EX-2 2 exhibit2.htm Filed by Filing Services Canada Inc. 403-717-3898

Form 6K Nov 19, 2004

Exhibit 2





LUCKY 1 ENTERPRISES INC.


FINANCIAL STATEMENTS


NINE MONTH PERIOD ENDED SEPTEMBER 30, 2004


(Expressed in Canadian dollars)


(Unaudited – Prepared by Management)















LUCKY 1 ENTERPRISES INC.


BALANCE SHEETS


(Unaudited – Prepared by Management)



  

September 30

  

December 31

  

2004

  

2003

  

(unaudited)

  

(audited)

ASSETS

      

Current

     

   Cash and term deposits

$

4,531

 

$

73,673

   Marketable Securities

 

378,717

  

528,200

   Receivables

 

3,281

  

-

   Due from LVFH (note 6)

 

73,132

  

-

  

459,661

  

601,873

      

   Cash held on behalf of related party (note 6)

 

942

  

138,361

   Investment in Extra High Property (note 4)

 

31,932

  

-

   Investment in Inter Café Project (note 12)

 

90,000

  

25,000

   Property and equipment (note 5)

 

10,693

  

13,078

  

593,228

  

778,312

LIABILITIES

      

Current

     

   Payables and accruals

$

47,210

 

$

39,673

   Payable to related parties and directors (note 6)

 

83,735

  

211,762

  

130,945

  

251,435

      

SHAREHOLDERS’ EQUITY

      

Capital Stock (note 7)

$

22,662,838

 

$

22,459,414

Contributed Surplus

 

3,460

  

3,460

Deficit

 

(22,204,015)

  

        (21,935,997)

      

Shareholder’s equity (deficiency)

 

462,283

  

526,877

      
 

$

593,228

 

$

778,312


Going concern (note 2)

Subsequent events (note 13)



On behalf of the Board,



  “Bedo H. Kalpakian”

     “J. Wayne Murton”

                                            


                                                                                                                                          

Director                                                                               Director







2

Lucky 1 Enterprises Inc.

Interim Financials

September 30, 2004









LUCKY 1 ENTERPRISES INC.


STATEMENTS OF OPERATIONS AND DEFICIT


(Unaudited – Prepared by Management)



  

 

  

 

     

Three Months Ended

Nine Months Ended

September 30

 

September 30

 

  

2004

 

2003

 

2004

 

2003

Income

 

 

 

 

 

 

 

 

   Interest and other

$

21,636

$

53,297

$

79,926

$

62,605

  

 

      

Expenses

 

 

      

   Advertising and promotion

 

-

 

-

 

-

 

692

   Amortization

 

795

 

1,672

 

2,385

 

5,015

   Consulting

 

-

 

-

 

27,972

 

-

   Finance, interest and foreign exchange

 

2,014

 

1,437

 

5,699

 

1,923

   Legal, accounting and audit

 

12,265

 

397

 

31,276

 

9,844

   Management fees

 

60,000

 

60,000

 

180,000

 

120,000

   Office and miscellaneous

 

4,082

 

3,269

 

62,772

 

13,434

   Professional Fees

 

-

 

-

 

-

 

1,100

   Regulatory and transfer fees

 

605

 

472

 

3,568

 

8,246

   Rent

 

1,477

 

1,811

 

4,554

 

5,258

   Salaries and benefits

 

6,448

 

3,527

 

16,714

 

14,924

   Shareholder communication

 

404

 

-

 

7,933

 

4,255

   Travel, meals and entertainment

 

-

 

-

 

190

 

645

   Telephone

 

960

 

423

 

1,928

 

1,524

  

89,050

 

73,008

 

344,991

 

186,860

  

 

      

 Loss before other items

 

(67,414)

 

(19,711)

 

(265,065)

 

(124,255)

  

 

      

Other items

 

 

      

   Gain/(loss) on sale of investments

 

(128,080)

 

104,295

 

579,705

 

104,295

   Gain/(loss) on write off of investments

 

-

 

-

 

-

 

(4)

   Gain/(loss) on write down of

        investments

 

(234,658)

 

150,000

 

(582,658)

 

-

  

(362,738)

 

254,295

 

(2,953)

 

104,291

  

 

      

Net gain (loss) for the period

 

(430,152)

 

234,584

 

(268,018)

 

(19,964)

  

 

      

Deficit, beginning of period

 

(21,773,863)

 

(22,150,370)

 

(21,935,997)

 

(21,895,822)

  

 

      

Deficit, end of period

 

(22,204,015)

 

(21,915,786)

 

(22,204,015)

 

 (21,915,786)

  

 

      

Weighted average number of shares

$

10,708,944

$

8,323,468

$

10,708,944

$

8,323,468

  

 

      

Weighted average gain (loss) per

   common share


$


(0.04)


$


0.03


$


(0.03)


$


(0.01)




3

Lucky 1 Enterprises Inc.

Interim Financials

September 30, 2004








LUCKY 1 ENTERPRISES INC.


STATEMENTS OF CASH FLOWS


(Unaudited – Prepared by Management)



  

 

  

 

     
Three Months Ended Nine Months Ended
September 30 September 30
  

2004

 

2003

 

2004

 

2003

         

Cash provided by (used for)

        
         

Operating

        

   Net gain (loss)

$

(430,152)

$

234,584

$

(268,018)

$

(19,964)

   Amortization

 

795

 

1,672

 

2,385

 

5,015

  

(429,357)

 

236,256

 

(265,633)

 

(14,949)

   Change in non-cash operating

        

      working capital

        

         Receivables

 

77,607

 

(29,460)

 

61,006

 

(2,639)

         Payables and accruals

 

(32,403)

 

(25,451)

 

7,537

 

10,200

         Payable to related parties

 

(85,361)

 

(189,828)

 

(128,027)

 

(127,845)

  

(40,157)

 

(244,739)

 

(59,484)

 

(120,284)

   

 

(469,514)

 

  (8,483)

 

(325,117)

 

(135,233)

         

Investing

        

   Mineral Property – Extra High

 

-

 

-

 

(31,932)

 

-

   Inter-Café Project

 

-

 

-

 

(65,000)

  

   Marketable Securities

 

135,101

 

150,000

 

(433,175)

 

(100,000)

   Write down of Marketable Securities

 

234,658

 

(150,000)

 

582,658

 

-

   Write off of investments

 

-

 

-

 

-

 

4

  

369,759

 

0

 

52,551

 

(99,996)

Financing

        

   Issuance of common shares

 

100,000

 

752,997

 

203,424

 

752,997

   Subscription shares

 

-

 

(450,000)

 

-

 

(225,000)

  

100,000

 

302,997

 

203,424

 

527,997

         

Increase (decrease) in cash and cash  equivalents

 

 

245

 

 

294,514

 

 

(69,142)

 

 

292,768

Cash and cash equivalents, beginning of  period

 

 

4,286

 

 

4,618

 

 

73,673

 

 

6,364

         

Cash and cash equivalents, end of period

$

4,531

$

299,132

$

4,531

$

299,132










4

Lucky 1 Enterprises Inc.

Interim Financials

September 30, 2004



LUCKY 1 ENTERPRISES INC.

NOTES TO FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

(Unaudited – Prepared by Management)







1        Nature of Operations


The Company was incorporated on August 24, 1984 in the Province of British Columbia and has interests in the Extra High Property located in the Province of British Columbia, Lithium mineral properties located in the Province of Ontario, an investment in software for on-line gaming, an investment in the securities of a publicly listed related company and, an investment in the Inter Café Project.


2.        Going concern


These financial statements have been prepared on the basis of accounting principles applicable to a "going concern", which assumes that the company will continue 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’s common shares are quoted and trade on the OTC Bulletin Board under the trading symbol “LKYOF”.


The company has incurred significant operating losses in prior years and has a working capital deficiency.  The company’s efforts are directed at pursuing opportunities of merit.  It is the Company’s intention to pursue equity and debt financings in order to conduct its operations uninterruptedly.


These financial statements do not reflect adjustments that would be necessary if the "going concern" assumption were not appropriate because management believes the actions that have already been taken or planned, as described above, will mitigate the adverse conditions.


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.


3.        Summary of significant accounting policies


All financial figures presented herein are expressed in Canadian Dollars (CDN$) unless otherwise specified.  These financial statements have been prepared in accordance with certain recommendations of the Canadian Institute of Chartered Accountants (CICA) concerning interim financial statements which came onto effect for fiscal years commencing on or after January 1, 2001. Accordingly, these statements show a comparative balance sheet as of the end of the immediately preceding fiscal year. These statements do not conform in all respects to the requirements of generally accepted accounting principles for annual financial statements, and should be read in conjunction with the most recent annual financial statements. In the opinion of the company, its unaudited interim financial statements contain all adjustments necessary in order to present a fair statement of the results of the interim periods presented.  These Interim financial statements have not been reviewed by the Company’s auditor.


(a)

Basis of presentation


The financial statements include all the accounts of Lucky 1 Enterprises Inc. and do not include the accounts of its wholly owned investment, Blue Rock Mining Inc. (“Blue Rock”), due to the fact that Blue Rock was dissolved during 2003.



5

Lucky 1 Enterprises Inc.

Interim Financials

September 30, 2004



LUCKY 1 ENTERPRISES INC.

NOTES TO FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

(Unaudited – Prepared by Management)


3.

Summary of significant accounting policies (continued)


(b)

Use of estimates


In conformity with generally accepted accounting principles management is required to make estimates and assumptions that could 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 revenues and expenditures during the reporting period.  Actual results could differ from those estimates and would impact future results of operations and cash flows.


(c)

Mineral properties


The Company‘s principal business is in the acquisition, exploration and development of mineral properties. The mineral properties are recorded at cost.  The costs relating to a property abandoned are written off when the decision to abandon is made.


(d)

Software Development


Pursuant to a Licensing Agreement entered into by the Company on November 4, 2002, the Company has paid to Las Vegas From Home.com Entertainment Inc., a related company, a one-time-only Licensing Fee of $200,000, as a result of which, the Company owns 50% of a gaming software for three card games. The Company expenses all research and development costs when incurred until the product reaches technological viability, at which point all material research and developments costs are capitalized.  During the nine month period ended September 30, 2004, there were no material research and development costs incurred and capitalized.


(e)

Loss per share


Loss per share is calculated using the weighted average number of shares outstanding during the period.  The dilutive effect of options and warrants is not reflected in loss per share as the effect would be anti-dilutive.


(f)

Marketable Securities


Marketable securities are valued at the lower of cost and market at the balance sheet date.  The cost of all marketable securities which the Company holds is $846,347. The Company holds 2,759,500 common shares of Las Vegas From Home.com Entertainment Inc., a related party (market value - $372,532).


(g)

Property and equipment - Amortization


Property and equipment are recorded at cost.  The company amortizes its assets on the declining balance method at the following annual rates:


Furniture and equipment

20%

Computer equipment

30%



6

Lucky 1 Enterprises Inc.

Interim Financials

September 30, 2004



LUCKY 1 ENTERPRISES INC.

NOTES TO FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

(Unaudited – Prepared by Management)


3.

Summary of significant accounting policies (continued)


(h)

Stock-based compensation plan


Effective January 2002, the Company adopted the new 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.


i)

Revenue Recognition


The Company earns revenues from customers of Las Vegas From Home.com Entertainment Inc., (“Las Vegas”) a related company, in accordance with a Licensing Agreement dated November 4th, 2002 which entitles the Company to 40% of revenues that are generated by Las Vegas from certain on-line games.  The Company recognizes the revenue on an accrual basis.


(j)

Financial instruments


The Company's financial instruments consist of cash and term deposits, amounts receivable from related parties, accounts payable and accruals and amounts payable to related parties.  It is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.


The carrying value of cash and term deposits, amounts receivable from related parties, accounts payable and accrued liabilities and amounts payable to related parties approximates their fair value.


The fair value of marketable securities is assumed to approximate quoted market values, as disclosed in note 3(f).  The Company is exposed to significant market risk with respect to marketable securities.


(j)

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.


4.        Mineral Property


On March 26, 2004, the Company entered into an Option Agreement with an arm’s length party (the “Optionor”) in respect to certain mineral claims which are situated in the Kamloops Mining Division in the Province of British Columbia (the “Extra High Property”).  Pursuant to the terms of the Option Agreement, Lucky has the right to acquire a 100% interest in the Extra High Property, subject to a 1½% Net Smelter Returns Royalty, by making staged cash payments totaling $150,000 (of which $15,000 was paid upon the execution of the Option Agreement) and incurring exploration expenditures on the Extra High Property totaling $500,000 over a period of 3 years.  Upon Lucky earning a 100% interest in the Extra High Property, Lucky may at anytime purchase 50% of the Net




7

Lucky 1 Enterprises Inc.

Interim Financials

September 30, 2004



LUCKY 1 ENTERPRISES INC.

NOTES TO FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

(Unaudited – Prepared by Management)


4.        Mineral Property(continued)


Smelter Returns Royalty by paying to the Optionor the sum of $500,000 leaving the Optionor with a 0.75% Net Smelter Returns Royalty.


The company has a 100% interest in Lithium properties located in the Nipigon area, Thunder Bay Mining Division of North Western Ontario. During 2000, the company wrote off these mineral properties.


5.   Property and equipment

  


 

September 30

 2004

 

December 31

2003

  

 

Accumulated

 

Net

 

Net

  

Cost

 

Amortization

 

Book Value

 

Book Value

Furniture and equipment

$

126,494

$

120,127

$

6,367

$

7,492

Computer equipment

 

35,112

 

30,786

 

4,326

 

5,586

 

$

161,606

$

150,913

$

10,693

$

13,078


6.   Related party transactions

  

September 30

 2004

 

December 31

2003

Loan payable to Las Vegas From Home.com

   Entertainment Inc. (“LVFH”)


$


-

$


(2,471)

Receivable from LVFH

 

73,132

 

-

Cash held on behalf of LVFH

 

(942)

 

(138,361)

Director’s loan/interest payable

 

(83,735)

 

-

Loan payable to Kalpakian Bros. of B.C. Ltd.

 

-

 

(70,930)

  


 


Total (payable to)/receivable from related parties

$

(11,545)

$

(211,762)


a)

The Company shares office premises with Las Vegas From Home.com Entertainment Inc. (“Las Vegas”), a related company.  The Company charges Las Vegas for its proportionate share of payroll expenses and other expenses (“LVFH Obligations”).  For the nine month period ended September 30, 2004 Las Vegas has paid to the Company the sum of $147,962 for the LVFH obligations.  Subsequent to August 2001 rent for the office premises is paid by Las Vegas and the Company is charged for its proportionate share which is $4,554 for the nine month period ended September 30, 2004.


 

b)

Pursuant to the New Management Services Agreement dated November 1, 2001, as amended on August 14, 2003, the aggregate amount of expenditures made to Management fees totalled $180,000 during the nine month period ended September 30, 2004, (2003: $120,000) and was paid to Kalpakian Bros. of B.C. Ltd, (the “Manager”) the principals of which are Bedo H. Kalpakian and Jacob H. Kalpakian.  On August 14th, 2003, an addendum to the New Management Services Agreement was approved by the Company’s Board of Directors with both Bedo H. Kalpakian and Jacob H. Kalpakian abstaining from the vote whereby the Company’s Board approved the increase of the monthly fee to $20,000 plus G.S.T. effective as of July 1, 2003 and that all other terms and conditions of the New Management Services Agreement (the



8

Lucky 1 Enterprises Inc.

Interim Financials

September 30, 2004



LUCKY 1 ENTERPRISES INC.

NOTES TO FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

(Unaudited – Prepared by Management)


6.   Related party transactions (continued)


“Agreement”) to remain unchanged and in full force and effect.  On September 30, 2004, the Company’s Board of Directors approved, with both Bedo H. Kalpakian and Jacob H. Kalpakian abstaining from the vote, to renew the Agreement for an additional one year period.  Consequently, the Agreement has been renewed and shall expire on September 30, 2005.


c)

Jacob H. Kalpakian and Bedo H. Kalpakian, directors of the Company, entered into Private Placement Flow-Through Share Financing Agreements with the Company on December 29, 2003 and March 10, 2004 for the purchase of 850,000 Flow-Through Share Units and 1,000,000 Flow-Through Share Units at the purchase price of $0.10 per unit respectively. Each Unit consisting of one common share (the “Flow-Through Shares”) of the Company which will be a “flow-through share” pursuant to the provisions of subsection 66(15) of the Income Tax Act (Canada) (the “ITA”) and one non-transferable common share purchase warrant (the “Warrants”) each Warrant entitling the holder to purchase one common share (the “Flow-Through Warrant Shares”) which will be a “flow-through share” at a price of  $0.15 per Flow-Through Warrant Share for a period of 12 months and thereafter at a price of  $0.20 per Flow-Through Warrant Share for a further 6 months, and thereafter one common share (the “Non-Flow-Through Warrant Shares) of the Company at a price of $0.20 per Non-Flow-Through Warrant Share for a further 6 months.  All common Shares and non-transferable Warrants of the Company pursuant to these Private Placement Financings have been issued.


d)

The Company entered into a Debt Settlement Agreement on April 8, 2004 for the geological services provided by a company owned by a director of the Company whereby a total of 22,827 common shares of the Company were issued in full satisfaction of the debt totalling $3,424.


e)

Kalpakian Bros. of B.C. Ltd., a private company owned and controlled by two directors of the Company, entered into a Private Placement Financing Agreement with the Company on July 20, 2004 for the purchase of 1,000,000 units of the securities of the Company at the price of $0.10 per unit for total proceeds to the Company of $100,000.  Each unit consists of one common share in the capital of the Company and one warrant to purchase an additional common share in the capital of the Company.  Each warrant is exercisable at the price of $0.15 per common share if exercised during the first year and at the price of $0.20 per common share if exercised during the second year.  All common shares issued pursuant to this financing have a hold period expiring on November 21, 2004.  The warrants expire on July 20, 2006.


7.

Capital stock


(a)

Authorized: 200,000,000 common shares without par value.


(b)

changes in issued capital stock:

 

September 30, 2004

 

December 31, 2003


Number

of Shares

 


Amount

 

Number

of Shares

 


Amount

Balance beginning of period

9,902,060

$

22,459,414

 

7,287,075

$

21,501,417

   Shares issued in settlement of debt

 

22,827

 

 

3,424

 

 

89,985

 

 

17,997

   Private placements

2,000,000

 

200,000

 

2,525,000

 

985,000

       Finder’s fee

-

 

-

 

-

 

   (45,000)


Balance end of period


11,924,887


$


22,662,838

 


9,902,060


$


22,459,414



9

Lucky 1 Enterprises Inc.

Interim Financials

September 30, 2004



LUCKY 1 ENTERPRISES INC.

NOTES TO FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

(Unaudited – Prepared by Management)






7.

Capital stock (continued)


(c)

Warrants:


For the nine month period ended September 30, 2004, no warrants were exercised and 6,440,000 warrants at an exercise price of $0.20 per common share expired.  Pursuant to a private placement flow-through share financing on March 10, 2004, 1,000,000 warrants have been issued which are exercisable at $0.15 per flow-through common share in the first year and at $0.20 per flow-through common share for the following six months and at $0.20 per non-flow through common share for the remaining 6 months.  Pursuant to an additional private placement financing on July 20, 2004, 1,000,000 warrants have been issued which are exercisable at $0.15 per common share in the first year and at $0.20 per common share in the second year.   As of September 30, 2004, the following warrants are outstanding which entitle the holder to purchase the stated number of common shares at the exercise price with the expiry dates as follows:

 

 

 

 

 Expiry dates 

 Number of warrants*

 

 

Exercise

Price per warrant $

December 30, 2004 

 850,000

 

0.15

   and December 31, 2005

0.20

March 10, 2005

1,000,000

0.15

    and March 10, 2006

0.20

July 20, 2005

 

1,000,000

 

0.15

    and July 20, 2006

 

 

 

0.20

  

 

  

Total Number of warrants outstanding

 

2,850,000

 

0.15 - 0.20

*One warrant is required to purchase 1 (one) common share.


(d)

Stock Options:


At the Annual General Meeting of the Company which was held on April 30, 2004, the shareholders approved the adoption of the Company’s 2004 Stock Option Plan whereby the Company may reserve for granting to Directors, Officers, Employees and Consultants up to 20% of the issued and outstanding common shares of the Company calculated from time to time on a rolling basis.  The Company’s 2004 Stock Option Plan has replaced the Company’s former 2002 and 2003 Stock Option Plans.


During the nine month period ended September 30, 2004, an aggregate of 971,175 stock options were granted to Directors, Officers, Employees and Consultants at an exercise price of US $0.15 per common share.  No stock options were exercised or cancelled however, 701,888 stock options expired during the nine month period.



10

Lucky 1 Enterprises Inc.

Interim Financials

September 30, 2004



LUCKY 1 ENTERPRISES INC.

NOTES TO FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

(Unaudited – Prepared by Management)






7.

Capital stock (continued)



Stock Options

 

Number of

options * *

 

Exercise

Price per option $

Balance beginning of period

 

712,899

 

CDN 2.25 & US 0.15

     

   Options expired

 

(696,000)

 

US 0.15

  

(5,888)

 

CDN 2.25

   Options granted

 

971,175

 

US 0.15

   Options exercised

 

-

 

-

   Options cancelled

 

-

 

-

     

Balance end of period

 

982,186

 

CDN 2.25 & US 0.15

** One option is required to purchase 1 (one) common share.


As of September 30, 2004, the following stock options are outstanding.  The options entitle the holders to purchase the stated number of common shares at the exercise price with the expiry dates as follows:



Expiry dates

 

Number of options * *

 

Exercise

price $

  


  

October 5, 2004

 

3,240

 

 CDN 2.25

February 3, 2005

 

7,771

 

 CDN 2.25

April 21, 2005

 

971,175

 

US   0.15

  


  

Total options outstanding

 

982,186

 

 CDN 2.25 &US 0.15

** One option is required to purchase 1 (one) common share.


8.        Commitment


The company has an equipment lease expiring in 2005 with minimum annual payments of $4,440.


The Company has a management services agreement with Kalpakian Bros. of B.C. Ltd., a related company.  The remuneration for the services is $20,000 per month plus G.S.T.  The agreement is renewable on an annual basis and was renewed on September 29, 2004.


9.        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.



11

Lucky 1 Enterprises Inc.

Interim Financials

September 30, 2004



LUCKY 1 ENTERPRISES INC.

NOTES TO FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

(Unaudited – Prepared by Management)


9.

Income taxes (continued)


Loss carry forwards


As at December 31, 2003, the non-capital losses carry forward for income tax purposes amount to $3,237,000.  The tax benefits related to the loss carry forward have not been recognized in the financial statements and expire as follows:


2004

 

556,000

 


2005

 

640,000

 


2006

 

725,000

 


2007

 

452,000

 


2008

 

319,000

 


2009

 

440,000

 


2010

 

105,000

 



Other


The pools of eligible Canadian development and exploration expenditures amount to $2,705,000.  They can be sheltered for future earnings from resource properties.  In addition, the tax value of the company’s depreciable assets is $637,000 greater than book value.  This excess may be claimed as deductions for income tax purposes in future years.  The company has not recorded in its financial statements the potential income tax benefits that may be derived from those losses and other deductions because of the uncertainty that the benefits will be realized.


    

10.        Software Development

 

On November 4, 2002, the Company entered into a Licensing Agreement with Las Vegas from Home.com Entertainment Inc. (“Las Vegas”), a related company, for the joint development of certain gaming software consisting of three card games (the “three card games Software”).  Pursuant to this Licensing Agreement, the Company has paid a one time only license fee of $200,000 to Las Vegas as the Company’s sole contribution for the development costs of the three card games Software, as a result of which, the three card games Software is now equally owned by Las Vegas and the Company.  Las Vegas shall be the operator of the three card games Software and shall market the three card games.  Las Vegas shall receive 60% of all revenues that shall be generated from the operation of the three card games Software and the Company shall receive 40%.  The Company’s share of revenues from the three card games Software was $100,951 as of December 31, 2003 (2002: $Nil). For the nine month period ended September 30, 2004 the Company’s share of revenues from the three card games Software was $79,627 (2003: $61,381).


11.        Investment in Las Vegas From Home.com Entertainment Inc.


On September 8, 2003, the Company entered into a Private Placement Financing Agreement with Las Vegas From Home.com Entertainment Inc. (“Las Vegas”), a related company, whereby the Company acquired for investment purposes, 1,000,000 common shares in the capital of Las Vegas at the price of $0.10 per share for a total amount of $100,000.  In respect to this transaction, the final approval of the TSX Venture Exchange was obtained on September 15, 2003 by Las Vegas.  The Company’s 1,000,000 common shares in the capital of Las Vegas had a hold period which expired on January 15, 2004.


On September 19, 2003, the Company and other individuals entered into a Private Placement Financing Agreement with Las Vegas, whereby the Company acquired for investment purposes,



12

Lucky 1 Enterprises Inc.

Interim Financials

September 30, 2004



LUCKY 1 ENTERPRISES INC.

NOTES TO FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

(Unaudited – Prepared by Management)


11.

Investment in Las Vegas From Home.com Entertainment Inc. (continued)


3,000,000 common shares in the capital of Las Vegas at the price of $0.14 per common share for a total amount of $420,000.  The final approval from the TSX Venture Exchange for this transaction was obtained by Las Vegas on October 3, 2003.  The 3,000,000 Las Vegas common shares owned by the Company had a hold period which expired on February 3, 2004.


During the nine month period ended September 30, 2004, the Company sold all of the 4,000,000 common shares of Las Vegas which the Company had acquired during 2003 at an average price of $0.31 per share to net the Company $1,240,000.


On January 20, 2004, the Company entered into a Non-Brokered Private Placement Financing Agreement with Las Vegas, whereby the Company acquired, for investment purposes, 1,250,000 common shares in the capital of Las Vegas at the price of $0.32 per common share, for a total amount of $400,000.  The final approval from the TSX Venture Exchange for this transaction was obtained by Las Vegas on February 19, 2004.  The 1,250,000 Las Vegas common shares owned by the Company have been issued and had a hold period which expired on June 20, 2004.


On February 12, 2004, the Company entered into a Non-Brokered Private Placement Financing Agreement with Las Vegas, whereby the Company acquired, for investment purposes, 2,750,000 common shares in the capital of Las Vegas at the price of $0.30 per common share, for a total amount of $825,000.  The final approval from the TSX Venture Exchange for this transaction was obtained by Las Vegas on February 19, 2004.  The 2,750,000 Las Vegas common shares were issued to the Company and had a hold period which expired on June 20, 2004.


During the nine month period ended September 30, 2004, the Company sold 1,240,500 common shares of Las Vegas which the Company had acquired during 2004 for total proceeds to the Company of $144,080.


The Company may in the future either increase or decrease its investment in Las Vegas.


12.        Investment in Inter-Café Project


The Company entered into an Investment Agreement on January 26, 2004 with Interfranchise Inc., whereby the Company purchased a 10% interest in the Inter-Café Project for $90,000.


      


13.        Subsequent Events

 

 

 

A total of 3,240 stock options, exercisable at Cdn $2.25, expired on October 5, 2004.


By means of a News Release dated November 3, 2004, the Company announced that a Special Meeting of the Company’s Shareholders will be held on Monday, January 10, 2005 at 10:00 am (pacific time) at the Company’s offices, where the Company shall present to its shareholders special resolutions for their consideration to:-


a)

consolidate the Company’s share capital on a 1 (one) new for 35 (thirty-five) old shares basis;

b)

change the Company’s name to Bronx Ventures Inc.

c)

increase the Company’s authorized share capital to an unlimited number of common shares and an unlimited number of preferred shares, both without par value; and

d)

adopt new articles in accordance with the new Business Corporations Act (British Columbia).



13

Lucky 1 Enterprises Inc.

Interim Financials

September 30, 2004









FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS


I, Bedo H. Kalpakian, President, C.E.O. and C.F.O. of Lucky 1 Enterprises 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 Lucky 1 Enterprises Inc., (the issuer) for the interim period ending September 30, 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: November 19, 2004.


“Bedo H. Kalpakian”


                                                 

[Bedo H. Kalpakian]

[President, C.E.O. & C.F.O.]





14

Lucky 1 Enterprises Inc.

Certification of Interim Financials

September 30, 2004