SECURITIES AND EXCHANGE COMMISSION

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(MARK ONE)

[ ]

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

[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED December 31, 2006

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES

EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______________.

COMMISSION FILE NO. 001-14611

[ccl20f2006final001.jpg]

(formerly known as INTERACTIVE ENTERTAINMENT LIMITED)

(Exact name of registrant as specified in its charter)

BERMUDA

(Jurisdiction of Incorporation)

Canon’s Court, 22 Victoria Street Hamilton HM EX Bermuda

(Address of principal executive offices)

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

Title of each class
Common Stock, Par Value $0.01per share

("Common Stock")

Name of each exchange on which registered
OTC Bulletin Board

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

None

The number of shares outstanding of the issuer's Common Stock, as of December 31, 2006:

88,053,365

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

Yes: [X] No: [ ]

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

Item 17: [X] Item 18: [ ]

CREATOR CAPITAL LIMITED

ANNUAL REPORT ON FORM 20-F/A

TABLE OF CONTENTS



FORWARD LOOKING STATEMENTS			1
ITEM 1 - IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS			1
A.		Directors and Senior Management	1
B.		Advisers	1
C.		Auditors	1
ITEM 2 - OFFER STATISTICS AND EXPECTED TIMETABLE			1
ITEM 3 - KEY INFORMATION			1
A.		Selected Financial Data	1
B.		Capitalization and Indebtedness	2
C.		Reasons for the Offer and Use of Proceeds	2
D.		Risk Factors	3
ITEM 4 - INFORMATION ON THE COMPANY			3
A.		History and Development of the Company	3
B.		Business Overview	4
C.		Organizational Structure	10
D.		Property, Plants and Equipment	11
ITEM 5 - OPERATING AND FINANCIAL REVIEW AND PROSPECTS			11
A.		Operating Results	11
B.		Liquidity and Capital Resources	13
C.		Research and Development, Patents and Licenses, etc	14
D.		Trend Information	14
E.		Off-balance Sheet Arrangements	14
F.		Tabular disclosure of Contractual Obligations	14
G.		Safe Harbour	14
ITEM 6 - DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES			15
A.		Directors and Senior Management	15
B.		Compensation	15
C.		Board Practices	16
D.		Employees	17
E.		Share Ownership	17
ITEM 7 - MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS			18
A.		Major Shareholders	18
B.		Related Party Transactions	19
C.		Interests of Experts and Counsel	19
ITEM 8 - FINANCIAL INFORMATION			19
A.		Consolidated Statements and Other Financial Information	19
B.		Legal Proceedings	20
C.		Dividend Policy	20
D		Significant Changes	20
ITEM 9 - THE OFFERING AND LISTING			20
A.		Listing Details	20
ITEM 10 - ADDITIONAL INFORMATION			22
A.		Share Capital	22
B.		Memorandum and Articles of Association	22
C.		Material Contracts	22
D.		Exchange Controls	22
E.		Taxation	22
F.		Dividends and Paying Agents	24
G.		Statement by Experts	24
H.		Documents on Display	24
I.		Subsidiary Information	24
ITEM 11 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			24
ITEM 12 - DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES			24
ITEM 13 - DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES			24
ITEM 14 - MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS			25
ITEM 15 - CONTROLS AND PROCEDURES			25
ITEM 16 – AUDIT COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES			25
A.	Audit Committee Financial Expert		25
B.	Code of Ethics		25
C.	Auditor’s Fees and Services		26
ITEM 17 - FINANCIAL STATEMENTS			26
A.	Financial Statements		26
B.	Financial Statements Schedule		26
C.	Exhibits		26

Exhibit 4.1 CERTIFICATION – Section 302 of Sarbanes–Oxley Act of 2002			30
Exhibit 4.2 CERTIFICATION – Section 906 of Sarbanes–Oxley Act of 2002			31

REPORT AND CONSOLIDATED FINANCIAL STATEMENTS – 2006

FORWARD LOOKING STATEMENTS

This Form 20F contains forward-looking statements that include, among others, statements concerning the Company's plans to implement its software products, commence generating revenue from certain of its products, expectations as to funding its capital requirements, the impact of competition, future plans and strategies, statements which include the words "believe," "expect," and "anticipate" and other statements of expectations, beliefs, anticipated developments and other matters that are not historical facts. These statements reflect the Company's views with respect to such matters. Management cautions the reader that these forward-looking statements are subject to risks and uncertainties that could cause actual events or results to materially differ from those expressed or implied by the statements.

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

A. Directors and Senior Management

Deborah Fortescue-Merrin

Director, Chairman of the Board, President and C.E.O

Anastasia Kostoff-Mann

Director, Vice-President

Anthony Clements

Director

B. Advisers

Not applicable

C. Auditors

Amisano Hanson, Chartered Accountants

Vancouver, B.C., Canada

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable

ITEM 3.

KEY INFORMATION

A. Selected Financial Data

The selected financial data of Creator Capital Corporation (hereinafter “CCL”) for the fiscal years ended December 31, 2006, and 2005 and 2004 was extracted from the audited consolidated financial statements of CCL included in this annual report on Form 20F. The information contained in the selected financial data is qualified in its entirety by reference to the more detailed consolidated financial statements and related notes included in Item 17 - Financial Statements, and should be read in conjunction with such financial statements and with the information appearing in Item 5 - Operating and Financial review and Prospects.

The attached financial data as at December 31, 2006, 2005 and 2004 were extracted from the audited financial statements of the Corporation. Except where otherwise indicated, all amounts are presented in accordance with Canadian GAAP.

The financial statements of Creator Capital Limited are prepared in accordance with accounting principles and practices generally accepted in Canada, and the standards of the Public Company Accounting Oversight Board of the United States of America, with note disclosure on the differences between Canadian and US GAAP, as required by the United States Securities and Exchange Commission ("SEC"). Certain selected financial data is detailed in the Table below:

Page 1

Form 20F Annual Report December 31, 2006

Under U.S. Generally Accepted Accounting Principles (in U.S. dollars):


	December 31,		December 31,		December 31,		December 31,		December31,
Balance Sheet Data	2006		2005		2004		2003		2002
(as at Period end)	$		$		$		$		$
Current Assets	23,108		44,188		73,567		141,484		236,300
Capital Assets	-		39,572		49,362		63,364		26,700
Intangible Assets	-		-		-		115,030
Long-term assets									115,030
Total Assets	23,108		83,760		122,929		319,878		378,030
Total Liabilities	1,850,031		1,781,040		1,516,571		1,474,436		1,233,031
Net Assets	(1,826,923	)	(1,697,280	)	(1,393,642	)	(1,154,558	)	(855,0010	)
Capital Stock and Contributed Surplus	66,279,047		66,279,047		66,279,047		66,279,047		66,279,047
Deficit Accumulated
During the Development Stage	(68,301,803	)	(67,976,327	)	(67,672,689	)	(67,433,605	)	(67,134,048	)

Statement of Operations

Gross Revenue	53,460		78,615		136,000		174,385		326,162
Gain (Loss) from Continuing Operations	(137,121	)	(108,113	)	(103,751	)	(98,369	)	(82,523	)
Net Loss for the Period	(124,106	)	(102,268	)	(37,714	)	(98,187	)	(81,250	)
Basic and Diluted Loss per Share	(0.00	)	(0.00	)	(0.00	)	(0.00	)	(0.00	)
Weighted-Average Number of
Common Shares Outstanding	88,053,365		90,795,037		90,795,037		90,795,037		73,878,000

To date, CCL has generated sufficient cash flow from operations to fund ongoing operational requirements and cash commitments. While the Corporation believes it has sufficient capital and liquidity to finance current operations, nevertheless, its ability to continue operations is dependent on the ability of the Corporation to obtain additional financing and new clients. See "Item 3 - Key Information - D. Risk Factors."

Dividends

No cash dividends on common shares have been declared nor are any intended to be declared. The Corporation is not subject to legal restrictions respecting the payment of dividends except that they may not be paid to render the Corporation insolvent. Dividend policy will be based on the Corporation's cash resources and needs and it is anticipated that all available cash will be required to further the Corporation's research and development activities for the foreseeable future.

The outstanding Class A Preference shares accrue an annual nine percent (9.00%) Dividend, calculated and accrued monthly, payable quarterly. At its option, the Company may redeem the Class A Preference Shares, in whole or in part, at any time, and from time to time, at a redemption price of $1,000 per share plus any accrued and unpaid dividends thereon. The Company is not required to redeem the Class A Preference Shares.

B. Capitalization and Indebtedness

The accrued dividends on the Class A Preferred shares compose the majority of the total current liabilities. The balance of the accrued, and trade payables are the result of operations.

C. Reasons for the Offer and Use of Proceeds

During the year CCL did not issue any equity securities.

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Form 20F Annual Report December 31, 2006

D. Risk Factors

The Corporation is subject to a number of risks due to the nature of its business and the present stage of development of business. The following factors should be considered:

To date, CCL’s operations have generated sufficient cash flow to fund ongoing operational requirements and cash requirements. Although CCL believes it has sufficient capital and cash flow to fund current operations, its ability to continue operations is dependent upon the ability to obtain additional financing and new clients.

CCL’s product line of Sky Games® and Sky Play® are marketing to the world’s airlines. CCL’s future must be considered in light of the continuing financial difficulties the airline industry is experiencing globally.

SOFTWARE

The value of CCL’s product line is in the software which must be continually updated to retain its competitive technical edge in the marketplace.

COMPETITION

There are numerous entities offering similar products to CCL’s Sky Play® PC Interactive Games product line. It is the increase in the availability of similar PC based entertainment games, and the lack of a dedicated marketing consultant that has reduced CCL’s client base.

The marketplace for the Sky Games® Interactive Gaming System, CCL’s main product line, is not well established. However the Gaming Industry as a whole internationally is constantly undergoing changes, is intensely competitive, and is subject to changes in customer attitudes, morals and preferences. New products are being developed continuously by the Gaming Industry in order to satisfy customer demands. The Sky Games® Interactive Gaming System is one of those products. Changes in International Governmental regulations and laws are in a constant state of flux, and could adversely affect the ability of the Airlines to install such a system. Changes in policies of companies or banks that handle payment processing systems or credit card transactions for gaming industry could have an adverse impact on the operation of the Sky Games® System

RELIANCE ON EMPLOYEES

CCL relies on its management and outsourced services for the business and corporate operations.

ABILITY TO RAISE CAPITAL

CCL’s ability is dependent upon many factors, including the ability of the degree of competition encountered by the Company, technology risks, government regulation and general economic conditions.

ITEM 4.

INFORMATION ON THE COMPANY

History and Development of the Company

Creator Capital Limited (the "Company" or "CCL"), formerly Interactive Entertainment Limited was incorporated pursuant to the laws of the Province of British Columbia on January 28, 1981 under the name Tu-Tahl Petro Inc. On May 10, 1990, the Company changed its name to Creator Capital Inc. The Company was reincorporated through the continuance of its corporate existence from the Province of British Columbia to the Yukon Territory on July 15, 1992. On January 23, 1995, the Company changed its name to Sky Games® International Ltd. ("SGI"). Effective February 22, 1995, the Company continued its corporate existence from the Yukon Territory to Bermuda as an exempted company under the Companies Act 1981 (Bermuda) (the "Bermuda Act"). In June, 1997, the Company changed its name to Interactive Entertainment Limited following consummation of the amalgamation of the Company's wholly-owned subsidiary, SGI Holding Corporation Limited ("SGIH"), and SGIH's formerly 80% owned subsidiary, then known as Interactive Entertainment Limited ("Old IEL"). This was followed immediately by an amalgamation of SGI with the survivor of the first amalgamation (the "Amalgamations"). Pursuant to a Special Resolution passed by shareholders at the September 19, 2000 Annual General Meeting, the Company changed its name to Creator Capital Limited.

IEL (Singapore) Pte. Ltd. was struck off the Singapore Register of Companies, at the Company’s request, on September 23, 2000. IIL (UK) was struck off the UK Companies House Register on May 6, 2003 following an application lodged by the Company on December 10, 2002. On July 10, 2006, Sky Games® International Corporation ("SGIC") changed its name to Creator Capital (Nevada) Inc. (“CCL(US)”).

Page 3

Form 20F Annual Report December 31, 2006

Unless the context otherwise requires, the term "Company" refers to Creator Capital Limited (“CCL”), and its wholly-owned subsidiaries, Creator Capital (Nevada) Inc. ("CCL(US)"), and Creator Island Equities Inc. (“CIEI(Canada)”). Currently, CIEI(Canada) and CCL(US) are considered to be inactive.

The initial purpose of the Company was natural resource exploration and development. Beginning in January 1991 the Company concentrated its efforts on acquiring, developing and commercializing a gaming technology marketed as Sky Games®™ for inflight use by international airline passengers and patrons in other non-traditional gaming venues. In pursuit of this purpose, the Company in 1991 acquired the principal assets of Nevada-based Sky Games® International, Inc. ("SGII"). In late 1994, the Company formed Old IEL as a joint venture with subsidiaries of Harrah's Entertainment, Inc., ("Harrah's"). This resulted in the transfer to Old IEL of the Company's inflight gaming business and the execution of a management agreement with Harrah's with respect to Old IEL and other related relationships. Pursuant to such management agreement, Old IEL's operations were managed by a Harrah's subsidiary. The description herein of the Company's operations from December 30, 1994 through June 17, 1997 with respect to inflight gaming activities refers to the operations of Old IEL under the management of this subsidiary of Harrah's.

Business Overview

Sky Games®

The Sky Games® Interactive Gaming System was developed to introduce gaming to international airline passengers. The system is designed to enable users to play a number of casino-type games from their seats by way of a built-in, color, interactive, in-seat monitor. The Company believed that an opportunity existed to introduce casino games on international air flights. In April of 1996, the Company announced the signing of contracts for the provision of gaming services to Singapore Airlines (“SIA”). The first flight with gaming was launched on June 1, 1998. A second aircraft was added in mid-October, 1998. Passenger participation was disappointing. On November 12, 1998, the Company announced that it had been unable to attract the additional capital necessary for continued development of its Sky Games® inflight gaming business. The Company also announced that it had discontinued all operations associated with the Sky Games® product line. All employees were terminated as of November 13, 1998. Those former employees that subsequently had been retained on a part-time contract basis to continue operations and support the Sky Play® product, are no longer associated with CCL. Two former employees, through their corporate entity, eFlyte, had been contracted to attend to the Sky Play® business. eFlyte terminated its contract with CCL as of April 22, 2001. The technical aspect of the business is currently contracted outside the Company as necessary.

On April 30, 1997, the Company entered into a Consulting Agreement with James P Grymyr, whereby he would provide consulting services to the Company from time to time, as requested by the Company. Under the terms of this agreement, the Company issued 586,077 shares of Common Stock to Mr Grymyr as consideration for all such consulting services, both past and future. During March, 2001, Mr Grymyr informed the Company that he did not provide any consulting services to the Company. Furthermore, he indicated that the agreement was never operational. A review of the Company’s records, and conversations with previous management did not reveal any evidence to the contrary. Therefore, Mr Grymyr offered to annul the Consulting Agreement and return the shares to the Company for cancellation. The Company accepted this offer under the terms of the Annulment Agreement dated June 20, 2001. Mr Grymyr has completed his undertakings to the company. The company is in the process of completing the cancellation of the 586,077 shares.

Sky Play®

On January 13, 1998, CCL completed the acquisition of all the outstanding capital stock of Inflight Interactive Limited (“IIL”) in exchange for 500,000 shares of the Company’s $.01 par value common stock (the “Common Stock”). IIL is a United Kingdom developer and provider of amusement games to the airline industry. The acquisition was accounted for using the purchase method. The games are marketed under the name Sky Play®. As at December 31, 2006, the Sky Play® games were operating Sri Lankan Emirates Airways, and Japan Airlines.

Investment - China Lotteries

On September 22, 2001, the Company entered into an Investment agreement with Trade Watch Consultants Limited (formerly Asset China Investments Ltd.) (“TWC”). TWC holds 70% of the outstanding shares of Beacon Hill Enterprises Ltd. Beacon Hill holds the license for and operates one of two major Soccer Betting Lottery locations in Guangzhou City, Guangdong Province, People’s Republic of China. In exchange for 1,500,000 shares of the Company’s Common Stock, and an investment of up to HK$1,500.000 (US$ 180,050.00), the Company receives 80% of the proceeds of the business profits generated from Asset China’s sports betting and lottery assets. To date,

Page 4

Form 20F Annual Report December 31, 2006

the Company has forwarded HK$900,000.00 (US$115,030.00). To date, no business profits have been generated nor distributed. No further funds will be forwarded and the shares will not be distributed until there are business profits generated and distributed.

On November 1, 2001, the Company entered into an Investment agreement with Lee John Associates (“LJA”). LJA is engaged in the business of owning the licenses for and operating several lottery locations in Guangzhou City, Guangdong Province, Peoples’ Republic of China. In exchange for 500,000 shares of the Company’s common stock, the Company shall receive 80% of the proceeds of the business profits generated from Lee John’s Lottery businesses.

As of August 2003, CCL had not yet received any funds under the agreements with TWC and LJA. Therefore, upon detailed re-evaluation and analysis all parties mutually agreed to amend the original agreements. On September 1, 2003, CCL amended these two agreements as described below:

The original agreement with TWC required a total investment of US$180,050.00 (HK$1,500,000) and the issuance of 1,500,000 CCL common shares to TWC. To date, CCL has funded US$115,000.00, but has not issued any common shares. Initially, both TWC and Beacon Hill Enterprises Ltd. ("BHE"), agreed that TWC's 70% ownership in Beacon Hill would be reduced to 49% (due to the partial completion of the original funding of US$180,050.00). The agreement was then finalized as a Licensing arrangement, whereby the $115,000 advanced was deemed to a one-time, full payment of the license fee to allow TWC to sell lottery tickets through a dedicated website www.worldwidelotteries-china.com. The 1,500,000 CCL common shares will not be issued as a part of the amended arrangement.

The original agreement with LJA required CCL to issue 500,000 CCL common shares in exchange for 80% of LJA's business profits generated from its seven sales locations within Guangdong Province, in the People's Republic of China. As of September 1, 2003, CCL had not received any funds from LJA, nor had CCL issued the 500,000 common shares. This agreement was cancelled on September 1, 2003.

As of December 31, 2003, CCL had completed the development of the website (www.worldwidelotteries-china.com), which is directed towards the international marketing and sales of the Soccer Betting Lottery. During the 3^rd Quarter 2003, approval was obtained and an agreement was reached with a Credit Card Payment processing provider. Subsequently, the provider was unable to provide the required services due to an internal issue. In the 4^th Quarter 2003, agreement was reached with NEteller to provide payment processing services.

As of December 31, 2004, the Company was unable to appoint a new Chinese agent. This resulted in the lapsing of the licensing agreement. The license fee paid was written off. The online purchasing and processing software developed could be integrated into the future applications of Sky Games.

On September 19, 2003, CCL's former wholly owned subsidiary, Trade Watch Consultants Ltd. ("TWC") of the British Virgin Islands, entered into a Licensing Agreement with Action Poker Gaming Inc. ("APG"), a wholly owned subsidiary of Las Vegas From Home.com Entertainment. APG provides Gaming Software designed for the on-line gaming industry. TWC's website, www.worldwidegaming-asia.com, will feature Asian Themed games such as "Chinese Poker", "Pan" and "Big 2". A percentage of gaming revenue realized from the website is payable to Action Poker Gaming Inc. on a monthly basis.

As at the September 30, 2004 Quarter the website content and design had not been forwarded to CCL for approval. APG did not affect the steps to activate the services under the Agreement, CCL deemed the Agreement in default and withdrew.

Failed Acquisition of ETV Channels On Demand Inc.

By a share purchase agreement dated March 6, 2006 the Company was to acquire all of the outstanding common shares of ETV Channels on Demand, Inc. (“ETV”), a Panama company, in exchange for 50,000,000 common shares of the Company and one share purchase warrant entitling the holder to acquire 1,000,000 common shares of the Company at $1.00 per share from August 15, 2006 to February 15, 2008. These securities were to be issued on an earn-out basis as to one share and a proportionate amount of warrants for each $1.00 of gross revenues realized through the ETV business. The terms of the Share Purchase Agreement were not fulfilled.

On November 17, 2006, the Company deemed the Agreement null and void due to failure of the Vendor to fulfill the terms. A finder’s fee of 2,500,000 common shares to be earned-out based upon the same formula as the acquisition securities were to be issued. With the failure of the Share Purchase Agreement, the finder’s fee also became null and void.

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Form 20F Annual Report December 31, 2006

On November 30, 2006, CCL announced the execution of a Letter of Intent with Newmediacom Limited (“NMC”), of the United Kingdom, for the purpose of negotiating rights to certain services related to the provision of live, streamed, and downloadable video services to mobile devices and other video distribution and receiving technologies.

Newmediacom

Newmediacom is one of five companies, which comprise the Phones International Group founded in 1998 by Peter Jones. The Group provides a portfolio of core business offerings combining mobile logistics, distribution and fulfillment, configuration, content products and delivery and other related services within the mobile and wireless industries. Newmediacom was acquired by the Phones International Group early in 2004. The company provides broadcast quality services and solutions that can be utilized in the mobile phone arena. As at December 31, 2006 the Letter of Intent had not yet resulted in a final Agreement.

The Product

Sky Play®

Sky Play® PC Interactive Games offers airlines the choice of up to 19 amusement games. Unlike Nintendo-style games, which are designed to keep the player challenged and interested over long periods of time, and which generally require player skill developed over a period of time, CCL has selected and developed the Sky Play® amusement games which have very simple rules, are already well known or easy to learn, and are very simple to play. Games are licensed to airlines for a monthly license fee on a per game, per aircraft basis.

The U.S. Patent and Trademark Office has granted CCL the following federal registrations;

November 5, 2002

“Sky Play®” Logo and name

July 8, 2003

“Sky Play® International” “We Make Time Fly” and Design

Sky Games®

The U.S. Patent and Trademark Office has granted CCL the following federal registrations;

April 14, 1998

“Sky Games®” logo and the slogan "We Make Time Fly"

August 26, 2003

“Sky Games® International” “We Make Time Fly” and Design

February 21, 2006

“Casino Class”

July 4, 2006

“Casino Class” “We Make Time Fly” and Design

February 24, 2006

“Sky Casinos International” “We Make time Fly” and Design

The Industry

According to Boeing Company's Current Market Outlook (CMO) for 2006, annualized world GDP is forecast to grow at an average of 3.1% per year over the next 20 years beginning in 2006, an increase of 0.2%. Boeing also forecasts an increase of 0.1% in passenger traffic growth to 4.9% annually over the next 20 years. The report noted that, the total market potential for new commercial airplanes is 27,210, worth $2.6 trillion in 2005 US Dollars. The fleet will grow from 17,330 aircraft in 2005 to a total worldwide fleet of 35,970 in 2025.

Boeing estimates that approximately 26% of these new aircraft will be intermediate (twin-aisle) and large aircraft. Of that 26%, deliveries of 747-size or larger aircraft will decrease to 3% from 4%, while deliveries of intermediate size (twin-aisle) aircraft will increase from 21% to 23%. IMDC forecasts 5,569 aircraft deliveries of 100 seats (or more) from 2006-2011. 100% of twin-aisle aircraft and more than 70% of single-aisle aircraft are expected to be delivered with IFE between 2006-2011 with overall penetration of 76%. CCL believes these forecasts represent a substantial market for IFE systems and inflight content over the long-term.

The resilience that global airline markets have shown over time is reflected in average annual passenger traffic growth of 4.8 percent and air cargo growth of 6.3 percent over the past 20 years. This growth was founded on world economic growth of 2.9 percent and further stimulated by liberalization of market regulations in many countries. Looking ahead over the next 20 years, the world economy is set to grow at 3.1 percent.

Looking ahead, IMDC Market Outlook for Inflight Technologies (2006-2011) has calculated that passenger traffic continues to grow at 6.2%. The Middle-East and Asia-Pacific regions’ traffic are growing at the fastest rates of 6.9% and 6.4% respectively. Boeing’s CMO 2006 predicts that the Asia-Pacific (including within China) will become the largest internal market over the next 20 years, overtaking the market within North America. Markets in Asia-Pacific have powerful combinations of large economies, rapid economic growth, and liberalizing markets. These figures are a positive factor in CCL’s continuing strategy for initially targeting airlines in the Asia Pacific region.

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Form 20F Annual Report December 31, 2006

The introduction and acceptance of portable (non embedded or installed) IFE units is growing steadily. The positive impact of these portable IFE units/systems is the trend towards lighter, less expensive IFE architecture, with the focus of such architecture being the individual seating area of each passenger. Boeing has found that there is a shifting balance toward smaller twin-aisle airplanes in the future is driven by passengers who prefer to travel directly between their points of origin and destination.

Medium, and long-range markets are primarily served with twin-aisle and large airplanes. The Airlines are able to provide more economical service on an increasing number of these routes through the improvement in operating economics of each new generation of airplane. However, scheduling constraints and market regulations in a few of the world’s intercontinental markets limit the number of possible flights any one airline can offer. On these routes and those with particularly high demand, airplanes of 747 size and larger will be required. Good examples of such routes would be Singapore or Hong Kong to London Heathrow.

Regional traffic trends are an important factor in CCL’s marketing strategies. According to the Boeing CMO 2006 – annual passenger traffic will grow by 6.4 % in the Asia Pacific region; 5.8% in the Transpacific Region; 3.6% within North America; 3.4% within Europe; 6.9% within Latin America; 8.8% within China. IMDC also states that key growth markets will be China and India. However, the longer haul, twin aisle market will remain the focus for CCL’s Sky Games.

Airline expenditure on Inflight Technologies (IFT) is expected to total US$11,922 billion between 2006-2011. Airline losses are expected to reduce to $3.0bn in 2006, with profitability of $7.2bn now expected in 2007. Total aircraft market penetration of IFE during 2006 is 46.1%, an increase of 2.8% compared to penetration in 2003.

An observation by Sally Gethin in her March 2007 article in Aircraft Interiors International “All bets are off?” confirms CCL’s research and conclusions regarding the potential of Gaming on International airlines: She states that gaming is a numbers game: “Gambling over existing airline IFE systems could provide phenomenal returns for airlines – higher even than existing games offered on board according to research conducted by IMDC, which provides forecasting and surveys for airlines and IFE manufacturers.”

Gethin also quotes the 1995 Department of Transportation report to the US Congress, which CCL has already utilized in its research and quoted in many of its forecasts. The report states that potential earnings of US$1 million per aircraft per annum are indeed possible. Any airline with an Atlantic and Pacific fleet numbering 267 aircraft (average size of US international and national airline fleets at the time) could therefore recoup a gross of US$267 million a year.

Gethin also mentions CCL in the article under its former name; “During the 1990s, a company called IEL offered low stakes inflight gambling to the international airline business and worked with Singapore Airlines to install the necessary software. This was short-lived due to incompatibility issues with the software and the IFE hardware, which impacted upon reliability.” Such incompatibilities no longer exist. Technology has improved to the point of offering not only much more sophisticated, embedded hardware, but also the very viable option of portable units. Such portability echoes of CCL’s initial concept of a portable gaming device, which could be issued on the aircraft in exactly the same manner as the portable IMS Pea in the Pod and the DigePlayers are issued today.

Competition

There are currently seven major competitors supplying the inflight interactive PC games marketplace: Creator Capital, DTI, eFlyte, Inflight Digital, Intergame, Nintendo, and Western Outdoor Interactive.

IMDC reports that there are three main types of interactive software packages offered by games suppliers; games; gambling software, and educational software. Not all suppliers supply in all three areas. CCL currently offers games and gambling software.

Market and Marketing

In the very competitive airline market, airlines are seeking a distinctive, competitive edge to attract and retain paying customers. Entertainment and service systems form a part of the airlines’ current business strategy. CCL believes that the principal benefit of its product to the airlines, is the ability to enhance entertainment offerings to passengers. IFE systems are capital intensive; however, providing passenger service and comfort, especially for first and business class travelers, is a major area of competition for airlines. The target market for Sky Play® has been domestic and foreign airlines, which have committed to the purchase of, or already have installed IFE systems.

CCL's primary target market has been Asian and Pacific Rim airlines whose passengers, with certain exceptions, generally have a broad cultural acceptance of gaming. The Company also believes that the Latin American markets also hold significant potential.

Page 7

Form 20F Annual Report December 31, 2006

CCL believes that the principal benefits of its product to the airlines will be passenger satisfaction and airline participation in a potential alternate “non-ticket” revenue stream. IFE systems are capital intensive; however, providing passenger service and comfort, especially for first and business class travelers, is a major area of competition for airlines. The Company believes that new methods of increasing revenues while providing a high level of service will be seriously considered by the airlines; however, there can be no assurance that inflight gaming will be among the alternatives considered by airlines. Although the system is designed for gaming using currency, the system could be adapted to "pay-for-play" mode in those circumstances where gaming utilizing currency is not legal and that a system utilizing frequent flyer credits and other rewards can be integrated as part of the gaming program.

CCL expects to derive its income from a split of gaming revenues with the airline. The Company does not anticipate selling its gaming products in order to generate revenue. Airlines will receive a percentage of net revenue generated by Sky Games® on their respective flights. Passenger payouts and certain direct operating costs will be deducted from revenue and the "win" will be split on a negotiated basis. Airlines have utilized similar revenue-sharing arrangement with other product/service providers, such as inflight communication companies (e.g. GTE Airfone). CCL would provide certain training, banking, accounting and administrative functions. The airline will provide the aircraft, the equipment, the passengers and inflight personnel.

CCL is currently reviewing its future strategies in the airline market by researching and evaluating the process of developing several new games for the Sky Play® PC Interactive Games Catalogue, while updating some of the current games. This will enable CCL to offer current client fresh material, while affording an opportunity to re-visit previous clients and potential new clients. CCL is also currently re-evaluating and redesigning the Sky Games®^® In-flight Gaming System in order to ensure its smooth integration in to the newer, more sophisticated IFE hardware platforms being developed an introduced to the Airline Industry today.

Manufacturing

As a software producer and operator, the Company has no manufacturing capability. CCL’s software is designed to interface with in-cabin hardware, including onboard computers, file servers, distribution and communication systems, manufactured by various suppliers for the airlines.

Sky Games® System Acquisition

On November 7, 1991, the Company entered into an agreement, with subsequent amendments, with Sky Games® International, Inc. ("SGII") to purchase technology, proprietary rights and prototypes of the casino games known as "Sky Games®." The purchase price of the assets was 300,000 shares of the Company's $.01 par value common stock (the "Common Stock") issued to SGII at a deemed price of $1.65 per share, plus an additional 3,000,000 shares of Common Stock held in escrow to be released on the basis of one share for each U.S. $1.78 of net cash flow generated from the assets over a ten-year period (the "Performance Shares"). Of the 3,000,000 shares, 2,000,000 were issued to SGII and 1,000,000 shares to Anthony Clements, an advisor to and director of the Company. The Performance Shares are held in escrow by Computershare Investor Services in Vancouver, B.C., Canada. As of April 30, 1997, the holders of the Performance Shares agreed with the Company to tender such shares to the Company when and if they are released from the escrow, and the Company has agreed to cancel such shares. The holders of the Performance Shares have also granted an irrevocable proxy to a bank, which has irrevocably agreed not to vote such shares. Even though the Performance Shares are subject to cancellation and may not be voted, they remain issued and outstanding. Therefore, the management of the Company has included the Performance Shares in the calculation of total outstanding shares.

The Amalgamations

Effective as of December 30, 1994, the Company, through SGIH, and Harrah's Interactive Investment Company ("HIIC") completed the formation of Old IEL as a joint venture corporation incorporated as an exempted company under the Bermuda Act. At the same time, (i) Old IEL entered into a management agreement (the "Management Agreement") with Harrah's Interactive Entertainment Company (the "Manager"), (ii) the prior consulting agreement between Harrah's and SGIC was terminated, (iii) SGIC assigned all right, title and interest in the Sky Games® system and related trademarks and trade names to the Company, and (iv) the Company licensed the Sky Games® system and certain related trademarks and trade names to Old IEL. In connection with the Amalgamations, the contractual agreements with the affiliates of Harrah's were terminated.

The ownership interests of the Company and HIIC in Old IEL were 80% and 20%, respectively, prior to the Amalgamations. The Company and HIIC had funded a total of $5 million to Old IEL. Additional capital, if not available from third parties, was to have been provided by the Company and HIIC in proportion to their shareholdings. The Executive Committee of Old IEL was to determine whether additional capital was to be provided as equity or debt.

Page 8

Form 20F Annual Report December 31, 2006

Under the shareholders agreement, each party had certain options with respect to the other party's stock. The shareholders agreement was terminated effective June 17, 1997.

The Manager had been granted, and had assumed, broad responsibility for managing the business of Old IEL. This included completing the development of and improving the Sky Games® software and all other systems, marketing to airlines and customers and day-to-day gaming operations. The Management Agreement had a two-year term, but could have been renewed at the Manager's option for successive two-year terms up to a maximum term of 10 years. The Manager had a right of first negotiation on a renewal agreement. Management fees were dependent on the amount of gross revenues with a maximum fee of 7.5% of gross revenues and a minimum monthly fee of $10,000. Old IEL was required to pay all operating costs (including capital expenditures) of the business, which included the cost of services and goods provided by the Manager and its affiliates under the Management Agreement.

The Amalgamations were consummated on June 17, 1997. In conjunction with the Amalgamations, the Management Agreement was terminated, and management of the Company assumed direct responsibility for day to day operations. The Company also entered into a Continuing Services Agreement with Harrah's for certain services.

The Company had exclusively licensed Old IEL to use certain of the Sky Games® trademarks, trade names and other trade rights. This license was replaced in the Amalgamations by a similar license to Harrah's for use of the Company's software, as it existed on June 17, 1997, in traditional casino venues owned, operated or managed by Harrah's. The license is royalty-free, worldwide and non-terminable.

In 1994, the Company terminated certain contractual rights previously granted to BEA in connection with the development of an earlier generation product for inflight gaming use. In connection with this termination, the Company issued a U.S. $2,500,000 convertible promissory note due March 30, 1997. The unpaid balance of the note, including accrued interest, was exchanged for Redeemable Convertible Class A Preference Shares in the Company on June 16, 1997.

Major Customers

The Company’s Sky Play^® customers include, Japan Air Lines, and Sri Lankan Airways.

During the first quarter of 2002, American Airlines ceased to be a client due to budgetary restraints. Malaysia Airlines ceased to be a client as they terminated their agreement with their contracted IFE Inflight content provider who was providing them with CCL Sky Play^® games. Continental Airlines also ceased to be a client at the end of the second quarter of 2002. During 2004 Air China decided to use the games provided with their new inflight entertainment hardware. During 2005 Emirates Air also decided to use the games provide with their new inflight entertainment hardware.

Investment – China Lotteries

On September 22, 2001, the Company entered into an Investment agreement with Asset China Investments Ltd. (“Asset China”). Asset China holds 70% of the outstanding shares of Beacon Hill Enterprises Ltd. Beacon Hill holds the license for and operates one of two major Soccer Betting Lottery locations in Guangzhou City, Guangdong Province, People’s Republic of China. In exchange for 1,500,000 shares of the Company’s Common Stock, and an investment of up to HK$1,500.000 (US$ 180,050.00), the Company receives 80% of the proceeds of the business profits generated from Asset China’s Soccer Betting and Lottery assets. To date, the Company has forwarded HK$900,000.00 (US$115,030.00). To date, no business profits have been generated nor distributed. No further funds will be forwarded and the shares will not be distributed until there are business profits generated and distributed.

On November 1, 2001, the Company entered into an Investment agreement with Lee John Associates (“Lee John”). Lee John is engaged in the business of owning the licenses for and operating several lottery locations in Guangzhou City, Guangdong Province, Peoples’ Republic of China. In exchange for 500,000 shares of the Company’s common stock, the Company shall receive 80% of the proceeds of the business profits generated from Lee John’s Lottery businesses. To date, the company has not issued the 500,000 shares of common stock, nor closed the transaction, as there have not yet been any business profits generated or distributed.

Page 9

Form 20F Annual Report December 31, 2006

Hill would be reduced to 49% (due to the partial completion of the original funding of US$180,050.00). The agreement was then finalized as a Licensing arrangement, whereby the $115,030 advanced was deemed to a one-time, full payment of the license fee to allow TWC to sell lottery tickets through a dedicated website www.worldwidelotteries-china.com. The 1,500,000 CCL common shares will not be issued as a part of the amended arrangement.

As of December 31, 2003, CCL had completed the development of the website (www.worldwidelotteries-china.com), which is directed towards the international marketing and sales of the Soccer Betting Lottery. During the third Quarter 2003, approval was obtained and an agreement was reached with a Credit Card Payment processing provider. Subsequently, the provider was unable to provide the required services due to an internal issue. In the 4^th Quarter 2003, agreement was reached with NETeller to provide payment processing services.

As of December 31, 2004, CCL was unable to appoint a new Chinese Agent. This resulted in the lapsing of the licensing agreement. The license fee paid was written off. The online purchasing and processing software developed could be integrated into the future applications of Sky Games.

Failed acquisition - ETV Channels on Demand, Inc.

By a share purchase agreement dated March 6, 2006 CCL was to acquire all of the outstanding common shares of ETV Channels on Demand, Inc. (“ETV”), a Panama company, in exchange for 50,000,000 CCL common shares and one share purchase warrant entitling the holder to acquire 1,000,000 CCL common shares at $1.00 per share from August 15, 2006 to February 15, 2008. These securities were to be issued on an earn-out basis as to one share and a proportionate amount of warrants for each $1.00 of gross revenues realized through the ETV business. The terms of the Share Purchase Agreement were not fulfilled. On November 1, 2006,CCL deemed the Agreement null and void due to the failure of the Vendor to fulfill the terms. A finder’s fee of 2,500,000 CCL common shares to be earned-out based upon the same formula as the acquisition securities were to be issued. With the failure of the Share Purchase Agreement, the finder’s fee also became null and void.

Newmediacom

As of December 31, 2006, the Letter of Intent with Newmediacom Limited (“NMC”), of the United Kingdom, for the purpose of negotiating rights to certain services related to the provision of live, streamed, and downloadable video services to mobile devices and other video distribution and receiving technologies had not yet resulted in a final Agreement.

ORGANIZATIONAL STRUCTURE

The following chart outlines CCL’s corporate structure

[ccl20f2006final002.jpg]

Currently, CCL’s 100% wholly owned subsidiaries, Creator Capital (Nevada), Inc. and CIEI (Canada), are inactive.

Page 10

Form 20F Annual Report December 31, 2006

PROPERTY, PLANTS AND EQUIPMENT


		2006
		Accumulated
	Cost	Amortization	Net

Computer equipment	$ 384,065	$ 384,065	$ -
Furniture and fixtures	44,929	44,729	-
Website	76,699	76,699	-

	$ 505,493	$ 505,493	$ -

ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

OPERATING RESULTS


			Twelve Months Ended December 31
			2006		2005	2004	2003	2002

Statement of Operations Data:
	Gain/Loss before
	extraordinary item		$ (137,121)		$ (108,113)	$ (103,751)	$ (98,187)	$ (81,250)
	Extraordinary (gain)loss		(13,015)		5,845	66,037	-	-
Net Gain/Loss			(124,106)		(102,268)	(37,714)	(98,187)	(81,250)

Gain/Loss per share before
extraordinary item			(0.00)		(0.00)	(0.00)	(0.00)	(0.00)
Extraordinary item			-		-	-	-	-
Loss per share			(0.00)		(0.00)	(0.00)	(0.00)	(0.00)

Weighted number of common
	shares outstanding		88,053,365		90,795,037	90,795,037	90,795,037	73,878,000

Number of common shares
	outstanding at period end		88,053,365		90,795,037	90,795,037	90,795,037	90,795,037
(in thousands except per share and share data)

				As of December 31, (in thousands of dollars)
				2006	2005	2004	2003	2002
Balance Sheet Data:
	Working capital (deficit)			$ (1,827)	$ (1,737)	$ (1,394)	$ (1,267)	$ (930)
	Total assets			23	84	122	319	378
	Long term debt						66	66
	Redeemable preferred stock
	Class A			0	0	0	0	0
	Class B


	Shareholders' equity
	(deficit)			(1,827)	(1,697)	(1,393)	(1,155)	(855)
	Equity (deficit) per
		common share		(0.02)	(0.02)	(0.05)	(0.01)	(0.00)

Page 11

Form 20F Annual Report December 31, 2006

Twelve Months Ended December 31, 2006 and December 31, 2005

Revenue decreased from $78,615 to $53.460.

Consulting expenses increased by $6,331.

Depreciation and amortization expenses decreased to zero with the writing off the impaired website asset.

General and administrative expenses increased by $12,719.

Continued maintenance of the long term registrations and various business trademarks resulted in decreasing Legal expenditures by $3,860.

$46,828 was received for Note Receivable that was written off several years ago. $8,083 of Accumulated interest on the Note Receivable was also received.

The Website Asset, as recorded on the Balance Sheet at $39,572 as at 2005, was determined during the year as being impaired. The $39,572 was removed from the 2006 Balance Sheet.

Twelve Months Ended December 31, 2005 and December 31, 2004

Revenue decreased from $136,000 to $78,615. The revenue decrease is due to a decrease in the number of airline clients.

The Bad Debt expensed in 2003 was recovered during 2004, but the Virgin Atlantic Airways receivable was written off.

Consulting expenses increased by $3,698.

General and administrative expenses decreased by $12,270.

Depreciation and amortization expenses decreased by $4,212.

Legal Expenses: Continued efforts in registering and maintaining the various business trademarks resulted in an increased expenditure of $1,720.

During 2005, the was an expense recovery of $5,000.00

There were no further determinations of asset impairment during 2005.

Twelve Months Ended December 31, 2004 and December 31, 2003

Revenue decreased to$136,000 from $174,385. The revenue decrease is due to a decrease in airline clients.

The Bad Debt was expense in 2003 was recovered during the period. However, the Virgin Atlantic Airways receivable was written off.

General and administrative expenses decreased by $6,054

Consulting and contract labour expenses decreased by $1,250

Depreciation and amortization expenses increased by $10,548

Legal expenses: CCL increased its efforts with registering, and maintaining various trademarks pertinent to the Sky Games^® and Sky Play^® business. Outstanding issues with eFlyte, LLC, led to continuing legal expense culminating with the Arbitration proceeding being settled on March 11, 2004.

During the year there were expense recoveries of $147,123 removed from the Accounts Payable.

It was determined the investment in the Intangible assets has become impaired resulting in its write-off.

Page 12

Form 20F Annual Report December 31, 2006

Twelve Months Ended December 31, 2003 and December 31, 2002

Revenue decreased from $326,162 to $174,385. The revenue decrease is due to a reduction in airline clients and vigorous competition from one particular PC games provider.

General and administrative expenses decreased by $74,112.

Consulting and contract labour expenses increased by $684

Depreciation and amortization expenses decreased by $86,474

Legal expenses increased by $33,119. CCL increased its efforts with registering, and maintaining various trademarks pertinent to the Sky Games® and Sky Play® business. Outstanding issues with eFlyte, LLC, led to continuing legal expense culminating with the Arbitration proceeding being scheduled for March 9 through 12, 2004.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2006, the Company had a working capital deficit of $1,826,923. Of this, $1,661,715 was for dividends payable that have accrued over several fiscal periods on current outstanding Preferred Shares. Without said accrued dividends, the working capital would have been a deficit of $165,208. The Company’s net cash position is $12,275. This reflects the fact that the cash generated from operations is the Company’s primary source of operations funding.

At December 31, 2005, the Company had a working capital deficit of $1,736,852. Of this, $1,535,178 was for dividends payable that have accrued over several fiscal periods on current outstanding Preferred Shares. Without said accrued dividends, the working capital would have been a deficit of $201,674. The Company’s net cash position is $34,355. This reflects the fact that the cash generated from operations is the Company’s primary source of operations funding.

At December 31, 2004, the Company had a working capital deficit of $1,443,004. Of this, $1,339,408 was for dividends payable that have accrued over several fiscal periods on current outstanding Preferred Shares. Without said accrued dividends, the working capital would have been a deficit of $103,596. The Company’s net cash position is $44,804. This reflects the fact that the cash generated from operations is the Company’s primary source of operations funding.

At December 31, 2003, the Company had a working capital deficit of $1,266,630. Of this, $1,160,568 was for dividends payable that have accrued over several fiscal periods on current outstanding Preferred shares. Without said accrued dividends, the working capital would have been in a deficit position of $106,062. The Company’s net cash position is $40,817. This reflects the fact that the cash generated from operations is the Company’s primary source of operations funding.

At December 31, 2002, the Company had a working capital deficit of $930,409. Of this, $984,168 was for dividends payable that have accrued over several fiscal periods on current outstanding Preferred shares. Without said accrued dividends, the working capital would have been in a positive position of $53,759. During the year, all the Class B Series A and B Preferred shareholders converted their preferred shares, and most of the accrued dividends thereto attached, into common shares. The Company’s net cash position is $139,338. This reflects the fact that the cash generated from operations is the Company’s primary source of operations funding.

At December 31, 2001, the Company had a working capital deficit of $701,294. Of this, $828,091 was for dividends payable that have accrued over several fiscal periods on current outstanding Preferred shares. Without said accrued dividends, the working capital would have been in a positive position of $126,797. During the year, all the Class B Series A and B Preferred shareholders converted their preferred shares, and most of the accrued dividends thereto attached, into common shares. The Company’s net cash position is $90,870. This reflects the fact that the cash generated from operations is the Company’s primary source of operations funding.

At December 31, 2000, the Company had working capital deficit of $827,653. Of this, $878,454 was for accrued dividends payable on the outstanding preferred shares. Without said accrued dividends, the working capital would have been in a positive position of $50,801. The Company’s net cash position was $74,314. This reflects the fact that the cash generated from operations is the Company’s primary source of operations funding.

Page 13

Form 20F Annual Report December 31, 2006

At December 31, 1999 the Company had a working capital deficit of approximately $535,000. During 1999, the Company's primary source of funding was through cash flow generated from operations. Prior to 1999, the primary source of funding was through sales of its equity and securities convertible into Common Stock.

RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES ETC.

Sky Play®

The U.S. Patent and Trademark Office has granted CCL the following federal registrations;

November 5 2002

“Sky Play®” Logo and name

July 8, 2003

“Sky Play® International” “We Make Time Fly” and Design

Sky Games®

The U.S. Patent and Trademark Office has granted CCL the following federal registrations;

April 14, 1998

“Sky Games®” logo and the slogan "We Make Time Fly"

August 26, 2003

“Sky Games® International” “We Make Time Fly” and Design

February 21, 2006

“Casino Class”

July 4, 2006

“Casino Class” “We Make Time Fly” and Design

February 24, 2006

“Sky Casinos International” “We Make Time Fly” and Design

TREND INFORMATION

The marketplace for the Company’s main product line is not well established however the Gaming Industry as a whole internationally is constantly undergoing changes, is intensely competitive and is subject to changes in customer attitudes, morals and preferences. New products are being developed continuously by the Gaming Industry in order to satisfy customer demands. The Sky Games® Interactive Gaming System is one of those products. Changes in International Governmental regulations and laws are in a constant state of flux, and could adversely affect the ability of the Airlines to install such a system. Changes in policies of companies or banks that handle payment processing systems or credit card transactions for gaming industry could have an adverse impact on the operation of the Sky Games® System

OFF-BALANCE SHEET ARRANGEMENTS

Not Applicable

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

Not Applicable

SAFE HARBOUR

All financial information and statements provided have been fairly represented in accordance with U.S. generally accepted accounting principles.

Page 14

Form 20F Annual Report December 31, 2006

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

DIRECTORS AND SENIOR MANAGEMENT

Name

Position

Principal Occupation

Term of Office

Anthony P Clements

Age 61

Director

Investment Banker

Director 1992-Present

Deborah Fortescue-Merrin

Age 51

President & C.E.O.

Director

President of CCL

President of North American Medical Services Inc.

Director 1995-1997

Director 1999-Present

President 1999-Present

Anastasia Kostoff-Mann

Age 59

Vice-President

Director

Founder and Chairman

Corniche Group of Companies

Director 1993-1996

Director 1999-Present

ANTHONY P. CLEMENTS, has been a director of the Company since March of 1992. Mr Clements is currently an Independent Investment Banker. Previous to this, He was an investment banker with Yorkton Securities, based in London, England. From 1994 to March 1998, he was an investment banker with T. Hoare & Co. Mr. Clements also served as a director of the Company's operating subsidiary from August 10, 1995 until its amalgamation with the Company on June 17, 1997. Prior to 1994, Mr. Clements was an investment banker for Rickets & Co., also based in

London. Mr. Clements has also managed the North American portfolio of Postel Investment Management (pension fund managers for both the Post Office and British Telecom) from 1973 until 1987, and has worked in areas of corporate finance since 1987.

DEBORAH FORTESCUE-MERRIN has been a director of the Company since September 10, 1999, and she was previously a director of the Company from October 1995 to October 1997. Mrs. Merrin is Vice-President of J. Perot Financial Corp., a private investment management firm located in Vancouver, British Columbia, Canada. Previous to joining J. Perot Financial, Mrs. Merrin was a securities broker for twelve years, and worked in the area of corporate finance from 1989-1992, specializing in special situations concerning medical issues. Mrs. Merrin is also the President and a Director of North American Medical Services Inc. which trades on the Toronto Venture Exchange. Mrs Merrin is also currently the President, and Chairman of Creator Capital Limited

ANASTASIA KOSTOFF-MANN has been a director since September 10, 1999, and she was previously a director of the Company until September 1996. Ms Mann has over 30 years experience in the hotel, sales and marketing, and travel industry. She is the Founder and Chairman of the Corniche Group of Companies, overseeing all aspects of travel and meeting management for corporate accounts. She is a lifetime director and former President and Chairman of the International Travel & Tourism Research Association (TTRA). She currently serves a commissioner on the California Travel and Tourism Commission where she also sits on the Executive Committee. Ms Mann is also currently the Vice President of Creator Capital Limited.

COMPENSATION

All of the directors of the Company are re-imbursed for out-of-pocket expenses. The directors of the Company receive no other compensation.

The following table sets forth all compensation for services in all capacities to the Company for the three most recently completed fiscal years in respect of each of the individuals who served as the Chief Executive Officer during the last completed fiscal year and those individuals who were, as of December 31, 2006, the executive officers of the Company whose individual total compensation for the most recently completed financial year exceeded $100,000 (collectively, the "Named Executive Officers") including any individual who would have qualified as a Named Executive Officer but for the fact that individual was not serving as such an Officer at the end of the most recently completed financial year:

Page 15

Form 20F Annual Report December 31, 2006


SUMMARY COMPENSATION TABLE

		Annual Compensation			Long Term Compensation Awards
Name and Principal Position	Fiscal Year Ended	Consulting fees ($)	Bonus ($)	Other Annual Compensation ($)	Restricted Stock Awards (#)	Securities Underlying Options (#)

Deborah Fortescue-Merrin Chairman	12/31/06 12/31/05 12/31/04 12/31/03 12/31/02 12/31/01 12/31/00 12/31/99	US$52,698 US$45,698 US$42,000 US$42,000 US$42,000 US$42,000 US$23,000 NIL	NIL NIL NIL NIL NIL NIL NIL NIL	NIL NIL NIL NIL NIL NIL NIL NIL	NIL NIL NIL NIL NIL NIL NIL	60,000

*by way of related consulting entity

The directors of the Company have not been granted any stock options since 2001. As of November 17, 2006, all options granted on March 6, 2006 had been cancelled.

As at December 31, 2006 there were at total of 200,000 outstanding options to purchase common shares granted to the directors. These options are exercisable at a range between $0.14 and $3.688 per share, and expire ten years after their respective date of grant.

TOTAL OUTSTANDING OPTIONS GRANTED TO DIRECTORS


Name	No of Securities Underlying Options Granted (#)	Exercise or Base Price ($/share)	Expiration Date	Potential Realizable Value At Assumed Annual Rates of Stock Price Appreciation for Option Term
				5%	10%
Tony Clements Deborah Merrin Anastasia Mann	10,000(1) 50,000(2) 10,000 10,000 10,000(1) 50,000(2) 10,000(1) 50,000(2)	$0.14000 $0.50000 $2.50000 $3.68800 $0.14000 $0.50000 $0.14000 $0.50000	09-10-09 09-10-09 05-17-08 10-17-07 09-10-09 09-10-09 09-10-09 09-10-09	xx xx xx xx xx xx xx xx	xx xx xx xx xx xx xx xx

(1) Option granted to each director of the Company pursuant to the Director Option Plan on September 10, 1999.

(2) Options granted under the Management Incentive Plan

BOARD PRACTICES

Election of Directors and Terms of Service

As of the date of this Document, The Board of Directors currently comprises of four members, including the Chairman and C.E.O. Directors are elected annually by an ordinary resolution at the Annual General Meeting of Shareholders. Each director is elected for a term of one year, and may be re-elected annually for an additional one year term by the shareholders. There are no limits as to how long any individual director may serve on the Board.

Page 16

Form 20F Annual Report December 31, 2006

Service Contracts

CCL does not currently have any service contracts or any other contracts with any of the members of the Board of Directors.

Audit Committee

The Audit Committee of the Board currently consists of Ms Fortescue-Merrin, and Mr Anthony Clements. The principal functions of the Audit Committee are to make recommendations to the Board regarding; (i) its independent auditors to be nominated for election by the shareholders; (ii) to review the independence of such auditors; (iii) to approve the scope of the annual audit activities of the independent auditors; (iv) to approve the audit fee payable to the independent auditors; (v) and to review such audit results. The audit committee did not hold any meetings during the fiscal year ended December 31, 2006.

Compensation Committee

The Compensation Committee currently consists of Mrs. Mann, and Mr Tony Clements. The Compensation Committee did not hold any meetings during the fiscal year ended December 31, 2006. For information on the duties and actions of the Compensation Committee, see "Report on Compensation."

Report on Compensation

Ms Deborah Merrin served as President & Chairman of the CCL in the fiscal year 2002. She was compensated on a consulting basis, by way of a related consulting entity. Compensation totaled US$ 52,698 during 2006, compared with US$ 45,698 during 2005, and US$ 42,000 during 2004, 2003, and 2002 respectively.

EMPLOYEES

All employees of CCL were terminated as of November 13, 1998. Those former employees that were subsequently retained on a part-time contract basis to continue operations and support the Sky Play® product, are no longer associated with IEL. Two former employees, through their corporate entity, eFlyte, LLC had been contracted as independent contractors to provide services relating to the Sky Play® business. Effective April 22, 2001, eFlyte terminated its contract with CCL. Due to the nature of the termination and subsequent events, legal counsel was retained and correspondence occurred with eFlyte’s counsel. Such correspondence did not result in a satisfactory resolution. . In December 2002, legal arbitration proceedings were initiated against eFlyte, LLC. On March 11, 2004 the parties reached an agreement in principle whereby the Arbitration Process was resolved pursuant to a Confidential Settlement Agreement.

Currently, CCL does not employ any personnel. Corporate and business operations are handled by outsourced providers.

SHARE OWNERSHIP

As of May 1, 2002, based on information supplied to the Company, CCL's directors and executive officers as a group may be deemed to own beneficially (including shares purchased upon exercise of stock options and warrants, exercisable within 60 days) 0.28% of the outstanding shares of Common Stock. To the knowledge of the directors and officers of the Company, the following directors and officers of the Company and owners of five percent (or more) of the outstanding Common Stock beneficially own the shares of Common Stock set forth below.


Name	Amount and Nature of Beneficial Ownership	Percent of Class (1)

Anthony P. Clements (2) Deborah Fortescue-Merrin (3) Anastasia Kostoff-Mann (4)	80,000 – Options 60,000 – Options 48,500 – Direct 60,000 – Options	* * * *

*Less than 1%

Page 17

Form 20F Annual Report December 31, 2006

(1)

Percent of class is determined by dividing the number of shares beneficially owned by the outstanding number of shares of the Company, and increased by options and warrants for 260,000 shares, which are currently exercisable.

(2)

Includes, options for 40,000 shares under the Directors Option Plan, and options for 50,000 shares granted under the Management Incentive Plan, and options for 100,000 shares granted on October 11, 2001

(3)

Does not include 1,406,870 shares of Common Stock held by a charitable foundation (Missy Foundation) of which both Mr. & Mrs. Merrin are directors. Includes options for 20,000 shares of Common Stock under the Directors Option Plan, and options for 50,000 shares granted under the Management Incentive Plan, and options for 100,000 shares granted on October 11, 2001

(4)

Includes 10,000 shares under the Directors Option Plan, and options for 50,000 shares granted under the Management Incentive Plan, and options for 50,000 shares granted on October 11, 2001

ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

MAJOR SHAREHOLDERS

As of December 31, 2006, there were 246 shareholders of record in the United States holding a total of 30,512,252 of the 88,053,365 outstanding common shares of the Corporation. The following persons or corporations beneficially owned directly or indirectly, or exercised control of greater than 5% of the issued and outstanding shares of the Company.

Name of Shareholders and Jurisdiction

Number of

Shares Owned

Percentage of Total Outstanding*

CEDE & CO – United States**

10,923,584

12.41%

HARRAH’S INTERACTIVE INVESTMENT COMPANY

6,886,915

7.82%

* Based upon 88,053,365 issued and outstanding common shares of the Company as of December 31, 2006

** Depository Trust Company holds shares on behalf of the beneficial owners whose identity is not known to the Company.

As of June 28, 2006, there were 246 shareholders of record in the United States holding a total of 30,512,252 of the 88,053,365 outstanding common shares of the Corporation. The following persons or corporations beneficially owned directly or indirectly, or exercised control of greater than 5% of the issued and outstanding shares of the Company.

Name of Shareholders and Jurisdiction

Number of

Shares Owned

Percentage of Total Outstanding*

CEDE & CO – United States**

10,821,424

12.29%

HARRAH’S INTERACTIVE INVESTMENT COMPANY

6,886,915

7.82%

* Based upon 88,053,365 issued and outstanding common shares of the Company as of June 28, 2006

** Depository Trust Company holds shares on behalf of the beneficial owners whose identity is not known to the Company.

As of November 15, 2004, there were 244 shareholders of record in the United States holding a total of 32,400,952 of the 90,795,037 outstanding common shares of the Corporation. The following persons or corporations beneficially owned directly or indirectly, or exercised control of greater than 5% of the issued and outstanding shares of the Company.

Name of Shareholders and Jurisdiction

Number of

Shares Owned

Percentage of Total Outstanding*

CEDE & CO – United States**

10,883,374

11.99%

HARRAH’S INTERACTIVE INVESTMENT COMPANY

6,886,915

7.59%

* Based upon 90,795,037 issued and outstanding common shares of the Company as of November 15, 2004

** Depository Trust Company holds shares on behalf of the beneficial owners whose identity is not known to the Company.

Page 18

Form 20F Annual Report December 31, 2006

As of May 23, 2003, there were 219 shareholders of record in the United States holding a total of 31,375,351 of the 90,795,037 outstanding common shares of the Corporation. The following persons or corporations beneficially owned directly or indirectly, or exercised control of greater than 5% of the issued and outstanding shares of the Company.

Name of Shareholders and Jurisdiction

Number of

Shares Owned

Percentage of Total Outstanding*

CEDE & CO – United States**

11,050,707

12.17%

HARRAH’S INTERACTIVE INVESTMENT COMPANY

6,886,915

7.59%

* Based upon 90,795,037 issued and outstanding common shares of the Company as of May 23, 2003.

** Depository Trust Company holds shares on behalf of the beneficial owners whose identity is not known to the Company.

As of May 1, 2002, there were 217 shareholders of record in the United States holding a total of 24,138,641 of the 90,795,037 outstanding common shares of the Corporation. The following persons or corporations beneficially owned directly or indirectly, or exercised control of greater than 5% of the issued and outstanding shares of the Company.

Name of Shareholders and Jurisdiction

Number of

Shares Owned

Percentage of Total Outstanding*

CEDE & CO – United States**

11,036,048

12.15%

HARRAH’S INTERACTIVE INVESTMENT COMPANY

6,886,915

7.59%

* Based upon 90,795,037 issued and outstanding common shares of the Company as of May 1, 2002.

** Depository Trust Company holds shares on behalf of the beneficial owners whose identity is not known to the Company.

To the best of the Company’s knowledge, there are no arrangements or agreements which would result in a change of control of the Corporation at a future date.

RELATED PARTY TRANSACTIONS

For the Period the aggregate compensation paid or accrued by the Company and its subsidiaries to any and all directors and officers was $52,698

As at the Period end, the Company owed $29,487 (2005: $56,410) to a Director related entity. A total of $29,487 had been incurred during the Period. The amount represents accumulated outstanding expense reimbursements for various office supplies, services, and computer related costs. The balance is included within the accounts payable and accrued liabilities accounts. During the year ended December 31, 2006, $56,410 of the amount due to this related party was assigned to an unrelated company and subsequently settled pursuant to a debt settlement agreement.

INTERESTS OF EXPERTS AND COUNSEL

Not Applicable

ITEM 8.

FINANCIAL INFORMATION

CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

CCL’s Audited Financial Statements for the year ended December 31, 2006 are included in Item 17 of this Annual Report.

These consolidated financial statements have been prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the satisfaction of company has suffered recurring losses from operations and has a net concern is dependent upon many factors, including the ability

Page 19

Form 20F Annual Report December 31, 2006

of the degree of competition encountered by the Company, technology risks, government regulation and general economic conditions. These consolidated financial statements do no include any adjustments that might result from this uncertainty.

LEGAL PROCEEDINGS;

CCL retained legal counsel in the matter of the termination, effective April 22, 2001, by eFlyte, LLC as the managers of the Sky Play® business, and subsequent actions by eFlyte, LLC and its principals. In December 2002, the CCL initiated legal arbitration proceedings for breach of contract under the provisions of the management agreement with eFlyte, LLC. In December 2003, a final date for the arbitration hearing was set for March 9 through 12^th, 2004. On March 11, 2004, the parties reached an agreement in principle whereby the Arbitration Process was resolved pursuant to a Confidential Settlement Agreement.. This agreement was completed on April 23, 2004

On November 27, 2006, the Company was named as a defendant in a lawsuit whereby the plaintiffs are claiming damages against the Company with respect to investments totaling $339,488 that the plaintiffs invested in a California company with no relationship to the Company. The plaintiffs are seeking compensatory damages of $1,018,464, which is treble the amount of their investments, as well as related attorney’s fees. The action is currently in the discovery stage and the Company has filed a motion to dismiss for lack of personal jurisdiction, which is currently pending with the Court.

Management of the Company believes the claim is without merit.

DIVIDEND POLICY

There have been no dividends paid to common stockholders since the inception of the Company on January 28, 1981. The Company currently intends to retain any earnings it may achieve for use in its business, and therefore does not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay cash dividends will be made by the Board of Directors in light of the earnings, financial position, capital requirements, credit agreements and such other factors as the Board of Directors deems relevant

SIGNIFICANT CHANGES

By Agreements dated March 7, 2006, the Company issued 484,000 common shares at $0.25 to settle accounts payable of $121,000 ($100,769 included in accounts payable at December 31, 2005) and 299,328 common shares at $0.25 to settle dividends payable outstanding at December 31, 2005, of $74,832.

By agreements dated March 6, 2006, the Company granted 13,700,000 share purchase options to directors, officers and consultants of the Company and of ETV entitling the holders thereof the right to purchase one common share of the Company at exercise prices ranging from $0.25 to $2.00 per share. These share purchase options were to vest between 2006 and 2008 and expire on March 6, 2011. As at September 1^st, 2006, 6.5 million share purchase options issued in connection with the ETV Share Purchase Agreement were cancelled. As at November 17, 2006 all remaining options granted on March 6, 2006 were cancelled.

ITEM 9.

THE OFFER AND LISTING

LISTING DETAILS

Since August 3^rd, 2005, the Company’s Common Shares have traded on the Pink Sheets under the symbol “CTORF”. Prior to August 3^rd, 2005 and since October 16, 2000 the Company’s Common Shares have traded on the OTC

Page 20

Form 20F Annual Report December 31, 2006

Bulletin Board under the symbol “CTORF”. Prior to October 16, 2000 and since March 25, 1999, the Company’s Common Shares had traded on the OTC Bulletin Board under the symbol “IELSF.” From July 8, 1997 until March 24, 1999, the Company's Common Shares had been traded on the NASDAQ SmallCap Market under the symbol "IELSF." From March 1, 1994 until July 8, 1997, the Company's Common Shares traded on the NASDAQ SmallCap Market under the symbol "SKYGF." Prior to March 1, 1994, there was no trading market for the securities of the Company in the United States the Company's common shares were traded on the Vancouver Stock Exchange under the symbol "CEV” until voluntarily de-listed by the Company on December 30,1994,

On October 5, 1998, the Company was notified by NASDAQ that the Company’s shares had failed to maintain a bid price greater than or equal to $1.00 per share for the prior thirty consecutive trading days and were therefore subject to delisting. The delisting was effective on March 24, 1999.

The table below sets forth, for the periods indicated the reported high and low closing prices of the Common Stock as reported by the NASDAQ SmallCap and OTC Bulletin Board Markets.

Last Six Calendar Months:


Last Six Calendar Months
	High	Low
December 2006	$0.1100	$0.0800
November 2006	$0.1800	$0.0400
October 2006	$0.3000	$0.1200
September 2006	$0.3200	$0.1500
August 2006	$0.3500	$0.2500
July 2006	$0.4100	$0.2500

Each fiscal quarter within the last two years,


	Twelve Months Ended
	December 31, 2005		December 31, 2006
	High	Low	High	Low
First Quarter	$0.0700	$0.0450	$0.4000	$0.0280
Second Quarter	$0.0550	$0.0400	$0.2400	$0.6000
Third Quarter	$0.0450	$0.0270	$0.1500	$0.4100
Fourth Quarter	$0.0500	$0.0250	$0.0800	$0.3000

Last Five Full Financial Years


Last Five Full Financial Years
	High	Low
2006	$0.6000	$0.0280
2005	$0.0700	$0.0250
2004	$0.2000	$0.0250
2003	$0.2000	$0.0200
2002	$0.4700	$0.0350

Page 21

Form 20F Annual Report December 31, 2006

ITEM 10.

ADDITIONAL INFORMATION

SHARE CAPITAL

MEMORANDUM AND ARTICLES OF ASSOCIATION

This information has been reported previously. See exhibits 3.i(a), 3.i(b), 3.ii (detailed below) – Incorporated by reference.


3.i(a)	Articles of Incorporation (Yukon Territory). (Incorporated by reference to Exhibit 1.1 to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with the SEC on October 12, 1993.)
3.i(b)	Certificate of Continuance (Bermuda). (Incorporated by reference to Exhibit 1.2 to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with the SEC on September 16, 1996.)
3.ii	Bye-Laws as amended. (Incorporated by reference to the same numbered exhibit to the Registrant's Annual Report on Form 10-K/A No. 2 as filed with the SEC on July 8, 1998.)

MATERIAL CONTRACTS

Not Applicable

EXCHANGE CONTROLS

An exempted company is classified as non-resident in Bermuda for exchange control purposes by the Bermuda Monetary Authority ("BMA"). Accordingly, the Company may convert currency (other than Bermudian currency) held for its account to any other currency without restriction.

Persons, firms or companies regarded as residents of Bermuda for exchange control purposes require specific consent under the Exchange Control Act 1972 of Bermuda, and regulations there under, to purchase or sell shares or warrants of the Company which are regarded as foreign currency securities by the BMA. Before the Company can issue any further shares or warrants, the Company must first obtain the prior written consent of the BMA.

TAXATION

The following paragraphs set forth, in general terms, certain United States and Bermudian income tax considerations in connection with the ownership of common shares of the Company. The tax considerations relevant to the ownership of common shares of the Company are complex, and the tax consequences of such ownership may vary depending on the individual circumstances of the shareholder. Accordingly, each shareholder and prospective shareholder is urged to consult his own tax advisor with specific reference to the tax consequences of share ownership in his own situation. In addition, there may be relevant state, provincial or local income tax considerations which are not discussed.

United States Federal Income Tax Considerations

Passive Foreign Investment Company: Because substantially all of the Company's recent income has consisted of interest, the Company believes that it presently constitutes a passive foreign investment company (a "PFIC") within the meaning of (S) 1295 of the Internal Revenue Code of 1986, as amended. A foreign corporation is a PFIC if 75% or more of its gross income for the taxable year is from passive sources such as interest and dividends, or if the average percentage of its assets during the year that produce passive income is at least 50%.

Certain adverse tax consequences apply to U.S. persons who are shareholders of a PFIC. Specifically, U.S. shareholders of a PFIC are subject to maximum rates of tax plus an interest charge on "excess distributions," which

Page 22

Form 20F Annual Report December 31, 2006

includes gain on the sale of PFIC shares as well as certain distributions. The interest charge is based upon the value of the deemed tax deferral, and on the assumption that the excess distribution was earned pro rata over the shareholder's holding period. In addition, a U.S. shareholder who uses PFIC stock as security for a loan is treated as having disposed of the stock; a transfer of the PFIC stock may fail to qualify for non-recognition treatment that would otherwise be available; special foreign tax credit limitations will apply to a U.S. shareholder with respect to earnings of the PFIC; a U.S. shareholder will not be entitled to a basis step-up in the basis of PFIC stock at death; and the Company will continue to be treated as a PFIC throughout a U.S. shareholder's holding period, even if it no longer satisfies the income or asset tests for a PFIC described above.

The foregoing adverse tax consequences, other than the loss of the step-up in basis at death, generally will not apply if (i) the U.S. shareholder has elected to treat the PFIC as a qualified electing fund ("QEF") for each taxable year in the shareholder's holding period beginning after December 31, 1986 for which the Company was a PFIC, and (ii) the Company complies with reporting requirements to be prescribed by the IRS. In general U.S. shareholders of a QEF are taxable currently on their pro rata share of the QEF's ordinary income and net capital gain, unless they elect to defer payments of tax on amounts included in income for which no distribution has been received, subject to an interest charge on the tax deferral.

THE QEF ELECTION FOR A TAXABLE YEAR MUST BE FILED BY THE DUE DATE (PLUS EXTENSIONS) FOR FILING THE U.S. SHAREHOLDER'S INCOME TAX RETURN FOR THE YEAR. A U.S. shareholder makes the election by filing a "Shareholder Election Statement," a "PFIC Annual Information Statement" and Form 8621 with its tax return. A copy of the Shareholder Election Statement must also be filed with the IRS Center in Philadelphia.

If the Company has been a PFIC for a taxable year beginning after December 31, 1986 which includes any portion of a U.S. shareholder's holding period, the U.S. shareholder may still make a QEF election for the Company and, if so, may also elect to recognize any gain inherent in the shareholder's PFIC stock, as of at the beginning of the first year in which the Company becomes a QEF, as an excess distribution. A U.S. shareholder who makes this gain-recognition election will thereafter not be subject to the tax regime for excess distributions described above.

For so long as the Company remains a PFIC, the Company intends to comply with the reporting requirements that will be prescribed in Treasury Regulations, and to make available to its U.S. shareholders upon request a PFIC Annual Information Statement to enable them to make QEF elections.

Gain on Disposition; Distributions. Under certain limited ircumstances, non-U.S. shareholders will be subject to U.S. federal income taxation at graduated rates upon gain or dividends, if any, with respect to their common shares, if such gain or income is treated as effectively connected with the conduct of the recipient's U.S. trade or business. Dividends, if any, paid to U.S. persons will be generally subject to U.S. federal ordinary income taxation, except for dividends of earnings that were previously taxed under the QEF rules discussed above. Dividends will not be eligible for the deduction for dividends received by corporations (unless such corporation owns by vote and value at least 10% of the stock of the Company, in which case a portion of such dividends may be eligible for such deduction). U.S. persons will be entitled, subject to various limitations including the so-called "basket limitations," to a credit for Canadian federal income tax withheld from such dividends.

Foreign Personal Holding Company and Controlled Foreign Company: The Company would be a foreign personal holding company ("FPHC") for a taxable year if more than 50% of its total combined voting power or the total value of its stock were owned, actually or constructively, by five or fewer U.S. individuals and 60% or more of its gross income were derived from passive sources such as interest or dividends. The Company would be a controlled foreign corporation ("CFC") if more than 50% of the voting power or value of its stock were owned, directly or indirectly, by U.S. persons each of whom own 10% or more of the voting power of the Company's stock. The Company does not believe that it is an FPHC or a CFC. If the Company were, or were to become, an FPHC or a CFC, some or all U.S. shareholders would be required to include in their taxable income certain undistributed amounts of the Company's income.

Reporting: Any U.S. person who owns 5% or more in value of the stock of the Company may be required to file IRS Form 5471 with respect to the Company and its non-U.S. subsidiaries and to report certain acquisitions or dispositions of the stock of the Company. Annual filings of Form 5471 would be required from any U.S. person owning 50% or more of the stock of the Company or, if the Company were an FPHC or a CFC, from certain U.S. persons owning 10% or more of the stock of the Company. U.S. shareholders of the Company while it is a PFIC must filed Form 8621 with the IRS.

Bermudian Income Tax Considerations

Under present Bermuda law, no withholding tax on dividends or other distributions, nor any Bermuda tax computed on profits or income or on any capital asset, gain or appreciation will be payable by the Company on its operations, nor is there any Bermuda tax in the nature of estate duty or inheritance tax applicable to shares, debentures or other

Page 23

Form 20F Annual Report December 31, 2006

obligations of the Company. Furthermore, upon continuance of the Company in Bermuda, the Minister of Finance (Bermuda) gave the usual assurance under the Exempted Undertakings Tax Protection Act 1966 of Bermuda that no such taxes shall be so applicable until March 28, 2016, although this assurance will not prevent the imposition of any Bermuda tax payable in relation to any land in Bermuda leased or let to the Company or to persons ordinarily resident in Bermuda.

The Company is required to pay an annual Government fee (the "Government Fee"), which is determined on a sliding scale by reference to a company's authorized share capital and share premium account, with the minimum fee being BD $1,680 and the maximum BD $25,000 (the Bermuda dollar is treated at par with the U.S. dollar). The Government Fee is payable at the end of January in every year and is based on the authorized share capital and share premium account as they stood at August 31 in the preceding year.

DIVIDENDS AND PAYING AGENTS

Not applicable

STATEMENT BY EXPERTS

Not Applicable

DOCUMENTS ON DISPLAY

The documents described herein may be inspected at the Registered Office of the Corporation during normal business hours, at:

Canon’s Court, 22 Victoria Street;

Hamilton HM12; Bermuda,

SUBSIDIARY INFORMATION

Not applicable

ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Financial Instruments

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

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

Credit Risk – The Company is not currently exposed to credit risk with respect to its accounts receivable, as current clients are financially sound. The Company endeavours to minimize credit risk for accounts receivable by monitoring all accounts over 30 days very closely.

Translation Risk – The Company is not subject to translation risk as all business activities are currently conducted in U.S. currency.

Market Risk – The Company is not exposed to significant market risk as the Company does not currently hold any marketable securities.

ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable

ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not Applicable

Page 24

Form 20F Annual Report December 31, 2006

ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITIY HOLDERS AND USE OF

PROCEEDS

Not Applicable

ITEM 15.

CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

Our principal executive officer and principal financial officer, based on their evaluation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c)) under the Securities Exchange Act of 1934 (“Exchange Act”) as of the year ended December 31, 2006, have concluded that our disclosure controls and procedures are effective for the purposes set forth in the definition in Exchange Act rules.

(b) Changes in internal controls.

There were no changes that occurred during our last fiscal quarter ending December 31, 2006 that materially affected, or are likely to affect our internal control over financial reporting.

ITEM 16.

AUDIT COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES.

AUDIT COMMITTEE FINANCIAL EXPERT

The financial experience of Richard E. Fortescue, including his experience serving as a corporate and financial consultant and administrator to several public and private companies and his experience in actively supervising accountants, controllers and auditors determines that he is an audit committee financial expert within the meaning of the U.S. Sarbanes-Oxley Act of 2002. (See Item 6.C.3. in this report for further details on the Audit Committee.)

CODE OF ETHICS

On November 19, 2004, the Company adopted a written Code of Business Conduct and Ethics (the “Code”) which applies to all of the Company’s Directors, Officers and Employees. These standards have been adopted in order to promote the highest of ethical standards. A copy of the Code of Ethics is available at the Company’s website at” www.creatorcapital.com “.

In the event of an amendment or waiver from any provision in the Code of Ethics, such information will be disclosed in the Company’s Annual Report.

Page 25

Form 20F Annual Report December 31, 2006

AUDITOR’S FEES & SERVICES

Pre-approval policies and procedures: In accordance with the Sarbanes-Oxley Act of 2002, audit services and all non-audit services to be rendered by the Company’s auditors, is approved in advance by CCL’s Audit Committee. The Audit Committee is informed of each service actually rendered that was approved through its pre-approval process. The Audit Committee has authority pre-approve audit services up to a maximum cost of $15,000 and individual non-audit services up to a maximum cost of $5,000 per year


(a) Audit fees	2006	2005
	$ 20,000 (accrued)	$ 17,829

(b) Non-audit-related fees	2006	2005
	$ -	$ -

(c) Tax fees - No compensation was paid to Amisano Hanson for tax compliance, tax advice and tax planning in fiscal 2004 or 2003.



(d) All other fees	2006	2005
	$ -	$ -

ITEM 17.

FINANCIAL STATEMENTS

The Company’s Consolidated Audited Financial Statements for the year ended December 31, 2005 have been audited by an accounting firm registered with the PCAOB. The Company's consolidated financial statements are stated in U.S. dollars (US$) and are prepared in accordance with Canadian generally accepted accounting principles.

Financial Statements

Consolidated Balance Sheets at December 31, 2006 and December 31, 2005.

Consolidated Statements of Operations for:

Twelve Months Ended December 31, 2006

Twelve Months Ended December 31, 2005

Twelve Months Ended December 31, 2004

Consolidated Statements of Shareholder's Equity

December 31, 2001 through December 31, 2006

Statements of Cash Flow

Twelve Months Ended December 31, 2006

Twelve Months Ended December 31, 2005

Twelve Months Ended December 31, 2004

Notes to Consolidated Financial Statements

Financial Statement Schedule

Page 26

Form 20F Annual Report December 31, 2006

Exhibits


EXHIBIT	DESCRIPTION
2.	Plan and Agreement of Merger and Amalgamation, dated as of May 13, 1997, among the Company, SGI Holding Corporation Limited, IEL and Harrah's Interactive Investment Company. (Incorporated by reference to the same numbered exhibit to the Registrant's Form 8-K as filed with the SEC on June 27, 1997.)
3.i(a)	Articles of Incorporation (Yukon Territory). (Incorporated by reference to Exhibit 1.1 to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with the SEC on October 12, 1993.)
3.i(b)	Certificate of Continuance (Bermuda). (Incorporated by reference to Exhibit 1.2 to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with the SEC on September 16, 1996.)
3.ii	Bye-Laws as amended. (Incorporated by reference to the same numbered exhibit to the Registrant's Annual Report on Form 10-K/A No. 2 as filed with the SEC on July 8, 1998.)
4.1	Escrow Agreement dated May 27, 1992, as amended, among Montreal Trust Company of Canada, the Company and certain shareholders. (Incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with the SEC on October 12, 1993.)
4.2	Redemption Agreement, dated as of February 25, 1997, between the Company and Anthony Clements and Rex Fortescue. (Incorporated by reference to Exhibit 3.12 to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with the SEC on September 12, 1997.)
4.3	Redemption and Cancellation Agreement, dated as of April 30, 1997, between the Company and Sky Games International, Inc. (Incorporated by reference to Exhibit 3.13 to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with the SEC on September 12, 1997.)
4.4	Shareholder Rights Agreement, dated June 17, 1997, between the Company and Harrah's Interactive Investment Company. (Incorporated by reference to Exhibit 3.15 to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with the SEC on September 12, 1997.)

4.5	Registration and Preemptive Rights Agreement, dated June 17, 1997, between the Company and Harrah's Interactive Investment Company. (Incorporated by reference to Exhibit 4(a) to the Registrant's Form 8-K as filed with the SEC on June 27, 1997.)
4.6	Registration Rights Agreement, dated June 17, 1997, between the Company and B/E Aerospace, Inc. (Incorporated by reference to Exhibit 4(b) to the Registrant's Form 8-K as filed with the SEC on June 27, 1997.)
4.7	Subscription Agreement, dated as of October 22, 1997, between the Company and Henderson International Investments Limited. (Incorporated by reference to Exhibit 3.22 to the Registrant's Quarterly Report on Form 10-Q/A No. 1 as filed with the SEC on July 8, 1998.)
4.8	Subscription Agreement, dated as of October 22, 1997, between the Company and Michael A. Irwin. (Incorporated by reference to Exhibit 3.23 to the Registrant's Quarterly Report on Form 10-Q/A No. 1 as filed with the SEC on July 8, 1998.)
4.9	First Amendment to Registration and Preemptive Rights Agreement dated March 18, 1998 between the Company and Harrah's Interactive Investment Company. (Incorporated by reference to Exhibit 99.22 to the Registrant's Amended Registration Statement on Form S-3 as filed with the SEC on July 15, 1998.)
4.10	First Amendment to Subscription Agreement between the Company and Henderson International Investments Limited dated as of April 2, 1998. (Incorporated by reference to Exhibit 99.23 to the Registrant's Amended Registration Statement on Form S-3 as filed with the SEC on July 15, 1998.)
4.11	Securities Purchase Agreement between the Company and each of Marshall Capital Management, Inc. (formerly Proprietary Convertible Investment Group, Inc.) and CC Investments, LDC dated as of December 17, 1997. (Incorporated by reference to Exhibit 99 to the Registrant’s Form 8-K as filed with the SEC on December 24, 1997.)
4.12	Registration Rights Agreement between the Company and each of Marshall Capital Management, Inc. (formerly Proprietary Convertible Investment Group, Inc.) and CC Investments, LDC dated as of December 17, 1997. (Incorporated by reference to Exhibit 4(c) to the Registrant’s Form 8-K as filed with the SEC on December 24, 1997.)

Page 27

Form 20F Annual Report December 31, 2006


4.13	Securities Purchase Agreement between the Company and Palisades Holding, Inc. dated February 20, 1998. (Incorporated by reference to Exhibit 99.6 to the Registrant's Amended Registration Statement on Form S-3 as filed with the SEC on July 15, 1998.)
4.14	Registration Rights Agreement between the Company and Palisades Holding, Inc. dated February 20, 1998. (Incorporated by reference to Exhibit 99.5 to the Registrant's Amended Registration Statement on Form S-3 as filed with the SEC on July 15, 1998.)
4.15	Securities Agreement between the Company and B/E Aerospace, Inc. dated June 25, 1998. (Incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K filed with the SEC July 2, 1998.)
10.5*	Services Agreement, dated as of November 7, 1995, between IEL and Singapore Airlines Limited. (Incorporated by reference to Exhibit 3.9 to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with the SEC on September 16, 1996.)
10.6*	Software License and Software Services Agreement, dated as of November 7, 1995, between IEL and Singapore Airlines Limited. (Incorporated by reference to Exhibit 3.10 to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with the SEC on September 16, 1996.)
10.7	Sublease Agreement dated as of June 5, 1997, between IEL and Harrah's Operating Company, Inc. (Incorporated by reference to Exhibit 3.11 to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with the SEC on September 12, 1997.)
10.8	Consulting Agreement, dated as of April 30, 1997, between the Company and James P. Grymyr. (Incorporated by reference to Exhibit 3.14 to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with the SEC on September 12, 1997.)
10.9*	Software License Agreement, dated June 17, 1997, between the Company and Harrah's Interactive Investment Company. (Incorporated by reference to Exhibit 3.16 to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with the SEC on September 12, 1997.)
10.10	Continuing Services Agreement, dated June 17, 1997, between the Company and Harrah's Interactive Entertainment Company. (Incorporated by reference to Exhibit 3.17 to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with the SEC on September 12, 1997.)
10.11	Termination Agreement and Release, dated as of June 17, 1997, among the Company, SGI Holding Corporation Limited, IEL, Harrah's Interactive Investment Company, and Harrah's Interactive Entertainment Company. (Incorporated by reference to Exhibit 3.21 to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with the SEC on September 12, 1997.)
11.11	Investment Agreement dated September 22, 2001, between the Company and Asset China Investments Ltd. (Incorporated by reference to Exhibit 11.11 to the Registrants Annual Report on Form 10-K (File No. 0-22622) as filed with the SEC on April 1, 2002
11.12	Investment Agreement dated November 1, 2001, between the Company and Lee John Associates. (Incorporated by reference to Exhibit 11.12 to the Registrants Annual Report on Form 10-K (File No. 0-22622) as filed with the SEC on April 1, 2002
12.11	Annulment Agreement, dated as of April 10, 2001, between the Company and James P Grymyr. (Attached to this Annual Report on Form 10K as Exhibit 12.11)
12.12	Consulting Agreement, dated as of January 2, 2002, between the Company and Stephen M West . (Attached to this Annual Report on Form 10K as Exhibit 12.12)
12.13	Consulting Agreement, dated as of January 2, 2003, between the Company and Stephen M West . (Attached to this Annual Report on Form 10K as Exhibit 12.13)
27**	Financial Data Schedule

*Confidential treatment has been granted.

**Submitted herewith.

REPORTS FILED ON FORM 8-K


02.01	Dated January 24, 2002. Other Events include Press Release dated January 23, 2002
02.02	Dated February 22, 2002. Other Events include Press Release dated February 21, 2002
02.03	Dated March 22, 2002. Other Events include Press Release dated March 21, 2002
02.04	Dated April 23, 2002. Other Events include Press Release dated April 22, 2002
02.05	Dated May 20, 2002. Other Events include Press Release dated May 16, 2002
02.06	Dated June 13, 2002. Other Events include Press Release dated June 13, 2002
02.07	Dated July 19, 2002. Other Events include Press Release dated July 19, 2002
02.08	Dated August 19, 2002. Other Events include Press Release dated August 15,2002
03.01	Dated September 23, 2003. Other Events include Press Release dated September 22, 2003

Page 28

Form 20F Annual Report December 31, 2006

REPORTS FILED ON FORM 6-K


04.01	Dated March 1, 2004. Other events include Press Release dated March 1, 2004
05.01	Dated March 31, 2005. Other events include Press Release dated March 28, 2005
05.02	Dated June 17, 2005. Quarterly Report March 31, 2005 dated May 15, 2005
05.03	Dated August 12, 2005. June 30, 2005 Quarterly Report dated August 8, 2005
05.04	Dated November 17, 2005. Quarterly Report September 30, 2005 dated November 14, 2005
06.01	Dated March 13, 2006. Other events include Press Release dated March 8, 2006
06.02	Dated March 17, 2006. AGM Notice of 2005 Other events include dated March 9, 2006
06.03	Dated March 27, 2006. AGM Notice of 2004 Other events include dated December 21, 2004
06.04	Dated April 5, 2006. Other events include Press Release dated April 3, 2006
06.05	Dated May 16, 2006. Quarterly Report March 31, 2006 dated May 15, 2005
06.06	Dated June 14, 2006. Other events include Press Release dated June 14, 2006
06.07	Dated June 21, 2006. Other events include Press Release dated June 21, 2006
06.08	Dated August 9, 2006. Other events include Press Release dated August 8, 2006
06.09	Dated August 16, 2006. Quarterly Report June 30, 2006 dated August 14, 2006
06.10	Dated October 27, 2006 Other events include Press Release dated October 27, 2006
06.11	Dated November 16, 2006. Quarterly Report September 30, 2006 dated November 14, 2006
06.12	Dated November 27, 2006. Other events include Press Release dated November 22, 2006
06.13	Dated December 4, 2006. Other events include Press Release dated November 30, 2006
06.14	Dated December 11, 2006. Other events include Press Release dated December 6, 2006
06.15	Dated December 11, 2006. Quarterly Report (Amended) June 30, 2006 dated December 7, 2006

CERTIFICATES


4.1	CERTIFICATION – Section 302 of Sarbanes-Oxley Act of 2002
4.2	CERTIFICATION – Section 906 of Sarbanes-Oxley Act of 2002

Page 29

Form 20F Annual Report December 31, 2006

EXHIBIT 4.1

CERTIFICATION

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Deborah Fortescue-Merrin, certify that:

I have reviewed this annual report on Form 20-F of Creator Capital Limited;

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

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

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

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

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

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

Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

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

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

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

Date: April 30, 2007

/s/ Deborah Fortescue-Merrin

Deborah Fortescue-Merrin

Chairman & Director

Page 30

Form 20F Annual Report December 31, 2006

EXHIBIT 4.2

CERTIFICATION

PURSUANT TO 18 U.S.C. §1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Creator Capital Limited (the "Company"), does hereby certify with respect to the Annual Report of the Company on Form 20-F for the year ended December 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Form 20-F") that, to the best of their knowledge:

In connection with the Annual Report of Creator Capital Limited (the “Company”) on Form 20-F for the period ended December 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”):

I, Deborah Fortescue-Merrin, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

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

(2)

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

A signed original of this written statement required by Section 906 has been provided to Creator Capital Limited and will be retained by Creator Capital Limited, and furnished to the Securities and Exchange Commission or its staff upon request.

Date: April 30, 2007

/s/ Deborah Fortescue-Merrin

Deborah Fortescue-Merrin

Chairman and Director

Acting in the Capacity of Chief Financial Officer

This certification is furnished pursuant to Rule 13a-14(b) (17 CFR 240.13a -14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit to the Report.

Page 31

Form 20F Annual Report December 31, 2006


ASSETS		2006	2005

Current
Cash		$ 12,275	$ 34,355
Accounts receivable		5,365	9,365
Prepaid expenses		5,468	468

		23,108	44,188

Equipment – Note 4		-	39,572

		$ 23,108	$ 83,760

LIABILITIES

Current
Accounts payable and accrued liabilities – Note 10		$ 98,802	$ 158,135
Accrued dividend payable – Note 6		1,661,715	1,535,178
Notes payable – Note 5		89,514	87,727

		1,850,031	1,781,040

STOCKHOLDERS’ DEFICIENCY

Capital stock – Notes 6 and 7
Authorized:
3,000	Class A preferred shares, $0.01 par value, 2,237 shares outstanding (2005: 2,237 shares)	22	22
5,000,000	Class B preferred shares, $0.01 par value, Nil shares outstanding (2005: Nil shares)
100,000,000	common shares, $0.01 par value, 88,053,365 shares outstanding (2005: 90,795,037 shares)	880,534	907,950
Additional paid-in capital		65,594,324	65,371,075
Accumulated deficit		(68,301,803)	(67,976,327)

		(1,826,923)	(1,697,280)

		$ 23,108	$ 83,760


	2006	2005	2004

Revenue
Sky Play sales	$ 53,460	$ 78,615	$ 136,000

Operating expenses
Bad debt expense	-	520	35,277
Consulting fees – Note 9	52,029	45,698	42,000
Depreciation and amortization	-	9,790	14,002
General and administrative	131,398	118,679	130,949
Legal fees	7,154	11,014	9,294
Marketing	-	1,027	8,229

	190,581	186,708	239,751

Loss from operations before income	(137,121)	(108,113)	(103,751)

Other income:
Interest income	1,041	845	165
Interest income on note previously written-off	8,083	-	-
Recovery of note previously written-off	46,828	-	-
Write-down of accounts payable	-	-	147,123
Expense recovery	-	5,000	33,779
Impairment of intangible asset – Note 13	-	-	(115,030)
Impairment of equipment – Note 4	(39,572)	-	-
Withholding tax	(3,365)	-	-

Net loss for the year	$ (124,106)	$ (102,268)	$ (37,714)

Basic and diluted loss per share
Numerator for basic and diluted loss per share:
Net loss	$ (124,106)	$ (102,268)	$ (37,714)
Preferred stock dividends	(201,370)	(201,370)	(201,370)

Loss to common shareholders	$ (325,476)	$ (303,638)	$ (239,084)

Denominator for basic and diluted loss per share
Weighted average shares outstanding	88,336,654	90,795,037	90,795,037

Net loss per share	$ (0.00)	$ (0.00)	$ (0.00)


	Class A
	Preferred Stock		Common Stock			Additional
	Number			Number of				Paid-in		Accumulated
	of Shares	Amount		Shares	Amount			Capital		Deficit		Total

Balance, December 31, 2003	2,237	$ 22		90,795,037	$ 873,027		$ 65,405,998		$ (67,433,605)		$ (1,154,558)
Net loss	-	-		-	-		-		(37,714)		(37,714)
Preferred stock dividends	-	-		-	-		-		(201,370)		(201,370)

Balance, December 31, 2004	2,237	22		90,795,037	873,027		65,405,998		(67,672,689)		(1,393,642)
Net loss	-	-		-	-		-		(102,268)		(102,268)
Preferred stock dividends	-	-		-	-		-		(201,370)		(201,370)

Balance, December 31, 2005	2,237	$ 22		90,795,037	$ 873,027		$ 65,405,998		$ (67,976,327)		$ (1,697,280)
Returned to Treasury – Note 6	-	-		(3,525,000)	(35,250)		35,250		-		-
Issued pursuant to debt settlement agreements Note 6	-	-		783,328	7,834		187,999		-		195,833
Net loss	-	-		-	-		-		(124,106)		(124,106)
Preferred stock dividends	-	-		-	-		-		(201,370)		(201,370)

Balance, December 31, 2006	2,237	$ 22		88,053,365	$ 880,534		$ 65,594,324		$ (68,301,803)		$ (1,826,923)


	2006	2005	2004

Operating Activities
Net loss for the year	$ (124,106)	$ (102,268)	$ (37,714)
Reconciliation of net loss to net cash used in operating activities
Depreciation and amortization	-	9,790	14,002
Write-down of accounts payable	-	-	(147,123)
Impairment of intangible assets	-	-	115,030
Impairment of equipment	39,572	-	-
Changes in non-cash working capital items:
Accounts receivable	4,000	15,405	29,730
Prepaid expenses	(5,000)	3,525	47,174
Accounts payable and accrued liabilities	61,667	72,294	3,388
Accrued dividends payable	201,370	195,770	178,870

	177,503	194,516	198,357

Financing Activities
Increase (decrease) in notes payable	1,787	(3,595)	7,000
Increase in preferred stock dividend	(201,370)	(201,370)	(201,370)

	(199,583)	(204,965)	(194,370)

Net increase (decrease) in cash and cash equivalents	(22,080)	(10,449)	3,987

Cash, beginning of the year	34,355	44,804	40,817

Cash, end of the year	$ 12,275	$ 34,355	$ 44,804

Supplemental cash flow information
Cash paid for:
Interest	$ -	$ -	$ -

Income taxes	$ -	$ -	$ -


	2006	2005

Unsecured, bearing interest at the 1-year Treasury yield rate	$ 44,700	$ -
Unsecured, bearing interest at 12% per annum	3,814	3,405
Unsecured and non-interest bearing	41,000	84,322

	$ 89,514	$ 87,727


A PARTNERSHIP OF INCORPORATED PROFESSIONALS	AMISANO HANSON
	CHARTERED ACCOUNTANTS


APPROVED BY THE DIRECTORS:


/s/ Deborah Fortescue-Merrin	Director	/s/ Anthony Clements	Director
Deborah Fortescue-Merrin		Anthony Clements


Price	Number Outstanding	Number Exercisable	Expiry Date

$3.68	10,000	10,000	October 17, 2007
$2.50	10,000	10,000	May 17, 2008
$0.14	40,000	40,000	September 10, 2009
$0.50	380,000	380,000	September 10, 2009

	440,000	440,000


	2006		2005
		Weighted		Weighted
	Number of	Average	Number of	Average
	Options	Exercise Price	Options	Exercise Price

Outstanding, beginning of the year	950,000	$0.50	950,000	$0.50
Expired	(510,000)	$0.42	-	$ -

Outstanding and exercisable, end of the year	440,000	$0.59	950,000	$0.50