formsb2-a.htm

SB-2/A 1 formsb2-a.htm GTAP SB-2/A 06/08/2007 formsb2-a.htm

            As filed with the Securities and Exchange Commission on June 11, 2007
                                                      Registration No.333-142685

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM SB-2A/1

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          GOTTAPLAY INTERACTIVE, INC.
              (Exact name of small business issuer in its charter)

       NEVADA                        7372                     20-1645637
(State or jurisdiction    (Primary Standard Industrial     (I.R.S. Employer
  of incorporation or       Classification Code Number)   Identification No.)
     organization)


       3226 ROSEDALE STREET, STE. 200, GIG HARBOR, WA 98335 (253) 853-4145
          (Address and telephone number of principal executive offices)


                                  JOHN P. GORST
                             CHIEF EXECUTIVE OFFICER
                         3226 ROSEDALE STREET, SUITE 200
                               GIG HARBOR WA 98335
                                 (253)-853-4145
                               Fax (800) 891-4792
            (Name, Address and telephone number of agent for service)

                                   COPIES TO:
                                  de Castro, PC
                                309 Laurel Street
                               San Diego CA 92101
                                 (619) 702-8690
                               Fax (619) 702-9401


Approximate date of proposed sale to the public: AS SOON AS PRACTICABLE AFTER
THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

  If any of the  securities  being  registered  on this form are to be offered
  on a delayed or  continuous  basis  pursuant to Rule 415 under the Securities
  Act, check the following box:                           [X]

  If this form is filed to register additional securities for an offering
  pursuant to Rule 462(b) under the Securities Act, please check the following
  box and list the Securities Act registration statement number of the earlier
  effective registration statement for the same offering. [ ]

  If this form is a post-effective amendment filed pursuant to Rule 462(c) under
  the Securities Act, check the following box and list the Securities Act
  registration statement number of the earlier effective registration statement
  for the same offering. [ ]

  If this form is a post-effective amendment filed pursuant to Rule 462(d) under
  the Securities Act, check the following box and list the Securities Act
  registration statement number of the earlier effective registration statement
  for the same offering. [ ]

  If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box.[ ]

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

                                                    PROPOSED MAXIMUM   PROPOSED MAXIMUM
    TITLE OF EACH CLASS OF        SHARES TO BE     OFFERING PRICE PER      AGGREGATE           AMOUNT
 SECURITIES TO BE REGISTERED     REGISTERED(1)          SHARE(2)        OFFERING PRICE  OF REGISTRATION FEE

<S>                                <C>                    <C>             <C>                 <C>
Common Shares $.001 par value      2,279,000              $1.96           $4,466,840          $137.14
to be offered for resale(3)

Common Shares $.001 par value
issuable upon exercise of
warrants(4)                        4,801,098              $1.96           $9,410,152          $288.90


TOTAL                              7,080,098                              $13,876,992         $426.04
</TABLE>



 (1)  Plus such additional shares as may be issued pursuant to anti-dilution
      provisions of the currently outstanding warrants and the shares resulting
      from the exercise of which are included in this prospectus.

 (2)  The registration fee has been calculated in accordance with Rule 457(c).
      On May 1, 2007, the average of the high and low prices for the
      Registrant's common stock on the Over-The-Counter Bulletin Board was
      $1.96.

 (3)  Consisting 2,279,000 shares of common stock held by 40 selling
      stockholders.

 (4)  Consisting of (a) 250,000 shares of common stock issuable upon exercise of
      common stock purchase warrants dated as of September 26, 2006, held by
      four (4) selling stockholders, (b) 676,298 shares of common stock issuable
      upon exercise of common stock purchase warrants dated as of September 28,
      2006, held by four (4) selling stockholders, (c) 192,000 shares of common
      stock issuable upon exercise of common stock purchase warrants dated
      January 31, 2007, held by five (5) selling stockholders (d) 2,160,000
      shares of common stock issuable upon exercise of common stock purchase
      warrants dated as of March 12, 2007 held by seventeen (17) selling
      stockholder, (e) 1,522,800 shares of common stock issuable upon exercise
      of common stock purchase warrants dated March 23, 2007, held by eight (8)
      selling stockholders.



THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

RED HERRING LANGUAGE---Information contained herein is subject to completion or
amendment. A registration statement relating to these securities has been filed
with the Securities and Exchange Commission. These securities may not be sold,
nor may offers to buy, be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

                           FORWARD-LOOKING STATEMENTS

This prospectus, any prospectus supplement and the documents incorporated by
reference in this prospectus contain forward-looking statements. We have based
these forward-looking statements on our current expectations and projections
about future events.

In some cases, you can identify forward-looking statements by words such as
"may," "should," "expect," "plan," "could," "anticipate," "intend," "believe,"
"estimate," "predict," "potential," "goal," or "continue" or similar
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including the risks outlined under "Risk
Factors," that may cause our or our industry's actual results, levels of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by
such forward-looking statements.

Unless we are required to do so under U.S. federal securities laws or other
applicable laws, we do not intend to update or revise any forward-looking
statements.





<PAGE>



                 SUBJECT TO COMPLETION, DATED ________ __, 2007



                                   PROSPECTUS



                           GOTTAPLAY INTERACTIVE, INC.

                        7,080,098 SHARES OF COMMON STOCK


This prospectus relates to the resale, from time to time, of up to 7,080,098
shares of our common stock, par value $.001 per share, by the selling
stockholders named in this prospectus. The shares of common stock registered for
sale are as follows:

o    2,279,000 shares of common stock held by selling stockholders;

o    3,266,298  shares of common stock  issuable  upon  exercise of common stock
     purchase warrants at $1.50 per share held by selling stockholders; and

o    1,534,800  shares of common stock  issuable  upon  exercise of common stock
     purchase warrants at $2.50 per share held by selling stockholders.

         The price at which the selling stockholders may sell the shares will be
determined by the prevailing market price for the shares or in negotiated
transactions.

         We will not receive any proceeds from the sale or distribution of the
common stock by the selling stockholders. However, we will receive the exercise
price of any warrants that may be exercised.

         Our common stock is quoted on the National Association of Securities
Dealers ("NASD") Over-the-Counter Bulletin Board ("OTCBB") under the symbol
"GTAP". On May 1, 2007, the closing sale price for our common stock was $1.96 on
the OTCBB.

         THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

         THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE AND INVOLVE A HIGH
DEGREE OF RISK. SEE THE DISCUSSION TITLED "RISK FACTORS" COMMENCING ON PAGE 9.
                                         THE DATE OF THIS PROSPECTUS IS JUNE 8, 2007

<PAGE>



                                TABLE OF CONTENTS




PROSPECTUS SUMMARY                                                            6
USE OF PROCEEDS                                                               8
DILUTION                                                                      9
RISK FACTORS                                                                  9
DIVIDEND POLICY                                                              18
BUSINESS OF THE COMPANY                                                      18
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION                    26
MARKET FOR COMMON STOCK                                                      36
MANAGEMENT                                                                   37
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT               39
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                               41
DESCRIPTION OF SECURITIES                                                    41
PENNY STOCK                                                                  41
SELLING STOCKHOLDERS                                                         42
PLAN OF DISTRIBUTION                                                         43
LEGAL PROCEEDINGS                                                            45
LEGAL MATTERS                                                                46
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES.                              46
EXPERTS                                                                      46
FORWARD LOOKING STATEMENTS                                                   46
AVAILABLE INFORMATION                                                        46
FINANCIAL STATEMENTS                                                         47



<PAGE>


                               PROSPECTUS SUMMARY

         This summary highlights selected information from elsewhere in this
prospectus. It is not complete and may not contain all of the information that
is important to you. To understand this offering fully, you should read the
entire prospectus carefully, including the risk factors and the financial
statements and the related notes thereto, which are included in this prospectus.

         Unless the context otherwise requires, "Gottaplay," "we," "our," "us"
and similar expressions refer to Gottaplay Interactive, Inc., a Nevada
corporation, and its predecessors, but not to the selling stockholders
identified under the caption "Selling Stockholders."

THE COMPANY

         Gottaplay Interactive, Inc. (the "Company") was formed in Nevada in
July 2004 under the name of Donobi, Inc. and is the successor to H-NET.NET,
Inc., which was formed under the laws of Colorado in May 1986. On July 24, 2006,
pursuant to a Merger Agreement (the "Agreement"), Gotaplay Interactive, Inc.
("Gotaplay"), a privately held Nevada corporation, merged with Donobi, Inc. (
the "Merger"). In accordance with the Merger Agreement, the Registrant (a)
completed a one for 6 reverse stock split; (b) issued 17,744,618 post-reverse
split shares of common stock to the former stockholders of Gotaplay; (c) amended
the Articles of Incorporation by changing the name of the Registrant from
Donobi, Inc. to Gottaplay Interactive, Inc.; and, (d) except for William M.
Wright, III and Norm Johnson, the directors of the Registrant resigned and the
three former directors of the Gotaplay were elected to the board of directors of
Registrant. As a result of the Merger, voting control changed and, except for
Mr. William M. Wright, III, who remained as Chief Operating Officer, the other
officers resigned and were replaced by officers selected by Gotaplay's
management (see "Directors and Executive Officers").

         Upon consummation of the Merger we assumed all of the business
operations of Gotaplay to include their assets, their debts, and their
commitments, such as leases and consultant agreements. We now operate two
divisions, one division for our Internet connectivity business and one division
for the video game subscription and rental business.

         Gottaplay Interactive, Inc.'s primary business division is on the
on-line video game rental subscriptions. We are dedicated to providing customers
with a quality rental experience through our web site, www.gottaplay.com. The
service is an alternative to store based gaming rentals. We currently provide
rental services to our subscribers, and we also offer the option to purchase new
or used video game titles at a discounted price. We seek to provide customers
with a large selection of video game rental choices for the payment of a monthly
subscription fee. Customers can enroll, on the internet, to rent and/or buy
video games offered by us. The selected games are then shipped to the customer
via first class mail. Active subscribers can retain the games for an indefinite
amount of time as long as they continue to pay the monthly subscription fees.
Customers can return or exchange their selections at any time by returning their
game(s) in the pre-paid and pre-addressed packages provided by us.

         Our Donobi division ("Donobi") operates as an Internet service provider
("ISP") with operations in Washington, Oregon and Hawaii. It offers Internet
connectivity to individuals, multi-family housing, businesses, organizations,
educational institutions and government agencies. Donobi provides high quality,
reliable and scalable Internet access, web hosting and development, equipment
co-location, and networking services to underserved rural markets. Donobi's
overall strategy is to become the dominant Internet service provider for
residents and small to medium-sized businesses within certain rural and
semi-rural areas in the United States. Our current focus is within the states of
Washington, Oregon and Hawaii.

         We are headquartered at 3226 Rosedale Street, Suite 200, Gig Harbor,
Washington 98335 and our telephone number is (253) 853-4145. We also maintain
Internet sites on the World Wide Web ("WWW") at WWW.GOTTAPLAY.COM and
WWW.DONOBI.COM. Information contained on our Web sites is not and should not be
deemed to be a part of this Form SB-2.


<PAGE>


<TABLE>
<CAPTION>

                                                                  THE OFFERING
<S>                                             <C>
Securities                                      Offered 7,080,098 shares of
                                                common stock issued or issuable
                                                upon exercise by selling
                                                stockholders of Warrants.

Common Stock Outstanding as of                  31,101,170 shares of common stock.
May 1, 2007

Common Stock to be Outstanding                  35,902,268 shares of common stock (assuming all 4,801,098 Warrants
After this Offering                             are exercised.)

Use of Proceeds                                 We will not receive any of the proceeds from the sale of the shares
                                                of common stock offered by this prospectus. We will receive
                                                estimated gross proceeds of up to $8,736,447 if the selling
                                                stockholders exercise all of the currently outstanding warrants to
                                                purchase the shares of our common stock covered by this prospectus.
                                                We currently intend to use such net proceeds, if any, for working
                                                capital and general corporate purposes. See "Use of Proceeds."

Risk                                            An investment in the
                                                shares of common stock offered
                                                hereby involves a high degree of
                                                risk and should be made only by
                                                investors who can afford the
                                                loss of their entire investment.
                                                See "Risk Factors" beginning on
                                                page 9.

OTC Bulletin Board Market                       GTAP
trading symbol
</TABLE>




<PAGE>


                        SUMMARY OF FINANCIAL INFORMATION
<TABLE>
<CAPTION>

BALANCE SHEETS

                                                                March 31,       September 30,     September 30,
                                                                  2007              2006             2005

                                                              (unaudited)
                                                           ---------------- ----------------- ----------------

           ASSETS

<S>                                                            <C>               <C>                 <C>
           Current Assets                                      $ 2,064,536       $   330,893         $ 28,168
           Other Assets                                          2,094,164         1,348,056          116,242
                                                           ---------------- ----------------- ----------------
           Total Assets                                       $  4,158,700      $  1,678,949         $144,410
                                                           ================ ================= ================


           LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

           Current Liabilities                                $  2,434,892      $ 2 ,969,967        $ 814,961
           Total Liabilities                                     2,514,892         3,055,201          814,961
           Total Stockholders' Equity (Deficit)                  1,643,808       (1,376,252)        (670,551)
                                                           ---------------- ----------------- ----------------

Total Liabilities and Stockholders' Equity $ 4,158,700 $ 1,678,949 $ 144,410
(Deficit)

================ ================= ================
</TABLE>

STATEMENTS OF OPERATIONS

Six months
ended Year ended Year Ended
March 31, 2007 September 30, September 30,
(unaudited) 2006 2005
---------------- ----------------- ----------------

<S> <C> <C> <C>
Revenues $ 1,091,390 $ 464,531 $ 96,573
Cost of Revenues (652,010) (321,735) (204,648)
Operating Expenses (3,032,800) (2,069,767) (665,476)
Other Expenses (341,214)) (45,952) (19,830)
---------------- ----------------- ----------------
Net Loss $ (2,934,634) $ (1,972,923) $ (793,381)
================ ================= ================
</TABLE>

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares of
common stock offered by the selling stockholders under this prospectus. If all
currently outstanding warrants to purchase the shares of common stock offered
for resale in this offering were exercised, Gottaplay would receive aggregate
gross proceeds of approximately $8,736,447.

The net proceeds, if any, that we receive from the exercise of warrants
will be used for working capital and general corporate purposes. We may also use
all or a portion of the net proceeds for the acquisition of businesses, products
and technologies or otherwise to enter into strategic alliances. We can give no
assurances that we will be able to reach a definitive agreement on or consummate
any such related transaction. Pending any uses, we intend to invest the net
proceeds from the warrant exercises in short-term, interest-bearing,
investment-grade securities.

The foregoing represents our current best estimate of our use of the
net proceeds derived from the exercise of the warrants to purchase the shares of
common stock offered in this prospectus, if any, based upon our present plans,
the state of our business operations and current conditions in the industries in
which we operate. We reserve the right to change the use of the net proceeds if
unanticipated developments in our business, business opportunities, or changes
in economic, regulatory or competitive conditions, make shifts in the
allocations of proceeds necessary or desirable.

DILUTION

2,279,000 shares of $0.001 par value common stock to be sold by the
selling stockholders are currently issued and outstanding. Accordingly, they
will not cause dilution to our existing stockholders. However, the issuance of
shares upon the exercise warrants to purchase 4,801,098 shares of our common
stock will result in dilution to the interest of existing stockholders.

If all warrants were exercised, a total 4,801,098 shares would be
issued, and our issued and outstanding shares would increase from 31,101,170
shares to 35,902,268 shares resulting in an immediate dilution to existing
stockholders. If all warrants were exercised, a total of $8,736,447 of capital
would be received by us.

RISK FACTORS

Our actual results may differ materially from those anticipated in
these forward-looking statements. We operate in a market environment that is
difficult to predict and involve significant risks and uncertainties, many of
which will be beyond the company's control. Additional risks and uncertainties
not presently known to us, or that are not currently believed to be important to
you, if they materialize, also may adversely affect us.

RISKS RELATING TO OUR BUSINESS

WE HAVE NOT HAD AN OPERATING PROFIT SINCE ITS INCEPTION. CONTINUING LOSSES
MAY EXHAUST OUR CAPITAL RESOURCES AND FORCE US TO DISCONTINUE OPERATIONS.

&ltR&gt
Through March 31, 2007, we have incurred cumulative losses of $5,706,383. Our
current business plan forecasted these net losses and negative cash flows from
operations. We may never generate sufficient revenues to achieve profitability,
and if we are unable to make a profit, we may not be able to continue to operate
our business. Even if we were profitable, we may not be able to sustain or
increase profitability on a quarterly or annual basis.
&lt/R&gt

WE HAVE HAD SIGNIFICANT WORKING CAPITAL DEFICITS, WHICH MAKES IT MORE
DIFFICULT TO OBTAIN CAPITAL NECESSARY FOR OUR OPERATIONS, WHICH MAY HAVE AN
ADVERSE EFFECT ON OUR FUTURE BUSINESS.

We cannot assure you that we can achieve or sustain profitability on a
quarterly or annual basis in the future. If revenues grow more slowly than we
anticipate, or if operating expenses exceed our expectations or cannot be
adjusted accordingly, we will continue to incur losses. We will continue to
incur losses until we are able to establish significant subscriptions for our
game rentals over the Internet. Our possible success is dependent upon the
successful development and marketing of our web site and products, as to which
there is no assurance. Any future success that we might enjoy will depend upon
many factors, including factors out of our control or which cannot be predicted
at this time. These factors may include changes in or increased levels of
competition, including the entry of additional competitors and increased success
by existing competitors, changes in general economic conditions, increases in
operating costs, including costs of supplies, personnel and equipment, reduced
margins caused by competitive pressures and other factors. These conditions may
have a materially adverse effect upon us or may force us to reduce or curtail
operations. In addition, we will require additional funds to sustain and expand
our sales and marketing activities, particularly if a well-financed competitor
emerges. We will need additional financing, however there can be no assurance
that financing will be available in amounts or on terms acceptable to us, if at
all. The inability to obtain sufficient funds from operations and external
sources would require us to curtail or cease operations. Any additional equity
financing will involve substantial dilution to our then existing stockholders.

WE ARE SUBJECT TO PRICE VOLATILITY DUE TO OUR OPERATIONS MATERIALLY
FLUCTUATING.

As a result of the evolving nature of the markets in which we compete, as
well as the current nature of the public markets and our current financial
condition, we believe that our operating results may fluctuate materially, as a
result of which quarter-to-quarter comparisons of our results of operations may
not be meaningful. If in some future quarter, whether as a result of such a
fluctuation or otherwise, our results of operations fall below the expectations
of securities analysts and investors, the trading price of our common stock
would likely be materially and adversely affected. You should not rely on our
results of any interim period as an indication of our future performance.
Additionally, our quarterly results of operations may fluctuate significantly in
the future as a result of a variety of factors, many of which are outside our
control. Factors that may cause our quarterly results to fluctuate include,
among others:

o our ability to retain existing gaming subscribers and ISP customers;
o our ability to attract gaming subscribers and ISP customers at a steady
rate;
o our ability to maintain subscriber and customer satisfaction;
o the extent to which our subscriber services and ISP products gain
market acceptance;
o introductions of products and services by competitors;
o price competition in the markets in which we compete;
o our ability to attract, train, and retain skilled management;
o the amount and timing of operating costs and capital expenditures
relating to the expansion of our business, operations, and
infrastructure; and
o general economic conditions and economic conditions specific to the
Internet service and gaming industry.

IF OUR EFFORTS TO ATTRACT GAME RENTAL SUBSCRIBERS ARE NOT SUCCESSFUL, OUR
REVENUES WILL BE AFFECTED ADVERSELY.

We must continue to attract and retain subscribers. We typically retain
approximately 71.1% of our customers after one month of membership, 68.4% after
two months of membership and 65.7% after three months of membership. Thereafter,
we lose approximately 2.7% each month of our new customers. To succeed, we must
continue to attract a number of subscribers who have traditionally used game
retailers, and game rental outlets. Our ability to attract and retain
subscribers will depend in part on our ability to consistently provide our
subscribers a high quality experience for selecting, receiving, playing and
returning titles. If consumers do not perceive our service offerings to be of
quality, or if we introduce new services that are not favorably received by
them, we may not be able to attract or retain subscribers. If our efforts to
satisfy our existing subscribers are not successful, we may not be able to
attract new subscribers, and as a result, our revenues will be affected
adversely.

IF WE EXPERIENCE EXCESSIVE RATES OF GAME RENTAL SUBSCRIBER CHURN, OUR
REVENUES AND BUSINESS WILL BE HARMED.

We must minimize the rate of loss of existing subscribers while adding new
subscribers. We typically retain approximately 74.7% of our new customers from
the trial to membership phase. We typically retain approximately 71.1% of our
customers after one month of membership, 68.4% after two months of membership
and 65.7% after three months of membership. Thereafter, we lose approximately
2.7% each month of our new customers. Subscribers cancel their subscription to
our service for many reasons, including a perception that they do not use the
service sufficiently, delivery takes too long, the service is a poor value and
customer service issues are not satisfactorily resolved. We must continually add
new subscribers both to replace subscribers who cancel and to grow our business
beyond our current subscriber base. If too many of our subscribers cancel our
service, or if we are unable to attract new subscribers in numbers sufficient to
grow our business, our operating results will be adversely affected. Further, if
excessive numbers of subscribers cancel our service, we may be required to incur
significantly higher marketing expenditures than we currently anticipate
replacing these subscribers with new subscribers.

IF WE ARE UNABLE TO OFFSET INCREASED DEMAND FOR GAMES WITH INCREASED
SUBSCRIBER RETENTION OUR OPERATING MARGINS AND OUR OPERATING RESULTS MAY BE
AFFECTED ADVERSELY.

Subscribers to our service can play as many games as they want every month
and, depending on the service plan, may have between one and three games at a
time. With use our nine Distribution Centers ("DC") and our proprietary Game
Distribution System ("GDS"), we have reduced the transit time of games. As a
result, our subscribers have been able to exchange more titles each month, which
has increased our operating costs. As we establish additional DC's or further
refine our distribution process and GDS, we may see a continued increase in
usage by our subscribers. If our subscriber retention does not increase or our
operating margins do not improve to an extent necessary to offset the effect of
increased operating costs, our operating results will be adversely affected.

In addition, subscriber demand for games may increase for a variety of other
reasons beyond our control, including promotion by manufacturers, the
introduction of new gaming platforms and the scarcity of the most popular games.
Our subscriber growth and retention may be affected adversely if we attempt to
increase our monthly subscription fees to offset any increased costs of
acquiring or delivering games.

IF OUR GAME RENTAL SUBSCRIBERS SELECT TITLES THAT ARE MORE EXPENSIVE FOR US
TO ACQUIRE AND DELIVER MORE FREQUENTLY, OUR EXPENSES WILL INCREASE.

Certain games cost us more to acquire depending on the source from whom they
are acquired and the terms on which they are acquired. If subscribers select
these games more often on a proportional basis compared to all games selected,
then game acquisition expenses could increase, and our gross margins could be
adversely affected.

ANY SIGNIFICANT DISRUPTION IN SERVICE ON OUR WEB SITE OR IN OUR COMPUTER
SYSTEMS COULD RESULT IN A LOSS OF GAME RENTAL SUBSCRIBERS.

Subscribers and potential subscribers access our service through our Web
site, where the game selection process is integrated with our delivery
processing systems and software. Our reputation and ability to attract, retain
and serve our subscribers is dependent upon the reliable performance of our Web
site, network infrastructure and fulfillment processes. Interruptions in these
systems could make our Web site unavailable and hinder our ability to fulfill
selections. Service interruptions or the unavailability of our Web site could
diminish the overall attractiveness of our subscription service to existing and
potential subscribers.

Our servers may be vulnerable to computer viruses, physical or electronic
break-ins and similar disruptions, which could lead to interruptions and delays
in our service and operations as well as loss, misuse or theft of data. Any
attempts by hackers to disrupt our Web site service or our internal systems, if
successful, could harm our business, be expensive to remedy and damage our
reputation. We do not have an insurance policy that covers expenses related to
direct attacks on our Web site or internal systems. Efforts to prevent hackers
from entering our computer systems are expensive to implement and may limit the
functionality of our services. Any significant disruption to our Web site or
internal computer systems could result in a loss of subscribers and adversely
affect our business and results of operations.

Our servers utilize a number of techniques to track, deter and thwart attacks
from computer viruses, physical or electronic break-ins and similar disruptions,
which could lead to interruptions and delays in our service and operations as
well as loss, misuse or theft of data. We currently use both hardware and
software to secure our systems, network and, most importantly, our data from
these attacks. This includes several layers of security in place for our
protection and that of our member's data. We also have procedures in place to
ensure that the latest security patches and software are running on our servers
- thus maintaining another level of security.

IF WE EXPERIENCE EXCESSIVE CREDIT CARD CHARGEBACKS, WE MAY BE SUSPENDED FROM
PROCESSING CREDIT CARD TRANSACTIONS FOR THAT PARTICULAR CREDIT CARD COMPANY,
SUCH AS MASTERCARD, FOR AN INDETERMINATE PERIOD OF TIME, WHICH WOULD
SIGNIFICANTLY HARM OUR BUSINESS.

We charge our subscribers monthly via the three major credit card companies,
MasterCard, VISA and American Express. If we experience excessive and
unauthorized chargebacks over a several successive months with any of these
respective credit card companies, we may be suspended from processing charges in
the future for an extended period of time. Excessive chargebacks in our business
may result primarily from: (a.) fraud, (b.) disputed transactions, and (c.)
subscribers not fully understanding the proper procedure(s) to cancel their
ten-day trial period and/or their regular subscription. Accordingly, we
implemented several additional procedures: (a.) to discover and mitigate a
fraudulent submission, (b.) to more accurately validate the authorized user of
the credit card, and (c.) to provide clearer and better website instructions for
the customer who needs to cancel their subscription.

We must minimize and contain the rate and number of chargeback transactions
per total transactions processed over a specified period or a credit card
company may cancel all processing in accordance with the terms of our agreement.
If we should lose the ability to process a major credit card, we will lose a
significant amount of revenue and cash flow, which may cause our business to
fail.

IF GOVERNMENT REGULATION OF THE INTERNET OR OTHER AREAS OF OUR BUSINESS
CHANGES OR IF CONSUMER ATTITUDES TOWARD USE OF THE INTERNET CHANGE, WE MAY NEED
TO CHANGE THE MANNER IN WHICH WE CONDUCT OUR BUSINESS, OR INCUR GREATER
OPERATING EXPENSES.

The adoption or modification of laws or regulations relating to the Internet
or other areas of our business could limit or otherwise adversely affect the
manner in which we currently conduct our business. In addition, the growth and
development of the market for on-line commerce may lead to more stringent
consumer protection laws, which may impose additional burdens on us. If we are
required to comply with new regulations or legislation or new interpretations of
existing regulations or legislation, this compliance could cause us to incur
additional expenses or alter our business model.

The manner in which Internet and other legislation may be interpreted and
enforced cannot be precisely determined and may subject either us or our
customers to potential liability, which in turn could have an adverse effect on
our business, results of operations and financial condition. The adoption of any
laws or regulations that adversely affect the popularity or growth in use of the
Internet could decrease the demand for our subscription service and increase our
cost of doing business.

In addition, if consumer attitudes toward use of the Internet change,
consumers may become unwilling to select their entertainment on-line or
otherwise provide us with information necessary for them to become subscribers.
Further, we may not be able to effectively market our services on-line to users
of the Internet. If we are unable to interact with consumers because of changes
in their attitude toward use of the Internet, our subscriber acquisition and
retention may be affected adversely.

IF OUR EFFORTS TO BUILD STRONG BRAND IDENTITY AND IMPROVE SUBSCRIBER
SATISFACTION AND LOYALTY ARE NOT SUCCESSFUL, WE MAY NOT BE ABLE TO ATTRACT OR
RETAIN SUBSCRIBERS, AND OUR OPERATING RESULTS WILL BE AFFECTED ADVERSELY.

The Gottaplay brand is young, and we must continue to build strong brand
identity. To succeed, we must continue to attract and retain a number of owners
of video game players who have traditionally relied on store-based rental
outlets and persuade them to subscribe to our service through our Web site. We
may be required to incur significantly higher advertising and promotional
expenditures than we currently anticipate in order to attract new subscribers.
We believe that the importance of brand loyalty will increase with a
proliferation of game subscription services and other means of distributing
games disks. If our efforts to promote and maintain our brand are not
successful, our operating results and our ability to attract and retain
subscribers will be affected adversely.

IF WE ARE UNABLE TO MANAGE THE MIX OF SUBSCRIBER ACQUISITION SOURCES, OUR
SUBSCRIBER LEVELS MAY BE AFFECTED ADVERSELY AND OUR MARKETING EXPENSES MAY
INCREASE.

We utilize a mix of incentive-based and fixed-cost marketing programs to
promote our service to potential new subscribers. We obtain a portion of our new
subscribers through our on-line marketing efforts, direct links and our active
affiliate program. While we opportunistically adjust our mix of incentive-based
and fixed-cost marketing programs, we attempt to manage the marketing expenses
to come within a prescribed range of acquisition cost per subscriber. To date,
we have been able to manage our acquisition cost per subscriber; however, if we
are unable to maintain or replace our sources of subscribers with similarly
effective sources, or if the cost of our existing sources increases our
subscriber levels may be affected adversely and our cost of marketing may
increase.

IF WE ARE UNABLE TO CONTINUE USING OUR CURRENT MARKETING CHANNELS, OUR
ABILITY TO ATTRACT NEW SUBSCRIBERS MAY BE AFFECTED ADVERSELY.

We may not be able to continue to support the marketing of our service by
current means if such activities are no longer available to us or are adverse to
our business. In addition, we may be foreclosed from certain channels due to
competitive reasons. If companies that currently promote our service decide to
enter our business or a similar business, we may no longer be given access to
such channels. If the available marketing channels are curtailed, our ability to
attract new subscribers may be affected adversely.

IF WE ARE UNABLE TO COMPETE EFFECTIVELY, OUR BUSINESS WILL BE AFFECTED
ADVERSELY.

The market for in-home gaming products is intensely competitive and subject
to rapid change. Many consumers maintain simultaneous relationships with
multiple in-home entertainment providers and can easily shift spending from one
provider to another. For example, consumers may rent a game from Blockbuster,
buy a game from Wal-Mart and subscribe to our service, or some combination
thereof, all in the same month. Competitors may be able to launch new businesses
at relatively low cost. Game rentals represent only one of many existing and
potential new technologies for playing games. If we are unable to successfully
compete with current and new competitors and technologies, we may not be able to
achieve adequate market share, increase our revenues or achieve profitability.
Our principal competitors include, or could include:

o Game rental outlets, such as Blockbuster and Hollywood Entertainment;
o Game retail stores, such as Best Buy, Wal-Mart and Amazon.com;
o Subscription game rental services, such as GameFly and GameznFlix; and
o Online game sites, such as Rcade.com.

Many of our competitors have longer operating histories, larger customer
bases, greater brand recognition and significantly greater financial, marketing
and other resources than we do. Some of our competitors have adopted, and may
continue to adopt, aggressive pricing policies and devote substantially more
resources to marketing and Web site and systems development than we do. The
growth of our on-line subscription business since our inception may attract
direct competition from larger companies with significantly greater financial
resources and national brand recognition. Increased competition may result in
reduced operating margins, loss of market share and reduced revenues. In
addition, our competitors may form or extend strategic alliances with
manufacturers and distributors that could adversely affect our ability to obtain
titles on favorable terms.

IF WE EXPERIENCE DELIVERY PROBLEMS OR IF OUR SUBSCRIBERS OR POTENTIAL
SUBSCRIBERS LOSE CONFIDENCE IN THE US MAIL SYSTEM, WE COULD LOSE SUBSCRIBERS,
WHICH COULD ADVERSELY AFFECT OUR OPERATING RESULTS.

We rely exclusively on the U.S. Postal Service to deliver game disks from our
DC's and to return the game disks to us from our subscribers. We are subject to
risks associated with using the public mail system to meet our shipping needs,
including delays caused by bioterrorism, potential labor activism and inclement
weather. Our games are also subject to risks of breakage during delivery and
handling by the U.S. Postal Service. Increased breakage rates of our games will
increase our inventory costs due to the replacement of titles.

OUR ARTICLES OF INCORPORATION INCLUDE PROVISIONS TO THE EFFECT THAT WE MAY
INDEMNIFY ANY DIRECTOR, OFFICER, OR EMPLOYEE. IN ADDITION, PROVISIONS OF NEVADA
LAW PROVIDE FOR SUCH INDEMNIFICATION.

Any indemnification of directors, officer, or employees, could result in
substantial expenditures being made by our company in covering any liability of
such persons or in indemnifying them. If we are required to incur expenditures
as a result of indemnification of our directors, officers or employees for any
reason our net income will decrease as a result of increased expenses.

WE COULD FAIL TO ATTRACT OR RETAIN KEY PERSONNEL, WHICH COULD BE DETRIMENTAL
TO OUR OPERATIONS.

Our success largely depends on the efforts and abilities of John P. Gorst,
Chief Executive Officer, M. Carroll Benton, Chief Financial Officer, William M.
Wright, III, Chief Operating Officer, and Asra Rasheed, President. The loss of
the services of any of these individuals could materially harm our business
because of the cost and time necessary to find their successors. Such a loss
would also divert management attention away from operational issues. We do not
presently maintain key-man life insurance policies on our officers. We also have
other key consultants and outside contractors who manage our operations, and if
we were to lose their services, senior management would be required to expend
time and energy to find and train their replacements. To the extent that we are
smaller than our competitors and have fewer resources we may not be able to
attract the sufficient number of qualified staff.

WE ARE SUBJECT TO PRICE VOLATILITY DUE TO OUR OPERATIONS MATERIALLY
FLUCTUATING.

o our ability to retain existing gaming subscribers and ISP customers;
o our ability to attract gaming subscribers and ISP customers at a steady
rate;
o our ability to maintain subscriber and customer satisfaction;
o the extent to which our subscriber services and ISP products gain market
acceptance;
o introductions of products and services by competitors;
o price competition in the markets in which we compete;
o our ability to attract, train, and retain skilledmanagement;
o the amount and timing of operating costs and capital expenditures relating
to the expansion of our business, operations, and infrastructure; and
o general economic conditions and economic conditions specific to the
Internet service and gaming industry.

IF WE ARE UNABLE TO RESPOND TO THE RAPID CHANGES IN TECHNOLOGY AND SERVICES,
WHICH CHARACTERIZE OUR GAME RENTAL AND ISP SERVICES, OUR BUSINESS AND FINANCIAL
CONDITION COULD BE NEGATIVELY AFFECTED.

Our game rental and ISP operations are directly impacted by changes in the
Internet services industry. The Internet products and services industry is
subject to rapid technological change, frequent new product and service
introductions and evolving industry standards. Changes in technology could
affect the market for our services. We believe that our future success will
depend largely on our ability to anticipate or adapt to such changes, to offer
on a timely basis, services and products that meet these evolving standards and
demand of our customers. We cannot offer any assurance that we will be able to
respond successfully to these or other technological changes, or to new products
and services offered by our current and future competitors, and cannot predict
whether we will encounter delays or problems in these areas, which could have a
material adverse affect on our business, financial condition and results of
operations.

WE MAY BE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY ADEQUATELY OR COST
EFFECTIVELY, WHICH MAY CAUSE US TO LOSE MARKET SHARE OR REDUCE PRICES.

Our future success depends significantly on our ability to protect and
preserve its proprietary rights related to its technology and resulting
products. We cannot assure you that we will be able to prevent third parties
from using our intellectual property rights and technology without our
authorization. While we intend to pursue aggressively efforts to obtain patent
protection for our technology, we will also rely on trade secrets, common law
trademark rights and trademark registrations, as well as confidentiality and
work for hire development, assignment and license agreements with employees,
consultants, third party developers, licensees and customers. However, these
measures afford only limited protection and may be flawed or inadequate. Also,
enforcing intellectual property rights could be costly and time-consuming and
could distract management's attention from operating business matters.

OUR INTELLECTUAL PROPERTY MAY INFRINGE ON THE RIGHTS OF OTHERS, RESULTING IN
COSTLY LITIGATION.

In recent years, there has been significant litigation in the United States
involving patents and other intellectual property rights. In particular, there
has been an increase in the filing of suits alleging infringement of
intellectual property rights, which pressure defendants into entering settlement
arrangements quickly to dispose of such suits, regardless of their merits. Other
companies or individuals may allege that we infringe on their intellectual
property rights. Litigation, particularly in the area of intellectual property
rights, is costly and the outcome is inherently uncertain. In the event of an
adverse result, we could be liable for substantial damages and we may be forced
to discontinue our use of the subject matter in question or obtain a license to
use those rights or develop non-infringing alternatives. Any of these results
would increase our cash expenditures, adversely affecting our financial
condition.

WE MAY NOT BE ABLE TO MANAGE OUR GROWTH EFFECTIVELY, WHICH COULD ADVERSELY
AFFECT OUR OPERATIONS AND FINANCIAL PERFORMANCE.

The ability to manage and operate our business as we execute our development
and growth strategy will require effective planning. Significant rapid growth
could strain our internal resources, and other problems that could adversely
affect our financial performance. We expect that our efforts to grow the game
rental services will place a significant strain on our personnel, management
systems, infrastructure and other resources. Our ability to manage future growth
effectively will also require us to successfully attract, train, motivate,
retain and manage new employees and continue to update and improve our
operational, financial and management controls and procedures. If we do not
manage our growth effectively, our operations could be adversely affected,
resulting in slower growth and a failure to achieve profitability.

BEING A PUBLIC COMPANY INCREASES ADMINISTRATIVE COSTS, WHICH COULD RESULT IN
LOWER NET INCOME, AND MAKE IT MORE DIFFICULT FOR US TO ATTRACT AND RETAIN KEY
PERSONNEL.

As a public company, we incur significant legal, accounting and other
expenses. The Sarbanes-Oxley Act of 2002, as well as new rules subsequently
implemented by the SEC, has required changes in corporate governance practices
of public companies. We expect that these new rules and regulations will
increase our legal and financial compliance costs and make some activities more
time consuming. These new rules and regulations could also make it more
difficult for us to attract and retain qualified executive officers and
qualified members of our Board of Directors, particularly to serve on our audit
committee.

RISKS RELATED TO OUR COMMON STOCK

OUR COMMON STOCK MAY BE AFFECTED BY LIMITED TRADING VOLUME AND MAY FLUCTUATE
SIGNIFICANTLY, WHICH MAY AFFECT OUR STOCKHOLDERS' ABILITY TO SELL SHARES OF OUR
COMMON STOCK.

There has been a limited public market for our common stock and there can be
no assurance that a more active trading market for our common stock will
develop. An absence of an active trading market could adversely affect our
stockholders' ability to sell our common stock in short time periods, or
possibly at all. Our common stock has experienced, and is likely to experience
in the future, significant price and volume fluctuations, which could adversely
affect the market price of our common stock without regard to our operating
performance. In addition, we believe that factors such as quarterly fluctuations
in our financial results and changes in the overall economy or the condition of
the financial markets could cause the price of our common stock to fluctuate
substantially. These fluctuations may also cause short sellers to enter the
market from time to time in the belief that we will have poor results in the
future. We cannot predict the actions of market participants and, therefore, can
offer no assurances that the market for our stock will be stable or appreciate
over time. The factors may negatively impact stockholders' ability to sell
shares of our common stock.

STANDARDS FOR COMPLIANCE WITH SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002
ARE UNCERTAIN, AND IF WE FAIL TO COMPLY IN A TIMELY MANNER, OUR BUSINESS COULD
BE HARMED AND OUR STOCK PRICE COULD DECLINE.

Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of
2002 require annual assessment of our internal control over financial reporting,
and attestation of its assessment by our independent registered public
accountants. The SEC has extended the compliance dates for certain filers and,
accordingly, we believe that this requirement will first apply to our annual
report for fiscal 2008. The standards that must be met for management to assess
the internal control over financial reporting as effective are new and complex,
and require significant documentation, testing and possible remediation to meet
the detailed standards. We may encounter problems or delays in completing
activities necessary to make an assessment of our internal control over
financial reporting. In addition, the attestation process by our independent
registered public accountants is new and we may encounter problems or delays in
completing the implementation of any requested improvements and receiving an
attestation of its assessment by our independent registered public accountants.
If we cannot assess our internal control over financial reporting as effective,
or our independent registered public accountants are unable to provide an
unqualified attestation report on such assessment, investor confidence and share
value may be negatively impacted.

OUR COMMON STOCK COULD BE CONSIDERED A "PENNY STOCK" AND MAY BE DIFFICULT TO
SELL.

Our common stock could be considered to be a "penny stock" if it meets one or
more of the definitions in Rules 15g-2 through 15g-6 promulgated under Section
15(g) of the Exchange Act. These include but are not limited to the following:
(i) the stock trades at a price less than $5.00 per share; (ii) it is not traded
on a "recognized" national exchange; (iii) it is not quoted on the NASDAQ Stock
Market, or even if so quoted, has a price less than $5.00 per share; or (iv) is
issued by a company with net tangible assets less than $2,000,000, if in
business longer than three continuous years, or with average revenues of less
than $6,000,000 for the past three years. The principal result or effect of
being designated a "penny stock" is that securities broker-dealers cannot
recommend the stock but must trade in it on an unsolicited basis.

Additionally, Section 15(g) of the Exchange Act and Rule 15g-2 promulgated
thereunder by the SEC require broker-dealers dealing in penny stocks to provide
potential investors with a document disclosing the risks of penny stocks and to
obtain a manually signed and dated written receipt of the document before
effecting any transaction in a penny stock for the investor's account.

Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the
account of any investor for transactions in such stocks before selling any penny
stock to that investor. This procedure requires the broker-dealer to:

(i) obtain from the investor information concerning his or her financial
situation, investment experience and investment objectives;
(ii) reasonably determine, based on that information, that transactions in
penny stocks are suitable for the investor and that the investor has
sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions;
(iii) provide the investor with a written statement setting forth the basis
on which the broker-dealer made the determination in (ii) above; and
(iv) receive a signed and dated copy of such statement from the investor,
confirming that it accurately reflects the investor's financial
situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for
holders of our common stock to resell their shares to third parties
or to otherwise dispose of them in the market or otherwise.

THERE IS NO ASSURANCE OF AN ESTABLISHED PUBLIC TRADING MARKET, WHICH WOULD
ADVERSELY AFFECT THE ABILITY OF INVESTORS IN GOTTAPLAY TO SELL THEIR SECURITIES
IN THE PUBLIC MARKET.

Even though our shares of common stock are expected to continue to be quoted
on the OTC Bulletin Board, we cannot predict the extent to which a trading
market will develop or how liquid that market might become. In addition, most
common shares outstanding after the Merger, including the shares issued to
Gotaplay stockholders, are "restricted securities" within the meaning of Rule
144 promulgated by the SEC, and will therefore be subject to certain limitations
on the ability of holders to resell such shares. Accordingly, holders of our
common stock may be required to retain their shares for an indefinite period of
time. We are a party to certain agreements and holders of its warrants requiring
it, under certain circumstances, to use its best efforts to prepare and file
with the Securities and Exchange Commission a registration statement on an
appropriate form covering the offer and resale to the public of the shares of
our common stock upon exercise of the warrants. Consequently, we may expect to
prepare and file with the Securities and Exchange Commission as soon as
practical, and to use our best efforts to cause to be declared effective, such a
registration statement.

The OTC Bulletin Board is an inter-dealer, over-the-counter market that
provides significantly less liquidity than the NASD's automated quotation system
(the "NASDAQ Stock Market"). Quotes for stocks included on the OTC Bulletin
Board are not listed in the financial sections of newspapers, as are those for
the NASDAQ Stock Market. Therefore, prices for securities traded solely on the
OTC Bulletin Board may be difficult to obtain and holders of common stock may be
unable to resell their securities at or near their original offering price or at
any price. Market prices for our common stock will be influenced by a number of
factors, including:

o the issuance of new equity securities pursuant to a future offering;

o changes in interest rates;

o competitive developments, including announcements by competitors of new
products or services or significant contracts, acquisitions, strategic
partnerships, joint ventures or capital commitments;

o variations in quarterly operating results;

o change in financial estimates by securities analysts;

o the depth and liquidity of the market for Gottaplay's common stock;

o investor perceptions of Gottaplay and of game rental generally; and

o general economic and other national conditions.

THE AUTHORIZATION AND ISSUANCE OF PREFERRED STOCK MAY PREVENT OR DISCOURAGE A
CHANGE IN OUR MANAGEMENT.

We are authorized to issue up to 5,000,000 shares of preferred stock without
stockholder approval. Such shares will have terms, conditions, rights,
preferences and designations as the Board may determine. The rights of the
holders of our common stock will be subject to, and may be adversely affected
by, the rights of the holders of any preferred stock that may be issued in the
future. The issuance of preferred stock, while providing desirable flexibility
in connection with possible acquisitions and other corporate purposes, could
have the effect of discouraging a person from acquiring a majority of our
outstanding common stock.

IT MAY BE DIFFICULT FOR A THIRD PARTY TO ACQUIRE US, AND THIS COULD DEPRESS
OUR STOCK PRICE.

Nevada corporate law includes provisions that could delay, defer or prevent a
change in control of our company or our management. These provisions could
discourage information contests and make it more difficult for you and other
stockholders to elect directors and take other corporate actions. As a result,
these provisions could limit the price that investors are willing to pay in the
future for shares of our common stock. For example:

o without prior stockholder approval, the Board of Directors has the
authority to issue one or more classes of preferred stock with rights
senior to those of common stock and to determine the rights,
privileges and inference of that preferred stock;
o there is no cumulative voting in the election of directors, which
would otherwise allow less than a majority of stockholders to elect
director candidates; and
o stockholders cannot call a special meeting of stockholders.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock.
We do not anticipate paying any cash dividends to stockholders in the
foreseeable future. In addition, any future determination to pay cash dividends
will be at the discretion of the Board of Directors and will be dependent upon
our financial condition, results of operations, capital requirements, and such
other factors as the Board of Directors deem relevant.

BUSINESS OF THE COMPANY

OVERVIEW

Gottaplay Interactive, Inc. (the "Company") was formed in Nevada in
July 2004 under the name of Donobi, Inc. and is the successor to H-NET.NET,
Inc., which was formed under the laws of Colorado in May 1986. On July 24, 2006,
pursuant to a Merger Agreement (the "Agreement"), Gotaplay Interactive, Inc.
("Gotaplay"), a privately held Nevada corporation, merged with Donobi, Inc. In
accordance with the Agreement, the Registrant (a) completed a one for 6 reverse
stock split; (b) issued 17,744,618 post-reverse split shares of common stock to
the former stockholders of Gotaplay; (c) amended the Articles of Incorporation
by changing the name of the Registrant from Donobi, Inc. to Gottaplay
Interactive, Inc.; and, (d) except for William M. Wright, III and Norm Johnson,
the directors of the Registrant resigned and the three former directors of the
Gotaplay were elected to the board of directors of Registrant. As a result of
the Merger, voting control changed and, except for Mr. William M. Wright, III,
who remained as Chief Operating Officer, the other current officers resigned and
were replaced by Officers selected by Gotaplay's management (see "Directors and
Executive Officers").

Upon consummation of the Merger we assumed all of the business
operations of Gotaplay to include their assets, their debts and their
commitments, such as leases and consultant agreements. We now operate two
divisions, one division for our Internet connectivity and one division for the
video game subscriptions and rentals.

Gottaplay Interactive, Inc.'s primary business division is on-line
video game rental subscriptions (the " Rental Game Division") dedicated to
providing customers a quality rental experience through our web site,
www.gottaplay.com. The service is an alternative to store based gaming rentals.
We currently provide rental services to our subscribers, and we plan to offer
the option to purchase new or used video game titles at a discounted price. We
seek to provide customers with a large selection of video game rental choices on
a monthly subscription basis. Customers can sign-up via the web page to rent
and/or buy video games of their choice. The titles are then shipped to the
customer via first class mail once they have made their selection(s). Active
subscribers can retain the games for an indefinite amount of time as long as
they are active paying subscribers. Customers can exchange their selections at
anytime by returning their game(s) in the pre-paid and pre-addressed package
provided.

Our other division (DBA Donobi) operates as an Internet service
provider ("ISP") with operations in Washington, Oregon and Hawaii, offering
Internet connectivity to individuals, multi-family housing, businesses,
organizations, educational institutions and government agencies. We provide high
quality, reliable and scalable Internet access, web hosting and development,
equipment co-location, and networking services to underserved rural markets. Our
overall strategy is to become the dominant Internet service provider for
residents and small to medium-sized businesses within rural and semi-rural areas
in the United States. Our current focus is within the states of Washington,
Oregon and Hawaii.

We are headquartered at 3226 Rosedale Street, Suite 200, Gig Harbor,
Washington 98335 and our telephone number is (253) 853-4145. We also maintain
Internet sites on the World Wide Web ("WWW") at WWW.GOTTAPLAY.COM and
WWW.DONOBI.COM. Information contained on our Web sites is not and should not be
deemed to be a part of this Form 10-KSB.

BUSINESS OVERVIEW

ON-LINE VIDEO GAME RENTAL SERVICES

In the United States, we are providing subscribers monthly access to a
comprehensive library of gaming titles. We have multiple subscription plans,
which allow subscribers to have one to three titles out at the same time with no
due dates, late fees or shipping charges for plans ranging from $12.95 to $28.95
per month. Subscribers can receive an unlimited amount of titles in a month.
Aided by our subscriber rating system, subscribers select titles on our web
site, receive them by first-class mail, which are returned by them at their
convenience using our prepaid mailers. Once a title has been returned, we mail
the next available title in the subscriber's queue.

We utilize proprietary technology developed internally to manage the
processing and distribution of our comprehensive library of games from its
network of Distribution Centers nationwide. Our Game Distribution System is a
network of administrative functions including Order Fulfillment, Inventory
Forecasting and Procurement, Inventory Control, Billing and Customer Service.
Through our GDS network, distribution centers can communicate with each other to
determine which games can be sent out to subscribers enabling maximum usage of
on hand inventory throughout the entire company, which in turn reduces the
amount of inventory purchases that we need to make. The software has an
automated process of tracking and routing titles to and from each of our DC's
and allocates order responsibilities among them. Our proprietary GDS software
provides us with the opportunity to scale up our operation at any given time.

Through several pilot marketing programs conducted over the last 12
months, we expect our subscriber base will experience rapid growth. This is due,
primarily, to the rapid consumer adoption of console game players, our
comprehensive library of titles, timely delivery of games to the subscriber,
effective web and affiliate marketing programs and excellent customer service.

Currently, we promote our service to consumers through various
marketing and advertising programs, such as on-line promotions. To date, this
has been our main source of marketing. However, television advertising, magazine
and newspaper insertions, college campus alliances, grocery and pharmacy chain
marketing, and the development of strategic relationship with leading game
console manufacturers and promotions with other third parties will be
implemented upon the funding of the business. These programs are designed to
encourage consumers to subscribe to our service, which includes a trial period.
At the end of the trial period, subscribers are automatically enrolled as paying
subscribers, unless they cancel their subscription. Approximately 74 percent of
trial subscribers become paying subscribers. All paying subscribers are billed
monthly.

We stock almost every title available on, excluding adult content.
Games are shipped throughout the United States. Although we currently have nine
distribution centers located throughout the United States, games can still take
up to five days to reach certain subscribers. This is generally a barrier to
adding or retaining subscribers. However, we have engaged several strategic
partners that will offer a substantially flexible distribution network, which
will give us several more strategically located distribution points throughout
the United States. These distribution centers will allow us to provide the
delivery and return service to our subscribers generally in one to two days.

We are focused on growing our subscriber base and revenues and
utilizing our proprietary technology to minimize operating costs. The technology
is extensively employed to manage and integrate this division, including a
website interface, order processing, fulfillment operations and customer
service. We believe our technology also allows us to maximize the library
utilization and to run the fulfillment operations in a flexible manner with
minimal capital requirements.

All of the video game rental revenues are generated in the United
States, and substantially all the revenues are derived from monthly subscription
fees.

GOTTAPLAY'S WEB SITE--WWW.GOTTAPLAY.COM.

We have applied substantial resources to plan, develop and maintain
proprietary technology to implement the features of our web site, such as
subscription account signup and management, inventory optimization, overall
subscriber satisfaction, and customer support. The software is written in a
variety of programming languages and runs on industry standard platforms.

We believe our dynamic software optimizes subscriber satisfaction and
management of the library by allowing each subscriber to view its current queue
and rental history, as well as current inventory levels and real-time
availability. The proprietary software also enables subscribers to prioritize
their selections. In addition, the proprietary game search engine indexes its
extensive library by title, genre, developer and publisher among others.

The proprietary software has been developed keeping scalability at its
core. Expanding operations, including the roll-out of new distribution centers
can be done with ease and in the most effective manner of time requiring the
least amount of resources. The software has enabled the network of distribution
centers across the country to communicate with one another in a real-time
environment resulting in optimum levels of operation, delivery and customer
satisfaction.

The Gottaplay website signup and management tools provide an easy to
use subscriber interface familiar to on-line shoppers. We have integrated a
real-time postal address validation to help subscribers enter correct postal
addresses and to determine the additional postal address fields required to
assure speedy and accurate delivery. We use an on-line credit card authorization
service to help the subscribers avoid typographic errors in their credit card
entries. These features help prevent fraud and subscriber disappointment
resulting from failures to initiate a trial subscription.

Throughout the website, we have extensive measurement and testing
capabilities, allowing us to continuously optimize our website for our needs as
well as those of our subscribers. We use random control testing extensively.

Our website is run on hardware and software co-located at a service
provider offering reliable network connections, power, air conditioning and
other essential infrastructure. We manage the website 24 hours a day, seven days
a week. We utilize a variety of proprietary software, freely available and
commercially supported tools, integrated in a system designed to rapidly and
precisely diagnose and recover from failures. We conduct upgrades and
installations of software in a manner designed to minimize disruptions to its
subscribers.

MERCHANDIZING

All subscribers and site visitors are given many opportunities to rate
titles. We also provide ratings, reviews and third party recommendations to
assist them with selecting and prioritizing their queue. The game rating service
is used to help subscribers compare rating and recommendations from our on-line
shared community of gamers, as well as our "Content on Demand" service, to
further assist in the selection process of renting games. Reviews, ratings and
discussions are compiled through our on-line shared gaming community and then
displayed on our website for use by our subscribers. "Content on Demand" is an
exclusive service offered to our subscribers, which provides subscribers with
reviews, screenshots, trailers and industry ratings.

We also provide subscribers with decision support information about
each title in its library. This information includes:

o Factual data, including rating, special game features and screen formats;
and
o Editorial perspective, including plot synopses, game trailers and reviews
written by our editors, third parties and by other Gottaplay.com
subscribers.

MARKETING

The video game rental division has multiple marketing channels through
which we attract subscribers to this service. On-line advertising is the largest
source of new subscribers. We advertise the service on-line through paid search
listings, permission based e-mails, banner ads, and text on popular web portals
and other websites. In addition, we have an affiliate program whereby we make
available web-based banner ads and other advertisements that third parties may
retrieve on a self-assisted basis from our web site. Third parties that place
their advertisements and generate on-line subscriber referrals are generally
paid a cash bounty for each subscriber referred to us, with no minimum or
maximum amounts for which we are liable.

We believe the paid marketing efforts programs will significantly
enhance subscriber referrals. During 2006, on-line and advertising accounted for
approximately 95 percent of all new trial subscribers.

We will also market through an aggressive offline retail program
through gift card subscriptions. The cards will be sold at grocery, pharmacy and
other mass merchants. A commission will be paid on each sale to the
participating retailer. We intend to work with a number of other channels on an
opportunistic basis. We also intend to develop relationships with leading
consumer electronics and video retailers, which involve a variety of promotional
efforts using point-of-sale materials, stickers on product packaging and other
items to promote "Gottaplay.com" in their stores and those of their
subsidiaries. In addition, and contingent on the securing of proper financing,
we will launch television advertising campaigns in select markets beginning in
the third quarter of 2007.

SUPPLIERS

We will acquire inventory either through revenue sharing agreements or
direct purchases from distributors, wholesalers and manufacturers. Under the
anticipated revenue sharing agreements with game developers and distributors, we
generally would obtain titles for a low initial cost in exchange for a
commitment to share a percentage of the subscription revenues for a defined
period of time. After the revenue sharing period expires, the agreements
generally grant us the right to acquire the title for a minimal cost. Currently,
the inventory has been by direct purchases from distributors and wholesalers.

FULFILLMENT OPERATIONS

We currently stock more than 3,500 titles. We have allocated resources
for the development, maintenance and testing of the proprietary technology that
helps us manage the fulfillment of individual orders and the integration of our
web site, transaction processing systems, fulfillment operations, inventory
levels and coordination of the distribution centers.

With nine operating distribution centers, strategically located
throughout the United States, we believe the DCs allow us to improve the
subscription experience for subscribers by shortening the transit time for the
games through the U.S. Postal Service. Our mission is to continuously improve on
the delivery transit time to each subscriber resulting in less attrition and
greater subscriber retention. We continue to work closely with the United States
Postal Service in an effort to improve the operations and to reach the near term
goal of providing one-day delivery service to approximately 45 percent of the
U.S. population or 60% of the subscriber base. Our goal is to gradually increase
one-day coverage as we roll out additional distribution centers (based on
subscriber concentration) to meet the growing demand.

CUSTOMER SERVICE

We believe our ability to establish and maintain long-term
relationships with subscribers depend, in part, on the strength of our customer
support and service operations. We encourage and utilize frequent communication
with and feedback from the subscribers in order to continually improve the web
site and our service. Our customer service center is open seven days a week. We
primarily utilize e-mail to proactively correspond with subscribers. We also
offer phone support for subscribers who prefer to talk directly with a customer
service representative. This division will focus on eliminating the causes of
customer support calls and automating certain self-service features on the web
site, such as the ability to report and correct most shipping problems.

COMPETITION

The market for in-home video game entertainment is intensely
competitive and subject to rapid change. Many consumers maintain simultaneous
relationships with multiple in-home game entertainment providers and can easily
shift spending from one provider to another. For example, consumers may rent a
game from Blockbuster, buy a game from Wal-Mart and subscribe to Gottaplay, or
some combination thereof, all in the same month.

Game rental outlets and retailers with whom we compete include
Blockbuster, Hollywood Entertainment, Amazon.com, Wal-Mart Stores and Best Buy.
We believe our scalable business model, the subscription service with home
delivery and access to our comprehensive library of titles compete favorably
against traditional game rental outlets.

We also compete against other on-line game subscription services, such
as GameFly.com, NumbThumb.com and GameZnFlix among others.

On-line video gaming (OVG) has received considerable media attention
recently. Within a few years, we believe OVG will become widely available to
Internet enabled game consoles subscribers. OVG carries as many titles as can be
effectively merchandized on a game console platform, which we believe to be
generally up to 100 recent releases. For consumers who primarily want the latest
big releases, OVG may be a convenient distribution channel. We believe this
strategy of developing a large and growing subscriber base and the ability to
personalize the library to each subscriber by leveraging the extensive database
of user preferences, also positions us favorably, to provide digital
distribution of filmed entertainment as that market develops. We will also begin
to enter the OVG market in 2007 offering gaming servers to allow gamers to play
each other over the Internet.

INTELLECTUAL PROPERTY

We use a combination of copyright, trade secret laws and
confidentiality agreements to protect our proprietary intellectual property. We
intend to aggressively register the trademark for the "Gottaplay.com" name and
copyrights on the content of our web site. We intend to file applications for
additional trademarks as well.

Enforcement of intellectual property rights is costly and time
consuming. To date, we have relied primarily on proprietary processes and
know-how to protect our intellectual property. It is uncertain if and when
patent and trademark applications may be allowed and whether they will provide
us with a competitive advantage.

From time to time, we may encounter disputes over rights and
obligations concerning intellectual property. We believe our service offering
does not infringe the intellectual property rights of any third party. However,
there can be no assurance that we will prevail in any intellectual property
dispute.

GOVERNMENT REGULATION

There are currently few laws or regulations directly governing access
to, or commerce upon, the Internet. Due to the increasing popularity and use of
the Internet, it is possible that a number of laws and regulations may be
adopted with respect to the Internet, covering issues such as user privacy,
pricing and characteristics and quality of products and services.

Such legislation could dampen the growth in the use of the Internet
generally and decrease the acceptance of the Internet as a communications and
commercial medium, and could, thereby, have a material adverse effect on our
business, results of operations and financial condition. Other nations, such as
Germany, have taken actions to restrict the free flow of material deemed to be
objectionable on the Internet. In addition, several connectivity carriers are
seeking to have connectivity over the Internet regulated by the Federal
Communications Commission in the same manner as other connectivity services. For
example, America's Carriers Connectivity Association has filed a petition with
the Commission for this purpose. In addition, because the growing popularity and
use of the Internet has burdened the existing connectivity infrastructure and
many areas with high Internet use have begun to experience interruptions in
phone service, local telephone carriers, such as Pacific Bell, have petitioned
the Commission to regulate Internet service providers and on-line service
providers, in a manner similar to long distance telephone carriers and to impose
access fees on these service providers. If either of these petitions is granted,
or the relief sought therein is otherwise granted, the costs of communicating on
the Internet could increase substantially, potentially slowing the growth in use
of the Internet, which could in turn decrease the demand for our products.

Also, it is possible that laws will be adopted or current laws
interpreted in a manner to impose liability on on-line service providers, such
as us, for linking to third party content providers and other Internet sites
that include materials that infringe copyrights or other rights of others. Such
laws and regulations if enacted could have an adverse effect on our business,
operating results and financial condition. Moreover, the applicability to the
Internet upon the existing laws governing issues such as property ownership,
copyright defamation, obscenity and personal privacy is uncertain, and we may be
subject to claims that our services violate such laws. Any such new legislation
or regulation or the application of existing laws and regulations to the
Internet could have a material adverse effect on our business, operating results
and financial condition.

EMPLOYEES

As of June 1, 2007, the video rental division has 14 full-time
employees/officers. Six of these employees are engaged in sales, marketing and
operations, four are engaged in finance and administration and four are engaged
in our DC operations. None of the employees are represented by a labor union or
a collective bargaining agreement. We consider our relations with these
employees to be good.

In addition, we use the services of contract labor provided by
personnel agencies, along with independent consultants.

ISP OPERATIONS

Our ISP division is currently organized into three major parts that are
closely integrated for maximum customer support and service. The three elements
are: (i) Internet Services, consisting principally of ISP, email accounts, web
site design and hosting, electronic commerce, database design, consulting,
implementation, and reporting services; (ii) Shared Tenant Services, consisting
principally of multi-user broadband access, wireless technology, and wide area
networking; and (iii) DONOBi Fiber, consisting principally of fiber optic
connectivity, digital audio and video, video on demand and internet telephone
service.

CUSTOMER SERVICE

We currently provide customer service and technical support directly to
our customers (versus outsourcing). We view customer service as one of the most
important components of our business and pride ourselves on a high quality and
responsive customer service department. In addition to customer service for our
ISP customers, we provide the base support for the game rental division.

COMPETITION

Our current and prospective competitors include many large companies
that have substantially greater market presence, financial, technical, marketing
and other resources than we have. We compete directly or indirectly with the
following categories of companies:

Established national on-line services, such as AOL, MSN, Comcast and
United On-line; local and regional ISPs; national telecommunications companies;
regional bells operating broadband providers such as cable providers and utility
companies; and local and long distance telephone companies, such as Bell South,
Verizon and AT&T.

The Technology Network (TechNet), a national network of CEO's from the
nation's leading technology companies has set out a series of objects to support
and encouraged the government "...to make broadband a national priority and to
set a goal of making an affordable 100-megabits per second broadband connection
available to 100 million American homes and small businesses by 2010....with a
potential impact of $500 billion on the United States economy... true broadband
is the key to the next generation of communications and Internet services."(6)
WWW.IDCRESEARCH.COM President Bush emphasized, "in order to make sure the
economy grows, we must bring the promise of broadband technology to millions of
Americans." A large part of this growth will occur in outlying areas.

INTELLECTUAL PROPERTY

We do not have any registered trademarks. We utilize the trade names:
DONOBi, Inc; DONOBi.com; DONOBi HotSpot; Velociti; DONOBi DSL; KOA Internet,
Inc.; and Hawaiian.net.

MARKETING

Our marketing for Internet services has consisted of direct marketing,
community event advertising, print ads, and radio advertising. Future
advertising will consist of bundling of services with other divisions within the
corporation for added value to the customer.

SUPPLIERS

Our primary suppliers are larger telecommunications companies (Qwest
and Sprint/Embarq) that provide DSL connectivity and T1 lines; local Public
Utility Districts that supply us with Fiber to the Home connections; and
wholesale dial up aggregators that supply a portion of our dial up phone
connections to the Internet. While we rely on each of these to provide service
to us, for us to in turn service our customers, no single supplier would affect
all the customers.

EMPLOYEES

As of April 15, 2007, the ISP division of our business has 10 full-time
employees. Three of these are in customer service, five are engaged in technical
operation and consulting, one in operations and two are in finance. None of the
employees are represented by a labor union or a collective bargaining agreement.
We consider our relations with these employees to be good.

REAL PROPERTY

We are headquartered at 3226 Rosedale Street, Suite 200, Gig Harbor,
Washington 98335 and our telephone number is (253) 853-4145. We lease
approximately 1,500 square feet on a three (3) year lease and pay a monthly fee
of approximately $2,700 for the use of these facilities. In addition, within the
same Gig Harbor business complex, we lease two (2) other offices on a six month
lease for an approximate total $1,150 per month. These satellite offices are
used for inventory management and other administrative operations.

We lease approximately 1,900 square feet of office space at 200 N
Harbor Blvd Ste 201, Anaheim, CA 92805. We pay approximately $2,145 on a one (1)
year lease. Our marketing and one of our distribution centers is housed in this
facility.

We lease facilities at 3256 Chico Way NW, Bremerton, WA 98312, which
houses our ISP operations. We pay approximately $4,800 a month for approximately
3,600 square feet on a six month lease ending May 2007.

We lease facilities in Pittsburgh, PA, which houses a distribution
center. We pay approximately $800 per month for an initial term of eighteen (18)
months.

We lease two facilities in Miami Beach, FL, which houses a distribution
center and an executive office. We pay approximately $3,913 per month for an
initial term of six (6) months.

Our outsourced DC's are located in Northfield, CT, Atlanta, GA,
Washington, DC, Sugarland, TX, Denver, CO, Chicago, IL and Phoenix, AZ. Each of
these facilities are owned and operated by strategic distribution contractors at
a cost of $2,500 per month.

We believe these arrangements are adequate to support our short term
operations.

We have a co-location arrangement for our server equipment with Shore
Drive Associates in Silverdale, WA for which we pay on a monthly fee of $800 on
a month to month arrangement.

AUDIT COMMITTEE

We do not have a separately designated standing audit committee.
Pursuant to Section 3(a) (58) (B) of the Exchange Act, the entire Board of
Directors acts as an audit committee for the purpose of overseeing the
accounting and financial reporting processes, and our audits of the financial
statements. The Commission recently adopted new regulations relating to audit
committee composition and functions, including disclosure requirements relating
to the presence of an "audit committee financial expert" serving on its audit
committee. In connection with these new requirements, our Board of Directors
examined the Commission's definition of "audit committee financial expert" and
concluded that we do not currently have a person that qualifies as such an
expert. Presently, there are only five (5) directors serving on our Board, and
we are not in a position at this time to attract, retain and compensate
additional directors in order to acquire a director who qualifies as an "audit
committee financial expert", but we intend to retain an additional director who
will qualify as such an expert, as soon as reasonably practicable. While neither
of our current directors meets the qualifications of an "audit committee
financial expert", each of our directors, by virtue of his past employment
experience, has considerable knowledge of financial statements, finance, and
accounting, and has significant employment experience involving financial
oversight responsibilities. Accordingly, we believe that our current directors
capably fulfill the duties and responsibilities of an audit committee in the
absence of such an expert.

CODE OF ETHICS

We are presently working with our legal counsel to prepare and adopt a
code of ethics that applies to our principal chief executive officer, principal
financial officer, principal accounting officer or controller, or persons
performing similar functions (the "Code of Ethics"). The Code of Ethics is being
designed with the intent to deter wrongdoing, and to promote the following:

o Honest and ethical conduct, including the ethical handling of actual or
apparent conflicts if interest between personal and professional
relationships,

o Full, fair, accurate, timely and understandable disclosure in reports and
documents that a small business issuer files with, or submits to, the
Commission and in other public communications made by the small business
issuer,

o Compliance with applicable governmental laws, rules and regulations, o The
prompt internal reporting of violations of the code to an appropriate
person or persons identified in the code,

o Accountability for adherence to the code.

<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

The following discussion and analysis should be read in conjunction with the
consolidated condensed financial statements, including notes thereto, appearing
in this Form 10-QSB and in our September 30, 2006 Amended Annual Report on Form
10-KSB/A.

Some of the information in this Form 10-QSB contains forward-looking statements
that involve substantial risks and uncertainties. You can identify these
statements by forward-looking words such as "may", "will"', "believes",
"anticipates", "estimates", "expects", "continues"' and/or words of similar
import. Forward-looking statements are based upon our management's current
expectations and beliefs concerning future developments and their potential
effects upon us. There may be events in the future that we are not able to
accurately predict or over which we have no control. Our actual results could
differ materially from those anticipated for many reasons in these
forward-looking statements. Factors that could cause or contribute to the
differences include, but are not limited to, availability of financial resources
adequate for short-, medium- and long-term needs, demand for our products and
services and market acceptance, as well as those factors discussed and set forth
under "Risk Factors", "Business", "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and elsewhere in this report.

We believe it is important to communicate our expectations, however, our
management disclaims any obligation to update any forward-looking statements
whether as a result of new information, future events or otherwise.

A more detailed discussion of these factors is presented in our September 30,
2006 Amended Annual Report on Form 10-KSB/A.

APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

GENERAL

Our discussion and analysis of our financial condition and results of operations
as of and for the three and six months ended March 31, 2007 are based upon our
reviewed consolidated condensed financial statements. As such, we are required
to make certain estimates, judgments and assumptions that management believes
are reasonable based upon the information available. We base these estimates on
our historical experience, future expectations and various other assumptions
that we believe to be reasonable under the circumstances, the results of which
form the basis for our judgments that may not be readily apparent from other
sources. These estimates and assumptions affect the reported amounts of assets
and liabilities and the disclosure of contingent assets and liabilities at the
dates of the consolidated financial statements and the reported amounts of
revenue and expenses during the reporting periods. These estimates and
assumptions relate to the collectibility of accounts receivable, the realization
of goodwill, the expected term of a customer relationships, accruals and other
factors. We evaluate these estimates and assumptions on an ongoing basis. Actual
results could differ from those estimates under different assumptions or
conditions, and any differences could be material.

Our consolidated condensed financial statements have been prepared pursuant to
the rules and regulations of the Securities and Exchange Commission ("SEC") and,
in the opinion of management, include all adjustments necessary for a fair
statement of the consolidated condensed results of operations, financial
position, and cash flows for each period presented. Our consolidated condensed
financial statements reflect the results of operations, financial position,
changes in stockholders' deficit and cash flows.

A summary of the significant accounting policies which we believe are the most
critical to aid in fully understanding and evaluating the accompanying
consolidated condensed financial statements include the following:

Revenue Recognition and Deferred Revenues

In accordance with the SEC's Staff Accounting Bulletin No. 104, "Revenue
Recognition", revenue is recognized when persuasive evidence of an arrangement
exists, delivery has occurred, the fee is fixed or determinable, and
collectibility is probable. A summary of each operating division's revenue
recognition procedures follows:

On-Line Video Game Rental Division

We charge $1 for an initial ten-day subscription trial period. At any time
during the initial ten-day period, a new subscriber has the right to rescind
their agreement, but will not receive credit for the $1 charge.

We charge a subscriber's credit card monthly for our services, and thereafter,
until the subscriber cancels his subscription. We recognize subscription revenue
ratably during each subscriber's monthly subscription period. For financial
reporting purposes, we allocate subscription fees over the number of days in the
month for which the fee was charged. All authorized refunds to subscribers are
recorded as a reduction of revenues.

Deferred revenue at March 31, 2007 was $58,278. All deferred revenue is
generally recognized in the following month.

A subscriber has the option to select from one of three rental plans: (a.) For
$12.95 per month, the subscriber is allowed one DVD in his possession, (b.) For
20.95 per month, the subscriber is allowed up to two DVD's in his possession,
and (c.) For $28.95 per month, the subscriber is allowed up to three DVD's in
his possession.

Internet Service Provider Division

Internet related revenues are recorded when they are rendered and earned.
Revenues from support and maintenance contracts are recognized over the term of
the contract. Provisions for discounts and rebates to our customers, estimated
returns and allowances and other adjustments are provided for in the same period
we record the related sales. At March 31, 2007, we reported deferred revenues
and pre-billed revenues totaling $207,789, of which a significant portion will
be fully recognized in the month of April 2007.

Fair Value of Financial Instruments

Financial instruments consist principally of cash, accounts and related party
receivables, trade and related party payables, accrued liabilities, and short
and long-term debt obligations. The carrying amounts of such financial
instruments in the accompanying consolidated condensed balance sheets
approximate their fair values due to their relatively short-term nature. It is
our opinion that we are not exposed to significant currency or credit risks
arising from these financial instruments.

Use of Estimates

The preparation of the consolidated condensed financial statements in conformity
with GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosures of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from our estimates.

Stock-Based Compensation

We account for stock-based compensation in accordance with the Financial
Accounting Standards Board ("FASB") issued Statement of Financial Accounting
Standard No. 123 (R), "Share-Based Payment", which establishes standards for
transactions in which an entity exchanges its equity instruments for goods and
services. This standard replaces SFAS No. 123 and supercedes Accounting
Principles Board ("APB") Opinion No. 25, "Accounting for Stock-Based
Compensation". This standard requires a public entity to measure the cost of
employee services, using an option-pricing model, such as the Black-Scholes
Model, received in exchange for an award of equity instruments based on the
grant-date fair value of the award. This eliminates the exception to account for
such awards using the intrinsic method previously allowable under APB No. 25.
Shares of common stock issued for services rendered by a third party are
recorded at fair market value, generally the quote at the close of market
trading on the day.

Loss Per Common Share

We compute basic and diluted loss per share of common stock by dividing the net
loss by the weighted average number of common shares outstanding available to
common stockholders during the respective reporting period. However, common
stock equivalents have been excluded from the computation of diluted loss per
share of common stock for the three and six months ended March 31, 2007 and
2006, respectively, because their effect would be anti-dilutive.

Reclassifications

Certain reclassifications have been made to the previously reported amounts to
conform to our Company's current year presentation.

Recently Issued Authoritative Accounting Pronouncements

In February 2006, the FASB issued SFAS Statement No. 155, "Accounting for
Certain Hybrid Financial Instruments--an amendment of FASB Statements No. 133
and 140" ("SFAS 155"). This Statement amends FASB Statements No. 133, Accounting
for Derivative Instruments and Hedging Activities, and No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.
This Statement resolves issues addressed in Statement 133 Implementation Issue
No. D1, "Application of Statement 133 to Beneficial Interests in Securitized
Financial Assets." This Statement permits fair value re-measurement for any
hybrid financial instrument that contains an embedded derivative that otherwise
would require bifurcation, clarifies which interest-only strips and
principal-only strips are not subject to the requirements of Statement 133,
establishes a requirement to evaluate interests in securitized financial assets
to identify interests that are freestanding derivatives or that are hybrid
financial instruments that contain an embedded derivative requiring bifurcation,
clarifies that concentrations of credit risk in the form of subordination are
not embedded derivatives and amends Statement 140 to eliminate the prohibition
on a qualifying special-purpose entity from holding a derivative financial
instrument that pertains to a beneficial interest other than another derivative
financial instrument. SFAS 155 is effective for all financial instruments
acquired or issued for the Company for fiscal year begins after September 15,
2006. The adoption of this standard is not expected to have a material effect on
the Company's results of operations or financial position.

In July 2006, the FASB issued FASB Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109" ("FIN
48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized
in the financial statements and prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement of
a tax position taken in a tax return. The Company continues to evaluate the
impact of FIN 48 which is to be adopted effective fiscal years beginning after
December 15, 2006.

In June 2006, the Financial Accounting Standards Board ("FASB") ratified the
provisions of Emerging Issues Task Force ("EITF") Issue No. 06-3, "How Taxes
Collected from Customers and Remitted to Governmental Authorities Should Be
Presented in the Income Statement (That Is, Gross versus Net Presentation)."
EITF Issue No. 06-3 requires that the presentation of taxes within
revenue-producing transactions between a seller and a customer, including but
not limited to sales, use, value added, and some excise taxes, should be on
either a gross (included in revenue and cost) or a net (excluded from revenue)
basis. In addition, for any such taxes that are reported on a gross basis, a
company should disclose the amounts of those taxes in interim and annual
financial statements for each period for which an income statement is presented
if those amounts are significant. The disclosure of those taxes can be done on
an aggregate basis. EITF Issue No. 06-3 is effective for fiscal years beginning
after December 15, 2006, which will be the Company's calendar year 2007. The
adoption of EITF Issue No. 06-3 is not expected to have a material impact on the
Company's results of operations or financial position.

In September 2006, the Securities and Exchange Commission issued Staff
Accounting Bulletin No.108 ("SAB No. 108"), "Considering the Effects of Prior
Year Misstatements when Quantifying Current Year Misstatements". SAB No. 108
requires analysis of misstatements using both an income statement (rollover)
approach and a balance sheet (iron curtain) approach in assessing materiality
and provides for a one-time cumulative effect transition adjustment. SAB No. 108
is effective for the fiscal year beginning November 15, 2006. The adoption of
SAB No. 108 is not expected to have a material impact on the Company's results
of operations or financial position.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
("SFAS 157"). While SFAS 157 formally defines fair value, establishes a
framework for measuring fair value and expands disclosure about fair value
measurements, it does not require any new fair value measurements. SFAS 157
applies under other accounting pronouncements that require or permit fair value
measurements. SFAS 157 is required to be adopted effective January 1, 2008 and
the Company does not presently anticipate any significant impact on its
consolidated financial position, results of operations or cash flows.

In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB
Statements No. 87, 88, 106 and 132(R)" ("SFAS 158"). SFAS 158 requires an
employer to recognize the funded status of its defined benefit pension and other
postretirement plans as an asset or liability in its statement of financial
position and to recognize changes in the funded status in the year in which the
changes occur through other comprehensive income. The funded status of a plan is
measured as the difference between plan assets at fair value and the benefit
obligation, which is represented by the projected benefit obligation for pension
plans and the accumulated postretirement benefit obligation for other
postretirement plans. SFAS 158 requires the recognition, as a component of other
comprehensive income, net of tax, of the gains or losses and prior service costs
or credits that arise during the period but are not recognized as a component of
net periodic benefit cost in accordance with existing accounting principles.
Amounts required to be recognized in accumulated other comprehensive income,
including gains and losses and prior service costs or credits are adjusted as
they are subsequently recognized as components of net periodic benefit cost
pursuant to the recognition and amortization provisions of existing accounting
principles. In addition, SFAS 158 requires plan assets and obligations to be
measured as of the date of the employer's year-end statement of financial
position as well as the disclosure of additional information about certain
effects on net periodic benefit cost for the next fiscal year from the delayed
recognition of the gains or losses and prior service costs or credits.

The Company is required to adopt those provisions of SFAS 158 attributable to
the initial recognition of the funded status of the benefit plans and disclosure
provisions as of December 31, 2006. Those provisions of SFAS 158 applicable to
the amortization of gains or losses and prior service costs or credits from
accumulated other comprehensive income to the net periodic benefit cost are
required to be applied on a prospective basis effective January 1, 2007. The
Company is still in the process of evaluating the impact, if any, of SFAS 158.
However, the Company does not anticipate that the adoption of SFAS 158 will have
any impact on its consolidated financial statements.

Overview, History, Merger and Business

Gottaplay Interactive, Inc. (the "Company") was formed in Nevada in July 2004
under the name of Donobi, Inc. and is the successor to H-NET.NET, Inc., which
was formed under the laws of Colorado in May 1986. On July 24, 2006, pursuant to
a Merger Agreement (the "Agreement"), Gotaplay Interactive, Inc. ("Gotaplay"), a
privately held Nevada corporation, merged with Donobi, Inc. In accordance with
the Agreement, the Registrant: (a.) completed a one for six reverse stock split;
(b.) issued 17,744,618 post-reverse split shares for 100% of the common stock
held by the former stockholders of Gotaplay after the date of merger; (c.)
amended the Articles of Incorporation by changing the name of the Registrant
from Donobi, Inc. to Gottaplay Interactive, Inc.; and, (d.) except for William
M. Wright, III and Norm Johnson, the directors of the Registrant resigned and
the three former directors of the Gotaplay were elected to the board of
directors of the Registrant. As a result of the Merger, voting control changed
and, except for Mr. William M. Wright, III, who remained as Chief Operating
Officer, the other officers of Donobi resigned and were replaced by officers
selected by Gottaplay's management.

Upon consummation of the Merger we assumed the business operations of Gotaplay
to include their assets, their debts and their commitments and obligations, such
as leases and independent consulting agreements. We now operate two distinct
divisions, an on-line video game rental division, and, an Internet connectivity
services division.

On February 28, 2007, our wholly owned subsidiary, Gottaplay Management, Inc.
("GMI"), a Nevada corporation, merged a privately held Florida company, an
on-line video game trading company, called Gamershare, Inc. ("GSI") into its
operations. In consideration for the merger, we paid the former sole shareholder
of GSI $60,000 in cash and issued him 220,000 shares of our $0.001 par value
common stock. The shares were valued at market, or $2.55 per share, on the date
of closing, and the total value of these shares was $561,000. We also agreed to
issue up to another 170,000 shares of our $0.001 par value common stock to the
former shareholder of GSI, if this video game trading business achieves certain
revenue milestones. The former shareholder of GSI also received a three year
employment agreement.

Our primary business division is the on-line video game rental business which is
dedicated to providing customers a quality rental experience through our web
site www.gottaplay.com. The service is an alternative to store based gaming
rentals. We also provide a subscriber the option to purchase new and/or used
video game titles at a discounted price. We offer our customers an extensive
selection of video games for on a monthly subscription fee. Customers can
sign-up via the web page to rent and/or buy video games of their choice. The
titles are then shipped to the customer via first class mail once they have made
their selection(s). Active subscribers can retain the games for an indefinite
period of time as long as they are active paying subscribers. Customers can
exchange their selections at anytime by returning their game(s) in the pre-paid
and pre-addressed mailers provided by us.

Our other division (dba Donobi) primarily operates as an Internet Service
Provider ("ISP") with operations in Washington, Oregon, and Hawaii, offering
Internet connectivity to individuals, multi-family housing, businesses,
non-profit organizations, educational institutions and government agencies. We
provide high quality, reliable and scalable Internet access, web hosting and
development, equipment co-location, and networking services to underserved rural
markets. Our overall strategy is to become the dominant Internet Service
Provider for residents and small to medium-sized businesses within rural and
semi-rural communities/areas in the United States. Our current focus is within
the states of Washington, Oregon and Hawaii.

We intend to grow our business divisions through technological innovations and
adaptations, the implementation of our short and long-term business plans and a
long-term commitment to delivering high-quality product and services to every
subscriber. We believe that the key to our success will depend in a large part
on out ability to promote our services, gain subscribers and expand our
relationships with current subscribers. Our achievements can be identified and
measured in our strategic business plan. Our focus in fiscal year 2007 is
building on this foundation and executing well in key areas, such as, continuing
to innovate on our ability to creatively market our products, offering unique
subscriber plans, responding effectively to our subscriber needs and desires,
and continuing to focus internally on product and service delivery, business
efficacy, and accountability across our Company. Our key market opportunities
include but are not limited to: (a.) expanding into other interactive technology
for the delivery of media to subscribers, (b.) partnering with other compatible
businesses to cross-market and promote our services and products, (c.) entering
and offering the interactive medium to the education community, and (d.)
extending accessibility and delivery of internet services and entertainment/
educational videos to remote location subscribers. We seek to differentiate our
services from our competitors by offering a fair price for exceptional service
and delivery, and, in the on-line video gaming rental division, the delivery of
a gamer's first choice/selection each time, and every time. If we are not
successful in promoting our services and expanding our customer base, this may
have a material adverse effect on our financial condition and our ability to
continue to operate the business and record profits.

Summary of Consolidated Condensed Results of Operations

As a result of these efforts, we should be able to sustain a reasonable and
controlled growth rate of new customers and subscribers. The measurement of this
period's revenues should not be considered necessarily indicative or
interpolated as the trend to forecast our future revenues and results of
operations. The financial statements inclusive of this report include a full
three months and six months operations for both divisions, whereby, any
comparison to the three and six month periods ended March 31, 2006 incorporate
only the on-line game rental division because of the merger's effective date was
July 24, 2006. Therefore, the results operations and cash flows for the periods
presented are not comparable.

SEGMENT PRODUCT REVENUE AND OPERATING LOSS

We have two operating divisions that we consider to be operating segments: (a.)
On-line video game rentals and (b.) Internet Service Provider. The revenue and
operating loss in this section are presented on a basis consistent with GAAP and
include certain reconciling items attributable to each segment. Various
corporate level administrative expenses are included in the respective segment,
whereby the obligation was originally incurred.

On-line video game rental division

On-line video game rental revenue for our second quarter ended March 31, 2007
was $170,057 with a cost of revenue of $147,995, including $89,726 of
depreciation on videos, resulting in direct loss from sales of $22,062, or 12%
of sales. Our first quarter's direct loss from revenue percentage was 117% of
sales. This division's operating expenses, including other depreciation and
amortization of $14,122, totaled $1,270,206, for an operating loss of
$1,248,143. Of significance, of this division's loss from operations, is the
recognition and amortization of $550,000 of prepaid stock-based compensation.
The expense of this item will not occur in future periods due to our
cancellation and termination of the one-year agreement due to contractor
non-performance.

For the six-months ended March 31, 2007 we recorded $206,893 of revenue and our
cost of revenue, to include $128,568 of depreciation, was $228,063, resulting in
a direct loss from sales of $65,314 or 31% of sales.

For the six months ended March 31, 2007, we reported interest expense totaling
$320,195, of which $269,210 was reported as amortization for discounts
recognized on warrants granted with the issuance of our secured convertible
notes payable.

This division's net loss for the three and six months ended March 31, 2007 was
$1,469,683 and $2,794,151, respectively. This division's pre-merger net loss,
for the three and six months ended March 31, 2006 was $320,741 and $627,037,
respectively, on revenues of $42, 547 and $66,405 respectively.

Internet service provider division

Internet connectivity revenue for this division for our three and six months
ended March 31, 2007 was $418,437 and $884,497, respectively. The direct cost of
revenue was $212,938 and $423,947 for the three and six month periods. Gross
profits from this division were $205,499 (49.1%) and $460,550 (52.7%) for the
three and six months ended March 31, 2007, respectively. This segment's
operating expenses, including depreciation and amortization of $45,488 and
$91,179, totaled $286,056 and $561,970 for the three and six month periods,
respectively.

Interest expense for the six months ended was $39,063.

Our current quarter's net loss and our year-to-date net loss for this division
is $97,368 and $140,483, respectively.

Our ISP division's revenues are primarily generated from out "dial-up" and our
"broadband" customers. While our broadband customer base has remained relatively
the same over the past fifteen months, our dial-up customer base has decreased
significantly. We have experienced an approximate decrease of 51.8% of our
dial-up customers over the same period. Although we expect these trends to
flatten out, we do expect to see continued decline in our dial-up customer base,
but not to the same extent as in the past periods. For the quarters ended
December 31, 2006 and March 31, 2007, our dial-up and broadband customer
revenues generated approximately 83.57% or $389,472 and 82.44% or $344,943,
respectively of this division's total revenues per each respective period.

Costs and Expenses

COST OF REVENUES

Costs of revenues includes all direct costs in the production of revenues and
will include such items as depreciation, direct wages and related burden, cable
charges, commissions, shipping materials and fees and credit card fees. Total
cost of revenues for the six months ended March 31, 2007 and 2006 was $652,010
and $89,646 (pre-merger), respectively.

FULFILLMENT

This category of expense is primarily comprised of those support services and
expenses for the distribution of video games to subscribers/customers and
includes distribution centers' fees, independent contractor fees, certain
communications expenses and certain wages and related burden. The total cost of
fulfillment for the six months ended March 31, 2007 and 2006 was $266,673 and
119,403 (pre-merger), respectively. We expect these costs to increase
proportionately throughout fiscal 2007 because of our newly added number of
distribution centers and our growing number of on-line game subscribers.

ADVERTISING AND MARKETING

Advertising and marketing for the six months ended March 31, 2007 increased
$369,284 over the same period one year ago. Total advertising and marketing
expense for the six months ended is approximately $415,000. Significantly, 99%
of this expense is representative of the efforts of the on-line gaming division
to attract, gain and retain subscribers. This expense was anticipated and
planned. It is also projected that this category of expense will increase
substantially for the on-line video game rental division during fiscal 2007 and
into fiscal 2008.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses include Federal and State employer and
business taxes, various compliance expenses and licenses, professional fees,
certain wages and burden, and other unallocated expenses. Total expense for this
category for the six months ended March 31, 2007 was $1,981,004 as compared to
the same quarter one year ago of $244,312 (pre-merger). This expense category
includes $1,200,000 of charges attributable to expensing three months of prepaid
consulting fees, as further explained in the following paragraph.

In July 2006, we entered into a one-year consulting agreement with independent
financial and business advisor, in which the consultants will provide business
expertise, advice and negotiations in strategic corporate planning, private
financing, mergers and acquisitions, and such other business areas as deemed
necessary by our management. Under the terms of the agreements, the consultants
received 2,000,000 shares of common stock. The stock was valued at the closing
market price of $1.50 per share on the date of the execution of this agreement.
The total value of the services was $3,000,000 and was being amortized over
twelve months. However, we terminated this agreement in February 2007 and
cancelled the issuance of all this entity's stock in April 2007 because of the
business advisor's failure to perform as per terms of the contract. As such, we
recognized $1,200,000 of non-cash compensation for the six months ended March
31, 2007 and is recorded as a consulting expense in the accompanying
consolidated condensed statements of operations. At March 31, 2007 we have
$1,250,000 of unamortized consulting expense and is reported in the accompanying
consolidated condensed statement of stockholders' deficit. Also, of
significance, is the fact that stock-based compensation for these services did
not affect our working capital and cash flows.

Under the circumstances, we believe our overall costs are under control, as
planned, and, within proximate range of management's forecasts.

LIQUID MARKET

There is currently a limited trading market for our shares of common stock, and
there can be no assurance that a more substantial market will ever develop or be
maintained. Any market price for our shares of common stock is likely to be very
volatile and number factors beyond our control may have a significant adverse
effect. In addition, the stock markets generally have experienced, and continue
to experience, extreme price and volume fluctuations which have often been
unrelated to the operating performance of these small companies. These
fluctuations have inversely affected the market price of many small capital
companies. These broad market fluctuations, as well as general current economic
and political conditions, may also adversely affect the market price of our
common stock. Further, there is no correlation between the present limited
market price of our common stock and our revenues, book value, assets and other
established criteria of value. The present limited quotations of our common
stock should not be considered indicative of the actual value of our common
stock.

Liquidity and Capital Resources

Our financial statements as of and for the three and six months ended March 31,
2007 have been prepared on a going concern basis, which contemplates the
realization of assets and the settlement of liabilities and commitments in the
normal course of business. For the six months ended March 31, 2007, we had a net
loss of $2,934,634 and negative cash flows from operations of $1,162,537. We had
a working capital deficit of $370,356 and a stockholders' equity of $1,643,808.
Our working capital deficit at March 31, 2007 may not enable us to meet certain
financial objectives as presently structured.

We had a cash balance of $1,426,132 at March 31, 2007. We finance our operations
and capital requirements primarily through private debt and equity offerings.
Substantially, our cash balance is a result of raising over $3,336,825 during
these past six months in equity and/or debt. Our current forecast anticipates
substantial negative cash flows from operations. Therefore, we have to continue
to raise capital through either equity instruments and/or debt, not only to
sustain our operations but to grow and improve our operations according to our
fiscal 2007 strategic business plan.

At March 31, 2007: (a.) the book value of our outstanding common stock was $0.05
per share, (b.) our current ratio was .85, (c.) our cash to debt ratio was a
negative .57, and (d.) our acid test ratio was a negative .65. These ratios are
a significant improvement over our December 31, 2006 quarterly results. However,
these financial indicators are not acceptable and we will have to improve our
performance quickly if we expect to stay in business.

From October 1, 2006 to February 9, 2007, we consummated three private placement
financing agreements, in the form of 9% secured convertible promissory notes,
with ten investors for a total of $1,277,873. These obligations are due within
one year of each note's issuance and are convertible in 1,022,298 shares of
common stock, valued at $1.25 per share. In conjunction with these notes, we
granted warrants to purchase shares of our common stock with the terms as
follows: (a.) 1,022,298 warrants exercisable within two years from the date of
grant at $1.50 per share, and (b.) 1,022,298 warrants exercisable within three
years from the date of grant at $2.50 per share. Forty thousand shares of the
$2.50 shares ($100,000) were exercised in December 2006 and stock was issued
this quarter.

Each investor was granted a pro-rata security interest in all the Company's
assets.

For the six months ended March 31, 2007, we recorded discounts on these
convertible notes payable totaling $1,004,524, which are equal to the fair value
of the warrants granted, as determined using the Black-Scholes Option Pricing
Model. We recognized $269,180 of interest expense on the discounts for the six
months ended March 31, 2007 and the unamortized balance at March 31, 2007 is
$735,344. Discounts recognized are being amortized ratably over twelve months,
the term of each convertible note payable.

In April 2007, five of the above investors converted $120,000 of the secured
convertible notes payable into 96,000 shares of common stock.

In February and March 2007, we received a total of $2,285,000 from investors for
the purchase of 1,828,000 "Subscription Units" at $1.25 per Unit. Each Unit
consists of: (a) one share of common stock; (b) one warrant to purchase common
stock at a purchase price of $1.50 per share for a period of two years; and, (c)
one warrant to purchase common stock at a purchase price of $2.50 per share for
a period of three years. Warrants granted aggregated 3,656,000.

In April 2007, the Company issued a total 1,828,000 shares of common stock to
investors holding these "units".

At September 30, 2006, we owed $464,600 on a 6% Secured Convertible Debenture A,
and $400 on a 6% Secured Convertible Debenture B. On October 18, 2006 the
balances due on these debentures plus accrued interest of $58,919 was paid in
full with the release of 1,916,667 shares of common stock originally held in
escrow for the benefit of the debenture holders as collateral on these
securities. In addition, $210,000 of loans to a related party/ investor was paid
off as part of the complete transaction to payoff these debentures.

In October 2006, the balance due of $465,000 on our convertible debentures was
completely paid off by certain investors and we re-issued the 1,916,667 shares
of common stock held in escrow on behalf of the original debenture holders to
the new investors. We also owed $210,000 to a related party/investor who was
directly involved with closing this deal. As part of the payoff of these
debentures, the $210,000 obligation was also charged off.

Our continuation as a going concern is dependent on our ability to grow
revenues, obtain additional equity and/or financing, and, generate sufficient
cash flow from operations to meet our obligations on a timely basis.

The operating results of the Company's divisions can vary materially depending
on a number of factors, many of which are outside our control:

Demand for our services and market acceptance lags, Announcements and
introduction of our new products and services and/or by our competitors, Our
ability to upgrade infrastructure, develop new and improved systems to meet and
anticipate growth and demand, Changing governmental rules, regulations and
requirements, Customer/subscriber resilience and apathy due to foreign
insurrections and our national and local economies, Product pricing competition,
and Lack of investor/banking short-term working capital to facilitate
unanticipated cash shortages.

We currently have no material commitments for capital requirements. If we were
forced to purchase new equipment or replace the equipment we currently lease,
any new lease(s) would constitute a material capital commitment; however, we are
currently unable to quantify such amounts. If this situation does occurs, we
will attempt to raise the necessary finances to make such purchases, but there
is no assurance that we will be able to do so. Without the ability to quantify
these amounts, we nonetheless believe that it would have a material impact on
our business and our ability to maintain our operations.

If we expand more rapidly than currently anticipated, and if our working
capital needs exceed our current forecast and expectations, and if we consummate
an acquisition(s), we will need to raise additional capital from equity and/or
debt sources. We cannot be sure that we will be able to obtain the additional
financing to satisfy our cash requirements and to implement our growth strategy
on acceptable terms. If we cannot obtain such financings on terms acceptable to
us, our ability to fund our planned business expansion and to fund our on-going
operations will be materially adversely affected. If we incur debt, the risks
associated with our business and with owning our common stock would also
increase. If we raise capital through the sale of equity securities, the
percentage ownership of our stockholders will be diluted accordingly. In
addition, any new equity securities may have rights, preferences, or privileges
senior to those of our common stock.

ITEM 3. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures.

The Company maintains disclosure controls and procedures (as defined in Rule
13a-14(c) and Rule 15d-14(c) of the Exchange Act) designed to ensure that
information required to be disclosed in the reports of the Company filed under
the Exchange Act is recorded, processed, summarized, and reported within the
required time periods. The Company's Chief Executive Officer and Principal
Accounting Officer has concluded, based upon their evaluation of these
disclosure controls and procedures as of the date of this report, that, as of
the date of their evaluation, these disclosure controls and procedures were
effective at ensuring that the required information will be disclosed on a
timely basis in the reports of the Company filed under the Exchange Act.

(b) Changes in Internal Controls.

The Company maintains a system of internal controls that is designed to provide
reasonable assurance that the books and records of the Company accurately
reflect the Company's transactions and that the established policies and
procedures of the Company are followed. There were no significant changes to the
internal controls of the Company or in other factors that could significantly
affect such internal controls subsequent to the date of the evaluation of such
internal controls by the Chief Executive Officer and Principal Accounting
Officer, including any corrective actions with regard to significant
deficiencies and material weaknesses.
&lt/R&gt

MARKET FOR COMMON STOCK

Our common stock is quoted on the Over-the-Counter Bulletin Board under
the symbol "GTAP." The following table shows the quarterly high and low trade
prices on the Over-the-Counter Bulletin Board. The prices reflect inter-dealer
prices, without retail mark-up, mark-down, or commission and may not represent
actual transactions.

The first trades of our shares on the Over-The-Counter Bulletin Board
started February 16, 2004, and trading has been very limited since then; there
can be no assurance that a viable and active trading market will develop. There
can be no assurance that even if a market were developed for our shares, there
will be a sufficient market so that holders of common stock will be able to sell
their shares, or with respect to any price at which holders may be able to sell
their shares. Future trading prices of our common stock will depend on many
factors, including, among others, our operating results and the market for
similar securities.

The following sets forth information relating to the trading of our
common stock on the Over-The-Counter Bulletin Board.
<TABLE>
<CAPTION>

SALES PRICES ON THE OVER-THE-COUNTER BULLETIN
BOARD ($)
HIGH(1) LOW(1)

FISCAL YEAR ENDED SEPTEMBER 30, 2004
<S> <C> <C>
First Quarter $42.24 $14.40
Second Quarter $21.12 $3.06
Third Quarter $9.00 $2.10
Fourth Quarter $6.06 $2.10

FISCAL YEAR ENDED SEPTEMBER 30, 2005
First Quarter $9.00 $2.40
Second Quarter $6.00 $2.04
Third Quarter $3.06 $0.66
Fourth Quarter $0.96 $0.24

FISCAL YEAR ENDED SEPTEMBER 30, 2006
First Quarter $0.48 $0.18
Second Quarter $1.26 $0.18
Third Quarter $2.22 $0.60
Fourth Quarter $2.00 $1.02

FISCAL YEAR ENDED SEPTEMBER 30, 2007
First Quarter $3.00 $1.50
Second Quarter $3.05 $1.95
</TABLE>

(1) All prices give effect to a one for thirty-two reverse stock split on
January 26, 2004 and a one for six reverse stock split which was effected on
July 24, 2006.

On May 1, 2007, the closing trade price of our common stock as reported on
the Bulletin Board was $1.96 per share. On that date, there were 538
stockholders of record of our common stock.

<PAGE>

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The names of our directors and executive officers, their principal
occupations, and the year in which each of our directors and executive officer
initially joined the board of directors are set forth below.

Name Age Position

John P. Gorst 38 Chairman and Chief Executive Officer

M. Carroll Benton 62 Chief Financial Officer,
Chief Administrative Officer, Secretary and
Treasurer

William M. Wright, III 41 Chief Operating Officer and Director

Asra Rasheed 33 President

Mark H. Levin 35 Director

Norm Johnson 46 Director

JOHN P. GORST, Chairman of the Board, and Chief Executive Officer of
Gottaplay, positions he assumed with us upon closing of the Merger between
Donobi, Inc. and Gotaplay Interactive, Inc. Mr. Gorst has over 15 years
experience in founding entrepreneurial technology ventures, specifically in the
development of software and data services for business. His experience includes
serving as chief executive officer and board chairman of Insynq, Inc., an
application service provider, from August 1998 to present; vice president and
general manager for a computer integration company, Interactive Information
Systems Corp., from July 1996 to August 1998; and a training/IS consulting
business in conjunction with Nynex Business Centers of New York. Mr. Gorst
directs the Company's strategy and positions the Company in the business
marketplace by forging strategic business alliances and mergers and
acquisitions. Mr. Gorst also serves as the Company evangelist at tradeshows,
press conferences and industry analyst meetings in order to increase awareness
for the Company's brand. Mr. Gorst graduated top of his class as an Electronic
Design Engineer from one of the top trade schools in Arizona. Mr. Gorst was also
awarded a medal of honor for business leadership in 2001 and 2005 from the
National Republican Congress. He devotes substantially all of his business time
to the Company.

M. CARROLL BENTON is our Chief Financial Officer, Chief Administrative
Officer, Secretary, Treasurer and Director, positions she assumed upon closing
of the Merger. Ms. Benton's early career spanned both the public and private
sectors working largely with the banking systems and higher education
institutions where she assisted in the development and deployment strategies
necessary for computerization of these and other entities. Ms. Benton has
successfully managed a 13 state insurance brokerage firm and has been a
consultant to the small to medium business markets via accounting system design,
implementation, support, and business practice analysis. She also taught
undergraduate accounting courses at several Puget Sound colleges and
universities. With an in-depth understanding of Gottaplay's finances, accounting
infrastructure and compliance issues, Ms. Benton is responsible for all
governmental compliance and financial and administrative operations. From
December 1995 through December 1999, Ms. Benton was president of a computer
integration company, Interactive Information Systems Corp. Her public sector
experience includes serving as chief administrative officer, secretary,
treasurer, chief financial officer and director for Insynq, Inc., a Pacific
Northwest application service provider, from August 1998 to present. Formerly
with a CPA firm, Ms. Benton brings over 38 years of business financial expertise
to Gottaplay.

WILLIAM M. WRIGHT, III is the Chief Operating Officer and a Director of
Gottaplay Interactive, Inc. Mr. Wright has over 20 years of experience and
knowledge in financial management and business operations. His experience
includes the start up of DONOBi, Inc., an Internet Service Provider that
specialized in the acquisition and rollup of numerous rural service providers,
and the eventual taking of the company public in 2004. Mr. Wright served as both
Chief Executive Officer and Chairman of the Board during his 6 year tenure with
DONOBi leading to the merger with Gottaplay. Prior to his work in the technology
field, Mr. Wright was a Real Estate Broker in both California and Washington,
and including the position of President and minority owner of a local property
management company. Mr. Wright received his Bachelors of Science in Business
Administration with an emphasis in Financial Services from San Diego State
University.

ASRA RASHEED has been the President of Gottaplay since 2004. From 2003
to 2004 Ms. Rasheed was the President of NextRental, Inc, an on-line video game
rental subscription service. From 2002 to 2003, she was Director of Multi Media
at Koyo Graphics where she managed large web development projects for clients
like Warner Brothers, Sanyo, Sony, etc. At Koyo Graphics, Ms. Rasheed developed
many key relationships in the entertainment and multimedia space. Also at Koyo
Graphics, she managed the development of an on-line video game rental and sales
website for one of the largest DVD publishers in Asia. From 1996 to 2001 Ms.
Rasheed was Vice President of Business Development for Luminex Lighting, a
manufacturer of fluorescent lighting fixtures. Ms. Rasheed holds a Bachelors of
Arts in Business Administration - Finance from California State University,
Fullerton.

MARK H. LEVIN, MBA is a Director of Gottaplay. From July 2001 to the
present, Mr. Levin has been CEO of Marlin Financial Group, Inc., Potomac,
Maryland, a consulting firm specializing in aiding publicly traded companies
with mergers and acquisitions, capital structure, shareholder relations,
strategic alliances and licensing agreements. Prior to founding Marlin
Financial, from 1996 through 2000, Mr. Levin was the CEO of Eyecity.com, Inc.,
an Internet eye care company, located in Plainview, NY providing, sunglasses and
prescription glasses to the general public. Mr. Levin is still a Director of
Eyecity.com, Inc. Mr. Levin received an M.B.A. degree in Marketing in 1997 and a
B.B.A. degree in Management from Hofstra University in 1994.

NORM JOHNSON is a Director of Gottaplay. With the closing of the Merger
Mr. Johnson retained his position as Director. Mr. Johnson spent 18 years as an
All-Pro kicker in the NFL (Seahawks, Falcons, Steelers and Eagles). For the past
five years, Mr. Johnson has worked for Reid Real Estate, Inc., a Washington
corporation, representing and advising clients on their real estate investments.
During his NFL career, Mr. Johnson also owned "Norm Johnson's All-Pro
Sportscards" with three locations. Mr. Johnson earned his Bachelor's Degree in
Economics from the University of California Los Angeles (UCLA) in 1983.

LONG TERM INCENTIVE AWARDS

Option Grants in Last Fiscal Year We did not award options to our
executive officers in 2005 or 2006 under any incentive plans. Aggregate Option
Exercises in Last Fiscal Year and Fiscal Year End Option Values There were no
option exercises by our executive officers in 2005 and 2006.

EMPLOYMENT CONTRACT AND TERMINATION OF EMPLOYMENT AGREEMENTS

On February 28, 2007, pursuant to an Agreement of Merger and Plan of
Reorganization, our wholly owned subsidiary, Gottaplay Management, Inc. entered
into an Employment Agreement with Sidney Price. Mr. Price is employed as its
President and also serves as Vice-President of Strategic Content for Gottaplay.
The Initial Term of the Agreement is for a period of three (3) years. At the
expiration of the Initial Term, the Agreement may be extended for such
additional periods as agreed. If we terminate the Agreement "for cause" our
obligations under the Agreement are terminated as of the termination date. If we
terminate the Agreement without cause, employee shall be paid all accrued
salary, bonus compensation to the extent earned, deferred compensation, any
rights, including accelerated vesting, if any, of awards under the Company's
stock option plan, accrued vacation and any appropriate business expenses.
Severance upon change in control shall be for a period of the lesser of the
remaining portion of the Initial Term or twelve (12) months from the date of
such termination provided. The Agreement provides for an annual base salary of
$75,000 during the first year, $110,000 during the second year and $160,000
during the third year. Mr. Price shall be granted at each anniversary date of
the Agreement, an incentive stock option to purchase shares of common stock of
Gottaplay if certain game trading milestones are met. Under the terms of the
Agreement, Mr. Price is entitled to all the benefits generally made available to
the Company's executive officers.

LIMITATIONS ON LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS

Our certificate of incorporation includes a provision that eliminates
the personal liability of our officers and directors for monetary damages for
breach of fiduciary duty to the fullest extent permitted by Nevada Revised
Statutes. Our certificate of incorporation also provides that we must indemnify
our directors and officers to the fullest extent permitted by Nevada law and
advance expenses to our directors and officers in connection with a legal
proceeding to the fullest extent permitted by Nevada law, subject to certain
exceptions. We are in the process of obtaining directors' and officers'
insurance for our directors, officers and some employees for specified
liabilities.

The limitation of liability and indemnification provisions in our
certificate of incorporation may discourage stockholders from bringing a lawsuit
against directors for breach of their fiduciary duty. They may also have the
effect of reducing the likelihood of derivative litigation against directors and
officers, even though an action of this kind, if successful, might otherwise
benefit us and our stockholders. Furthermore, a stockholder's investment may be
adversely affected to the extent we pay the costs of settlement and damage
awards against directors and officers pursuant to these indemnification
provisions. However, we believe that these indemnification provisions are
necessary to attract and retain qualified directors and officers.

SEC POLICY ON INDEMNIFICATION

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, we have been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.

LONG TERM INCENTIVE PLANS

In February 2007, our board of directors adopted the "2007 Directors,
Officers and Consultants Stock Option, Stock Warrant and Stock Award Plan" (the
"Plan").

The Plan provides for the issuance of incentive and non-qualified stock
options, stock appreciation rights and restricted stock to our directors,
officers, employees and consultants. At the adoption of this plan, we set aside
3,000,000 shares of common stock, which may be issued upon the exercise of
securities granted. As of the date of this Prospectus no securities have been
granted or are outstanding.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth certain information regarding beneficial
ownership of our common stock as of May 1, 2007:

o By each person who is known by us to beneficially own more than 5% of our
common stock;
o By each of our officers and directors; and
o By all of our officers and directors as a group.

NAME NUMBER PERCENT

John P. Gorst (1) (2) 3,568,073 11.29%

M. Carroll Benton (1) (3) 3,564,392 11.28%

William M. Wright, III (1) 443,768 1.43%

Asra Rasheed (1) (4) 1,922,000 6.13%

Mark H. Levin (1) (5) 3,568,666 11.29%

Norm Johnson (1) 76,668 *

THI, Inc. (6) 2,583,181 8.31%

Whispering Pines Development, Inc. (7) 1,632,834 5.12%

All executive officers and directors as a
group (6 persons) 13,143,567 41.6%

* Less than 1%

(1) Officer and/or director.
(2) Includes 3,068,073 shares of common stock and 500,000 stock options
exercisable within 60 days.
(3) Includes 3,064,392 shares of common stock and 500,000 stock options
exercisable within 60 days.
(4) Includes 1,672,000 shares of common stock and 250,000 stock options
exercisable within 60 days.
(5) Includes 3,068,666 shares of common stock and 500,000 stock options
exercisable within 60 days.
(6) Includes 566,667 shares of common stock, 488,838 shares issuable upon the
conversion of Convertible Notes Payable and 1,527,676 warrants exercisable
within 60 days.
(7) Includes 833,334 shares of common stock, 266,500 issuable upon the
conversion of Convertible Notes Payable and 533,000 warrants exercisable
within 60 days.

EXECUTIVE COMPENSATION

The following table summarizes the compensation earned by or paid to
our Chief Executive Officer and the other most highly compensated executive
officers whose total salary and bonus exceeded $100,000 for services rendered in
all capacities during the fiscal year ended September 30, 2006. We refer to
these individuals as our named executive officers.

NAME AND YEAR SALARY PAID BONUS ($) OTHER ANNUAL SECURITIES ALL OTHER
PRINCIPAL ($) COMPENSATION ($) UNDERLYING COMPENSATION
POSITION OPTIONS (#) ($)
<S> <C> <C> <C> <C> <C> <C>
John P. Gorst, 2006 $55,268 $0.00 $0.00 500,000(2) $0.00
Chairman and 2005 $23,823 $0.00 $0.00 -0- $0.00
CEO 2004 $0.00 $0.00 $0.00 -0- $0.00

William M. 2006 $120,000 $0.00 $0.00 -0- $0.00
Wright, III, 2005 $120,000 $0.00 $0.00 -0- $0.00
Chief 2004 $101,250 $0.00 $0.00 -0- $0.00
Operating
Officer
</TABLE>

1. The compensation described in this table does not include medical, group
life insurance or other benefits received by the named executive officer
that are available generally to all of our salaried employees, and may not
include certain perquisites and other personal benefits received by the
name executive officer that do not exceed the lesser of $50,000 or ten
percent (10%) of any such officer's salary and bonus disclosed in the
table.
2. Represents option for common stock granted under Gotaplay Interactive,
Inc. prior to July 24, 2006 Merger. The option to purchase shares of
common stock has an exercise price of $0.50 and may be exercised any time
after February 17, 2006 for a period of ten years.
3. No other officer or director of the Company received compensation in
excess of $100,000 in either of the past three years.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In June 2005 we entered into a five-year agreement with Insynq, Inc.
(INSN.PK) whereby it would supply our technology and communications
infrastructure and programming expertise. Insynq, Inc. is partially owned and
managed by two of our officers, John P. Gorst and M. Carroll Benton. During the
fiscal year ended September 30, 2006, the amount of services provided to Insynq
totaled $122,112.

Insynq also paid certain expenses on our behalf or advanced money to
us. On October 31, 2005, Insynq accepted to convert these expenses and advances
into an unsecured Promissory Note in the amount of $333,837, which included
interest at the rate of 7% per annum.

On July 17, 2006, we issued 447,111 shares of common stock to Insynq,
Inc. to satisfy the Note Payable and accrued interest, a partial reduction of
the trade payable and certain other amounts either advanced or paid on our
behalf. The fair value of the shares issued was $1.05 per share.

DESCRIPTION OF SECURITIES

COMMON STOCK

The securities we are offering are shares of our common stock. We are
authorized by our Certificate of Incorporation to issue 100,000,000 shares of
common stock, $0.001 par value. We presently have issued and outstanding
31,101,170 shares of common stock.

The holders of our common stock are entitled to one vote per share on
all matters to be voted upon by the stockholders. The holders of our common
stock do not have cumulative voting rights. Subject to preferences that may be
applicable to the holders of outstanding shares of preferred stock, if any, the
holders of our common stock are entitled to receive ratably such dividends, if
any, as may be declared from time to time by the board of directors out of funds
legally available therefore. In the event of liquidation, dissolution or
winding-up, and subject to the prior distribution rights of the holders of
outstanding shares of preferred stock, if any, the holders of shares of our
common stock shall be entitled to receive pro rata all the remaining assets
available for distribution to our stockholders. Our common stock has no
preemptive or conversion rights or other subscription rights.

PREFERRED STOCK

We currently have no outstanding shares of preferred stock. The board
of directors has the authority, without further action by our stockholders, to
issue up to five million shares of preferred stock in one or more series and to
fix the rights, preferences and privileges thereof, including dividend rates and
preferences, conversion rights, voting rights, terms of redemption, redemption
prices, liquidation preferences and the number of shares constituting any series
or the designation of such series, without further vote or action by the
stockholders. Although they presently have no intention to do so, the board of
directors, without stockholder approval, could issue preferred stock with voting
and conversion rights which could adversely affect the voting power of the
holders of common stock. The issuance of preferred stock may also have the
effect of delaying or preventing a change of control of us.

THE APPLICATION OF THE "PENNY STOCK" RULES

The Securities Exchange Act of 1934 requires additional disclosure
relating to the market for "penny stocks." A penny stock is generally defined to
be any equity security not listed on NASDAQ or a national securities exchange
that has a market price of less than $5.00 per share, subject to certain
exceptions. Among these exceptions are shares issued by companies that have:

o net tangible assets of at least $2 million, if the issuer has
been in continuous operation for three years;
o net tangible assets of at least $5 million, if the issuer has
been in continuous operation for less than three years; or
o average annual revenue of at least $6 million for each of the
last three years.

We do not currently meet the requirements of these exceptions and,
therefore, our shares would be deemed penny stock for purposes of the Exchange
Act if and at any time while our common stock trades below $5.00 per share. In
such case, trading in our shares would be regulated pursuant to Rules 15-g-1
through 15-g-6 and 15-g-9 of the Exchange Act. Under these rules, brokers or
dealers recommending our shares to prospective buyers would be required, unless
an exemption is available, to:

o deliver a lengthy disclosure statement in a form designated by
the SEC relating to the penny stock market to any potential
buyers, and obtain a written acknowledgement from each buyer
that such disclosure statement has been received by the buyer
prior to any transaction involving our shares;

o provide detailed written disclosure to buyers of current price
quotations for our shares, and of any sales commissions or
other compensation payable to any broker or dealer, or any
other related person, involved in the transaction; and,

o send monthly statements to buyers disclosing updated price
information for any penny stocks held in their accounts, and
these monthly statements must include specified information on
the limited market for penny stocks.

In addition, if we are subject to the penny stock rules, all brokers or
dealers involved in a transaction in which our shares are sold to any buyer,
other than an established customer or "accredited investor," must make a special
written determination that our shares would be a suitable investment for the
buyer. The brokers or dealers must receive the buyer's written agreement to
purchase our shares, as well as the buyer's written acknowledgement that the
suitability determination made by the broker or dealer accurately reflects the
buyer's financial situation, investment experience and investment objectives,
prior to completing any transaction in our shares.

These Exchange Act rules may limit the ability or willingness of
brokers and other market participants to make a market in our shares and may
limit the ability of our stockholders to sell in the secondary market, through
brokers, dealers or otherwise. We also understand that many brokerage firms will
discourage their customers from trading in shares falling within the "penny
stock" definition due to the added regulatory and disclosure burdens imposed by
these Exchange Act rules.

The SEC from time to time may propose and implement even more stringent
regulatory or disclosure requirements on shares not listed on NASDAQ or on a
national securities exchange. The adoption of the proposed changes that may be
made in the future could have an adverse effect on the trading market for our
shares.

SELLING STOCKHOLDERS

The table below sets forth information concerning the resale of the
shares of common stock by the Selling Stockholders. The term "Selling
Stockholders" includes the persons and entities named below, and their
transferees, pledges, donees, or their successors. We will file a supplement to
this prospectus to name any successors to the Selling Stockholders who will use
this Prospectus to resell their securities. We will not receive any proceeds
from the resale of the common stock by the Selling Stockholders.

SELLING STOCKHOLDERS

<TABLE>
<CAPTION>
---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------
&ltR&gt
Total Number
% of of Shares % of Shares
Number of Shares Total Number Total Number Owned after Owned after
Shares Owned of Shares of Shares the Offering the Offering
Owned Prior Beneficially Underlying Assuming all Assuming all
Prior to to Owned Being Warrants of the of the Shares
Name Offering(1) Offering Offered Being Offered Shares are are Sold
(1) Sold

<S> <C> <C> <C> <C> <C> <C>
---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Whispering Pines Dev. Corp.(2) (13) 1,632,834 5.1% 0 266,500 1,366,334 4.4%

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Kempfer Juerg(13) 509,880 1.6% 0 169,960 339,920 1.1%

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Hanspeter Knecht(13) 1,387,500 4.3% 320,000 462,500 605,000 1.9%

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Roland Wismer(13) 600,000 1.9% 200,000 200,000 200,000 *

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Cambridge Merchantile Holdings
S.A.(12) (13) 468,337 1.5% 0 62,500 405,837 1.3%

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

THI, Inc.(2) (13) 2,583,181 7.3% .0 488,838 2,094,343 6.2%

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Dr. J. Salomon(6) 128,000 * 96,000 32,000 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Norman Dyer(6) 120,000 * 80,000 40,000 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Anthony Edlin(6) 80,000 * 40,000 40,000 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Orlando Rodriquez(6) 60,000 * 20,000 40,000 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Jeffery A. Pitt(6) 60,000 * 20,000 40,000 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

San Diego Torrey Hills Capital
LLC(3) 1,515,000 3.9% 15,000 0 1,500,000 3.9%

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Andrew & Anne McDermott (5)(7) 840,000 2.2% 280,000 560,000 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Michael & Cathy McDermott(7) 120,000 * 40,000 80,000 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Harry & Lynda Hatch(7) 360,000 * 120,000 240,000 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Troy Duncan(7) 60,000 * 20,000 40,000 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Shawn McGuire(7) 60,000 * 20,000 40,000 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Kevin Petcharck(7) 60,000 * 20,000 40,000 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Michael Rocchetti (4) (7) 101,000 * 20,000 81,000 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Greg Weiss(7) 60,000 * 20,000 40,000 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

C. V. Salapare(7) 840,000 2.2% 280,000 560,000 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

M. T. Kobyluck(7) 48,000 * 16,000 32,000 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Matthew Tyrmand(7) 36,000 * 12,000 24,000 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Cathy & Allan Miller(7) 180,000 * 60,000 120,000 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Pauline Rubis(7) 60,000 * 20,000 40,000 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

James & Marie-Anne McGlynn(7) 36,000 * 12,000 24,000 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Jin Lee(7) 120,000 * 40,000 80,000 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Jose & Tersita Ocampo(7) 540,000 1.4% 180,000 360,000 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Dorothy Englese(7) 84,000 * 28,000 56,000 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Jose Joel Ocampo(7) 24,000 * 8,000 16,000 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

William Ciotti(7) 60,000 * 20,000 40,000 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Joseph Museck(7) 60,000 * 20,000 40,000 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Michael Dougherty(7) 24,000 * 8,000 16,000 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

John F. Lee(7) 72,000 * 24,000 48,000 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Houy Chang(7) 120,000 * 40,000 80,000 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Douglas Rapoport(7) 431,800 1.1% 0 431,800 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Michael & Whitney Rocchetti(7) 41,000 * 0 41,000 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Joe Schnaier(7) 37,000 * 0 37,000 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Harry Friedman(7) 37,000 * 0 37,000 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

David Fargo(8) 20,000 * 20,000 0 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Clayton Chase(8) 1,520,000 3.9% 20,000 0 1,500,000 3.9%

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Marview Holdings(8)(9) 40,000 * 40,000 0 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

The Chase Family Trust(8)(10) 10,000 * 10,000 0 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Kenneth Green(8) 10,000 * 10,000 0 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Juan Gamez(8) 10,000 * 10,000 0 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

D. Allan Dillenberg, III(8) 20,000 * 20,000 0 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Daniel Lauter(8) 30,000 * 30,000 0 0 0

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Absolute Internet Services, Inc. 5,000 * 5,000 0 0 0
(8)(11)

---------------------------------- ------------ ---------- -------------- --------------- -------------- ---------------

Jeff Fargo(14) 15,000 * 15,000 0 0 0

</TABLE>

*Less than 1%

(1) Includes shares beneficially owned and shares underlying warrants that
may be exercised within 60 days of this Prospectus.

(2) Includes 408,000 shares underlying warrants that may be exercised within
60 days of this Prospectus owned by Whispering Pines Development Corp. and
THI, Inc. as Joint Tenants. Patrick K. Knight has voting control over
Whispering Pines Development Corp. Phillip Knight has dispositive control
for THI, Inc.

(3) Clifford Mastricola is the sole member of San Diego Torrey Hills Capital
LLC, and has voting and dispositive control over the shares. 1,500,000 of
the shares were was issued as founder's shares (at $.001 per share) in
August of 2004. In February 2007, 30,000 of the shares were issued in
consideration of consulting services valued at $2.33 per share (total of
$69,900.), of which 15,000 shares were transferred to Jeff Fargo.

(4) Includes 41,000 shares underlying warrants owned by Michael and Whitney
Rocchetti as Joint Tenants.

(5) Includes 720,000 shares owned by the McDermott Living Trust.

(6) On January 31, 2007 Messrs, Salomon, Dyer, Edlin, Rodriguez, and Pitt
purchased a total of $120,000 in one year Convertible Promissory Notes,
which were convertible into shares of our common stock at $1.25 per share.
As additional consideration, we issued: a) 96,000 warrants to purchase
96,000 shares of our common stock at $1.50 per share at an exercise price
of $1.50 for a period of two years; and, b) 96,000 warrants to purchase
96,000 shares of our common stock at $2.50 per for a period of three
years.

(7) From February 23, 2007 through March 31, 2007 we sold to 26 accredited
investors, a total of 1,828,000 Units (the "Unit[s]") for $1.25 per Unit
(total of $2,285,000.) Each Unit consisted of: a) one share of common
stock; b) one warrant to purchase one share of our common stock at a
purchase price of $1.50 per share for a period of two years, and, c) one
warrant to purchase one share of our common stock at a purchase price of
$2.50 for a period of 3 years. Prestige Financial Center, acted as
Placement Agent for 1,308,000 of the Units (total of $1,630,000) and
received compensation consisting of x) a commission of 10% ($163,500) of
the amount funded; y) warrants to purchase 416,000 shares of common stock
at an exercise price of $1.50 per share for a period of two years; and z)
warrants to purchase 130,800 shares of our common stock at an exercise
price of $2.50 per share for a period of three years. Prestige Financial
Center assigned the warrants it received as part of its compensation to
Messrs. Rappoport, Rocchetti, Schnaier and Friedman. No commissions were
paid on the sale of 520,000 Units which were sold by officers of the
Company.

(8) 1,500,000 shares were issued as founder's shares (at $.001 per share) in
August of 2004. On June 8, 2006, 20,000 shares were purchased from an
unaffiliated person for $5,000.

(9) The person having voting and dispositive control over the shares is
Charlie Schleicher

(10) The person having voting and dispositive control over the shares is
Eileen E. Chase.

(11) The person having voting and dispositive control over the shares is Emil
Kadlec.

(12) The person having voting and dispositive control over the shares is
Sutherland Arthur Morris.

(13) From October 1 through October 15, 2006, these investors purchased a
total of $1,157,873 of convertible promissory notes, convertible into our
common stock at $1.25 per share. As additional consideration for the
convertible notes, we issued 2 year warrants to purchase 926,298 shares at
$1.50 per share and 3 year warrants to purchase 926,298 shares at $1.50
per share.

(14) Received as gift from San Diego Torrey Hills Capital at nominal
consideration (gift).

PLAN OF DISTRIBUTION

The shares covered by this prospectus may be offered and sold from time
to time by the selling stockholders. The selling stockholders may include donees
and pledgees selling shares received from one of the selling stockholders after
the date of this prospectus. The selling stockholders will act independently of
us in making decisions with respect to the timing, manner, and size of each
sale. The selling stockholders may sell the shares being offered by this
prospectus in the over-the-counter market or otherwise, at prices and under
terms then prevailing or at prices related to the then current market price or
at negotiated prices. Shares may be sold by one or more of the following means
of distribution:

o block trades in which the broker-dealer so engaged will attempt to sell
such shares as agent, but may position and resell a portion of the block as
principal to facilitate the transaction;

o purchases by a broker-dealer as principal and resale by such broker-dealer
for its own account pursuant to this prospectus;

o ordinary brokerage transactions and transactions in which the broker
solicits purchasers;

o privately negotiated transactions;

o broker-dealers may agree with the selling stockholders to sell a specified
number of such shares at a stipulated price per share;

o a combination of any such methods of sale; and

o any other method permitted pursuant to applicable laws.

AMENDMENT AND SUPPLEMENTATION NECESSITATED BY FUTURE SALES

To the extent required, this prospectus may be amended and supplemented
from time to time to describe a specific plan of distribution. In connection
with distributions of such shares or otherwise, the selling stockholders may
enter into hedging transactions with broker-dealer or other financial
institutions. In connection with these transactions, broker-dealer or other
financial institutions may engage in short sales of our common stock in the
course of hedging the positions they assume with the selling stockholders. The
selling stockholders may also sell our common stock short and redeliver the
shares to close out such short positions. The selling stockholders may also
enter into option or other transactions with broker-dealers or other financial
institutions which require the delivery to the broker-dealer or other financial
institution of the shares offered in this prospectus, which shares the
broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction). The selling
stockholders may also pledge their shares to a broker-dealer or other financial
institution, and, upon a default, the broker-dealer or other financial
institution may effect sales of the pledged shares pursuant to this prospectus
(as supplemented or amended to reflect such transaction). In addition, any
shares that qualify for sale pursuant to Rule 144 may be sold under Rule 144
rather than pursuant to this prospectus.

In effecting sales, brokers, dealers or agents engaged by the selling
stockholders may arrange for other brokers or dealers to participate. Brokers,
dealers or agents may receive commissions, discounts or concessions from the
selling stockholders in amounts to be negotiated prior to the sale. These
brokers or dealers, the selling stockholders, and any other participating
brokers or dealers may be deemed to be "underwriters" within the meaning of the
Securities Act in connection with such sales, and any such commissions,
discounts or concessions may be deemed to be underwriting discounts or
commissions under the Securities Act. The selling stockholders have advised us
that they have not entered into any agreements, understandings or arrangements
with any underwriters or broker-dealers regarding the sale of their securities,
nor is there an underwriter or coordinating broker acting in connection with the
proposed sale of shares by the selling stockholders.

OTHER INFORMATION REGARDING FUTURE SALES

In order to comply with the securities laws of some states, if
applicable, the shares being offered in this prospectus must be sold in such
jurisdictions only through registered or licensed brokers or dealers. In
addition, in some states shares may not be sold unless they have been registered
or qualified for sale in the applicable state or a seller complies with an
available exemption from the registration or qualification requirement.

We will make copies of this prospectus available to the selling
stockholders and will inform them of the need for delivery of copies of this
prospectus to purchasers at or prior to the time of any sale of the shares
offered hereby. The selling stockholders may indemnify any broker-dealer that
participates in transactions involving the sale of the shares against some
liabilities, including liabilities arising under the Securities Act.

At the time a particular offer of shares is made, if required, a
prospectus supplement will be filed and distributed that will set forth the
number of shares being offered and the terms of the offering, including the name
of any underwriter, dealer or agent, the purchase price paid by any underwriter,
any discount, commission and other item constituting compensation, any discount
commission or concession allowed or re-allowed or paid to any dealer, and the
proposed selling price to the public. In addition, upon being notified by a
selling stockholder that a donee or pledgee intends to sell more than 500
shares, a prospectus supplement will be filed and distributed.

LEGAL PROCEEDINGS

We are a party to an un-filed claim, received September 5, 2006 by
Webolution, LLC, regarding the sale of certain assets in the amount of $7,000,
which remains unpaid. We are working with the parties involved to create a
payment plan.

On August 17, 2006 Systemmetrics Corporation filed a claim against the
Company in the circuit court of the First Circuit State of Hawaii alleging
nonpayment of services in the amount of approximately $360,000. During 2005,
Gottaplay, formerly known as Donobi, Inc. entered into an asset purchase
agreement with Koa Internet, Inc. an Internet service provider, which had
undisclosed trade payables outstanding. Systemmetrics alleges we are liable for
the outstanding balance and damages. We are vigorously defending this action and
believe this claim is without merit.

On November 7, 2006, in the Superior Court of Washington for Grant
Country, Ron and Susan Gear filed a claim alleging sums currently due and owing
on a Promissory Note in the amount of $135,000. Gottaplay is vigorously
defending this action and believes the claim is without merit. In addition, the
Company has filed a Counterclaim. The Promissory Note was an integral part of an
asset purchase arrangement. An element of the consideration was a Non-Compete
Agreement by Mr. and Mrs. Gear. Gottaplay alleges Gear violated that agreement,
thereby rendering the majority of the consideration for the transaction
worthless.

On February 10, 2005, we filed a claim against the PUD District No. 2
of Grant County, which began as a payment dispute with the PUD alleging
non-payment by Donobi, now known as Gottaplay, and Donobi asserting disparate
treatment at the hands of the PUD when compared to other similar entities doing
business in the PUD's area of operation. The matter was prepared for hearing and
a temporary injunction was entered prohibiting the PUD from terminating service
to Donobi upon the condition that Donobi pay certain sums on or before a certain
date each month. The injunction remains in force, and we continue to comply with
it, and Grant County PUD continues to provide services.

LEGAL MATTERS

The validity of the shares of common stock being offered hereby will be
passed upon for us by de Castro P.C., San Diego, California 92101.

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Articles of Incorporation, as amended, provide to the fullest
extent permitted by Nevada law, our directors or officers shall not be
personally liable to us or our stockholders for damages for breach of such
director's or officer's fiduciary duty. The effect of this provision of our
Articles of Incorporation, as amended, is to eliminate our rights and our
stockholders (through stockholders' derivative suits on behalf of our company)
to recover damages against a director or officer for breach of the fiduciary
duty of care as a director or officer (including breaches resulting from
negligent or grossly negligent behavior), except under certain situations
defined by statute. We believe that the indemnification provisions in our
Articles of Incorporation, as amended, are necessary to attract and retain
qualified persons as directors and officers.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act" or "Securities Act") may be permitted to directors,
officers or persons controlling us pursuant to the foregoing provisions, or
otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.

EXPERTS

Our financial statements, as of and for the periods September 30, 2006
and March 31, 2007 have been audited and reviewed, respectively, by Lake and
Associates CPA's, LLC, registered independent auditors, as set forth in their
report included herein and incorporated herein by reference. Such financial
statements have been included in reliance upon such report given upon their
authority as experts in accounting and auditing.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference contain
forward looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act which are intended to be covered by the
safe harbors created thereby. Generally, these forward-looking statements
include but are not limited to statements about our plans, objectives,
expectations, intentions and other statements contained in this prospectus that
are not historical facts. You can identify these statements by forward-looking
words, such as "expect," "anticipate," "intend," "plan," "believe," "seek,"
"estimate," "may," "will" and "continue" or similar words. You should read
statements that contain these words carefully because they may discuss our
future expectations, contain projections of our future results of operations or
of our financial condition or state other forward-looking information. We
caution readers that these forward-looking statements are not guarantees of
future performance or events and are subject to a number of uncertainties, risks
and other influences, many of which are beyond our control and may influence the
accuracy of the statements and projections upon which the statements are based.
The factors listed in the sections captioned "Risk Factors" as well as any
cautionary language in this prospectus, provide examples of risks, uncertainties
and events that may cause our actual results to differ materially from the
expectations we describe in our forward-looking statements. Before you invest in
our common stock, you should be aware that the occurrence of the events
described in the "Risk Factors" section and elsewhere in this prospectus could
have a material adverse effect on our business, operating results and financial
condition.

FURTHER INFORMATION

<PAGE>

We file annual, quarterly and special reports, proxy statements and
other information with the Securities Exchange Commission, or the SEC. You may
inspect and copy these materials at the public reference facilities maintained
by the SEC at:

Judiciary Plaza Citicorp Center
Room 1024 500 West Madison Street
450 Fifth Street, N.W. Suite 1400
Washington, D.C. 20549 Chicago, Illinois 60661

You also may obtain copies of these materials from the SEC at
prescribed rates by writing to the Public Reference Section of the SEC, 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for more information on the operation of the public reference
rooms. You also can find our SEC filings at the SEC's website at
HTTP://WWW.SEC.GOV.

We have filed with the SEC a registration statement on Form SB-2 under
the Securities Act of 1933, as amended, or the Securities Act, with respect to
the shares of common stock offered in this prospectus. This prospectus is part
of that registration statement and, as permitted by the SEC's rules, does not
contain all of the information set forth in the registration statement. For
further information about us and our common stock, we refer you to those copies
of contracts or other documents that have been filed as exhibits to the
registration statement, and statements relating to such documents are qualified
in all respects by such reference. You can review and copy the registration
statement and its exhibits and schedules from the SEC at the address listed
above or from its Internet site.

Our World Wide Web site is located at HTTP://WWW.GOTTAPLAY.COM and
HTTP://WWW.DONOBI.COM . Information contained on our Web site does not
constitute, and shall not be deemed to constitute, part of this prospectus.

FINANCIAL STATEMENTS

The information required by this item is included on pages F-1 through
F-34 attached hereto and incorporated by reference. The index to the
consolidated financial statements can be found on page F-1.

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

SEC Registration Fee $ 426.04
Transfer Agent Fees 3,000.00
Legal Fees and Expenses 10,000.00
Printing and Engraving Expenses 3,500.00
-------------------
Total $ $16,926.04
===================

The foregoing expenses, except for the SEC fees, are estimated.

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

RECENT SALES OF UNREGISTERED SECURITIES

The following sets forth information regarding all sales of our
unregistered securities within the past three years. All of these shares were
exempt from registration under the Securities Act by reason of Section 4(2) of
the Securities Act, or Regulation D promulgated thereunder, as transactions by
an issuer not involving a public offering, or were exempt by reason of the
application of Regulation S. The recipients of securities in each of these
transactions represented their intentions to acquire the securities for
investment only and not with a view to or for sale in connection with any
distribution of the securities, and appropriate legends were affixed to the
share certificates and warrants issued in such transactions. All recipients had
adequate access, through their relationships with us or otherwise, to
information about us. Unless otherwise indicated, the issuances of the
securities described below were affected without the involvement of
underwriters. Further, the number of shares set forth in this Item 26 gives
effect to a one for six (6) reverse split of our common stock effective as of
July 24, 2006.

In April 2005, we issued $700,000 of 6% secured convertible debentures,
to an unrelated party. A total of 2 debentures were issued. Both debentures were
secured by certain assets and property of the Company. Pursuant to terms of
these debentures, in anticipation of the consummation of a merger between us and
Koa Internet, Inc. a Nevada Corporation, and as additional security for the
repayment of the debentures, we placed into escrow, 1,916,667 shares of our
common stock. October 18, 2006 the debentures, plus accrued interest, were paid
in full and the 1,916,667 shares of common stock held in escrow were assigned to
an accredited investor group which had purchased the debentures from the
original holders of the debentures.

On March 17, 2006, the Company issued 500,000 shares of our Common
Stock to one entity in consideration for forgiveness and in full payment of a
certain Note Payable owed by us, then having a balance of principal and interest
of $105,000 ($0.21 per share).

On March 17, 2006, we issued 41,667 shares of common stock to Mr.
Clarke Whitney and 33,333 shares of common stock to Norm Johnson, each a
director of our Company. These shares were issued in consideration for services
rendered to us and had an agreed market value of $0.24 per share.

On March 21, 2006, we entered into a consulting agreement with Terry
Stein and in consideration of the services undertaken, we issued 60,833 shares
of common stock with a fair market value of $0.90 per share.

On March 21, 2006, we issued 302,262 shares of common stock to the
"Donobi, Inc. Profit sharing Plan".

On March 24, 2006 we issued to Terry Stein 33,333 shares of common
stock for past services as an officer and director at an agreed market value of
$0.84 per share.

On March 24, 2006, we entered into a consulting agreement with John
Loidhamer. In consideration of the services undertaken, we issued 8,333 shares
of common stock with a fair market value of $0.84 per share.

Between March, 2006 and May, 2006, we sold 5,000,000 shares of common
stock to six (6) overseas investors for aggregate proceeds of $300,000 ($.06 per
share). We also provided these investors with certain "piggyback" registration
rights with respect to the shares.

On July 14, 2006 we issued to Highgate House Funds Ltd., 8,334 shares
of our common stock as an inducement to waive a certain condition under an
Amendment to an Agreement dated June 30, 2006. The shares had an agreed upon
market value of $1.20 a share.

GOTAPLAY INTERACTIVE, INC. - MERGER ISSUANCES

On July 24, 2006, pursuant to a Merger Agreement (the "Agreement"),
Gotaplay Interactive, Inc. ("Gotaplay"), a privately held Nevada corporation,
merged with Donobi, Inc. In accordance with the Agreement, the Registrant (a)
completed a one for 6 reverse stock split; (b) issued 17,744,618 post-reverse
split shares of common stock to the former stockholders of Gotaplay;

POST MERGER STOCK ISSUANCES

On July 25, 2006, we issued 2,000,000 shares of common stock to Capital
Group Communications in consideration of services rendered, with a fair market
value at the date of issuance. However, on February 22, 2007, our board of
directors voted to terminate the consulting agreement. On April 20, 2007, we
issued instructions for the cancellation of the shares.

On July 26, 2006, we issued 120,000 shares of common stock to
Silverdale Partners, LP in consideration for services rendered, with a fair
market value at the date issuance.

On October 1, 2006, four accredited investors purchased a total of
$312,500 in one year Convertible Promissory Notes (the 10/1/06 Notes") which are
convertible into shares of our common stock at $1.25 per share. As additional
consideration to these accredited investors, we issued: a) 250,000 warrants to
purchase 250,000 shares of our common stock at $1.50 per share at an exercise
price of $1.50 for a period of two years; and, b) 250,000 warrants to purchase
250,000 shares of our common stock at $2.50 per share for a period of three
years;

On October 15, 2006, four accredited investors purchased a total of
$845,373 in one year Convertible Promissory Notes (the 10/15/06 Notes") which
are convertible into shares of our common stock at $1.25 per share. As
additional consideration to these accredited investors, we issued: a) 676,298
warrants to purchase 676,298 shares of our common stock at $1.50 per share at an
exercise price of $1.50 for a period of two years; and, b) 676,298 warrants to
purchase 676,298 shares of our common stock at $2.50 per for a period of three
years;

On January 22, 2007, we entered into a consulting agreement with San
Diego Torrey Hills Capital LLC. Under which the terms of the agreement, in
consideration of the services, we issued 30,000 shares of common stock with a
fair market price of $2.33 per share.

On January 31, 2007 five accredited investors purchased a total of
$120,000 in one year Convertible Promissory Notes (the 1/10/07 Notes") which
were convertible into shares of our common stock at $1.25 per share. As
additional consideration to these accredited investors, we issued: a) 96,000
warrants to purchase 96,000 shares of our common stock at $1.50 per share at an
exercise price of $1.50 for a period of two years; and, b) 96,000 warrants to
purchase 96,000 shares of our common stock at $2.50 per for a period of three
years;

On January 23, 2007, we issued to J. Roebling Fund, upon the exercise
of warrants, 40,000 shares of common stock at an exercise price of $2.50 per
share.

From February 23, 2007 through March 31, 2007 we sold to 26 accredited
investors, a total of 1,828,000 Units (the "Unit[s]") for $1.25 per Unit (total
of $2,285,000.) Each Unit consists of: a) one share of common stock; b) one
warrant to purchase one share of our common stock at a purchase price of $1.50
per share for a period of two years, and, c) one warrant to purchase one share
of our common stock at a purchase price of $2.50 for a period of 3 years.
Prestige Financial Center, acted as Placement Agent for 1,308,000 of the Units
(total of $1,630,000) and received compensation consisting of x) a commission of
10% ($163,500) of the amount funded; y) warrants to purchase 416,000 shares of
common stock at an exercise price of $1.50 per share for a period of two years;
and z) warrants to purchase 130,800 shares of our common stock at an exercise
price of $2.50 per share for a period of three years. No commissions were paid
on the sale of 520,000 Units which were sold by officers of the Company.

On February 28, 2007, we issued 220,000 shares of our common stock with
a value of $2.55 per share in connection with our acquisition of Gamershare,
Inc.

On March 15, 2007 we entered into a Consulting Agreement with The
Lexicomm Group to provide us with public relation services. Pursuant to the
Agreement, we will issue as part of the monthly compensation, $2,500 per month
in shares of our common stock with the fair market value on date of issuance. To
date, we have issued 504 shares of common stock at $2.48 per share and 1,309
shares of stock at a fair market value of $1.90 per share.

On March 28, 2007, we entered into a Letter of Agreement with Andrew J.
Barwicki to provide investor relation services for us. Under the terms of the
Agreement, monthly compensation is $3,100 and 4,000 shares of common stock. To
date we have issued 4,000 shares of common stock with a fair market value of
$2.25 per share.

On March 28, 2007, we entered in a Consulting Agreement with Prominence
Media Corp to provide media relations. Compensation, in anticipation of the
services to be performed was $168,000 of our common stock with a fair market
value of $2.25 per share totaling 74,667 shares of common stock.

ITEM 27. EXHIBITS

5.1 Legal opinion and consent of de Castro P.C.
23.1 Consent of de Castro P.C. (included with Exhibit 5.1)
23.2 Consent of Auditors

ITEM 28. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement:

50
<PAGE>

(i) To include any prospectus required by
section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts
or events which, individually or in the aggregate, represent a fundamental
change in the information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any additional or changed
material information with respect to the plan of distribution.

(2) That, for the purpose of determining any liability under
the Securities Act, treat each such post-effective amendment as a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers, and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses incurred or
paid by a director, officer or controlling person of the small business issuer
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

(c) Each prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on
Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such first use, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such
date of first use.

<PAGE>

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form SB-2/A1 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Gig Harbor, State of Washington, on June 11,
2007.

GOTTAPLAY INTERACTIVE, INC.

By:/S/ JOHN P. GORST
---------------------------------
John P. Gorst,
Chief Executive Officer

By:/S/ M. Carroll Benton
---------------------------------
M. Carroll Benton
Principal Accounting Officer

In accordance with the Securities Act of 1933, Form SB-2 Registration
Statement was signed by the following persons in the capacities and on the dates
indicated.

Dated: June 11, 2007 /S/ JOHN P. GORST
John P. Gorst
Chief Executive Officer and Director

Dated: June 11, 2007 /S/ ASRA RASHEED
Asra Rasheed
President

Dated: June 11, 2007 /S/ M. CARROLL BENTON
M. Carroll Benton
Chief Administrative Officer,
Chief Financial Officer, Secretary,
Treasurer and Director,

Dated: June 11, 2007 /S/ WILLIAM M. WRIGHT, III
William M. Wright, III
Chief Operating Officer
Director

Dated: June 11, 2007 /S/ MARK H. LEVIN
Mark H. Levin
Director

Dated: June 11, 2007 /S/ NORM JOHNSON
----------------
Norm Johnson
Director

<PAGE>

F-1
<TABLE>
<CAPTION>
<S> <C>
INDEX TO FINANCIAL STATEMENTS.........................................................F-1

Interim Financial Statements for the Three and Six Months
Ended March 31, 2007 - (unaudited)

Balance Sheets........................................................................F-2
Statements of Operation...............................................................F-3
Statement of Stockholders' Deficit....................................................F-4
Statements of Cash Flows..............................................................F-5
Notes to Financial Statements.........................................................F-6

Financial Statements for the Years Ended September 30, 2006 and September
30, 2005

Report of Independent Certified Public Accountants....................................F-15
Balance Sheets........................................................................F-16
Statements of Operations..............................................................F-17
Statement of Stockholders' Deficit....................................................F-18
Statements of Cash Flows..............................................................F-20
Notes to Financial Statements.........................................................F-21

</TABLE>

<PAGE>

Gottaplay Interactive, Inc.
and Its Wholly Owned Subsidiaries
CONSOLIDATED CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>
March 31, 2007 September 30, 2006
(Unaudited)
--------------------- ---------------------
Assets

Current assets
<S> <C> <C>
Cash $ 1,426,132 $ 61,130
Accounts receivable, net of $47,934 allowance for doubtful
accounts 147,224 181,400
Work-in-progress 3,873 11,563
Prepaid expenses and other current assets 442,307 31,800
Deferred charges 45,000 45,000
--------------------- ---------------------
Total current assets 2,064,536 330,893
--------------------- ---------------------
Fixed assets, net of $807,717 of accumulated depreciation 455,750 281,876
--------------------- ---------------------
Other assets
Intangible assets, net of $217,219 of accumulated 1,622,885 1,052,729
amortization
Deposits 15,529 13,451
--------------------- ---------------------
Total other assets 1,638,414 1,066,180
--------------------- ---------------------

Total assets $ 4,158,700 $ 1,678,949
==================== ====================

Liabilities and Stockholders' Equity (Deficit)

Current liabilities
Accounts payable $ 697,132 $ 649,161
Accounts payable - related parties 51,204 43,326
Accrued liabilities 478,342 425,889
Accrued liabilities - related parties 30,315 32,411
Deferred and prebilled revenues 266,067 251,544
Convertible debentures -- 465,000
Current portion of notes payable 235,924 302,040
Convertible notes payable, net of $735,344 unamortized 542,529 --
discount
Notes and loans payable - related parties 113,509 765,082
Obligations under capitalized leases 13,554 27,046
Amounts due - related parties 6,316 8,468
--------------------- ---------------------
Total current liabilities 2,434,892 2,969,967
--------------------- ---------------------
Long-term liabilities
Long term portion of notes payable 80,000 85,234
--------------------- ---------------------
Total liabilities 2,514,892 3,055,201
--------------------- ---------------------
Stockholders' equity (deficit)
Preferred stock, $0.001 par value, 5,000,000 shares
authorized, none issued and outstanding -- --
Common stock, $0.001 par value, 100,000,000 shares
authorized, 31,100,100 shares issued and 31,096,690
shares outstanding 31,100 28,893
Treasury stock (7,879) (379)
Additional paid-in capital 5,892,106 3,586,369
Common stock and subscription units authorized, but 2,454,250 --
unissued
Additional paid-in capital - treasury stock 230,614 230,614
Prepaid services paid with common stock (1,250,000) (2,450,000)
Accumulated deficit (5,706,383) (2,771,749)
--------------------- ---------------------
Total stockholders' equity (deficit) 1,643,808 (1,376,252)
--------------------- ---------------------
Total liabilities and stockholders' equity (deficit) $ 4,158,700 $ 1,678,949
===================== =====================
</TABLE>
The accompanying notes are an integral part of these consolidated condensed
financial statements.

<PAGE>

Gottaplay Interactive, Inc.
and Its Wholly Owned Subsidiaries
Consolidated Condensed Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>

Three months ended Six months ended
March 31, March 31,
-------------------------- --------------------------
2007 2006 2007 2006
----------- ----------- ----------- -----------

<S> <C> <C> <C> <C>
Revenues $ 588,494 $ 42,547 $ 1,091,390 $ 66,405
Cost of revenues 360,933 50,845 652,010 89,646
----------- ----------- ----------- -----------
Loss before operating expenses 227,561 (8,298) 439,380 (23,241)
----------- ----------- ----------- -----------
Operating Expenses
Fulfillment 162,568 59,875 266,673 119,403
Technology and development 17,768 13,500 39,256 28,000
Advertising and marketing 267,536 11,258 415,334 46,050
General and administrative 917,655 138,351 1,981,004 244,312
Officers' compensation 159,907 39,808 257,891 78,787
Related party expenses 37,103 31,382 72,642 58,990
----------- ----------- ----------- -----------
Total operating expenses 1,562,537 294,174 3,032,800 575,542
----------- ----------- ----------- -----------
Loss from operations (1,334,976) (302,472) (2,593,420) (598,783)
----------- ----------- ----------- -----------
Other (expense) Income
Interest income and other income 4,589 228 14,475 551
Other income 1,935 -- 3,995 --
Gain on disposition of assets -- -- -- 3,391
Interest expense and financing costs (238,598) (18,497) (359,684) (32,196)
----------- ----------- ----------- -----------
Total other expense (232,074) (18,269) (341,214) (28,254)
----------- ----------- ----------- -----------
Net loss before income taxes (1,567,050) (320,741) (2,934,634) (627,037)
Provision for income taxes -- -- -- --
----------- ----------- ----------- -----------
Net Loss $ (1,567,050 $ (320,741) $ (2,934,634 $ (627,037)
=========== =========== =========== ===========

Weighted average number of common shares
outstanding 30,940,358 14,946,837 30,694,098 14,946,837
=========== =========== =========== ===========

Net loss per common shares outstanding, basic
and diluted $ (0.05) $ (0.02) $ (0.10) $ (0.04)
=========== =========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these consolidated condensed
financial statements.

<PAGE>

Gottaplay Interactive, Inc.
and Its Wholly Owned Subsidiaries
Consolidated Condensed Statement of Stockholders' Equity (Deficit)
For the six months ended March 31, 2007
(Unaudited)

Common Stock Treasury Stock

Additional
Shares Amount Amount Paid in Capital
----------------------------------------------------------------------------

<S> <C> <C> <C> <C>
Balance at September 30, 2006 ..... 28,893,433 $ 28,893 $ (379) $ 230,614

Allocation of discount on
convertible notes payable ......... -- -- -- --

Stock subscription units, net of .. -- -- --
expenses .......................... -- -- (163,500) 2,285,000

Authorization to issue common stock
at market value for non-employee
contracted services ............... -- -- -- --

Issuance of common stock at market
value for non-employee contracted . 30,000 30 --
services .......................... -- -- 71,970 --

Issuance of common stock at market
value to merge company ............ 220,000 220 -- --

Recognition of prepaid services
rendered and earned ............... -- -- -- --

Issuance of common stock in
conjunction with settlement of .... 1,916,667 1,917 --
debts ............................. -- -- 732,002 --

Exercise of 40,000 warrants; stock -- -- --
unissued .......................... -- -- -- 100,000

Issuance of common stock for
exercise of warrants .............. 40,000 40 -- --

Treasury shares purchased ......... (3,410) -- (7,500) --

Net loss for the six months ended,
March 31, 2007 ................... -- -- -- --
----------- ----------- ----------- -----------

Balance at March 31, 2007 ......... 31,096,690 $ 31,100 $ (7,879) $ 230,614
=========== =========== =========== ===========
</TABLE>

(Continued from previous page)
<TABLE>
<CAPTION>

Common
Additional Stock (units) Total
Paid-in Authorized but Prepaid Accumulated Stockholders'
Capital Unissued Services Deficit Equity/(Deficit)
-------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C>
Balance at September 30, 2006 ..... $ 3,586,369 $ -- $(2,450,000) $(2,771,749) $(1,376,252)

Allocation of discount on
convertible notes payable ......... 1,004,525 -- -- -- 1,004,525

Stock subscription units, net of ..
expenses .......................... -- 2,121,500

Authorization to issue common stock
at market value for non-employee
contracted services ............... -- 169,250 -- -- 169,250

Issuance of common stock at market
value for non-employee contracted .
services .......................... -- 72,000

Issuance of common stock at market
value to merge company ............ 560,780 -- -- -- 561,000

Recognition of prepaid services
rendered and earned ............... -- -- 1,200,000 -- 1,200,000

Issuance of common stock in
conjunction with settlement of ....
debts ............................. -- 733,919

Exercise of 40,000 warrants; stock
unissued .......................... -- 100,000

Issuance of common stock for
exercise of warrants .............. 99,960 (100,000) -- -- --

Treasury shares purchased ......... -- -- -- -- (7,500)

Net loss for the six months ended,
March 31, 2007 ................... -- -- -- (2,934,634) (2,934,634)
----------- ----------- ----------- ----------- -----------
Balance at March 31, 2007 ......... $ 5,892,106 $ 2,454,250 (1,250,000) $(5,706,383) $ 1,643,808
=========== =========== =========== =========== ===========
</TABLE>

The accompany notes are an integral part of this consolidated condensed
financial statement.

Gottaplay Interactive, Inc.
and Its Wholly Owned Subsidiaries
Consolidated Condensed Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>

Six months ended Six months ended
March 31, 2007 March 31, 2006
-------------------- ---------------------
Cash Flows from operating activities

Increase (decrease) in cash
<S> <C> <C>
Net loss ............................................................................ $(2,934,634) $ (627,037)
Adjustment to reconcile net loss to cash (used) in
operating activities:
Depreciation and amortization ................................................... 234,210 66,651
Gain on disposition of assets ................................................... -- (3,391)
Amortization of discounts ....................................................... 269,180 --
Amortization of prepaid expenses ................................................ 1,272,000 --
Share-based compensation for services rendered .................................. 1,250 35,549

Changes in assets and liabilities:
Accounts receivable ........................................................ 34,176 --
Accounts payable ........................................................... 47,973 72,572
Accounts payable - related parties ......................................... 7,878 48,990
Accrued liabilities ........................................................ 96,010 19,918
Accrued liabilities - related parties ...................................... 29,714 23,945
Deferred revenue and pre-billed revenue .................................... 14,522 6,710
Other current assets and prepaid expenses .................................. (234,816) 1,057
----------- -----------
Net cash (used) in operating activities ....................... (1,162,537) (355,036)
----------- -----------
Cash flows from investing activities
Cash paid to merger company ......................................................... (60,000) --
Purchase of fixed assets ............................................................ (61,552) --
Purchase of DVD library ............................................................. (295,689) (58,764)
Deposit on leased facilities ........................................................ (2,078) --
----------- -----------
Net cash (used) in investing activities .................................. (419,319) (58,764)
----------- -----------
Cash flows from financing activities
Proceeds from convertible notes payable ............................................. 921,825 305,000
Proceeds from stock subscription units .............................................. 2,285,000 300
Payments for commissions due on stock subscription units ............................ (163,500) --
Payments on notes payable ........................................................... (71,350) (3,750)
Proceeds from notes payable - related parties ....................................... 30,000 100,000
Payments on notes payable - related parties ......................................... (134,125) (26,000)
Payments on capitalized leases ...................................................... (13,492) --
Proceeds from exercise of warrants .................................................. 100,000 --
Purchase of treasury stock .......................................................... (7,500) --
Proceeds from loans - related parties ............................................... -- 171,950
Payments on loans - related parties ................................................. -- (132,720)
----------- -----------
Net cash provided by financing activities ................................ 2,946,858 414,780
----------- -----------
Net increase in cash .................................................................... 1,365,002 980
Cash at beginning of period ............................................................. 61,130 5,917
----------- -----------
Cash at end of period ................................................................... $ 1,426,132 $ 6,897
=========== ===========
</TABLE>

Supplemental disclosures and non-cash investing and financing activities - see
Note 14.

The accompanying notes are an integral part of these consolidated condensed
financial statements.

Gottaplay Interactive, Inc. and Its Wholly Owned Subsidiaries
Notes to Consolidated Condensed Financial Statements
March 31, 2007 (Unaudited)

On July 24, 2006, Gottaplay Interactive, Inc. ("Gottaplay" and the "Company"),
formerly known as Donobi, Inc. ("Donobi"), a publicly held company, merged with
Gotaplay Interactive, Inc. ("Gotaplay"), a privately held Nevada corporation
pursuant to a Merger Agreement ("Agreement"). In accordance with terms of the
Agreement, Donobi was to:

(a.) Execute a one for six reverse stock split, prior to the merger, thereby
reducing the number issued and outstanding shares of common stock from
65,619,481 to 10,936,580, and

(b.) Issue 17,744,618 post-reverse split shares of common stock to the former
stockholders of Gotaplay after the merger, and (c.) Amend its Articles of
Incorporation by changing the name of the Company from Donobi, Inc. to
Gottaplay Interactive, Inc., and (d.) Elect all the former directors of
Gotaplay to the board of directors of Gottaplay and have all Donobi's
directors resign except for two individuals, one being an officer of the
Donobi and now an officer of Gottaplay.

As a result of the Agreement, the merger transaction was treated for accounting
purposes as a "reverse merger", effective July 24, 2006. The legal acquirer is
Donobi, Inc. and the accounting acquirer is Gottaplay Interactive, Inc. The
merger had been accounted for pursuant to Statement on Financial Accounting
Standards ("SFAS") No. 141, "Business Combinations" and SFAS No. 142, "Goodwill
and Other intangible Assets". However, no goodwill was recognized in this
transaction.

On February 28, 2007, the Company's wholly owned subsidiary, Gottaplay
Management, Inc. ("GMI"), a Nevada corporation, merged a privately held Florida
company called Gamershare, Inc. ("GSI") into its operations. In consideration
for the merger, the Company paid the former sole shareholder of GSI $60,000 in
cash and issued 220,000 shares of its $0.001 par value common stock. The shares
were valued at market, or $2.55 per share, on the date of closing, and the total
value of these shares was $561,000. The Company also agreed to issue up to
another 170,000 shares of its $0.001 par value common stock to the former
shareholder of GSI, if certain revenue milestones are achieved. The assets,
liabilities and other obligations of GSI are nominal. GMI is the surviving
corporation. The former shareholder of GSI also received a three year employment
agreement.

ORGANIZATION AND DESCRIPTION OF BUSINESS

The consolidated condensed financial statements include the accounts of the
Company and its wholly owned subsidiaries. Each division and subsidiary company
separately accounts for its operations and transactions and all inter-company
and all intra-divisional transactions have been eliminated.

As a result of this merger there are two distinct operating divisions: (a.) a
division operating an on-line video game rental business offered to the general
public, and (b.) a division operating as an internet service provider ("ISP")
and digital video services business. The primary core of business is the on-line
video game rental business.

ON-LINE VIDEO GAME RENTAL DIVISION

The on-line video game rental division began operations in October 2004. The
division provides a subscriber access to a comprehensive library of titles via
the internets as an alternative to store based gaming rentals. For the standard
subscription plan of $20.95 per month, subscribers can generally have up to two
titles out at the same time with no due dates, late fees or shipping charges. In
addition to the standard plan, the Company offers two other service plans with
different price points that allow subscribers to keep either fewer or more
titles at the same time. Subscribers select titles at the Company's website,
aided by its proprietary recommendation service, and generally receive the game
within three business days by U.S. Postal mail service. The gamers then return
the game at their convenience using the Company's prepaid mailers. After a title
has been returned, the Company mails a title from the subscriber's game queue.
All of the Company's subscription revenues are generated in the United States of
America.

INTERNET SERVICE PROVIDER DIVISION ("ISP")

Internet related services including connectivity, web access, web hosting and
development, video services, networking and development and design to single and
multi-unit residential and business customers across the United States of
America, principally in the Northwestern part of the U.S.A.

YEAR-END AND DOMICILE

The Company and its wholly owned subsidiaries adopted September 30th as its
fiscal year end and are domiciled in Nevada.

Note 2 - Basis of Presentation and Summary of Significant Accounting Policies

Certain information and footnote disclosures, normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the Unites States of America, have been condensed or omitted. It is suggested
that these consolidated condensed financial statements be read in conjunction
with the consolidated financial statements and notes thereto included in the
Amended Annual Report on Form 10-KSB/A for the fiscal year ended September 30,
2006 filed by the Company on January 16, 2007.

A summary of the significant accounting policies consistently applied in the
preparation of the accompanying consolidated condensed financial statements is
as follows:

PRINCIPLE OF CONSOLIDATION

The consolidated condensed financial statements include the accounts of
Gottaplay Interactive, Inc. and its subsidiaries. Intercompany transactions and
balances have been eliminated.

MANAGEMENT'S USE OF ESTIMATES AND ASSUMPTIONS

The preparation of the consolidated condensed financial statements in conformity
with generally accepted accounting principles in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of the assets and liabilities, disclosure of contingent assets and
liabilities at the date of the consolidated condensed financial statements, and
the reported amounts of revenue and expense during the reporting periods. Actual
results may differ from those estimates and assumptions.

RECLASSIFICATIONS

Certain amounts reported in previous periods have been reclassified to conform
to the Company's current period presentation.

REVENUE RECOGNITION AND DEFERRED REVENUES

On-Line Video Game Rental Division

The Company charges $1.00 for an initial ten-day trial period. At any time
during the initial ten-day period, a new subscriber has the right to rescind
their agreement, but will not receive full credit for the $1.00 charge.

If the subscriber does not cancel during the ten-day period, the Company will
charge his credit card account according to the plan selected by the subscriber,
and until the subscriber cancels his subscription. The Company recognizes
subscription revenue ratably during each subscriber's monthly subscription
period. For financial reporting purposes, the Company allocates subscription
fees over the number of days in the month for which the fee was charged and will
record deferred revenue at month end for subscription fees received, but not yet
earned, which will be fully recognized in the following month. The Company
recognized $58,278 of deferred revenues as of March 31, 2007 for this division.
All authorized refunds to subscribers are recorded as a reduction of revenues.
Revenues from sales of used video games will be recorded upon shipment.

ISP and Digital Video Services Division

ISP subscriber revenues are billed monthly and are recorded as revenue for that
month the connectivity services are provided. In addition to monthly invoicing,
ISP customers also have several billing options to prepay subscription fees and
the plans are: (a.) quarterly, (b.) semi-annually, and (c.) annually. All
prepaid fees are recorded as deferred and/or pre-billed revenues and
accordingly, are recognized in the month the connectivity service is provided.
At March 31, 2007, the Company's ISP division recognized deferred revenues and
pre-billed revenues of $207,789. Support and maintenance contracts are
recognized over the term of the respective contract. Provisions for discounts
and rebates to customers, estimated returns and allowances, and other
adjustments are provided for in the same period the related sales are recorded.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial instruments consist principally of cash, accounts and related party
receivables, trade and related party payables, accrued liabilities, short-term
obligations and notes receivable. The carrying amounts of such financial
instruments in the accompanying consolidated condensed balance sheets
approximate their fair values due to their relatively short-term nature. It is
management's opinion that the Company is not exposed to any significant currency
or credit risks arising from these financial instruments.

LOSS PER COMMON SHARE

Basic loss per common share is provided in accordance with SFAS 128, "Earnings
Per Share." Basic loss per common share is computed by dividing the net loss
available to the shareholders of common stock by the weighted average number of
common shares outstanding during the period. Diluted loss per common share is
computed by dividing the net loss by the weighted average number of common
shares including the dilutive effect of common share equivalents then
outstanding. Common stock equivalents are not included in the computation of
diluted net loss per common share because the effect would be anti-dilutive.

SHARE-BASED PAYMENTS

The Company adopted Statement of Financial Accounting standards ("SFAS") No. 123
(Revised December 2004), "Share-Based Payment" (SFAS No. 123R), which requires
the measurement and recognition of compensation expense fro all share-based
payment awards made to employees and directors, including stock options,
employee stock purchases related to an employee stock purchase plan and
restricted stock units based on estimated fair values of the awards over the
requisite employee service period. SFAS No. 123R supersedes Accounting
Principles Board Opinion No. 25 ("APB No. 25"), "Accounting for Stock Issued to
Employees", which the company previously followed in accounting for stock-base
awards. In March 2005, the SEC issued Staff Bulletin No. 107("SAB No. 107"), to
provide guidance on SFAS 123R. The Company has applied SAB No. 107 in its
adoption of SFAS No. 123R.

Under SFAS No. 123R, stock-base compensation cost is measured at the grant date,
based on the estimated fair value of the award, and is recognized on a
straight-line basis as expense over the employee's requisite service period. The
Company has no awards with market or performance conditions. The Company adopted
the provisions of SFAS 123R in its fiscal year ended September 30, 2006, using
the modified prospective application method. The valuation provisions of SFAS
123R apply to new awards and to awards that are outstanding on the effective
date (or date of adoption) and subsequently modified or cancelled; prior periods
are not revised for comparative purposes. Estimated compensation expense for
awards outstanding on the effective date will be recognized over the remaining
service period using the compensation cost calculated for pro forma disclosure
under FASB Statement No. 123, "Accounting for Stock-Based Compensation".

SEGMENT REPORTING

The Company follows SFAS No. 130, "Disclosures About Segments of an Enterprise
and Related Information." This statement requires companies to report
information about operating segments in interim and annual financial statements.
It also requires segment disclosures about products and services, geographic
areas and major customers. The Company has two reportable operating segments as
of March 31, 2007. (See also Note 13.)

RELATED PARTIES

Related parties, which can be a corporation or individual, are considered to be
related if the Company has the ability, directly or indirectly, to control the
other party or exercise significant influence over the other party in making
financial and operating decisions. Companies are also considered to be related
if they are subject to common control or common significant influence. The
Company has these relationships and which are identified as such in the
accompanying consolidated condensed financial statements.

RECENT AUTHORITATIVE ACCOUNTING PRONOUNCEMENTS

In June 2006, the FASB issued Interpretation No. 48, "Accounting for Uncertainty
in Income Taxes - an interpretation of FASB Statement No. 109" ("FIN 48") which
prescribes a recognition threshold and measurement attribute, as well as
criteria for subsequently recognizing, derecognizing and measuring uncertain tax
positions for financial statement purposes. FIN 48 also requires expanded
disclosure with respect to the uncertainty in income tax assets and liabilities.
FIN 48 is effective for fiscal years beginning after December 15, 2006, which
will be the Company's fiscal year beginning October 2007, and is required to be
recognized as a change in accounting principle through a cumulative-effect
adjustment to retained earnings as of the beginning of the year of adoption. The
adoption of FIN 48 is not expected to have a material impact on the Company's
results of operations or financial position.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
("SFAS 157"). While SFAS 157 formally defines fair value, establishes a
framework for measuring fair value and expands disclosure about fair value
measurements, it does not require any new fair value measurements. SFAS 157
applies under other accounting pronouncements that require or permit fair value
measurements. SFAS 157 is required to be adopted effective January 1, 2008 and
the Company does not presently anticipate any significant impact on its
financial position, results of operations or cash flows.

Note 3 - Going Concern and Management's Plan

The Company's consolidated condensed financial statements as of March 31, 2007
and for the six month period ended March 31, 2007 have been prepared using the
generally accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. The Company had a net loss of $2,934,634 and negative
cash flows from operations of $1,162,537 for the six months ended March 31,
2007. At March 31, 2007, the Company had a working capital deficit of $370,356
and a stockholders' equity of $1,643,808. The accompanying consolidated
condensed financial statements do not include any adjustments that might result
from the ultimate outcome of these risks and uncertainties. The Company's
working capital deficit as of March 31, 2007, may not enable it to meet certain
financial objectives as presently structured.

The rate at which the Company expends it financial resources is variable, may be
accelerated, and will depend on many factors. In order to obtain the necessary
operating and working capital, the Company seeks either public or private equity
investors and/or private debt financing. There can be no assurance that such
additional funding, if any, will be available on acceptable terms. The Company's
continued existence as a going concern is completely dependent upon its ability
to grow sales and to secure additional equity and/or debt financing and there
are no assurances that the Company will be successful. Without sufficient
short-term financing it would be unlikely for the Company to continue as a going
concern.

Note 4 - Accrued Liabilities

Accrued liabilities consist of the following at March 31, 2007:

Amount
-------------------

Payroll, vacations and related $223,396
Payroll taxes ................ 79,436
Business taxes ............... 36,576
Other expenses ............... 41,750
Interest ..................... 97,184
--------
Total accrued liabilities .... $478,342
========

Note 5 - Notes and Loans Payable - Related Parties

At March 31, 2007, two related parties are owed a total of $113,509 and the
notes are considered a current liability. The details of these related party
obligations are:

(i.) Note payable for $60,509 to a Director of the Board, 9.5% interest,
unsecured, and
(ii.) Note payable for $53,000 to an officer of the Company, 18% interest,
secured with personal property.

On February 9, 2007, unsecured notes and loans totaling $341,975 due to a
related party investor/stockholder were converted into a secured convertible
note payable. (See also Note 7.)

Note 6 - Notes Payable and Other Loans

The Company has eight notes payable at March 31, 2007 totaling $315, 924. These
notes bear interest ranging from 7.79 % to 18.0% per annum. Two notes, totaling
$22,738, are collateralized by personal property of the Company, and six notes
totaling $293,186, do not carry security or collateral. The long-term portion of
these notes is estimated at $80,000.

Note 7 - Secured Convertible Notes Payable

From October 1, 2006 through February 9, 2007, the Company consummated three
private placement financing agreements with ten investors for a total of
$1,277,873. (See also Note 5.) These obligations, in the form of 9%, secured
convertible notes payable, are due within one year of each note's issuance and
are convertible into 1,022,298 shares of par value common stock, valued at $1.25
per share. In conjunction with these notes, the Company granted warrants to
purchase shares of common stock, with terms as follows:

(a.) 1,022,298 warrants exercisable within two years from the date of grant at
$1.50 per share, and
(b.) 1,022,298 warrants exercisable within three years from the date of grant at
$2.50 per share. In December 2006, 40,000 warrants were exercised at $2.50
per share for total proceeds of $100,000. These shares were issued in
January 2007.

Each investor was granted a pro-rata security interest in all the Company's
assets.

For the six months ended March 31, 2007, the Company recorded discounts on these
convertible notes payable totaling $1,004,524, which are equal to the fair value
of the warrants granted, as determined using the Black-Scholes Option Pricing
Model. The Company recognized $269,180 of interest expense on the discounts for
the six months ended March 31, 2007. The unamortized balance at March 31, 2007
is $735,344. Discounts recognized are being amortized ratably over twelve
months, the term of each convertible note payable.

In April 2007, five investors converted $120,000 of the secured convertible
notes payable into 96,000 shares of common stock.

Note 8 - Subscription Units

In February and March 2007, the Company received a total of $2,285,000 from
investors for the purchase of 1,828,000 "Units" at $1.25 per Unit. Each Unit
consists of: (a) one share of common stock; (b) one warrant to purchase common
stock at a purchase price of $1.50 per share for a period of two years; and, (c)
one warrant to purchase common stock at a purchase price of $2.50 per share for
a period of three years. Warrants granted aggregated 3,656,000.

In April 2007, the Company issued a total 1,282,000 shares of common stock. (See
also Note 15.)

Note 9 - Secured Convertible Debentures

At September 30, 2006, the Company owed $464,600 on a 6% Secured Convertible
Debenture A, and $400 on a 6% Secured Convertible Debenture B. On October 18,
2006 the balances due on these debentures plus accrued interest of $58,919 was
paid in full with the release of 1,916,667 shares of common stock originally
held in escrow for the benefit of the debenture holders as collateral on these
securities. In addition, $210,000 of loans to a related party/ investor was paid
off as part of the complete transaction to payoff these debentures.

Note 10 - Options and Warrants

Under FASB Statement 123, the Company estimates the fair value of each stock
award at the grant date by using the Black-Scholes option pricing model with the
following weighted average assumptions used for the grants, respectively;
dividend yield of zero percent for all periods; expected volatility ranging from
154.86% and 158.94%; risk-free interest rates ranging from 4.79% and 4.88%; and,
expected lives ranging from 2.0 and 3.0 years for warrant awards granted during
the six months ended March 31, 2007.

A summary of the Company's stock options and warrants as of March 31, 2007 and
changes during the six months ended March 31, 2007 is presented below:
<TABLE>
<CAPTION>

Weighted Weighted
Options Average Average Grant
and Exercise Date Fair
Warrants Price Value
------------ -------------- ---------------
<S> <C> <C> <C>
Outstanding, September 30, 2006 3,129,309 $ 0.75 $ 0.75
Granted 6,247,396 1.98 1.98
Exercised 40,000 2.50 2.50
Expired/Cancelled -- -- --
------------ -------------- ---------------
Outstanding, March 31, 2007 9,336,705 $ 1.56 $ 1.56
------------ -------------- ---------------
Exercisable, March 31, 2007 9,336,705 $ 1.56 $ 1.56
============ ============== ===============
</TABLE>

Note 11 - Incentive Plan

In February 2007, the Company adopted the "2007 Directors, Officers and
Consultants Stock Option, Stock Warrant and Stock Award Plan" (the "Plan"). The
Plan provides for the issuance of incentive and non-qualified stock options,
stock appreciation rights and restricted stock to Directors, Officers, Employees
and Consultants. Upon the adoption of this Plan, the Company set aside 3,000,000
shares of $0.001 par value common stock, which may be issued upon the exercise
of securities granted. As of March 31, 2007, no securities have been granted or
are outstanding.

Note 12 - Treasury Stock

On October 19, 2006 the Company purchased 3,410 shares of its common stock for
$7,500 at the market price ($2.20 per share) for its shares at the close of the
trading day.

Note 13 - Segment Reporting

The Company operates in two principal business segments. The following table
sets forth the information for the Company's reportable segments and
reconciliation for the six months ended March 31, 2007.
<TABLE>
<CAPTION>
Internet
Service
On-line Game Provider
Rental Division Division Totals
-------------------------------------------------------
<S> <C> <C> <C>
Net sales ......................... $ 206,893 $ 884,497 $ 1,091,390
Direct cost of sales, net of
depreciation ...................... 99,495 423,947 523,442
Interest expense .................. 320,622 39,063 359,685
Depreciation and amortization ..... 143,031 91,179 234,210
Corporate and other expense, net of
other income ...................... 2,437,896 470,791 2,908,687
Loss from segment operations ...... (2,794,151) (140,483) (2,934,634)

Capitalized expenditures .......... 978,241 -- 978,241
Assets ............................ 2,823,052 1,335,648 4,158,700
</TABLE>

The Company did not have operating segments for the six months ended March 31,
2006.

Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related Information", establishes standards for reporting
information about operating segments. This standard requires segmentation based
on our internal organization and reporting of revenue and operating income or
loss based upon internal accounting methods. Operating segments are defined as
components of an enterprise about which separate financial information is
available that is evaluated regularly by the chief operating decision maker, or
decision making group, in deciding how to allocate resources and in assessing
performance.

Because of the Company's integrated business structure, operating costs of one
segment may directly or indirectly benefit the other segment. Therefore, these
segments are not designed to precisely measure operating income or loss directly
related the products included in each segment. As inter-segment costs are
incurred in the future, management will accordingly recognize or estimate the
alignment of these certain costs, and plan to evaluate the alignments on a
regular basis.

Note 14 - Supplemental Cash Flow Information

Supplemental disclosures of cash flow information for the six months ended March
31, 2007 and 2006, respectively, are summarized as follows:

NON-CASH INVESTING AND FINANCING Six months ended March 31,
--------------------------------
2007 2006
-----------------------------
<S> <C> <C>
Convert debentures and accrued liabilities into
shares of common stock .............................. $ 523,919 $ --
Convert loans due to related party into a common stock . 210,000 --
Allocation of discount for value of warrants issued with
secured convertible notes payable ................... 1,004,525 --
Issue common stock for inducement to merge ............. 561,000 --
Issue common stock for prepaid professional services ... 240,000 --
Convert related party notes, loans and accrued interest
into secured convertible note payable ............... 356,048 --
Convert related party loan to note payable ............. -- 333,837
Vendor credit received for return of video games ....... -- 11,365
</TABLE>

CASH PAID FOR INTEREST AND TAXES Six months ended March 31,
--------------------------------
2007 2006
-----------------------------

Interest............................ $ 16,356 $ --
Taxes .............................. -- --

Note 15 - Subsequent Events

On April 20, 2007, the Company cancelled 2,000,000 shares of common stock
originally issued to an investment relations firm, pursuant to an agreement
dated July 25, 2006. The value of these shares was $3,000,000 and was reported
as prepaid services in the accompanying Consolidated Condensed Statement of
Stockholders' Deficit. The reason for cancellation was due to non performance.

In April 2007, the Company issued 1,924,000 shares of common stock to certain
investors holding secured convertible notes payable (96,000 shares) and all
investors holding the subscription units (1,828,000). (See Notes 7 and 8.)

&lt/R&gt
<PAGE>

LAKE & ASSOCIATES, CPA'S

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Gottaplay Interactive Inc. and Subsidiary

We have audited the accompanying consolidated balance sheets of Gottaplay
Interactive Inc., (formerly known as Donobi, Inc.) and Subsidiary as of
September 30, 2006 and related consolidated statements of operations,
stockholders' equity (deficit), and cash flows for the years ending September
30, 2006 and 2005. These consolidated financial statements are the
responsibility of the company's management. Our responsibility is to express an
opinion on these consolidated 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
consolidated financial statements are free of material misstatement. The company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Gottaplay
Interactive Inc., (formerly known as Donobi, Inc.) and Subsidiary as of
September 30, 2006 and the results of its operations and its cash flows for each
of the years in the two-year period ended September 30, 2006 in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. The Company has suffered recurring
losses and has yet to generate an internal cash flow that raises substantial
doubt about its ability to continue as a going concern. Management's plans in
regard to these matters are described in Note 3. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

LAKE & ASSOCIATES CPA'S LLC

BOCA RATON FLORIDA

JANUARY 10, 2007

225 NE MIZNER BLVD
SUITE 300
BOCA RATON, FLORIDA 33432

PHONE: 561.982.9874
FAX: 561.982.7985

F-15
<PAGE>
Gottaplay Interactive, Inc.
and Its Wholly Owned Subsidiaries
CONSOLIDATED BALANCE SHEET
September 30, 2006
<TABLE>
<CAPTION>
Assets
Current assets
<S> <C>
Cash ................................................................ $ 61,130
Accounts receivable, net of $53,807 allowance for doubtful
accounts ......................................................... 181,400
Work-in-progress .................................................... 11,563
Prepaid expenses and other current assets ........................... 31,800
Deferred charges .................................................... 45,000
-----------
Total current assets ................................ 330,893
-----------
Fixed assets, net ....................................................... 281,876
-----------
Other assets
Intangible assets, net .............................................. 1,052,729
Deposits ............................................................ 13,451
-----------
Total other assets ........................................... 1,066,180
-----------
Total assets ................................................. $ 1,678,949
===========

Liabilities and Stockholders' Deficit
Current liabilities
Accounts payable .................................................... $ 649,161
Accounts payable - related parties .................................. 43,326
Accrued liabilities ................................................. 425,889
Accrued liabilities - related parties ............................... 32,411
Deferred and prebilled revenues ..................................... 251,544
Convertible debentures .............................................. 465,000
Current portion of notes payable .................................... 302,040
Notes and loans payable - related parties ........................... 765,082
Obligations under capitalized leases ................................ 27,046
Amounts due to other related parties ................................ 8,468
-----------
Total current liabilities .................................... 2,969,967
-----------
Long-term liabilities
Long term portion of notes payable ................................ 85,234
-----------
Total liabilites ........................................................ 3,055,201
-----------
Stockholders' deficit
Preferred stock, $0.001 par value, 5,000,000 shares
authorized, none issued and outstanding .......................... --
Common stock, $0.001 par value, 100,000,000 shares
authorized, 28,893,433 issued and outstanding at
September 30, 2006 ............................................... 28,893
Treasury stock ...................................................... (379)
Additional paid-in capital .......................................... 3,586,369
Additional paid-in capital - treasury stock ......................... 230,614
Prepaid services paid with common stock ............................. (2,450,000)
Accumulated deficit ................................................. (2,771,749)
-----------
Total stockholders' deficit .................................. (1,376,252)
-----------
Total liabilities and stockholders' deficit .................. $ 1,678,949
===========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
F-16
<PAGE>

Gottaplay Interactive, Inc.
and Its Wholly Owned Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Year ended Year ended
September 30, 2006 September 30, 2005
----------------------------------------
<S> <C> <C>
Revenues ................................................ $ 464,531 $ 96,573
Cost of revenues ........................................ 321,735 204,648
------------ ------------
Loss before operating expenses ................... 142,796 (108,075)
------------ ------------

Operating expenses
Fulfillment ......................................... 225,187 245,626
Technology and development ........................ 77,610 73,405
Advertising and marketing ......................... 74,984 41,282
General and administrative .......................... 1,325,482 107,388
Officers' compensation .............................. 244,027 149,970
Related party expenses .............................. 122,477 47,805
------------ ------------
Total operating expenses ............................ 2,069,767 665,476
------------ ------------
Loss from operations ................................ (1,926,971) (773,551)
------------ ------------
Other income (expense)
Interest income ..................................... 9,243 --
Gain on disposition of assets ....................... 4,107 --
Other income ........................................ 26,349 --
Interest expense .................................... (85,651) (19,830)
------------ ------------
Total other expense ..................................... (45,952) (19,830)
------------ ------------
Net loss before income taxes ..................... (1,972,923) (793,381)

Provision for income taxes .............................. -- --
------------ ------------
Net loss ........................................ $ (1,972,923) $ (793,381)
============ ============

Weighted average shares outstanding of common stock,
basic and diluted ....................................... 18,750,333 13,907,500
============ ============

Net loss per common shares outstanding, basic and diluted $ (0.11) $ (0.06)
============ ============

</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-17
<PAGE>
Gottaplay Interactive, Inc.
and Its Wholly Owned Subsidiaries

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
For the Years ended September 30, 2006 and 2005

Common Stock Treasury Stock
------------ --------------
Additional
Paid in
Shares Amount Amount Capital
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Balance at September 30, 2004 .. 13,907,500 $ 13,907 $ -- $ --
----------- ----------- ----------- ------------

Recognition of non-compensated
services ........................ -- -- -- --

Authorization to issue common
stock for services, assets and
prepaid services ................ -- -- -- --

Net loss for the year ended
September 30, 2005 .............. -- -- -- --

----------- ----------- ----------- -----------
Balance at September 30, 2005 ... 13,907,500 13,907 -- --
----------- ----------- ----------- -----------
Issuance of common stock
authorized for issuance in prior
year ............................ 3,112,500 3,112 -- --

Recognition of prepaid services
rendered and earned ............. -- -- -- --

Issuance of common stock in
conjunction with settlement of ..
debts ........................... 744,618 745 -- --

Proceeds received from stock
subscription .................... -- -- -- --

Options granted to employees
(1,250,000) and non-employees
(957,000) ....................... -- -- -- --

Cancellation of shares .......... (20,000) (20) -- --

Effects of reverse merger on
stockholders' deficit pursuant to
merger agreement on
July 24, 2006 ................... 9,028,815 9,029 (379) 230,614

Issuance of common stock for
services and prepaid services ... 2,120,000 2,120 -- --

Net loss for the year ended
September 30, 2006 .............. -- -- -- --
----------- ----------- ----------- -----------
Balance at September 30, 2006 ... 28,893,433 $ 28,893 $ (379) $ 230,614
=========== =========== =========== ===========
</TABLE>

(Continued next page)

F-18
<PAGE>

Common Subscription
Stock Receiveable
Additional Authorized and Total
Paid In but Prepaid Accumulated Stockholders'
Capital Unissued Services Deficit Deficit

<S> <C> <C> <C> <C> <C>
Balance at September 30, 2004 .. $ (12,516) $ -- $ (300) $ (5,445) $ (4,354)
----------- ----------- ----------- ----------- -----------

Recognition of non-compensated
services ........................ 122,500 -- -- -- 122,500

Authorization to issue common
stock for services, assets and
prepaid services ................ -- 8,184 (3,500) -- 4,684

Net loss for the year ended
September 30, 2005 .............. -- -- -- (793,381) (793,381)

----------- ----------- ----------- ----------- -----------
Balance at September 30, 2005 ... 109,984 8,184 (3,800) (798,826) (670,551)
----------- ----------- ----------- ----------- -----------
Issuance of common stock
authorized for issuance in prior
year ............................ 5,072 (8,184) -- -- --

Recognition of prepaid services
rendered and earned ............. -- -- 3,500 -- 3,500

Issuance of common stock in
conjunction with settlement of ..
debts ........................... 781,102 -- -- -- 781,847

Proceeds received from stock
subscription .................... -- -- 300 -- 300

Options granted to employees
(1,250,000) and non-employees
placeholder ..................... 32,049 -- -- -- 32,049

Cancellation of shares .......... 18 -- -- -- (2)

Effects of reverse merger on
stockholders' deficit pursuant to
merger agreement on
July 24, 2006 ................... (519,736) -- -- -- (280,472)

Issuance of common stock for
services and prepaid services ... 3,177,880 -- (2,450,000) -- 730,000

Net loss for the year ended
September 30, 2006 .............. -- -- -- (1,972,923) (1,972,923)
----------- ----------- ----------- ----------- -----------
Balance at September 30, 2006 ... $ 3,586,369 $ -- $(2,450,000) $(2,771,749) $(1,376,252)
=========== =========== =========== =========== ===========
</TABLE>

The accompany notes are an integral part of this consolidated financial
statements.

F-18
<PAGE>
Gottaplay Interactive, Inc.
and Its Wholly Owned Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year ended Year ended
September 30, 2006 September 30, 2005
-----------------------------------------
Increase (Decrease) in Cash
<S> <C> <C>
Net loss .................................................... $(1,972,923) $ (793,381)
Adjustment to reconcile net loss to cash (used) in
operating activities:
Depreciation and amortization ........................... 141,628 126,972
Allowance for bad debts ................................. 19,914 --
Basis of disposed assets ................................ (4,107) --
Write-down of video game library ........................ -- 53,108
Non compensated services rendered ...................... -- 122,500
Share-based compensation for services rendered .......... 765,549 4,528

Changes in assets and liabilities:
Accounts receivable ............................... (88,328) --
Deposits ........................................... -- (8,376)
Accounts payable ................................... 200,181 110,789
Accounts payable - related parties ................. 113,221 48,211
Accrued liabilities ................................ 117,183 54,950
Accrued liabilities - related parties .............. (8,219) --
Deferred revenue and pre-billed revenue ............ 136,265 4,103
Other current assets ............................... 10,648 --
Prepaid expenses ................................... (3,434) (5,250)
----------- -----------
Net cash (used) in operating activities (572,422) (281,846)
----------- -----------
Cash flows from investing activities
Cash received from reverse merger ........................... 14,887 --
Purchase of equipment and leaseholds ........................ (2,738) (34,936)
Purchase of video game library .............................. (71,927) (113,854)
Additions to note receivable ................................ -- (15,000)
----------- -----------
Net cash (used) in investing activities .......... (59,778) (163,790)
----------- -----------
Cash flows from financing activities
Proceeds from notes payable ................................. 632,600 (7,250)
Payments on notes payable ................................... (95,764) --
Payments on convertible debentures .......................... (210,000) --
Proceeds from note payable - related parties ................ 343,000 150,000
Payments on notes payable - related parties ................. -- (5,000)
Proceeds from loans - related parties ....................... 187,205 338,800
Payments from loans - related parties ....................... (165,058) (24,087)
Payments on capitalized leases .............................. (6,871) --
Proceeds from stock subscriptions receivable ................ 300 --
----------- -----------
Net cash provided by financing activities ........ 685,412 452,463
----------- -----------

Net increase in cash ............................................ 53,212 6,827
Cash at beginning of period ..................................... 7,918 1,091
----------- -----------
Cash at end of period ........................................... $ 61,130 $ 7,918
=========== ===========
</TABLE>

Supplemental disclosures and non-cash investing and financing activities - see
Note 15.

The accompanying notes are an integral part of these consolidated financial
statements.

F-19
<PAGE>
Gottaplay Interactive, Inc. and Its Wholly Owned Subsidiaries
Notes to Consolidated Financial Statements

Note 1 - Organization and Merger

(a.) Execute a one for six reverse stock split, prior to the merger,
thereby reducing the number issued and outstanding shares of
common stock from 65,619,481 to 10,936,580, and
(b.) Issue 17,744,618 post-reverse split shares for 100% of the common
stock held by the former stockholders of Gotaplay after the
merger, and
(c.) Amend its Articles of Incorporation by changing the name of the
Company from Donobi, Inc. to Gottaplay Interactive, Inc., and
(d.) Elect all the former directors of Gotaplay to the board of
directors of Gottaplay and have all Donobi's directors resign
except for two individuals, one being an officer of the Donobi and
now an officer of Gottaplay.

(a.) The assets, liabilities, and equity of the accounting acquirer are recorded
at historical cost, (b.) The assets, liabilities and equity of the legal
acquirer are recorded at estimated fair market
value,
(c.) The consolidated statements of operations include the operations
of the accounting acquirer for the years presented,
(d.) The consolidated statements of operations include the results of
operations of the legal acquirer for the period July 24, 2006 to
September 30, 2006,
(e.) All common stock issuances of the accounting acquirer prior to the
date of merger have been restated from $0.0001 par value to the
legal acquirer's par value of $0.001 per share, and
(f.) All commitments and obligations were assumed on the date of merger
by the accounting acquirer.

The merger has been accounted for pursuant to Statement on Financial Accounting
Standards ("SFAS") No. 141, "Business Combinations" and No. 142, "Goodwill and
Other intangible Assets". No goodwill was recognized in this transaction because
on the date of merger, Donobi, Inc. had a deficit in equity of $397,650. A
condensed balance sheet of Donobi, Inc., which approximated fair market value on
the date of merger, is as follows:

----------------------
Assets $ 1,525,196
----------------------
Liabilities (1,922,846)
----------------------
Deficit in Equity $ 397,650
----------------------
ORGANIZATION AND DESCRIPTION OF BUSINESS

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries. Each division and subsidiary company separately
accounts for its operations and transactions and all inter-company and all
inter-divisional transactions have been eliminated.

As a result of this merger there are two distinct operating divisions: (a.) a
division operating as an internet service provider ("ISP") and (b.) a division
for on-line video game rental service business offered to the general public.
The primary core of business will be the on-line video game rental business.

ON-LINE VIDEO GAME RENTAL DIVISION

The on-line video game rental division began operations in October 2004. The
division provides its subscribers access to a comprehensive library of titles
via the internets as an alternative to store based gaming rentals. For the
standard subscription plan of $20.95 per month, subscribers can generally have
up to two titles out at the same time with no due dates, late fees or shipping
charges. In addition to the standard plan, the Company offers two other service
plans with different price points that allow subscribers to keep either fewer or
more titles at the same time. Subscribers select titles at the Company's
website,

F-20
<PAGE>
aided by its proprietary recommendation service, and generally receive
the video game within three business days by U.S. Postal mail service. The
gamers then return the video game at their convenience using the Company's
prepaid mailers. After a title has been returned, the Company mails a title from
the subscriber's game queue. All of the Company's subscription revenues are
generated in the United States of America.

INTERNET SERVICE PROVIDER DIVISION ("ISP")

YEAR-END AND DOMICILE

The Company and its wholly owned subsidiaries adopted September 30th as its
fiscal year end and are domiciled in Nevada.

Note 2 - Accounting Policies

ACCOUNTING PRINCIPLES

The consolidated financial statements and accompanying notes are prepared in
accordance with accounting principles generally accepted in the United States of
America.

PRINCIPLE OF CONSOLIDATION

The financial statements include the accounts of Gottaplay Interactive, Inc.
and its subsidiaries. Intercompany transactions and balances have been
eliminated. Equity investments in which the Company exercises significant
influence but do not control and are not the primary beneficiary are accounted
for using the equity method. Investments in which the Company is not able to
exercise significant influence over the investee and which do no have readily
determinable fair values are accounted for under the cost method.

MANAGEMENT'S USE OF ESTIMATES AND ASSUMPTIONS

The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of the assets and liabilities, disclosure of contingent assets and
liabilities at the date of the consolidated financial statements, and the
reported amounts of revenue and expense during the reporting periods. Examples,
though not exclusive, include estimates and assumptions of: loss contingencies;
depreciation or amortization of the economic useful life of an asset;
stock-based compensation forfeiture rates; estimating the fair value and/or
goodwill impairment; potential outcome of future tax consequences of events that
have been recognized in our financial statements or tax returns; and determining
when investment impairments are other-than- temporary. Actual results may differ
from those estimates and assumptions.

RECLASSIFICATIONS

Certain amounts reported in previous periods have been reclassified to
conform to the Company's current period presentation.

REVENUE RECOGNITION AND DEFERRED REVENUES

In accordance with the SEC's Staff Accounting Bulletin No. 104, "REVENUE
RECOGNITION", revenue is recognized when persuasive evidence of an arrangement
exists, delivery has occurred, the fee is fixed or determinable, and
collectibility is probable. A summary of each operating division's revenue
recognition procedures follows:

F-21
<PAGE>
On-Line Video Game Rental Division

The Company charges $1 for an initial ten-day trial period. At any time
during the initial ten-day period, a new subscriber has the right to rescind
their agreement, but will not receive credit for the $1 charge.

If the subscriber does not cancel during the ten day period, the Company will
charge his credit card account according to the plan selected by the subscriber,
until the subscriber cancels his subscription. The Company recognizes
subscription revenue ratably during each subscriber's monthly subscription
period. For financial reporting purposes, the Company allocates subscription
fees over the number of days in the month for which the fee was charged.

As of September 30, 2006, the Company reported $4,482 of deferred revenue,
which will be fully recognized in the month of October 2006. All authorized
refunds to subscribers are recorded as a reduction of revenues. Revenues from
sales of used video games will be recorded upon shipment.

ISP Division

Internet related revenues are recorded when they are rendered and earned.
Revenues from support and maintenance contracts are recognized over the term of
the contract. Provisions for discounts and rebates to customers and other
allowances, and adjustments are provided for in the same period the related
sales are recorded. At September 30, 2006, the Company reported deferred
revenues and pre-billed revenues of $247,062, of which a significant portion
will be fully recognized in the month of October 2006.

COST OF REVENUE

Cost of revenues consists primarily of material costs, direct labor,
depreciation and related expenses, which are directly attributable to the
manufacture of products and the provision of services

CASH, CASH EQUIVALENTS AND FINANCIAL INSTRUMENTS

The Company considers all highly liquid instruments with original maturities
of three months or less at the date of purchase to be cash equivalents. In
general, investments with original maturities of greater than three months and
remaining maturities of less than one year are classified as short term
investments.

ACCOUNTS RECEIVABLE

Accounts receivable are recorded at the invoiced amount and do not bear
interest. The Company extends unsecured credit to its customers in the ordinary
course of business but mitigates the associated risks by performing credit
checks and actively pursuing past due accounts. An allowance for doubtful
accounts is established and determined based on managements' assessment of known
requirements, aging of receivables, payment history, the customer's current
credit worthiness and the economic environment. As of September 30, 2006, the
Company recognized an allowance for doubtful accounts of $53,808.

CONCENTRATIONS

The Company maintains its cash in bank deposit accounts, which at time may
exceed the federally insured limits. The Company has not experienced any losses
in such accounts and believes it is not exposed to any significant credit risk
on cash and cash equivalents.

The Company paid one vendor, critical to the ISP division's operation,
approximately $72,000 for the period July 24, 2006 to September 30, 2006.

F-22
<PAGE>
FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial instruments consist principally of cash, accounts and related party
receivables, trade and related party payables, accrued liabilities, short-term
obligations and notes receivable. The carrying amounts of such financial
instruments in the accompanying consolidated balance sheets approximate their
fair values due to their relatively short-term nature. It is management's
opinion that the Company is not exposed to any significant currency or credit
risks arising from these financial instruments.

LOSS PER COMMON SHARE

Basic loss per common share is provided in accordance with SFAS 128,
"EARNINGS PER SHARE." Basic loss per common share is computed by dividing the
net loss available to the shareholders of common stock by the weighted average
number of common shares outstanding during the period. Diluted loss per common
share is computed by dividing the net loss by the weighted average number of
common shares including the dilutive effect of common share equivalents then
outstanding. Common stock equivalents are not included in the computation of
diluted net loss per common share because the effect would be anti-dilutive.

SHARE-BASED PAYMENTS

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 123 (R), "Share-Based Payment", which establishes standards for transactions
in which an entity exchanges its equity instruments for goods and services. This
standard replaces SFAS No. 123 and supercedes Accounting Principles Board
("APB") Opinion No. 25, "Accounting for Stock-Based Compensation". This standard
requires a public entity to measure the cost of employee services, using an
option-pricing model, such as the Black-Scholes Model, received in exchange for
an award of equity instruments based on the grant-date fair value of the award.
This eliminates the exception to account for such awards using the intrinsic
method previously allowable under APB No. 25. Shares of commons stock issued for
services rendered by a third party are recorded at fair market value, generally
the quote at the close of market trading on the day for issuance of the stock.

The Company adopted SFAS No. 123 (R) for its fiscal year ended September 30,
2006 and applied all new awards under the modified prospective application.

DIVIDENDS

The Company has not yet adopted any policy regarding payment of dividends. No
dividends have been paid or declared since inception.

COMPREHENSIVE LOSS

The Company has no components of other comprehensive loss. Accordingly, net
loss equals comprehensive loss for all periods.

ADVERTISING EXPENSES

Advertising costs are expensed as incurred. For the years ended September 30,
2006 and 2005 advertising expenses totaled $7,523 and $2,735, respectively.

SEGMENT REPORTING

The Company follows SFAS No. 130, "DISCLOSURES ABOUT SEGMENTS OF AN
ENTERPRISE AND RELATED INFORMATION." This statement requires companies to report
information about operating segments in interim and annual financial statements.
It also requires segment disclosures about products and services, geographic
areas and major customers. The Company determined that it did have two
separately reportable operating segments as of September 30, 2006.

INCOME TAXES

F-23
<PAGE>
The Company follows SFAS No. 109, "ACCOUNTING FOR INCOME TAXES" for recording
the provision for income taxes. Deferred tax assets and liabilities are computed
based upon the difference between the consolidated financial statement and
income tax basis of assets and liabilities using the enacted marginal tax rate
applicable when the related asset or liability is expected to be realized or
settled. Deferred income tax expenses or benefits are based on the changes in
the asset or liability each period. If available evidence suggests that it is
more likely than not that some portion or all of the deferred tax assets will
not be realized, a valuation allowance is required to reduce the deferred tax
assets to the amount that is more likely than not to be realized. Future changes
in such valuation allowance are included in the provision for deferred income
taxes in the period of change.

Deferred income taxes may arise from temporary differences resulting from
income and expense items reported for financial accounting and tax purposes in
different periods. Deferred taxes are classified as current or non-current,
depending on the classification of assets and liabilities to which they relate.
Deferred taxes arising from temporary differences that are not related to an
asset or liability are classified as current or non-current depending on the
periods in which the temporary differences are expected to reverse.

VIDEO GAME LIBRARY

The Company records the purchase of new and/or used video games at cost. It
depreciates the video game library, less estimated salvage value of $1.00 per
video game, on a "sum-of-the-months" accelerated basis over the estimated
economic useful life of each title. The economic useful life of a new release
video game is estimated to be one year. In estimating the economic useful life
of its video game library, the Company considers the potential utilization,
damage and loss. Depreciation expense for the years ended September 30, 2006 and
2005 was $95,176 and $119,861, respectively.

PROPERTY AND LEASEHOLD IMPROVEMENTS

Property is recorded at cost. The cost of maintenance and repairs of
equipment is charged to operating expense when incurred. Depreciation and
amortization is determined based upon the assets' estimated useful lives, and is
calculated on a straight-line basis when the asset is placed in service. When
the Company sells, disposes or retires equipment or replaces a leasehold
improvement, the related gains or losses are included in operating results.
Property is depreciated over five or seven years and begins when it is placed in
service.

Leasehold improvements are recorded at cost and are amortized over the
remaining lease term.

Depreciation and amortization expense for the years ended September 30, 2006
and 2005 was $26,087 and $1,986, respectively.

INTANGIBLE ASSETS AND SOFTWARE

Intangible assets consist of goodwill, customer lists and non-compete
covenants. The Company does not amortize goodwill in accordance with SFAS No.
142, "GOODWILL AND OTHER INTANGIBLE ASSETS". The Company assesses goodwill and
customer lists for impairment annually. The annual testing for fiscal year ended
September 30, 2006, resulted in no impairment of intangible assets. If an event
occurs or circumstances change that would more likely than not reduce the fair
value of an intangible asset below its carrying value, an evaluation for
impairment will be conducted between annual tests.

Customer lists, consisting of acquired subscriber bases, are amortized over
15 years and non-compete covenants are amortized over the contractual life/term
of the non-compete period.

Software applications are recorded at cost is amortized over sixty months.

Amortization expense for the years ended September 30, 2006 and 2005 was
$20,365 and $5,125, respectively.

F-24
<PAGE>
IMPAIRMENT OF LONG-LIVED ASSETS

In accordance with SFAS No.144, "Accounting for the Impairment or Disposal of
Long-lived Assets", the Company assesses long-lived assets, such as property and
equipment and intangible assets subject to amortization, are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset group may not be fully recoverable. Recoverability
of asset groups to be held and used in measured by a comparison of the carrying
amount of an asset group to estimated undiscounted future cash flows expected to
be generated by the asset group. If the carrying amount exceeds its estimated
future cash flows, an impairment charge is recognized by the amount by which the
carrying amount of an asset group exceeds the fair value of the asset group. The
Company evaluated its long-lived assets and no impairment charges were recorded
for any of the periods presented.

RELATED PARTIES

Related parties, which can be a corporation or individual, are considered to
be related if the Company has the ability, directly or indirectly, to control
the other party or exercise significant influence over the other party in making
financial and operating decisions. Companies are also considered to be related
if they are subject to common control or common significant influence. The
Company has these relationships and is further described in Note 7.

RECENT AUTHORITATIVE ACCOUNTING PRONOUNCEMENTS

In May 2005, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 154 ("SFAS No. 154"), "ACCOUNTING CHANGES AND
ERROR CORRECTIONS." This statement requires entities that voluntarily make a
change in accounting principle to apply that change retrospectively to prior
periods' financial statements, unless this would be impracticable. SFAS No. 154
supersedes APB Opinion No. 20, "ACCOUNTING CHANGES," which previously required
that most voluntary changes in accounting principle be recognized by including
in the current period's net income the cumulative effect of changing to the new
accounting principle. SFAS No. 154 also makes a distinction between
"retrospective application" of an accounting principle and the "restatement" of
financial statements to reflect the correction of an error. SFAS No. 154 applies
to accounting changes and error corrections that are made in fiscal years
beginning after December 15, 2005. Management has adopted these provisions.

In February 2006, the FASB issued SFAS Statement No. 155, "ACCOUNTING FOR
CERTAIN HYBRID FINANCIAL INSTRUMENTS--AN AMENDMENT OF FASB STATEMENTS NO. 133
AND 140" ("SFAS 155"). This Statement amends FASB Statements No. 133, Accounting
for Derivative Instruments and Hedging Activities, and No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.
This Statement resolves issues addressed in Statement 133 Implementation Issue
No. D1, "APPLICATION OF STATEMENT 133 TO BENEFICIAL INTERESTS IN SECURITIZED
FINANCIAL ASSETS." This Statement permits fair value re-measurement for any
hybrid financial instrument that contains an embedded derivative that otherwise
would require bifurcation, clarifies which interest-only strips and
principal-only strips are not subject to the requirements of Statement 133,
establishes a requirement to evaluate interests in securitized financial assets
to identify interests that are freestanding derivatives or that are hybrid
financial instruments that contain an embedded derivative requiring bifurcation,
clarifies that concentrations of credit risk in the form of subordination are
not embedded derivatives and amends Statement 140 to eliminate the prohibition
on a qualifying special-purpose entity from holding a derivative financial
instrument that pertains to a beneficial interest other than another derivative
financial instrument. SFAS 155 is effective for all financial instruments
acquired or issued for the Company for fiscal year begins after September 15,
2006. The adoption of this standard is not expected to have a material effect on
the Company's results of operations or financial position.

In July 2006, the FASB issued FASB Interpretation No. 48, "ACCOUNTING FOR
UNCERTAINTY IN INCOME TAXES - AN INTERPRETATION OF FASB STATEMENT NO. 109" ("FIN
48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized
in the financial statements and prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement of
a tax position taken

F-25
<PAGE>
in a tax return. The Company continues to evaluate the impact of FIN 48 which is
to be adopted effective December 15, 2006.

In September 2006, the FASB issued SFAS No. 157, "FAIR VALUE MEASUREMENTS"
("SFAS 157"). While SFAS 157 formally defines fair value, establishes a
framework for measuring fair value and expands disclosure about fair value
measurements, it does not require any new fair value measurements. SFAS 157
applies under other accounting pronouncements that require or permit fair value
measurements. SFAS 157 is required to be adopted effective January 1, 2008 and
the Company does not presently anticipate any significant impact on its
consolidated financial position, results of operations or cash flows.

In September 2006, the FASB issued SFAS No. 158, "EMPLOYERS' ACCOUNTING FOR
DEFINED BENEFIT PENSION AND OTHER POSTRETIREMENT PLANS - AN AMENDMENT OF FASB
STATEMENTS NO. 87, 88, 106 AND 132(R)" ("SFAS 158"). SFAS 158 requires an
employer to recognize the funded status of its defined benefit pension and other
postretirement plans as an asset or liability in its statement of financial
position and to recognize changes in the funded status in the year in which the
changes occur through other comprehensive income. The funded status of a plan is
measured as the difference between plan assets at fair value and the benefit
obligation, which is represented by the projected benefit obligation for pension
plans and the accumulated postretirement benefit obligation for other
postretirement plans. SFAS 158 requires the recognition, as a component of other
comprehensive income, net of tax, of the gains or losses and prior service costs
or credits that arise during the period but are not recognized as a component of
net periodic benefit cost in accordance with existing accounting principles.
Amounts required to be recognized in accumulated other comprehensive income,
including gains and losses and prior service costs or credits are adjusted as
they are subsequently recognized as components of net periodic benefit cost
pursuant to the recognition and amortization provisions of existing accounting
principles. In addition, SFAS 158 requires plan assets and obligations to be
measured as of the date of the employer's year-end statement of financial
position as well as the disclosure of additional information about certain
effects on net periodic benefit cost for the next fiscal year from the delayed
recognition of the gains or losses and prior service costs or credits.

Note 3 - Going Concern and Management's Plan

The Company's consolidated financial statements as of and for the periods
ended September 30, 2006 and 2005 have been prepared using the generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business. The Company had net losses of $1,972,923 and $793,381 and negative
cash flows from operations of $572,422 and $281,846 for fiscal years ended
September 30, 2006 and 2005, respectively. At September 30, 2006, the Company
had a working capital deficit of $2,639,074 and a stockholders' deficit of
$1,376,252. The accompanying consolidated financial statements do not include
any adjustments that might result from the ultimate outcome of these risks and
uncertainties. As of September 30, 2006, the Company's working capital deficit
may not enable it to meet certain financial objectives as presently structured.

The rate at which the Company expends it financial resources is variable, may
be accelerated, and will depend on many factors. In order to obtain the
necessary operating and working capital, the Company is seeking either public or
private equity investors and/or private debt financing. There can be no
assurance that such additional funding, if any, will be available on acceptable
terms. The Company's continued existence as a going concern is completely
dependent upon its ability to grow sales and to secure equity and/or debt
financing and there are no assurances that the Company will be successful.
Without sufficient short-term financing it would be unlikely for the Company to
continue as a going concern.

F-26
<PAGE>
Note 4 - Intangible Assets

The Company has the following intangible assets as of September 30, 2006:

Amount
-------------------
Customer lists $ 934,602
Purchase contracts 79,399
Covenants not to compete 15,500
Goodwill 188,594
Organizational costs 1,009
-------------------
1,219,104
Less: accumulated amortization 166,375
-------------------
Intangible assets, net $ 1,052,729
===================

Note 5 - Fixed Assets

The Company has the following fixed assets as of September 30, 2006:

Amount
-------------------
Video Game Library $ 222,752
Vehicles 12,983
Computers and software 547,256
Leasehold improvements 15,854
Furnishings 104,814
-------------------
903,659
Less: accumulated depreciation
and amortization 621,783
-------------------
Fixed assets, net $ 281,876
===================

Note 6 - Accrued Liabilities

Accrued liabilities consist of the following at September 30, 2006:

Amount
-------------------

Payroll, vacations and related $ 153,609
Payroll taxes 65,379
Business taxes 47,418
Other expenses 36,486
Interest 122,997
-------------------
Total Accrued Liabilities $ 425,889
===================

Note 7 - Related Party Transactions

As of and for the year ended September 30, 2006, the Company had the
following transactions with related parties:

a A public company, managed, directed and partially owned by two of the
officers, stockholders and

F-27
<PAGE>
directors of the Company. Accounts payable - trade and accrued expenses
totaling $36,110. In addition, at September 30, 2006, the public company owes
the Gottaplay $7,354 for networking services. The Company is also committed
to a forty-eight month operating lease for personal property with this party
public company. See "personal property" in Note 16 for details of the lease.
During fiscal year ended September 30, 2006, Gottaplay received services from
the public company totaling $122,477.

The Company also owes $7,500 to the public company on an open account and
payable on demand.

As of July 17, 2006, the Company owed the public company a total of $469,466
in the form of a promissory note, accounts payable, accrued interest and
loans. These debts were converted into 447,111 shares of common stock. The
value of the stock was determined on the date of conversion at the close of
trading, which was $1.05 per share.

b Three entities are owed $765,082. These notes and loans are all considered as
a current liability. Applicable interest rates range from 4.00% to 18%, and
the details of the related party obligations are: (i.)Note payable for
$55,982 to a Director of the Board, 9.5% interest, unsecured, (ii.), Note
payable for $59,000 to an officer of the Company, 18% interest, secured with
personal property, and (iii.) Notes and loans totaling $650,100 to an
investor/stockholder, 4% interest on the notes, and all debt is unsecured.

c A private company owned and managed by two of the Company's officers and
stockholders: The amount due is $8,715. This amount is unsecured,
non-interest bearing and due on demand.

d Two officers/stockholders, for an aggregate amount of $6,971. These
obligations are unsecured, without interest and due on demand.

Note 8 - Notes Payable and Other Loans

The Company has nine notes payable at September 30, 2006 totaling $387,274.
These notes bear interest ranging from 7.79 % to 18.0% per annum. Three notes,
totaling $63,376, are collateralized by personal property of the Company, and
six notes totaling $323,899, do not carry any collateral. The long-term portion
of these notes is estimated at $85,234.

Estimated future minimum principal maturities are:

Fiscal Years Ended September 30: Amount
----------------
2007 $ 62,088
2008 23,146
----------------
$ 85,234
================

Note 9 - Secured Convertible Debentures

In April 2005, the Company issued a total of $700,000 of 6% secured
convertible debentures, under two separate private financing transactions. Both
debentures are secured by certain assets and property of the Company. Pursuant
to terms of these debentures, the Company, in anticipation and the consummation
of any merger agreement, must place into escrow 1,916,667 shares of $0.001 par
value common stock, which upon the effective date of merger, and will deliver
said shares of common stock to the holder of Debentures A and B . Conversion
terms of each of the private financing transactions, are as follows:

DEBENTURE A - $699,600. The conversion price for this debenture in effect on
any conversion date shall be the lesser of (a) one hundred twenty percent (120%)
of the average closing bid price per share of the common stock during the five
(5) trading days immediately preceding the closing date (the "fixed

F-28
<PAGE>

conversion price"); and, (b) ninety percent (90%) of the lowest bid price per
share of the common stock during the fifteen (15) trading days immediately
preceding the conversion date (the "floating conversion price"). The maturity
date of this debenture is April 11, 2007.

DEBENTURE B - $400. The conversion price for this debenture in effect on any
conversion date shall be $0.001 (the "conversion price"). The maturity date for
this debenture is April 11, 2008.

As of September 30, 2006, the Company owes $464,600 on Debenture A, and $400
on Debenture B. However, on October 18, 2006 both debentures plus accrued
interest were paid in full and the 1,916,667 shares of common stock held in
escrow were also assigned to investor group on October 2006. See also Note 17.

Note 10 - Capitalized Lease Obligations

The Company is leasing various equipment under three non-cancelable capital
leases that expire at various dates through September 2007. The total obligation
under the capital leases has been recorded in the accompanying consolidated
balance sheet at the net present value of the future minimum lease payments,
discounted at an interest rate of 10%. The net book value of capitalized
equipment was approximately $77,000 at September 30, 2006.

Minimum future obligations $ 28,588
Less amount representing interest 1,542
------------
Present value of net minimum obligation $ 27,046
============

Note 11 - Stockholders' Deficit, Options and Warrants

PREFERRED STOCK

The Company is authorized to issue 5,000,000 shares of its $0.001 par value
preferred stock. As of September 30, 2006, no shares are issued and outstanding.

COMMON STOCK

The Company is authorized to issue 100,000,000 shares of its $0.001 par value
common stock. This class of stock allows a stockholder one vote for each share
of common stock held.

As of September 30, 2006, the issued and outstanding shares of the Company's
$0.001 par value common stock were 28,893,433 shares.

TREASURY STOCK

The Company has 5,417 shares of common stock in treasury. These shares have a
cost basis of $379, or approximately $0.42 per share.

OPTIONS

During fiscal year ended September 30, 2006, the Company granted 2,207,000
options, each with an exercise price of $0.50 per share, and all options will
expire in February 2016. Each optionee was fully vested at the grant date.
Options were granted as follows to: (a.)Three employees - 1,250,000; (b.) A
director - 500,000; and, (c.) Non-employees - 457,000.

These options were recognized in the accompanying consolidated financial
statements in accordance with SFAS 123R and valued using the Black-Scholes
option pricing model with a total expense of $32,049.

No options were exercised during the fiscal year. Accordingly 2,207,000 were
outstanding as of September 30, 2006.

F-29
<PAGE>

WARRANTS

During the fiscal year ended September 30, 2006, the Company granted 922,309
warrants to purchase shares of common stock. These warrants were issued in
conjunction with the terms of certain debts which were either converted into
shares of common stock on July 17, 2006, or in consideration for extending the
due date on a certain promissory note. The warrants carry exercise prices
ranging between $1.00 and $1.50 per share and will expire in May 2007 and July
2007. As of September 30, 2006, there were 922,309 warrants outstanding.

Note 12 - Segment Reporting

The Company operates in two principal business segments, as more fully
describe in Note 1. The following table sets forth the information for the
Company's reportable segments and a reconciliation for the year ended September
30, 2006. The Company did not have operating segments in fiscal 2005.
<TABLE>
<CAPTION>

Internet Service
On-line Game Provider
Rental Division Division Totals
-------------------------------------------------------
<S> <C> <C> <C>
Net sales ................... $ 127,257 $ 337,274 $ 464,531
Cost of sales ............... 150,598 171,137 321,735
Interest expense ............ 66,009 19,642 85,651
Depreciation and amortization 95,176 20,365 115,541
Corporate and other expense . 1,698,706 215,821 1,914,527
Loss from segment operations (1,883,232) (89,691) (1,972,923)

Capitalized expenditures .... 71,927 2,737 74,664
Assets ...................... 120,315 1,558,634 1,678,949
</TABLE>

Statement of Financial Accounting Standards No. 131, Disclosures about
Segments of an Enterprise and Related Information, establishes standards for
reporting information about operating segments. This standard requires
segmentation based on our internal organization and reporting of revenue and
operating income or loss based upon internal accounting methods. Operating
segments are defined as components of an enterprise about which separate
financial information is available that is evaluated regularly by the chief
operating decision maker, or decision making group, in deciding how to allocate
resources and in assessing performance.

Because of the Company's integrated business structure, operating costs of
one segment may directly or indirectly benefit the other segment. Therefore,
these segments are not designed to precisely measure operating income or loss
directly related the products included in each segment. As inter-segment costs
are incurred in the future, management will accordingly recognize or estimate
the alignment of these certain costs, and plan to evaluate the alignments on a
regular basis.

The accounting policies of the operating segments are the same as those
described in the summary of significant accounting policies in Note 2.

Note 13 - Income Taxes

Deferred tax assets and liabilities are recognized based on the anticipated
future tax effects arising from the differences between the financial statement
carrying amounts of assets and liabilities and their respective tax bases of
assets and liabilities using enacted tax rates. The following is a
reconciliation of the Federal and state statutory income tax amount to the
provision for income taxes for the year ended September 30, 2006:

Tax benefit at federal and state statutory rates at 35% $ (684,000)
Permanent differences 17,000
Temporary differences 312,000

F-30
<PAGE>

Other (4,500)
----------------
(359,500)
Increase in valuation allowance 359,500
----------------
$ --
================

The significant components of the Company's deferred tax at September 30,
2006 are as follows:

Deferred tax assets:
Net operating loss carryforwards $ 565,000
Deferred and pre-billed revenues 88,000
Accrued vacation benefits 25,000
Accrued taxes 500
Basis of disposed assets 4,000
Depreciation 62,000
---------------
Total deferred tax assets 744,500
---------------
Deferred tax liabilities:
Amortization 71,000
---------------
Total deferred tax liabilities 71,000
---------------
Net deferred tax assets before valuation allowance 673,500
Less: Valuation allowance (673,500)
---------------
$ --
==============

For the year ended September 30, 2006, the Company incurred a net operating
loss and, accordingly, no provision for income taxes has been recorded. In
addition, no benefit for income taxes has been recorded due to the uncertainty
of the realization of any tax assets. At September 30, 2006, the Company had
approximately $1,615,000 of net operating losses available to offset future
federal and state taxable income. The net operating loss carryforwards, if not
utilized, will begin to expire in 2024. Utilization of these carryforwards is
significantly dependent on future taxable income, and, any future tax benefit
may be further limited due to a change of control in the Company's ownership as
defined by the Internal Revenue Code, Section 382.

For financial reporting purposes, the Company has incurred a loss since its
inception and based on the available objective evidence, including the Company's
history of losses, management conservatively believes it is more likely than not
that the net deferred tax assets will not be fully realizable. Accordingly, the
Company provided for a full valuation allowance against its net deferred tax
assets at September 30, 2006.

Note 14 - Employee Retirement Plan

On July 7, 2004, the legal acquirer adopted a 401(K) & Profit Sharing Plan.
The plan is primarily funded by voluntary employee contributions. The Company
may, at the sole discretion of the Trustees, contribute stock or cash to the
profit sharing plan.

Note 15 - Supplemental Cash Flow Information

Supplemental disclosures of cash flow information for the years ended
September 30, 2006 and 2005, respectively, are summarized as follows:

NON-CASH INVESTING AND FINANCING

Non-cash investing and financing activities included the following for the
years ended:

F-31
<PAGE>
<TABLE>
<CAPTION>

September 30,
2006 2005
------------- ------------
<S> <C> <C>
Net assets received from reverse merger ............................ $ 280,475 $ --
Convert notes payable, accounts payable and accrued liabilities
into shares of common stock ..................................... 781,848 --
Issuance of common stock recorded as prepaid service
compensation in conjunction with services to be rendered by
non-employees ................................................... 3,000,000 --
Convert amounts due to related party into a promissory note payable 333,837 --
Convert accounts payable due to related party into amended
promissory note payable ......................................... 57,859 --
Issuance of shares of common stock and promissory notes for
acquisitions of internal use software and video game library disks -- 139,000

</TABLE>

SUPPLEMENTAL CASH FLOWS INFORMATION

For the years ended, the Company paid cash for:

September 30,
2006 2005
------------- --------------
Interest $ 4,979 $ --
Taxes -- --

Note 16 - Commitments and Contingencies

FACILITIES

The Company conducts a substantial portion of its operations utilizing leased
facilities. The Company is obligated on three:

a.) one for its corporate headquarters located in Gig Harbor, Washington, b.)
one distribution center located in the Anaheim, California, and c.) a
operational facility located in Bremerton, Washington.

Future minimum operating lease payments are:

Years ending September 30:
---------------------------------
2007 $ 97,000
2008 39,400
2009 13,900
2010 --
-----------
$ 150,300
===========

For the years ended September 30, 2006 and 2005, rental expense totaled
approximately $93,500 and $42,700, respectively.

PERSONAL PROPERTY

The Company entered into a personal property lease for a term of forty-eight
months with a related party. The Company is leasing computers, printers and
other technology equipment necessary to conduct the day-to-day operations. Terms
require a base rent of approximately $735 per month and applicable sales taxes.

F-32
<PAGE>
Rents may increase from time to time due to the Company needing additional
equipment as it expands its operations and network of distribution centers. (See
also Note 7a.)

Future minimum operating lease payments are:

Years ending September 30:
---------------------------------
2007 $ 8,800
2008 8,800
2009 7,500
2010 --
--------
$ 25,100
========

For the periods ended September 30, 2006 and 2005, rental expense for
personal property was approximately $8,000 and $1,500 respectively.

INDEPENDENT CONTRACTORS

During the year ended September 30, 2006 and to the date of this report, the
Company has utilized continuing and recurring services of several independent
contractors. Generally, these contractors' agreements are short term and subject
to successive automatic renewal provisions. There are approximately eight
contractors at any one time and are paid between $2,500 per month and $4,000. In
the opinion of management, these individuals are not employees.

COMMITMENTS FOR DISTRIBUTION CENTERS

The Company generally enters into contractual arrangements with independent
entities for the regional distribution of video games to its customers and
receives into inventory when returned. Each agreement is essentially the same
and generally has the following terms:

a Monthly payments of approximately $2,500,

b Six-month duration, with an automatic successive renewal provision for six
months, and

c Notification of termination by either party must be in writing and submitted
30 days prior to the end of term.

Total monthly distribution contractor fees approximate $10,100.

LITIGATION AND CLAIMS

The Company is subject to several other legal proceedings and business
disputes involving ordinary and routine claims. The ultimate legal and financial
liability with respect to such matters cannot be estimated with certainty and
requires the use of estimates in recording liabilities for potential litigation
settlements. Estimates for losses from litigation are made after consultation
with outside counsel. If estimates of potential losses increase or the related
facts and circumstances change in the future, the Company may be required to
record either more or less litigation related expense.

It is management's opinion that none of the open matters at September 30,
2006, nor to January 10, 2007, will have a material adverse effect on the
Company's financial condition or operations.

CONSULTING AGREEMENT

On July 25, 2006, The Company entered into a one year consulting agreement
with an investor relations firm. Duties of the consultant are to assist the
Company in raising capital, developing and implementing corporate strategies,
introducing the Company to new financial communities, and represent the Company
in investors' communications and public relations.

The Company issued 2 million shares of par value common stock per terms of
the agreement. The stock was valued at $1.50 per share at the close of market on
July 25, 2006. In addition, if the Consultant

F-33
<PAGE>

introduces the Company to a lender or an equity purchaser and ultimately causes
financing, it may also earn a "finder's fee" fee equal to 5% of gross funding
received by the Company. The fee is payable in cash.

EMPLOYMENT AGREEMENT

The Company has an employment agreement with a corporate officer which was
executed on the effective date of the merger. Terms require a base salary of
$123,600 per year, plus traditional company benefits, for a minimum of two (2)
years. Employee is also eligible for bonuses at the discretion of the
compensation committee.

The agreement also provides for an issuance of common stock warrants. These
warrants have not been granted as of the date of this report and the number of
warrants to be granted have not yet been determined. Additional terms of a
future grant, state that these warrants may be exercised at any time, no earlier
than 12 months from the issuance date and no later than 60 months from the
anniversary date of the grant. The warrants would also vest immediately.

Note 17 - Subsequent Events

PRIVATE PLACEMENT FINANCING

In October 2006, the Company consummated a private placement financing
agreement with four investors for a total of $1,250,000, of which these funds
will be distributed over two phases. The Company received in October and
November 2006 $312,500 for the first phase, in the form of four convertible
secured 9% promissory notes. These obligations are due within one year of each
note's issuance and are convertible into 250,000 shares of par value common
stock, valued at $1.25 per share. In conjunction with these notes, the Company
granted warrants, with terms as follows:

a 250,000 warrants exercisable within two years from the date of grant at $1.50
per share, and

b 250,000 warrants exercisable within three years from the date of grant at
$2.50 per share.

The Company has also received $155,500 which will be applicable to the second
level of funding under this financial arrangement.

SECURED CONVERTIBLE DEBENTURES

In October 2006, the Company paid off the 6% secured convertible debentures,
plus the accrued interest, with borrowings from certain investors. As part of
the payoff, the investors were also issued the 1,916,667 shares of common stock
held in escrow for the benefit of the debenture holders until the debentures,
plus accrued interest were fully paid off.

F-34
<page>