InterAmerican Gaming (IAGM) 10-Q 2009 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC. 20549

FORM 10-Q

[X]	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the Quarterly Period Ended December 31, 2008
[   ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from ______________ to ________________

Commission File No. 000-31639

INTERAMERICAN GAMING, INC.

(Exact Name of Small Business Issuer as Specified in Its Charter)

RACINO ROYALE, INC.

(Former Name, Former Address and Former Fiscal Year,

 if changed since last Report)

Nevada	88-0436364
(State or Other Jurisdiction of  Incorporation)	(I.R.S. Employer Identification No.)

144 Front Street West, Suite 700

 Toronto, Ontario, Canada M5J 2L7

(Address of Principal Executive Offices)

(416) 477-5656

(Issuer’s Telephone Number, Including Area Code)

 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[   ]	Accelerated file	[   ]
Non-accelerated filer	[   ] (Do not check if a smaller reporting company)	Smaller reporting company	[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [  ] No [X]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

The number of shares of common stock outstanding as of February 12, 2009: 66,781,886.

InterAmerican Gaming, Inc

(Formerly Known As Racino Royale, Inc.)

INDEX

PART I	Financial Information
Item 1.	Condensed Financial Statements (unaudited)
	Condensed Consolidated Balance Sheet	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss	4
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit)	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4.	Controls and Procedures	13
PART II.	Other Information
Item 1.	Legal Proceedings	14
Item 2.	Unregistered Sales of Equity Securities And Use Of Proceeds	14
Item 3.	Defaults Upon Senior Securities	14
Item 4.	Submission of Matters to a Vote of Security Holders	14
Item 5.	Other Information	14
Item 6.	Exhibits and Reports on Form 8-K	14
Signatures		15

2

PART I. Financial Information

Item 1.  Condensed Financial Statements

InterAmerican Gaming, Inc and Subsidiaries

(Formerly Known As Racino Royale, Inc.)

Condensed Consolidated Balance Sheet

December 31, 2008

	December 31, 2008 (unaudited)		September 30, 2008
ASSETS
Current assets
Cash and cash equivalents	$	2,747	$	18,478
Accounts receivable		1,178		333
Prepaid expenses		-		2,035
Total current assets		3,925		20,846
Equipment, net of accumulated amortization		417,260		415,262
Intangibles (Note 4)		1,228,965		1,228,965
Total assets	$	1,650,150	$	1,665,073

LIABILITIES
Current liabilities
Due to related parties (Note 5)	$	358,505	$	185,868
Accounts payable		121,029		113,051
Accrued liabilities		13,477		8,500
Unissued share liability		-		43,900
Obligations under capital lease  (Note 7)		84,929		48,883
Total current liabilities		577,940		400,202
Obligations under capital lease (Note 7)		226,959		249,467
Total liabilities	$	804,899	$	649,669

STOCKHOLDERS’ EQUITY
Common stock, $.00001 par value; 200,000,000 shares authorized, 66,781,886 and 65,903,886 shares issued and outstanding, respectively	$	668		$	660
Additional paid-in capital		8,990,959			8,947,067
Accumulated deficit		(8,146,376	)		(7,932,323	)
Total stockholders’ equity		845,251			1,015,404
Total liabilities and stockholders’ equity	$	1,650,150		$	1,665,073

See accompanying notes to financial statements

3

InterAmerican Gaming, Inc and Subsidiaries

(Formerly Known As Racino Royale, Inc.)

Condensed Consolidated Statements of Operations and Comprehensive Loss

For the Three Months Ended December 31, 2008, and December 31, 2007

	Three months ended December 31
	2008			2007
Revenues:
Slot machine revenue, gross	$	30,962		$	-
Total revenues		30,962			-
Cost of revenues:
Revenue share		17,029			-
Gaming tax		1,638			-
Total cost of revenues	$	18,667		$	-
Gross profit		12,295			-
Operating expenses:
Management fees – related parties		60,076			10,710
Professional fees		13,997			25,000
General and administrative		161,627			15,271
Total operating expenses		235,700			50,981
Net loss before other expenses and income taxes		223,405			(50,981	)
Other expenses
Amortization		909			-
Interest Expense		13,538			-
Foreign currency gain		(23,799	)		3
Total Other Expenses		(9,352	)		3
Loss from operations		(214,053	)		(50,978	)
Net loss before income taxes		(214,053	)		(50,978	)
Provision for income taxes		-			-
Net loss		(214,053	)		(50,978	)
Comprehensive loss (income)	$	(214,053	)	$	(50,978	)
Earnings per weighted average number of shares outstanding during the period
Basic and diluted
Loss from continuing operations	$	(0.003	)	$	-
Net loss	$	(0.003	)	$	-
Weighted average number of common shares outstanding during the year
Basic and diluted		66,342,886			33,223,886

See accompanying notes to financial statements

4

InterAmerican Gaming, Inc and Subsidiaries

(Formerly Known As Racino Royale, Inc.)

Consolidated Statements of Stockholders’ Equity (Deficit)

	Common Stock
	Shares		Amount		Additional paid-in capital		Accumulated deficit			Total stockholders’ deficiency
Balance, September 30, 2008		65,903,886	$	660	$	8,947,067	$	(7,932,323	)	$	1,015,404
Issuance of common stock in repayment of amounts owed to a related party		878,000		8		43,892		-			43,900
Net loss for the period		-		-		-		(214,053	)		(214,053
Balance, December 31, 2008		66,781,886	$	668	$	8,990,959	$	(8,146,376	)	$	845,251

See accompanying notes to financial statements

5

InterAmerican Gaming, Inc and Subsidiaries

(Formerly Known As Racino Royale, Inc.)

Condensed Consolidated Statements of Cash Flows

For the Three Months Ended December 31, 2008, and December 31, 2007

	Three Months Ended December 31,
	2008			2007
Net cash used in operations
Net loss	$	(214,053	)	$	(50,978	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization		909			-
Changes in operating assets and liabilities:
Accounts receivable		(845	)		-
Accrued liabilities		4,977			-
Prepaid expenses		2,035			256
Accounts payable		21,516			12,378
Net cash used in operating activities		(185,461	)		(38,344	)
Cash flows provided by investing activities:
Acquisition of capital assets		(2,907	)		-
Net cash provided by investing activities:		(2,907	)		-
Cash flows provided by financing activities:
Increase in due to/from related parties		172,637			36,450
Net cash provided by financing activities:		172,637			36,450
Increase (decrease) in cash and cash equivalents from continuing operations		(15,731	)		(1,894	)
Increase (decrease) in cash and cash equivalents		-			(1,894	)
Cash and cash equivalents,  beginning of period		18,478			2,475
Cash and cash equivalents,  end of period	$	2,747		$	581

Non cash activities:

During the three months ended December 31, 2008 the Company:

-  issued 878,000 common shares valued at $43,900 pursuant to an unissued share liability.

During the three months ended December 31, 2007:

There were no non cash activities.

See accompanying notes to financial statements.

6

InterAmerican Gaming, Inc and Subsidiaries

(Formerly Known As Racino Royale, Inc.)

Notes to Condensed Consolidated Financial Statements

December 31, 2008

Note 1 – Nature of Business and Basis of Presentation and Development Stage Activities

The Company was incorporated on September 2, 1999 in the State of Nevada as LMC Capital Corp. and was organized for the purpose of creating a corporate vehicle to locate and acquire an operating business.  On December 12, 2001, the Company changed its name to K-Tronik International Corp. ("KTI").

By agreement dated November 29, 2001 and approved by the board of directors effective December 12, 2001, KTI issued 14,285,714 shares of restricted common stock to the shareholders of K-Tronik Int'l Corporation, a Nevada corporation, in exchange for 100% interest in K-Tronik Asia Corporation ("KTA"), a Korean corporation.  In connection with this transaction, K-Tronik Int'l Corporation changed its name effective December 12, 2001 to K-Tronik N.A. Inc. ("KTNA").

The acquisition resulted in the former shareholders of KTNA acquiring 93.4% of the outstanding shares of KTI and has been accounted for as a reverse acquisition with KTNA being treated as the accounting parent and KTI, the legal parent, being treated as the accounting subsidiary.  Accordingly, the consolidated results of operations of KTI included those of KTNA for all periods shown and those of the KTI since the date of the reverse acquisition.

KTNA and KTA were engaged in the manufacture and distribution of various types of electronic stabilizers and illuminator ballasts for fluorescent lighting fixtures.  KTNA granted credit, on an unsecured basis, to distributors and installers located throughout the United States.

On December 15, 2004, KTI entered into an agreement to sell all of its interest in KTNA and the fixed assets of its subsidiary, KTA.  KTI is no longer engaged in the business of manufacturing, distributing or selling electronic ballasts and is considered to have re-entered the development stage at December 15, 2004.

On June 13, 2006, KTI announced it would implement a new corporate strategy focusing on horseracing track development opportunities.  An agreement was signed on June 19, 2006 to buy exclusive rights for a racetrack and casino (racino) development opportunity in Saskatchewan, Canada.  As part of the new strategy the Company incorporated 6584292 Canada Inc. under which it would operate the new development opportunity.  On July 5, 2006, KTI changed its name to Racino Royale, Inc. (“RR” or the “Company”) to reflect its intention to engage in the business of owning or leasing race-courses and/or conduct horse-races.

On January 28, 2008, the Company acquired all of the issued and outstanding shares of InterAmerican Gaming Corp. (“InterAmerican”) a private casino management company focused on Latin America. InterAmerican provides experience in the Latin American gaming markets with specialization in implementing technology, systems and marketing programs. The company is pursuing acquisitions of existing operations as well as developing casino projects with hotel and resort partners.

On June 19, 2008, the Company formed a new subsidiary called IAG Peru S.A.C. (“IAG Peru”) to begin to organize the development of certain Peruvian opportunities. IAG Peru is 99% owned by InterAmerican Operations Inc. and 1% by InterAmerican Gaming, Inc.

On October 20, 2008, Racino Royale, Inc. changed its name to InterAmerican Gaming, Inc. to better reflect its business direction to invest in Latin American horseracing and gaming opportunities.

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As of October 1, 2008, InterAmerican Gaming, Inc. Ceased to be in the development stage, and therefore,, need not present the cumulative amounts since its inception and other additional disclosures required by paragraphs 11-12 of FAS7.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, in accordance with accounting principles generally accepted in the United States of America.

The going concern basis of presentation assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and contingencies in the normal course of operations.

There is doubt about the Company's ability to continue as a going concern as it has a working capital deficit of $574,015 and an accumulated deficit of $8,146,376 as at December 31, 2008.  The Company's ability to continue as a going concern is dependent upon the Company's ability to raise additional capital and successfully complete a business acquisition or business opportunity.  The outcome of these matters cannot be predicted at this time.

The consolidated financial statements have been prepared on a going concern basis and do not include any adjustments to the amounts and classifications of the assets and liabilities that would be necessary if the going concern basis was not appropriate.

Note 2. Summary of Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Interim results are not necessarily indicative of the results that may be expected for a full year.  There have been no significant changes of accounting policies since September 30, 2008.  These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-KSB for the fiscal year ended September 30, 2008, as filed with the Securities and Exchange Commission.

Note 3. Recent Accounting Pronouncements

In May 2008, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (“SFAS”) No. 162, "The Hierarchy of Generally Accepted Accounting Principles”.  SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States.  SFAS 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The Company is currently evaluating the impact of SFAS 162 on its consolidated financial statements but does not expect it to have a material effect.

8

In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (“SFAS”) No. 141(R), "Business Combinations”.  SFAS 141(R) establishes principles and requirements for how the acquirer, recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, an any noncontrolling interest in the acquiree, recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination.  SFAS 141(R) is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008.  As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended September 30, 2010.  The Company is currently evaluating the impact of SFAS 141(R) on its consolidated financial statements but does not expect it to have a material effect.

In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (“SFAS”) No. 160, "Non-controlling Interests in Consolidated Financial Statements, an amendment of ARB No. 51”.  SFAS 160 establishes accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary.  SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008.  As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended September 30, 2010.  The Company is currently evaluating the impact of SFAS 160 on its consolidated financial statements but does not expect it to have a material effect.

In March 2008, FASB issued Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”). SFAS 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring companies to enhance disclosure about how these instruments and activities affect their financial position, performance and cash flows. SFAS 161 also improves the transparency about the location and amounts of derivative instruments in a company’s financial statements and how they are accounted for under SFAS 133. SFAS 161 is effective for financial statements issued for fiscal years beginning after November 15, 2008 and interim periods beginning after that date. As such, the Company is required to adopt these provisions beginning with the quarter ending in March 2009. The Company is currently evaluating the adoption of this pronouncement and expects no material impact on the Company’s consolidated financial statements.

Note 4 – Intangibles

On January 28, 2008, the Company acquired intangible assets, valued at $1,228,965, representing purchased management agreements or contracts associated with gaming business opportunities in Latin America (Note 6). The agreements at the time of acquisition were in the form of letters of intent to manage; the redevelopment of a slot machine gaming venue at a horseracing enterprise in Latin America, to redesign and improve horseracing simulcasting operations and other related gaming related ventures. Intangible assets will begin to be amortized once these contracts are signed and begin to produce revenue.

Note 5 – Due to Related Parties

Periodically, the Company advances funds and pays expenses on behalf of related parties and funds are advanced and expenses are paid by related parties on behalf of the Company.  These transactions result in non-interest bearing payables or receivables to related parties.

9

Amounts due to related parties were:

	December 31, 2008		September 30, 2008
Entities with common directors and/or officers		321,417		157,630
Officers and directors		37,088		28,238
Total	$	358,505	$	185,868

Amounts due to related parties are non-interest bearing, unsecured and do not have any specific repayment terms.

Note 6 – Acquisition of InterAmerican

On January 28, 2008, the Company acquired InterAmerican in exchange for 13,500,000 shares. The consolidated financial statements include the operating results of InterAmerican effective February 1, 2008.

The business combination is accounted for using the purchase method.  The fair value of the assets acquired is as follows:

Intangibles assets	$	1,228,965
Less liabilities assumed:
Accounts payable		(134,233	)
Due to related parties		(149,732	)
Net assets acquired at fair value		$945,000
Total consideration:
13,500,000 common shares	$	945,000

The purchase price was assigned to intangible assets (Note 4).

Note 7 - Obligations Under Capital Lease

On August 31, 2008 the Company obtained lease purchase financing totalling $294,000 from a related party for gaming equipment.  The Company will be obligated to pay monthly payments of $11,275 based on a term of 36 months and an effective lease rate of 18%.  The equipment has been provided as security for the financing.  At December 31, 2008, obligations under capital lease included $17,888 of accrued interest.

Note 8 – Subsequent Events

On January 31, 2008 the Company did not make the scheduled capital lease payment of $11,275 for gaming equipment to a related party.

10

Item 2. Management’s Discussion And Analysis Of Financial ConditionAnd Results Of Operations

The following discussion should be read in conjunction with the Company’s condensed consolidated financial statements and the notes thereto. The discussion of results, causes and trends should not be construed to imply any conclusion that such results or trends will necessarily continue in the future.

Critical Accounting Policies

We believe that the estimates, assumptions and judgments involved in the accounting policies described below have the greatest potential impact on our financial statements, so we consider these to be our critical accounting policies. Because of the uncertainty inherent in these matters, actual results could differ from the estimates we used in applying the critical accounting policies. Within the context of these critical accounting policies, we are not currently aware of any reasonably likely event that would result in materially different amounts being reported.

The accounting assumptions and policies used in the preparation of our financial statements are explained in the notes attached thereto and appearing later in this Report on Form 10QSB.

Overview

The Company’s focus is on gaming opportunities in Latin America.  During the three months ended December 31, 2008 the Company continued to pursue acquisitions or existing operations as well as develop projects with hotel and casinos.  The new business opportunities will require additional funding for capital expenditures and losses prior to achieving breakeven operations.

Results of operations for the three month period ended December 31, 2008 compared to 2007

The Company recorded $ 30,962 in slot machine revenue for the three month period ended December 31, 2008. The cost of revenues was $17,029 in revenue sharing with the owner and/or operators of various gaming facilities and $1,638 in local gaming tax. For the three month period ended December 31, 2008 the Company had a gross profit of $12,295.

General and administrative expenses

General and administrative expenses were $161,627 during the three month period ended December 31, 2008 and $15,271 during the three month period ended December 31, 2007.  Office and general expenses include travel and auto, occupancy and communications and other similar costs associated with operating the business in its current state of evolution.  The higher expenses during the three months ended December 31, 2008 are associated with incremental operating levels from the InterAmerican acquisition and the Company’s development of gaming business opportunities in the Latin American market.  During the three month period ended December 31, 2008 consulting costs totalled $98,750, travel and entertainment costs totalled $28,830, director’s fees totalled $15,427, advertising and promotion totalled $10,678 and other miscellaneous costs totalling $7,942.

Management fees – related parties

Management fees to related parties were $60,076 during the three month period ended December 31, 2008 and $10,710 during the three month period ended December 31, 2007. Management fees in the current period are the result of the Company exploring new business opportunities in the Latin American gaming market through its InterAmerican subsidiary.

11

Professional fees

Professional fees were $13,997 during the three month period ended December 31, 2008 and $25,000 during the three month period ended December 31, 2007. Professional fees were incurred to obtain gaming industry expertise, to obtain advice on organizational matters associated with the proposed Latin American business opportunities and legal advice on operating in foreign jurisdictions.

Operating loss

The loss from continuing operations during the three month period ended December 31, 2008 was $214,053 compared to $50,978 during the comparative period in the prior year. The change is attributable to an increase in management and professional fees associated with the development of the Latin American gaming ventures. Management expects to continue to incur pre-operating losses until the Company organizes revenue streams in Latin America.

Liquidity and Capital Resources

At December 31, 2008, the Company had a working capital deficit of $574,015 and cash of $2,747 as compared to working capital deficit of $379,356 and cash and cash equivalents of $18,478 at December 31, 2007. The increase in working capital deficit was primarily attributed to an increase of $172,637 in amounts due to related parties for the three month period ended December 31, 2008. Amounts due to related parties are non-interest bearing, unsecured and have not specific terms of repayment.

 Net cash used in continuing operating activities was $(185461) arising from the operating losses as adjusted for non-cash working capital items.

Net cash used in investing was $2,907 for the purchase of capital assets.

Cash flows provided by financing activities were $172,637 primarily from advances from related parties.

The Company is negotiating the terms and conditions of various business opportunities that will require incremental financing by the Company. Depending upon the result of these negotiations the amount of additional financing may be substantial.

The Company's continuation as a going concern is uncertain and dependant on successfully bringing its services to market, achieving future profitable operations and obtaining additional sources of financing to sustain its operations, the outcome of which cannot be predicted at this time. The Company largely relies on related parties to fund the operating losses as it develops its go forward business plan. Management is hopeful that the financial position of the Company will improve as the new business strategy unfolds. There can be no assurance that funding will continue on favourable terms if at all.  In the event the Company does not generate positive cash flow from future operations or cannot obtain the necessary funds, it will be necessary to delay, curtail or cancel the business operations.

Inflation

Management does not believe that inflation had a material adverse affect on the financial statements for the periods presented.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

12

Item 4. Controls And Procedures

Evaluation of disclosure controls and procedures

Our management, including our chief executive officer, have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2008, pursuant to Exchange Act Rules 13a-15(e) and 15(d)-15(e). Based upon that evaluation, our chief executive officer have concluded that as of such date, our disclosure controls and procedures in place are adequate to ensure material information and other information requiring disclosure is identified and communicated on a timely basis.

Changes in internal controls

During the period covered by this report, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

13

PART II Other Information
Item 1.Legal Proceedings.
The Registrant is not a party to any material pending legal proceedings and, to the best of its knowledge, no such action by or against the Registrant has been threatened.
Item 2.    Unregistered Sales of Equity Securities And Use Of Proceeds
Date	Securities Issued To:	Number of Shares
	ETIFF Holdings LLC	878,000

Item 3.Defaults Upon Senior Securities.

Not Applicable

Item 4.    Submission Of Matters To A Vote Of Security Holders

None.

Item 5.    Other Information

None.

Item 6.    Exhibits And Reports On Form 8-K

(a) Exhibits.  Exhibits included or incorporated by reference herein: See Exhibit Index.

EXHIBIT INDEX

Number       Exhibit Description

3.1	Articles of Incorporation (incorporated by reference to Exhibit 3 of the Registration Statement on Form 10-SB filed on September 28, 2000).
3.2	Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 2 of the Form 10-SB filed on September 28, 2000).
3.3	Certificate of Amendment to Articles of Incorporation dated October 13, 2000. (incorporated by reference to Exhibit 3.3 of the Form 10-QSB filed on September 28, 2000)
3.4	ByLaws (incorporated by reference to Exhibit 3.3 of the Form 10-QSB filed on November 7, 2001)
31.1	Section 302 Certification of Chief Executive Officer *
31.2	Section 302 Certification of Chief Financial Officer *
32.1	Section 906 Certification of Chief Executive Officer *
32.2	Section 906 Certification of Chief Financial Officer *

* Filed herein.

(b)            Reports on Form 8-K:

None

14

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

INTERAMERICAN GAMING, INC

Dated: February 13, 2009

/s/ John G Simmonds	/s/ Gary N Hokkanen
Name:   John G. Simmonds	Name:   Gary N. Hokkanen
Title:     Chief Executive Officer	Title:     Chief Financial Officer