fixed assets

 

61,661

 

52,805

Exploration expenditures for Canadian purposes

    

Unused cumulative Canadian exploration   expenses

 

6,370

 

6,370

Unused cumulative foreign exploration and development expenses

 

262,527

 

262,527

     
  

7,372,354

 

4,957,260

     

Tax rate - 38.00% (2002 - 39.62%)

 

2,801,495

 

1,964,066

Less:  Valuation allowance

 

(2,801,495)

 

(1,964,066)

     
 

$

-

$

-


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


For Canadian income tax purposes, the exploration and development expenses can be carried forward indefinitely.


13






9.    Income taxes (Continued)


The Company has net capital losses for income tax purposes of $905,088, which can be carried forward indefinitely.


The Company has available approximate non-capital losses which may be carried-forward to apply against future income for Canadian tax purposes.  The losses expire as follows:


   

2004

$

119,552

2005

 

158,221

2006

 

708,311

2007

 

1,108,651

2008

 

1,049,307

2009

 

1,578,410

2010

 

2,319,074

   
 

$

7,041,526


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


10.   Commitments


(a)    Pursuant to agreements entered into with various parties, the Company's Antiguan subsidiary Action Poker Gaming Inc., (“Action”) is required to make the following payments:


(i)      Interactive gaming license

 

    monthly user fees of $10,000 US each month from May 1, 2003; to October 31, 2004;


(ii)      Financial transaction fees

         Minimum monthly fee of $2,000 US for the credit card transactions, plus bank surcharges and other

         charges or fees imposed by banks for handling credit card transactions;


(iii)     Net revenue sharing


    35% of Action’s share of monthly net revenues, after deducting all server and bandwidth costs, all

    transaction related costs and fees, and all chargebacks to an arm’s length on-line casino.


14




10.   Commitments (Continued)


(b)

Lease commitments


The Company has entered into an operating lease expiring in 2006 for office space.  The minimum rental commitments under the operating lease are as follows:


Expiry Date

 

Amount

   

2004

$

34,475

2005

 

59,100

2006

$

14,775


(c)

Obligation under capital lease


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


  

Amount

   

2004

$

16,718

2005

 

19,389

2006

$

16,279

   

Total minimum lease payments

$

52,386

Less: Amount representing interest and executory costs

 

15,365

   

Present value of net minimum lease payments

 

37,021

Less: Current portion

 

19,389

Obligation under capital lease

$

17,632


The Obligation under capital lease has been personally guaranteed by the Company’s President, Jacob H. Kalpakian


11.    Subsequent events


(a)

A total of 263,250 stock options were exercised subsequent to the three month period ended March 31, 2004 at prices ranging from $0.11 to $0.22 per common share for total proceeds to the Company of $54,478.


(b)

A total of 125,000 stock options were granted subsequent to the three month period ended March 31, 2004 exercisable at a price of $0.21 per common share.


(c)

On April 1, 2004, the Company’s Antiguan subsidiary, Action, entered into a Purchase/Sale Agreement for the termination of the Net Revenue Sharing Agreement with Atlantis Casino On-Line N.V. (“Atlantis”) for a Purchase and Termination Price of U.S. $1,000,000.







FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS


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I, Bedo H. Kalpakian, Chairman & C.F.O. of Las Vegas From Home.com Entertainment Inc., certify that:


1. I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Las Vegas From Home.com Entertainment Inc., (the issuer) for the interim period ending March 31, 2004;


2. Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;


3. Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;


4. The issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:


(a)

designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and


(b)

designed such internal control over financial reporting, or caused it 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 the issuer’s GAAP; and


5. I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.


Date: May 30, 2004.


“Bedo H. Kalpakian”


Bedo H. Kalpakian

Chairman & C.F.O.


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FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS


I, Jacob H. Kalpakian, President & C.E.O. of Las Vegas From Home.com Entertainment Inc., certify that:


1. I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Las Vegas From Home.com Entertainment Inc., (the issuer) for the interim period ending March 31, 2004;


2. Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;


3. Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;


4. The issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:


(a)

designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and


(b)

designed such internal control over financial reporting, or caused it 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 the issuer’s GAAP; and


5. I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.


Date: May 30, 2004.


“Jacob H. Kalpakian”


Jacob H. Kalpakian

President & C.E.O.


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