Creator Capital 20F 2008 Annual report

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 EXCHANGE ACT OF 1934 OR

[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[ ]

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Date of event requiring this shell company report ______________.

FOR THE TRANSITION PERIOD FROM _______________ TO _________________

COMMISSION FILE NO. 001-14611

[ccl20fdec312008_fs001.jpg]

(formerly known as INTERACTIVE ENTERTAINMENT LIMITED)

(Exact name of registrant as specified in its charter)

BERMUDA

(Jurisdiction of Incorporation)

One Iona Land Hamilton Parish CR 01 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, 2008: 87,467,288

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes: [ ] No: [ X ]

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes: [ ] No: [ X ]

Note – checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ( §232.405 of this chapter) during the proceeding 12 months (or for such shorter period that the registration was required to submit and post such files). Yes: [ ] No: [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerate filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ X]

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP [ ]

International Financial Reporting Standards as issued Other [ X]

by the International Accounting Standards Board [ ]

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

Item 17: [X] Item 18: [ ]

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes: [ ] No: [X]

_______________________________________________________________________________

CREATOR CAPITAL LIMITED

ANNUAL REPORT ON FORM 20-F

TABLE OF CONTENTS


PART 1
ITEM 1 - IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS		1
ITEM 2 - OFFER STATISTICS AND EXPECTED TIMETABLE		1
ITEM 3 - KEY INFORMATION		1
ITEM 4 - INFORMATION ON THE COMPANY		4
ITEM 4A – UNRESOLVED STAFF COMMENTS		11
ITEM 5 - OPERATING AND FINANCIAL REVIEW AND PROSPECTS		11
ITEM 6 - DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES		16
ITEM 7 - MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS		19
ITEM 8 - FINANCIAL INFORMATION		20
ITEM 9 - THE OFFERING AND LISTING		22
ITEM 10 - ADDITIONAL INFORMATION		23
ITEM 11 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		26
ITEM 12 - DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES		26
PART II
ITEM 13 - DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES		26
ITEM 14 - MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS		26
ITEM 15 - CONTROLS AND PROCEDURES		26
ITEM 16 – AUDIT COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES		27
A.	Audit Committee Financial Expert	27
B.	Code of Ethics	27
C.	Auditor’s Fees and Services	27
D.	Exemptions from Listing Standards for Audit Committees	28
E	Purchase of Equity Securities by the Issuer and Affiliated Purchasers	28
PART III
ITEM 17 - FINANCIAL STATEMENTS		28
ITEM 18 – FINANCIAL STATEMENTS
ITEM 19 – EXHIBITS

_______________________________________________________________________________

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

BDO Dunwoody LLP 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 Limited (hereinafter “CCL”) for the fiscal years ended December 31, 2008, and 2007 and 2006 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, 2008, 2007 and 2006 were extracted from the audited financial statements of the Corporation. Except where otherwise indicated, all amounts are presented in accordance with Canadian GAAP in U.S. dollars. Additional information is presented to show the differences which would result from the application of US GAAP to the Company’s financial information. Refer to Note 19 of the audited consolidated financial statements included herein for a discussion of the material difference between Canadian GAAP and US GAAP and their effect on the Company’s financial position and results of operations.

Certain selected financial data is detailed in the Table below:

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CREATOR CAPITAL LIMITED

20-F DECEMBER 31, 2008

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


	December 31,		December 31,		December 31,		December 31,		December31,
Balance Sheet Data	2008		2007 (restated)		2006 (restated)		2005 (restated)		2004 (restated)
(as at Period end)	$		$		$		$		$
Current Assets	19,728		14,559		23,108		44,188		73,567
Capital Assets	0		0		0		39,572		49,362
Intangible Assets	0		0		0		0		0
Long-term assets	0		0		0		0		0
Total Assets	19,728		14,559		23,108		83,760		122,929
Total Liabilities	5,757,999		5,169,116		4,697,396		4,471,951		4,074,394
Net Assets	(5,738,271	)	(5,154,557	)	(4,674,288)		(4,388,191	)	(3,951,465	)
Capital Stock	874,673		874,673		880,534		907,950		873,027

Statement of Operations
Gross Revenue	55,160		63,870		53,460		78,615		136,000
Loss from operations before other items	(158,652	)	(414,374	)	(176,693	)	(108,113	)	(218,781	)
Net and comprehensive loss for the year	(583,714	)	(800,664	)	(481,930	)	(436,726	)	(345,019	)
Basic and Diluted Loss per Share	(0.01	)	(0.01	)	(0.01	)	(0.00	)	(0.00	)
Weighted-Average Number of Common Shares Outstanding	87,467,288		87,809,166		88,336,654		90,795,037		90,795,037

⁽¹⁾

The amounts in respect to total liabilities and deficit for 2007 and prior years have been restated as described in Note 18 to the financial statements

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


	December 31,		December 31,		December 31,		December 31,		December 31,
Balance Sheet Data	2008		2007(restated)		2006(restated)		2005(restated)		2004(restated)
(as at Period end)	$		$		$		$		$
Total Assets	19,728		14,559		23,108		83,760		122,929
Total Liabilities	6,958,097		6,372,304		5,373,145		4,946,051		4,360,814
Net Assets	(9,175,812	)	(8,595,188	)	(7,587,480	)	(7,099,734	)	(6,475,328	)
Temporary equity	2,237,443		2,237,443		2,237,443		2,237,443		2,237,443
Capital Stock	874,673		874,673		880,534		907,950		873,027

Statement of Operations
Gross Revenue	55,160		63,870		53,460		78,615		136,000
Loss from operations	(158,652	)	(414,374	)	(129,865)		(108,113	)	(218,781	)
Net and comprehensive loss for the year	(155,494	)	(617,680	)	(325,755)		(289,948	)	(227,144)
Basic and Diluted Loss per Share	(0.01	)	(0.01	)	(0.01)		(0.00	)	(0.00	)
Weighted-Average Number of Common Shares Outstanding	87,467,288		87,809,166		88,336,654		90,795,037		90,795,037

Under US GAAP, for financial statement presentation purposes, the balance of the preferred shares is reflected on the balance sheet as temporary equity because the ability to issue common shares in the event of a preferred share conversion is not within the control the Company. Since the Company has no retained earnings, the dividends would be a charge to additional paid-in capital and not accumulated deficit under US GAAP. The dividend is included in the calculation of earnings (loss) per share.

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Under US GAAP, as a result of its re-measurement, the derivative liability as at December 31, 2008, is recorded at a value of $3,432,243 (2007 restated: $3,148,823) and the change in fair value of the derivative liability charged to the statement of operations for the year ended December 31, 2008 was $283,421 (2007: $260,019; 2006: $188,661).

To date, CCL has not generated sufficient cash flow from operations to fund ongoing operational requirements and cash commitments and based on the current cash positions of the Company, management of the Company does not believe that the Company has sufficient capital and liquidity to finance current operations. The Company’s 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.

The outstanding Class A Preference shares accrue an annual nine percent (9.00%) dividend, calculated and accrued monthly, payable quarterly and compounded annually. 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. . In the event that the common shares to be issued to the preferred shareholder upon a preferred share conversion do not have a value of at least equal to the redemption value of the preferred shares held, the Company is obligated to issue additional common shares or repurchase all common shares and preferred shares previously issued to the holder for an amount equal to the redemption value of the preferred shares less any prio r redemption proceeds.

B. Capitalization and Indebtedness

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.

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:

As of December 31, 2008, CCL has incurred a cumulative net loss of $70,296,103. We anticipate generating losses for at least the next 12 months. Therefore, there is substantial doubt about our ability to continue operations in the future as a going concern as described in the Comments for US Readers on Canada – US Reporting Differences by our auditors with respect to the financial statements for the year ended December 31, 2008. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Corporation cannot continue in existence.

Our plans to deal with this uncertainty include raising additional capital or entering into a strategic arrangement with a third party. If we cannot continue as a viable entity, our shareholders may lose some or all of their investment in our company.

CCL’s product line of Sky Games® and Sky Play® are marketed to the world’s airlines. CCL’s future must be considered in light of the continuing financial difficulties the airline industry is experiencing globally. As a result of global financial difficulties continues, our marketing effort may not generate additional licenses requested from airlines.

SOFTWARE

The value of CCL’s product line is in the software. The SkyGames Gambling Software remains unique in the marketplace, adaptable to the various airline inflight entertainment systems. The SkyPlay Software is utilized on older platforms still being used throughout the world. As with all software, the risks lie in it becoming obsolete overnight. For accounting purposes all the product line software have been written down.

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.

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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 Ga mes® System.

RELIANCE ON EMPLOYEES

CCL relies on its management and outsourced services for the business and corporate operations. None of our executive officers have sufficient technical training or experience in marketing for the products. As such, we will have to hire qualified consultants to perform these functions. Consequently our operations, earnings and ultimate financial success could suffer irreparable harm due to management's lack of experience in this industry. As a result we may have to suspend or cease operations which will result in the loss of your investment.

ABILITY TO RAISE CAPITAL

As CCL has not generated sufficient revenue to funds its operations, we will require additional funds to meet our on-going obligations and in the future. As a result, additional capital will be required to effectively support the operations and to otherwise implement our overall business strategy. The inability to obtain additional capital will restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will likely be required to curtail our development plans which could cause the company to become dormant. Any additional equity financing may involve substantial dilution to our then existing shareholders.

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 cons ummation 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)”).

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.

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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 Gam es® 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 Annul ment Agreement dated June 20, 2001. Mr Grymyr has completed his undertakings to the company. The company has cancelled 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, 2008, the Sky Play® games were operating on 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, the Company has forwarded HK$900,000.00 (US$115,030.00). To date, no business profits have been generated nor distributed. No further fun ds 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.

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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.

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.

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. Attempts to progress beyond the Letter of Intent proved futile. CCL deems the relationship to be at an end.

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 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

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Sky Games®

The U.S. Patent and Trademark Office 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 Summary Outlook (CMO) issued in 2008, annualized world GDP is forecast to grow at an average of 3.2% per year over the next 20 years beginning in 2008, an increase of 0.1%. Boeing also forecasts an decrease of 0.9% in passenger traffic growth to 5.0% annually over the next 20 years. The report noted that, the total market potential for new commercial airplanes is 29,400, worth $3.2 trillion in 2007 US Dollars. The fleet will grow from 17,330 aircraft in 2005 to a total worldwide fleet of 35,800 in 2027.

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 remain at 3.00%, while deliveries of intermediate size (twin-aisle) aircraft will remain at 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.

Boeing has observed the resilience that global airline markets have shown over time is reflected in average annual passenger traffic growth of 4.0% and air cargo growth of 5.8% 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%. From 2007-2027, passenger travel will increase grow at an average of 5.0% and cargo at an average of 5.8%. According to the Boeing Summary Outlook, 2008-2027, “More productive, new airplanes will play a greater role, and there will be relentless pursuit of further environmental progress”.

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.

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 2008 – annual passenger traffic will grow by 7.0% in the Asia Pacific region; 5.6% in the Transpacific Region; 4.8% within North America; 6.7% within Europe; 6.7% within Latin America; 8.9% 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.

The big question of the rising fuel prices is addressed succinctly in the Boeing CMO 2008: “Today’s record high fuel prices are forcing many airlines, particularly in the United States, to take urgent action in cutting back capacity or reducing planned growth. They are invariably doing so by reducing use of their oldest and least efficient airplanes, while retaining their investment in new airplanes.”

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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 four companies supplying the inflight interactive PC games marketplace: Creator Capital, DTI, Nintendo, and Western Outdoor Interactive. CCL is currently a distant fourth in the industry.

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 (which are not currently installed on any aircraft).

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.

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 c an 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.

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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 3,525,000 shares, 2,525,000 were issued to SGII and 1,000,000 shares to Anthony Clements, an advisor to and director of the Company. The Performance Shares were 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 were released from the escrow. The Company agreed to cancel such shares. The holders of the Performance Shares granted an irrevocable proxy to a bank, which has irrevocably agreed not to vote such shares. On February 13, 2006 these shares were returned to Treasury as the escrow agreement relating to these shares had expired in a prior year.

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. 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 Agr eement.

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.

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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 a nd 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.

The original agreement with TWC required a total investment of US$180,050 (HK$1,500,000) and the issuance of 1,500,000 CCL common shares to TWC. To date, CCL has funded US$115,030, 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). 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.

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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 were to be earned-out based upon the same formula as the acquisition securities were to be issued. With the failure of the Sha re 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. As at December 31, 2006 the Letter of Intent had not yet resulted in a final Agreement. Attempts to progress beyond the Letter of Intent proved futile. CCL deems the relationship to be at an end.

ORGANIZATIONAL STRUCTURE

The following chart outlines CCL’s corporate structure:

[ccl20fdec312008_fs002.jpg]

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

PROPERTY, PLANTS AND EQUIPMENT

During the year, it was determined that all capital assets, which had been previously fully depreciated, no longer embody a future benefit. The following capital assets were written off during the year: 1. Computer and equipment costing $384,065, 2. Furniture and fixtures costing $44,729, and 3. Website costing $76,699 and the total accumulated amortization of $505,493. The Company has no other capital assets.

ITEM 4A. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following data are prepared in accordance with generally accepted accounting principles in Canada.

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OPERATING RESULTS


		Twelve Months Ended December 31
		2008	2007	2006	2005	2004

Statement of Operations Data:

	Loss before other items	$ (158,652)	$ (414,374)	$ (176,693)	$ (108,113)	$ ( 218,781)
	Other items	(425,062)	(386,290)	(305,237)	(328,613)	(126,238)
Net and comprehensive loss for the year		(583,714)	(800,664)	(481,930)	(436,726)	(345,019)

Loss per share before other
items		(0.00)	(0.00)	(0.00)	(0.00)	(0.00)

Net loss per share		(0.01)	(0.01)	(0.01)	(0.00)	(0.00)

Weighted number of common
	shares outstanding	87,467,288	87,809,166	88,336,654	90,795,037	90,795,037

Number of common shares
	outstanding at period end	87,467,288	87,467,288	88,053,365	90,795,037	90,795,037
(in thousands except per share and share data)


			As of December 31, (in thousands of dollars)
			2008	2007	2005	2005	2004
Balance Sheet Data:
	Working capital (deficit)		$ (5,738)	$ (5,155)	$ (4,674)	$ (4,428)	$ (4,001)
	Total assets		20	15	23	84	123
	Long term debt		0	0	0	0	0
	Redeemable preferred stock
	Class A		0	0	0	0	0
	Class B		0	0	0	0	0


	Shareholders' equity
	(deficit)		(5,738)	(5,155)	(4,674)	(4,388)	(3,951)
	Equity (deficit) per
		common share	(0.07)	(0.06)	(0.05)	(0.05)	(0.04)

Twelve Months Ended December 31, 2008 and December 31, 2007

During the year ended December 31, 2008, the Corporation recorded a revenue of $55,160 compared to $63,870 during the year ended December 31, 2007. The reduction in revenue for the year was primarily due to the reduction of Sky Play ^®games were installed.

Preferred stock dividends of $425,131 for the year ended December 31, 2008 represented the 9% annual dividend on preferred shares plus the compounded portion on unpaid balance carry forwarded from prior year. During 2007, the Company recorded $390,028 in dividends.

Consulting expenses consisted of expense paid to a director of the Company and the fees have decreased to $42,000 during the year ended December 31, 2008 from $284,025 from the fiscal year ended December 31, 2007. The reduction in consulting expense was primarily due to the Corporation did not grant stock options for the year.

General and administrative expenses for 2008 were $112,069, as compared to $168,218 for 2007. The majority of the 2007 figure was the result of the fair value of stock options granted to administrative staff. As the Corporation did not grant stock options during the year, this resulted in reduction of general and administrative expenses for the year.

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The legal defense fees incurred against the frivolous lawsuit in Texas has caused the Legal Expenditures for the year to increase to $59,743, compared to the 2007 cost of $26,001 and to $7,154 during 2006. The Legal defence costs for this suit now totals $50,744. On March 9, 2009 the lawsuit was called for trial before a jury. A verdict was returned fully in favour of the Company. Unfortunately, under the terms of the judgment and the Texas state laws, the Company cannot seek recovery of these legal costs.

The continued maintenance of the long term registrations and various business trademarks cost $5,256 for the year.

During the year ended December 31, 2008, the expense recovery was $Nil compared to $3,514 in 2007.

Twelve Months Ended December 31, 2007 and December 31, 2006

During the year ended December 31, 2007, the Corporation recorded revenue of $63,780 compared to $53,460 in 2006. Increase in revenue was primarily due to the slight increase in number of Sky Play ^®games installed

Preferred stock dividends of $390.028 for the year ended December 31, 2007 represented the 9% annual dividend on preferred shares plus the compounded portion on unpaid balance carry forwarded from prior year. During 2006, the Company recorded $357,824 in dividends.

Consulting expenses increased by $231,996 from $52,029 in 2006 to $284,025 in 2007. This substantial increase reflected the allocation of the Stock Option issuance of $242,025 during the 2007 year. Removing this influence on the 2007 figure yielded a total for the year of $42,000, which is a decrease over the 2006 year of $10,029.

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

General and administrative expenses increased by $36,820 to $168,218. With the allocation of the Stock Option issuance of $78,370 during the 2007 year. Removing this influence from the 2007 amounts yielded a total for the year of $89,848, which is a decrease over the 2006 year of $41,550.

The 2007 total legal cost was $26,001, an increase of $18,847 over the 2006 cost of $7,154. Of this $21,535 was incurred with the lawsuit in Texas. The balance of $4,466 is attributed to normal corporate costs and the continued maintenance of the long term registrations and various business trademarks.

During 2006, $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.

During the year ended December 31, 2007, the Corporation had $Nil in impairment of equipment compared to $39,572 in 2006. The impairment of $39,572 in 2006 was due to the obsolete of the website asset, management has recorded the write down in 2006.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2008, the Company had a working capital deficit of $5,738,271. Of this, $3,086,796 was for dividends payable that have accrued over several fiscal periods on the Preferred Shares. The Company is financing its operations through accounts payable. The Company’s net cash position is $9,925 as of December 31, 2008. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances; however there is no assurance of additional funding being available.

During 2008 cash provided by operating activities was $7,620 compared to cash used by operating activities of $6,156 in 2007, an increase of $13,776. We had a net loss of $583,714 in 2008 compared to a loss of $800,634 in 2007 primarily due to the stock options compensation expense recorded as consulting fees. The non-cash effect was that stock-based compensation decreased to $Nil in 2008 from $320,395 in 2007. Also, in 2008 we had a cash inflow from accounts payable and accrued liabilities of $167,643 compared to $80,506 in 2007.

During the fiscal years ended on December 31, 2008 and 2007, we have no investing activities in these periods.

During the year ended December 31, 2008, we had cash used in financing activities of $5,000 as compared to cash provided by financing activities by $1,186 in 2007. The change primarily related to the notes payable.

At December 31, 2007, the Company had a working capital deficit of $5,154,557. Of this, $2,661,665 was for dividends payable that have accrued over several fiscal periods on the Preferred Shares. The Company’s net cash position was $7,305. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available.

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During 2007 we used $6,156 in operations compared to $23,867 in 2006, a decrease of $17,711. While our loss was significantly higher in 2007 compared to 2006 of $481,930, we had a non-cash item in 2007 that we did not incur in 2006. In 2007 we had $320,395 from stock-based compensation expense compared to $Nil in 2006. Also, in 2007 we had a cash inflow from accounts payable and accrued liabilities of $80,506 compared to a cash inflow of $61,667 in 2006.

During the fiscal years ended on December 31, 2007 and 2006, we have no investing activities in these periods.

During the year ended December 31, 2007, we had cash provided by financing activities of $1,186 as compared to cash provided by financing activities by $1,787 in 2006.

We expect gross receipts for 2009 to be approximately $58,000. The Company’s general and administrative costs for 2009 are expected to be $44,500. Fees charged by related parties are accrued with any direct expenses are paid from the cash flow. Any extraordinary costs would have be paid by loans to the Company from its related parties. In the current economic environment, capital funding is not viable.”

Critical Accounting Policies

The preparation of the Company's financial statements requires management to make estimates and assumptions regarding future events. These estimates and assumptions affect the reported amounts of certain assets and liabilities, and disclosure of contingent liabilities.

Significant areas requiring the use of management estimates include the variables used in determining stock-based compensation. These estimates are based on management's best judgment. Factors that could affect these estimates include option term and expected volatility.

Management has made significant assumptions and estimates determining the fair market value of stock-based compensation granted to employees and non-employees. These estimates have an effect on the stock-based compensation expense recognized and the contributed surplus on the Company’s Balance Sheet. The value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires the input of subjective assumptions, including the expected term of the option award and stock price volatility. The expected term of options granted for the purposes of the Black-Scholes calculation is the term of the award since all grants are to non-employees. These estimates involve inherent uncertainties and the application of management judgment.

Recent Accounting Pronouncements

Recently adopted accounting pronouncements

On September 15, 2006, FASB issued Statement No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 provides guidance for using fair value to measure assets and liabilities. SFAS No. 157 references fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts. SFAS No. 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value. SFAS No. 157 does not expand the use of fair value in any new circumstances. Originally, SFAS No. 157 was effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Accordingly, we adopted SFAS No. 157 in the first quarter of fiscal year 2008. In February 2008, the FASB issued FASB Staff Position No. 157-2, “Effective Date of FASB Statement No. 157”, which provides a one year deferral of the effective date of SFAS No. 157 for non-financial assets and non-financial liabilities, except those that are recognized or disclosed in the financial statements at fair value at least annually. Therefore, the Company has adopted the provisions of SFAS No. 157 with respect to its financial assets and liabilities only.

Effective January 1, 2008, the Company adopted Statement of Financial Accounting Standard (“SFAS”) No. 159, The Fair Value Option for Financial Assets and Financial Liabilities-Including an amendment of FASB Statement No. 115. SFAS No. 159 gives the Company the irrevocable option to elect fair value for the initial and subsequent measurement for certain financial assets and liabilities on a contract-by-contract basis with the difference between the carrying value before election of the fair value option and the fair value recorded upon election as an adjustment to beginning retained earnings. As of December 31, 2008, the Company had not elected the fair value option for any eligible financial asset or liability.

Recent Accounting Pronouncements Not Yet Adopted

In December 2007, FASB issued Statement No. 141 (Revised 2007), Business Combinations (“SFAS 141(R)”) and SFAS No. 160, Accounting and Reporting of Non-controlling Interests in Consolidated Financial Statements, an amendment of ARB No. 51 (“SFAS 160”).

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SFAS 141(R) requires companies to: (i) recognize, with certain exceptions, 100% of the fair values of assets acquired, liabilities assumed, and non-controlling interests in acquisitions of less than a 100% controlling interest when the acquisition constitutes a change in control of the acquired entity; (ii) measure acquirer shares issued in consideration for a business combination at fair value on the acquisition date; (iii) recognize contingent consideration arrangements at their acquisition-date fair values, with subsequent changes in fair value generally reflected in earnings; (iv) with certain exceptions, recognize pre-acquisition loss and gain contingencies at their acquisition-date fair values; (v) capitalize in-process research and development (“IPR&D”) assets acquired; (vi) expense, as incurred, acquisition-related trans action costs; (vii) capitalize acquisition-related restructuring costs only if the criteria in SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities , are met as of the acquisition date; and (viii) recognize changes that result from a business combination transaction in an acquirer’s existing income tax valuation allowances and tax uncertainty accruals as adjustments to income tax expense. SFAS 141(R) is required to be adopted concurrently with SFAS 160 and is effective for business combination transactions for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company does not believe the adoption of these statements will have a material impact on significant acquisitions completed after January 1, 2009.

In May 2008, the FASB issued FSP No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”). FSP APB 14-1 applies to convertible debt instruments that, by their stated terms, may be settled in cash (or other assets) upon conversion, including partial cash settlement, unless the embedded conversion option is required to be separately accounted for as a derivative under SFAS 133. Convertible debt instruments within the scope of FSP APB 14-1 are not addressed by the existing APB 14. FSP APB 14-1 requires that the liability and equity components of convertible debt instruments within the scope of FSP APB 14-1 be separately accounted for in a manner that reflects the entity’s nonconvertible debt borrowing rate. This requires an allocation of the converti ble debt proceeds between the liability component and the embedded conversion option (i.e., the equity component). The difference between the principal amount of the debt and the amount of the proceeds allocated to the liability component will be reported as a debt discount and subsequently amortized to earnings over the instrument’s expected life using the effective interest method. FSP APB 14-1 is effective for the Company’s fiscal year beginning January 1, 2009 and will be applied retrospectively to all periods presented. The Company is currently evaluating the effects of adopting FSP APB 14-1.

In June 2008, the FASB reached consensus on EITF Issue No. 07-05 (‘EITF 07-05”), “Determining Whether an Instrument (or embedded feature) Is Indexed to an Entity’s Own Stock.”. EITF 07-05 clarifies the determination of whether an instrument (or an embedded feature) is indexed to an entity’s own stock, which would qualify as a scope exception under SFAS 133. EITF 07-05 is effective for financial statements issued for fiscal years beginning after December 15, 2008. Early adoption of EITF 07-05 is not permitted. The Company does not believe the adoption of EITF 07-05 will have a material impact on the Company’s financial position, results of operations or cash flows.

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events.” This statement establishes guidance related to accounting for and disclosure of events that happen after the date of the balance sheet but before the release of the financial statements. SFAS No. 165 is effective for reporting periods ending after June 15, 2009. We do not expect the adoption of this statement to have a material effect on our results of operations or financial position.

In June 2009, the FASB issued SFAS No.168, “The ‘FASB Accounting Standards Codification’ and the Hierarchy of Generally Accepted Accounting Principles” (“SFAS 168”). SFAS 168 establishes the “FASB Accounting Standards Codification” (“Codification”), which officially launched July 1, 2009, to become the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. The subsequent issuances of new standards will be in the form of Accounting Standards Updates that will be included in the Codification. Generally, the Codification is not expected to change U.S. GAAP. All other accounting literature excluded from the Codification will be considered non-authoritative. SFAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. We will adopt SFAS 168 for our quarter ending September 30, 2009. We are currently evaluating the effect on our financial statement disclosures as all future references to authoritative accounting literature will be references in accordance with the Codification.

RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES ETC.

Sky Play®

The U.S. Patent and Trademark Office 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

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Sky Games®

The U.S. Patent and Trademark Office 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.

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

DIRECTORS AND SENIOR MANAGEMENT

Name

Position

Principal Occupation

Term of Office

Anthony P Clements

Age 62

Director

Investment Banker

Director 1992-Present

Deborah Fortescue-Merrin

Age 52

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 60

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 Head of Corporate Finance at ODL Securities. He began his career specializing in natural resources, having gained a B.Sc. in Economics followed by a post-graduate course in accountancy. He joined the Electricity Pension Fund in 1970 as Senior Investment Analyst before moving on in 1973 to the Post Office Pension Fund, latterly renamed Postel and now Hermes. As an Investment Manager, Tony spent several years managing Postel’s resource portfolio before moving on to manage billion dollar North American portfolio. In 1987 Mr. Clements moved over to the 'sales' side of the investment industry, becoming involved with corporate finance and North American resource issues in particular. Prior to taking up his current position with ODL Securities, Tony joined T. Hoare and Co, renamed Canaccord, in 1994.

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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. Ms Mann was the first female corporate sales manager for Hilton Hotels corporations based in Los Angeles, Director of Sales and Marketing at the Beverly Wilshire Hotel, Beverly Hills, California, and the first US President of Operations, Mark Allen Travel, now the entertainment division of American Express. She is a lifetime director and former President and Chairman of the International Travel & Tourism Research Association (TTRA). Ms Mann founding member is a of the California Travel & Tourism Commission, where she currently serves a Commissioner and sits on the Executive Committee. S he also sits on the council of the Woodrow Wilson International Center in Washington D.C. .Ms Mann is also currently the Vice President of Creator Capital Limited.

COMPENSATION

All of the directors of the Company are reimbursed 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, 2007, 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:


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 (#)

Anthony Clements (Director)	12/31/08	NIL	NIL	NIL	NIL	1,000,000

Deborah Fortescue-Merrin Chairman	12/31/08 12/31/07 12/31/06 12/31/05	US$42,000* US$42,000* US$52,029* US$45,690*	NIL NIL NIL NIL	NIL NIL NIL NIL	NIL NIL NIL NIL	1,500,000

Anastasia Mann (Director)	12/31/08	NIL	NIL	NIL	NIL	1,000,000

*by way of related consulting entity

As at December 31, 2008 there were at total of 3,680,000 outstanding options to purchase common shares granted to the directors. These options are exercisable at a range between $0.14 and $0.50 per share, and expire ten years after their respective date of grant.

On April 6, 2007, the Directors were issued Stock Options totaling 3,500,000 common shares, at an exercise price of $0.25 for a period of five years.

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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%
Anthony Clements Deborah Merrin Anastasia Mann	1,000,000(3) 10,000(1) 50,000(2) 1,500,000(3) 10,000(1) 50,000(2) 1,000,000(3) 10,000(1) 50,000(2)	$0.25 $0.14 $0.50 $0.25 $0.14 $0.50 $0.25 $0.14 $0.50	04-06-12 09-10-09 09-10-09 04-06-13 09-10-09 09-10-09 04-06-12 09-10-09 09-10-09	xx xx 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

(3) Options granted to each director of the Company under a Stock Option Agreement

BOARD PRACTICES

Election of Directors and Terms of Service

As of the date of this Document, The Board of Directors is currently comprised of three 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.

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, 2008.

Compensation Committee

The Compensation Committee currently consists of Mrs. Mann, and Mr Anthony Clements. The Compensation Committee did not hold any meetings during the fiscal year ended December 31, 2008. 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 CCL in the fiscal year 2008. She was compensated on a consulting basis, by way of a related consulting entity. Compensation totaled US $42,000 for 2008, US$42,000 during 2007, compared with US$ 52,698 during 2006, Also, Ms. Merrin was granted 1,500,000 options exercisable at $0.25 during 2007.

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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 CCL. 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 December 31, 2008 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) 3.92% 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 (see Item 7 Major Shareholders and Related Party Transactions below) 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)	1,060,000 – Options 1,560,000 – Options 48,500 – Direct 1,060,000 – Options	1.20% 1.81% 1.20%

(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 outstanding (which are currently exercisable) for the respective individuals;

(2)

Includes, options for 10,000 shares under the Directors Option Plan, and options for 50,000 shares granted under the Management Incentive Plan, options for 10,000 shares granted under a Stock Option Agreement of September 10, 1999, and options for 1,000,000 under the April 6, 2007 Stock Option Agreement.

(3)

Does not include 1,406,870 shares of Common Stock held by a charitable foundation (Missy Foundation) of which Deborah Fortescue-Merrin is a director. Includes options for 10,000 shares of Common Stock under the Directors Option Plan, options for 50,000 shares granted under the Management Incentive Plan, and options for 1,500,000 under the April 6, 2007 Stock Option Agreement.

(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 1,000,000 under the April 6, 2007 Stock Option Agreement.

ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

MAJOR SHAREHOLDERS

As of December 31, 2008, there were 249 shareholders of record in the United States holding a total of 33,313,341 of the 87,467,288 outstanding common shares of the Company. 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.

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Name of Shareholders and Jurisdiction

Number of

Shares Owned

Percentage of Total Outstanding*

CEDE & CO – United States**

10,948,134

12.52%

HARRAH’S INTERACTIVE INVESTMENT COMPANY

6,886,915

7.87%

Jiang Man Securities Ltd., Hong Kong

4,559,958

5.21%

Pebble Mill Investments Ltd., Hong Kong

4,413,560

5.05%

Galleria Ventures Inc., Grenada

4,398,740

5.03%

* Based upon 87,467,288 issued and outstanding common shares of the Company as of December 31, 2008

** 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 nil.

Through a related company the President of the Company provides consulting services to the Company. During the year ended December 31, 2008, the Company incurred $42,000 in said consulting fees (2007: $42,000).

As at the period end, the Company owed $187,941 (2007: $109,231) to a company controlled by a director. $8,811 of this amount represents accumulated outstanding expense reimbursements for various office supplies, services, and computer related costs. The outstanding is included within the accounts payable and accrued liabilities accounts. There is no formal, nor written, contractual arrangement pertaining to this outstanding balance.

During the year ended December 31, 2007, the Company recorded stock-based compensation expenses of $69,150 to a director of the Company, included in consulting fees and $69,150 to management of the Company, included in general and administrative expenses. No such expenses were recorded for the year ended December 31, 2008. There is no formal, nor written, contractual arrangement pertaining to this outstanding balance.

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, 2008 are included in Item 17 of this Annual Report.

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At December 31, 2008, the Company had not yet achieved profitable operations, has accumulated losses of $70,296,103 since its inception and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Com pany will require additional financing in order to meet its ongoing levels of corporate overhead and discharge its liabilities as they come due. While the Company has been successful in securing financings in the past, there is no assurance that it will be able to do so in the future, particularly in light of current global economic conditions. Accordingly, these financial statements do not give effect to adjustments, if any, that would be necessary should the Company be unable to continue as a going concern. If the going concern assumption was not used then the adjustments required to report the Company’s assets and liabilities on a liquidation basis could be material to these financial statements.

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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 Company filed a motion to dismiss for lack of personal jurisdiction during 2006.

On August 9, 2007 the court denied the Company’s motion to dismiss for the reason that the Company’s contacts with the State of Texas are sufficient for the court to assert specific personal jurisdiction over them.

On March 9, 2009, the case was called to trial before a jury. The jury heard the evidence and returned a verdict in the Company’s favour. The Plaintiffs were entitled to receive nothing from the Company. The Court accepted the jury’s verdict . On April 16, 2009 the Court Issued the Judgment confirming to the verdict of the jury. After the judgment is signed, the Plaintiffs will have the opportunity to appeal.

To the date of this Document, the Company has incurred legal fees of $50,744. Naturally, this does not include the travel costs, time and effort, stress and strain on all – the shareholders, the officers and directors. These funds were not internally available. Related Parties were called upon to supply the funding.

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

The Class A Preferred shares are non-voting and are convertible at any time into common shares at the option of the holder. The number of common shares will be determined by dividing $1,000 per share of Class A Preferred shares, plus any accrued and unpaid dividends thereon by a conversion price equal to 60% of the market price. Dividends on the Class A Preferred shares are cumulative and payable quarterly at an annual dividend rate of 9%. CCL, at its option, may redeem the Class A Preferred 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. CCL is not required to redeem the Class A Preferred shares. . In the event that the common shares to be issued to the preferred shareholder upon a preferred share conversion do not have a value of at least equal to the redemption value of the preferred shares held, the Company is obligated to issue additional common shares or repurchase all common shares and preferred shares previously issued to the holder for an amount equal to the redemption value of the preferred shares less any prior redemption proceeds.

In 1997, CCL exchanged a promissory note in the amount of $2,737,443 for 2,737 Class A Preference shares at $1,000 per share. In 1998, CCL redeemed 500 of the Class A Preference shares at their redemption price of $1,000 per share. As of December 31, 2008 and 2007, 2,237 Class A Preferred stock remained outstanding.

Dividends on the Class A Preferred shares for the years ended December 31, 2008 and 2007 were $425,131 and $390,028 respectively. They remain unpaid and are in arrears.

Under US GAAP, effective June 30, 2001, the Company was required to bifurcate the conversion feature of the preferred shares as a derivative liability pursuant to the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 133 “Accounting for Derivative Instruments and Hedging Activities” and Emerging Issues Task Force Issue No. 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock”. In accordance with these provisions, the Company calculated the fair value of the derivative liability as at June 30, 2001, the effective date of SFAS 133, and re-measured its fair value at each subsequent financial statement date with the changes in fair value recorded in the Company’s statement of operations. The discount resulting from bifurcating the derivative liability fr om the preferred shares was fully accreted by a charge to accumulated deficit on the initial date of the measurement of the derivative liability.

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Under US GAAP, as a result of its re-measurement, the derivative liability as at December 31, 2008 is recorded at a value of $3,432,243 (2007: $3,148,822) and the change in fair value of the derivative liability charged to the statement of operations for the year ended December 31, 2008 was $283,421. In the year ended December 31, 2007, the charge resulting from the change in fair value of the derivative liability was $260,019 (2006: $188,661))

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 $74,833.

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 is sued. With the failure of the Share Purchase Agreement, the finder’s fee also became null and void.

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 May 2007, the company’s shares have traded on both the NASDAQ OTC Bulletin Board (OTCBB) and the Pink Sheets under the symbol “CTORF”. 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 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
June 2009	$0.0040	$0.0030
May 2009	$0.0050	$0.0040
April 2009	$0.0050	$0.0010
March 2009	$0.0025	$0.0005
February 2009	$0.0041	$0.004
January 2009	$0.0050	$0.001

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Each fiscal quarter within the last two years,


	Twelve Months Ended
	December 31, 2008		December 31, 2007
	High	Low	High	Low
First Quarter	$0.042	$0.030	$0.120	$0.055
Second Quarter	$0.040	$0.026	$0.060	$0.040
Third Quarter	$0.028	$0.025	$0.055	$0.037
Fourth Quarter	$0.026	$0.001	$0.050	$0.020

Last Five Full Financial Years


Last Five Full Financial Years
	High	Low
2008	$0.042	$0.001
2007	$0.120	$0.020
2006	$0.600	$0.028
2005	$0.070	$0.025
2004	$0.200	$0.025

ITEM 10.

ADDITIONAL INFORMATION

SHARE CAPITAL

No shares were issued during the year ended December 31, 2008. 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.

In 1997, CCL exchanged a promissory note in the amount of $2,737,000 for 2,737 Class A Preference shares at $1,000 per share. In 1998, CCL redeemed 500 of the Class A Preference shares at their redemption price of $1,000 per share. As of December 31, 2007 and 2006, 2,237 Class A Preferred stock remained outstanding.

Dividends on the Class A Preferred shares for the years ended December 31, 2007 and 2006 were $390,028 and $357,824, respectively. They remain unpaid and are in arrears.

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Under US GAAP, as a result of its re-measurement, the derivative liability as at December 31, 2007 is recorded at a value of $3,432,243 (2007: $3,148,822) and the change in fair value of the derivative liability charged to the statement of operations for the year ended December 31, 2008 was $283,421. In the year ended December 31, 2007, the charge resulting from the change in fair value of the derivative liability was $260,019 (2006: $(188,661))

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 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 basi s 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.

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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 circumstances, 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-c alled "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 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.

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Canadian Income Tax Considerations

Through the Company’s President, who resides in Canada, the Company maybe subject to Canadian Corporate Income Tax. The Company has never filed any tax returns in Canada, and maybe subject to interest and penalties. The Company has estimated it has accumulated non-capital losses of $316,000 which may be carried forward to reduce future Canadian taxable income in future years.

DIVIDENDS AND PAYING AGENTS

Not applicable

STATEMENT BY EXPERTS

Not Applicable

DOCUMENTS ON DISPLAY

The documents described herein may be inspected at the Company’s Registered Office during normal business hours, at:

One Iona Lane

Hamilton Parish

Islands of Bermuda CR01

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

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.

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Our principal executive officer and principal financial officer have reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2008. Based on that review and evaluation, the principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were not effective in providing management with all material information required to be disclosed in this annual report on a timely basis, given the restated financial statements.

(b) Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As at December 31, 2008, management assessed the effectiveness of our internal controls over financial reporting and concluded that such internal controls over financial reporting were not effective and that there were material weaknesses in our internal controls over financial reporting. The material weaknesses were lack of segregation of duties and limited technical level knowledge of more complex generally accepted accounting principles.

The company does not have adequate internal controls in place to ensure the accuracy of its financial statements. As a result of insufficient knowledge of complex US GAAP matters, the Company misstated its results of operations for the years ended December 31, 2007 and 2006 in respect of an error in the calculation of a derivative liability. This error led to the Company to restate its results of those periods and issued revised financial statements accordingly .

(c) Attestation Report of Registered Public Accounting Firm

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this Form 20F annual report.

(d) Changes in internal controls over financial reporting

There were no changes that occurred during the period covered by this Form 20-F, that materially affected, or are likely to materially 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.

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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 $35,000 and individual non-audit services up to a maximum cost of $5,000 per year. Amisano Hanson, Chartered Accountants, has serviced as the Company’s principal accountant since 2004. In early 2008, Amisano Hanson was merged with BDO Dunwoody LLP, Chartered Accountants, which continued as the Company’s auditors.


(a) Audit fees	2008	2007
	$ 31,891	$ 34,450

(b) Non-audit-related fees	2008	2007
	$ -	$ -

(c) Tax fees - No compensation was paid to BDO Dunwoody nor to Amisano Hanson (predecessor independent auditors) for tax compliance, tax advice and tax planning in fiscal 2008 or 2007.



(d) All other fees	2008	2007
	$ -	$ -

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

--- Not applicable ---

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

There have been no purchases of the Company's common shares by the Company or affiliated purchasers during the period covered by this report.

ITEM 17.

FINANCIAL STATEMENTS

The Company’s Consolidated Audited Financial Statements for the year ended December 31, 2008 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, 2008 and December 31, 2007.

Consolidated Statements of Operations for:

Twelve Months Ended December 31, 200 8

Twelve Months Ended December 31, 2007

Twelve Months Ended December 31, 2006

Consolidated Statements of Shareholder's Equity

December 1, 2006 through December 31, 2008

Consolidated Statements of Cash Flow

Twelve Months Ended December 31, 200 8

Twelve Months Ended December 31, 2007

Twelve Months Ended December 31, 2006

Notes to Consolidated Financial Statements

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CREATOR CAPITAL LIMITED

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2008 and 2007

( Stated in US Dollars)

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BDO Dunwoody LLP

600 Cathedral Place

Chartered Accountants

925 West Georgia Street

Vancouver, BC, Canada V6C 3L2

Telephone: (604) 688-5421

Telefax: (604) 688-5132

E-mail: vancouver@bdo.ca

www.bdo.ca

Report of Independent Registered Public Accounting Firm

To The Shareholders of

Creator Capital Limited

We have audited the Consolidated Balance Sheets of Creator Capital Limited as at December 31, 2008 and 2007 and the Consolidated Statements of Operations, Stockholders’ Deficiency and Cash Flows for the years ended December 31 2008, 2007 and 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2008 and 2007 and the results of its operations and its cash flows for the years ended December 31 2008, 2007 and 2006 in accordance with Canadian generally accepted accounting principles.

(signed) “BDO Dunwoody LLP”

Chartered Accountants

Vancouver, British Columbia

April 29, 2009, except for Note 18 which is as at August 7, 2009

BDO Dunwoody LLP is a Lim ited Liability Partnership registered in Ontario

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BDO Dunwoody LLP

600 Cathedral Place

Chartered Accountants

925 West Georgia Street

Vancouver, BC, Canada V6C 3L2

Telephone: (604) 688-5421

Telefax: (604) 688-5132

E-mail: vancouver@bdo.ca

www.bdo.ca

Comments by Auditors for U.S. Readers

On Canada-U.S. Reporting Differences

In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the Company’s ability to continue as a going concern, such as those described in Note 1 to the financial statements and restatement as a result of correction of error as described in Notes 18 and 19(e). Our report to the directors and stockholders dated August 7, 2009 is expressed in accordance with Canadian reporting standards which do not permit a reference to such events and conditions in the auditors’ report when these are adequately disclosed in the financial statements.

/s/ BDO Dunwoody LLP

Chartered Accountants

Vancouver, Canada

August 7, 2009

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CREATOR CAPITAL LIMITED

CONSOLIDATED BALANCE SHEETS

December 31, 2008 and 2007

(Stated in US Dollars)


			Restated – Note 18
ASSETS		2008	2007

Current
Cash		$ 9,925	$ 7,305
Receivables		8,465	6,445
Prepaid expenses		1,338	809

		$ 19,728	$ 14,559

LIABILITIES

Current
Accounts payable and accrued liabilities – Note 11		$ 520,955	$ 353,312
Notes payable – Note 4		88,680	92,571
Preferred shares – Note 5		5,148,364	4,723,233

		5,757,999	5,169,116

STOCKHOLDERS’ DEFICIENCY

Capital stock – Notes 5, 6, 7 and 8
Authorized:
3,000	Class A preferred shares, $0.01 par value
5,000,000	Class B preferred shares, $0.01 par value
100,000,000	common shares, $0.01 par value	874,673	874,673
Contributed surplus		63,683,159	63,683,159
Accumulated deficit		(70,296,103)	(69,712,389)

		(5,738,271)	(5,154,557)

		$ 19,728	$ 14,559

Nature of Operations and Ability to Continue as a Going Concern – Note 1

Commitments – Notes 5 and 7

Contingency – Note 9


APPROVED BY THE DIRECTORS:

“Deborah Fortescue-Merrin”	Director	“Anthony Clements”	Director

SEE ACCOMPANYING NOTES

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CREATOR CAPITAL LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS

for the years ended December 31, 2008, 2007 and 2006

(Stated in US Dollars)



	2008	2007	2006

Revenue
Sky Play sales	$ 55,160	$ 63,870	$ 53,460

Operating expenses
Consulting fees – Notes 8 and 11	42,000	284,025	52,029
General and administrative – Notes 8 and 11	112,069	168,218	131,398
Impairment of equipment – Note 3	-	-	39,572
Legal fees	59,743	26,001	7,154

	213,812	478,244	230,153

Loss from operations	(158,652)	(414,374)	(176,693)

Other income (expense):
Preferred stock dividends – Note 5	(425,131)	(390,028)	(357,824)
Interest income	69	224	1,041
Interest income on note previously written-off	-	-	8,083
Recovery of note previously written-off	-	-	46,828
Other income	-	3,514	-
Withholding tax	-	-	(3,365)

Net loss and comprehensive loss for the year	$ (583,714)	$ (800,664)	$ (481,930)

Weighted average shares outstanding	87,467,288	87,809,166	88,336,654

Basic and diluted loss per share	$ (0.01)	$ (0.01)	$ (0.01)

SEE ACCOMPANYING NOTES

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CREATOR CAPITAL LIMITED

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

for the years ended December 31, 2008, 2007 and 2006

(Stated in US Dollars)


	Common Stock
	Number of		Contributed	Accumulated
	Shares	Amount	Surplus	Deficit	Total
				Restated – Note 18
Balance, January 1, 2006, as restated	90,795,037	$ 907,950	$ 63,133,654	$ (68,429,795)	$ (4,388,191)
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	-	-	-	(481,930)	(481,930)

Balance, December 31, 2006, as restated	88,053,365	880,534	63,356,903	(68,911,725)	(4,674,288)
Returned to Treasury – Note 6	(586,077)	(5,861)	5,861	-	-
Stock-based compensation – Note 8	-	-	320,395	-	320,395
Net loss	-	-	-	(800,664)	(800,664)

Balance, December 31, 2007, as restated	87,467,288	874,673	63,683,159	(69,712,389)	(5,154,557)
Net loss	-	-	-	(583,714)	(583,714)

Balance, December 31, 2008	87,467,288	$ 874,673	$ 63,683,159	$ (70,296,103)	$ (5,738,271)

SEE ACCOMPANYING NOTES

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CREATOR CAPITAL LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

for the years ended December 31, 2008, 2007 and 2006

(Stated in US Dollars)



	2008	2007	2006

Operating Activities
Net loss for the year	$ (583,714)	$ (800,664)	$ (481,930)
Reconciliation of net loss to net cash used in operating activities
Impairment of equipment	-	-	39,572
Interest accrual	1,109	-	-
Preferred stock dividends	425,131	390,028	357,824
Stock-based compensation	-	320,395	-
Changes in non-cash working capital items:
Receivables	(2,020)	(1,080)	4,000
Prepaid expenses	(529)	4,659	(5,000)
Accounts payable and accrued liabilities	167,643	80,506	61,667

	7,620	(6,156)	(23,867)

Financing Activities
Increase (decrease) in notes payable	(5,000)	1,186	1,787

Net increase (decrease) in cash	2,620	(4,970)	(22,080)

Cash, beginning of the year	7,305	12,275	34,355

Cash, end of the year	$ 9,925	$ 7,305	$ 12,275

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

Income taxes	$ -	$ -	$ -

Non-cash Transactions – Note 14

SEE ACCOMPANYING NOTES

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CREATOR CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2008, 2007 and 2006

(Stated in US Dollars)

Note 1

Nature of Operations and Ability to Continue as a Going Concern

Creator Capital Limited (the “Company”) is a Bermuda exempted company, which, in June 1997, changed its name from Sky Games International Ltd. to Interactive Entertainment Limited and on September 27, 2000 changed its name to Creator Capital Limited. The Company is publicly quoted on the Over the Counter Bulletin Board.

The Company is engaged in providing in-flight gaming and entertainment software and services by developing, implementing and operating or licensing computerized video gaming and other entertainment software on, but not limited to, the aircraft of international commercial air carriers. Gaming software is marketed using the name Sky Games ^® and the entertainment software is marketed using the name Sky Play^®.

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At December 31, 2008, the Company had not yet achieved profitable operations, has accumulated losses of $70,296,103 since its inception, has a working capital deficiency of $5,738,271 and expects to incur further losses in the development of its business, all of which casts substantial doubt about the C ompany’s ability to continue as a going concern. The Company will require additional financing in order to meet its ongoing levels of corporate overhead and discharge its liabilities as they come due. While the Company has been successful in securing financings in the past, there is no assurance that it will be able to do so in the future, particularly in light of current global economic conditions. Accordingly, these financial statements do not give effect to adjustments, if any, that would be necessary should the Company be unable to continue as a going concern. If the going concern assumption was not used then the adjustments required to report the Company’s assets and liabilities on a liquidation basis could be material to these financial statements.

Note 2

Summary of Significant Accounting Policies

The consolidated financial statements of the Company have been prepared in accordance with Canadian generally accepted accounting principles and are stated in US dollars. Differences with respect to accounting principles generally accepted in the United States of America are described in Note 19. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates, which have been made using careful judgment. Actual results may differ from these estimates.

The consolidated financial statements have, in management’s opinion, been properly prepared within the framework of the significant accounting policies summarized below:

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries:

Creator Capital (Nevada) Inc. (a Nevada corporation); and Creator Island Equities Inc. (a British Columbia corporation).

The subsidiary companies are inactive. All inter-company balances and transactions have been eliminated on consolidation.

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Note 2

Summary of Significant Accounting Policies – (cont’d)

Equipment

Equipment is recorded at cost. Equipment is amortized over its estimated useful life using the following methods:

Computer equipment

3 years straight-line

Furniture

5 years straight-line

Website

8 years straight-line

Additions are amortized at one-half rate during the year of acquisition.

Income taxes

The Company accounts for income taxes using the asset and liability method. Under this method, future income tax assets and liabilities are determined based on temporary differences between the accounting basis and the tax basis of assets and liabilities. These temporary differences are measured using substantively enacted income tax rates. Future tax benefits are recognized to the extent that realization of such benefits is considered more likely than not. Future income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment or substantive enactment.

Basic and Diluted Loss Per Share

Basic loss per share is computed by dividing the loss for the year by the weighted average number of common shares outstanding during the year. Diluted loss per share reflects the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method. For the years ended December 31, 2008, 2007 and 2006 potentially dilutive common shares (relating to stock options) totaling 7,370,000 (2007: 7,380,000; 2006: 440,000) were not included in the computation of loss per share because their effect was anti-dilutive.

The Company recognizes revenues when the following criteria are met: persuasive evidence of an agreement exists, delivery has occurred, the price to the buyer is fixed and determinable and collectibility is reasonably assured. Revenue for Sky Play is recognized each month for a license fee on a per-game usage basis as the above criteria have been met.

Foreign Currency Translation

The Company’s functional currency is the United States dollar. Monetary assets and liabilities are translated into the functional currency at the exchange rate in effect at the end of the year. Non-monetary assets and liabilities are translated at the exchange rate prevailing when the assets were acquired or liabilities assumed. Revenues and expenses are translated at the average rate which approximates the rate of exchange on the transaction date. All exchange gains and losses are included in the determination of net loss for the year.

Stock-based Compensation

The Company accounts for all stock-based payments and awards under the fair value based method.

Under the fair value based method, stock-based payments to non-employees are measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measurable. The fair value of stock-based payments to non-employees is periodically re-measured until counterparty performance is complete, and any change therein is recognized over the vesting period of the award and in the same manner as if the Company had paid cash instead of paying with or using equity instruments. The cost of stock-based payments to non-employees that are fully vested and non-forfeitable at the grant date is measured and recognized at that date.

Compensation cost attributable to awards to employees is measured at fair value at the grant date and recognized over the vesting period. Compensation cost is generally recognized on a straight-line basis over the vesting period.

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Note 2

Summary of Significant Accounting Policies – (cont’d)

Stock-based Compensation – (cont’d)

The Company uses the Black-Scholes option pricing model to estimate the fair value of share purchase options at the date of grant. Option pricing models require the input of highly subjective assumptions, including the expected price volatility. Changes in these assumptions can materially affect the fair value estimate and, therefore, the existing models do not necessarily provide a reliable single measure of the fair value of the Company’s share purchase options.

Impairment of Long-lived Assets

The Company assesses the impairment of long-lived assets, which consist of equipment, whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of a long-lived asset is then determined by a comparison of the carrying value of the asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the amount of the impairment is measured by the amount by which the carrying amount of the asset exceeds its fair value. Management believes that impairment provisions have been adequately provided on the Company’s long-lived assets as at December 31, 2008 and 2007.

Financial Instruments

All financial instruments are classified into one of five categories: held-for-trading, held-to-maturity investments, loans and receivables, available-for-sale financial assets, or other financial liabilities. All financial instruments and derivatives are measured on the trade date at fair value upon initial recognition. Subsequent measurement depends on the initial classification of the instrument. Held-for-trading financial assets are measured at fair value, with changes in fair value recorded in net income. Available-for-sale financial assets are measured at fair value, with changes in fair value recorded in other comprehensive income until the instrument is derecognized or impaired. Loans and receivables, held-to-maturity investments and other financial liabilities are measured at amortize d cost. All derivative instruments, including embedded derivatives, are recorded in the balance sheet at fair value unless they qualify for the normal sales and purchases exemption. Changes in the fair value of derivatives that are not exempt are recorded in the statement of operations. Transaction costs on the acquisition of financial assets and liabilities that are classified as other than held-for-trading are expensed.

The Company has made the following designations of its financial instruments: cash as held-for-trading; receivables as loans and receivables; and accounts payable and accrued liabilities, notes payable and preferred shares as other financial liabilities.

New Accounting Standards

Capital Disclosures

Section 1535 specifies the disclosure of (i) an entity’s objectives, policies and processes for managing capital; (ii) quantitative data about what the entity regards as capital; (iii) whether the entity has complied with any capital requirements; and (iv) if it has not complied, the consequences of such non-compliance. This new disclosure is summarized in Note 15.

ii)

Financial Instruments

The new Sections 3862 and 3863 replace Handbook Section 3861, Financial Instruments – Disclosure and Presentation, revising and enhancing its disclosure requirements, and carrying forward unchanged its presentation requirements. These new sections place increased emphasis on disclosures about the nature and extent of risks arising from financial instruments and how the entity manages those risks. Note 16 provides the required disclosure under this new accounting standard.

iii)

Going concern

Effective January 1, 2008, the Company adopted the amendments to the guidelines of CICA Handbook Section 1400, General Standards of Financial Statement Presentation. The Canadian Accounting Standards Board amended Section 1400, to include requirements for management to assess and disclose an entity’s ability to continue as a going concern. The adoption of this Section resulted in no disclosure changes to the financial statements.

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Note 2

Summary of Significant Accounting Policies – (cont’d)

Future Accounting Changes

Financial Statement Concepts

CICA Handbook section 1000 has been amended to focus on the capitalization of costs that meet the definition of an asset and de-emphasizes the matching principle. The revised requirements are effective for annual and interim financial statements relating to fiscal years beginning on or after October 1, 2008. Accordingly, the Company will adopt the new standards for its fiscal year beginning January 1, 2009. The Company is currently evaluating the impact of the adoption of this change on its financial statements.

ii)

Goodwill and Intangible Assets

The Canadian Accounting Standards Board (“AcSB”) issued CICA Handbook Section 3064 which replaces Section 3062, Goodwill and Other Intangible Assets, and Section 3450, Research and Development Costs. This new section establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets. Standards concerning goodwill remain unchanged from the standards included in the previous Section 3062. The section applies to interim and annual financial statements relating to fiscal years beginning on or after October 1, 2008. Accordingly, the Company will adopt the new standards for its fiscal year beginning January 1, 2009. The Company is currently evaluating the impact of the adoption of this new Section on its financial statements.

iii)

International Financial Reporting Standards (“IFRS”)

In 2006, AcSB published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of Canadian GAAP with IFRS over an expected five year transitional period. In February 2008, the AcSB announced that 2011 is the changeover date for publicly-listed companies to use IFRS, replacing Canada’s own GAAP. The date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The transition date of January 1, 2011 will require the restatement for comparative purposes of amounts reported by the Company for the year ended December 31, 2011. While the Company has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time.

Note 3

Equipment


	2008
		Accumulated
	Cost	Amortization	Net

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

	$ 505,493	$ 505,493	$ -


	2007
		Accumulated
	Cost	Amortization	Net

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

	$ 505,493	$ 505,493	$ -

During the year ended December 31, 2006, the Company determined that the website was impaired and recorded an impairment loss of $39,572, which was included in operations. During 2008, management determined that the value of all capital assets was impaired and wrote their value down to $Nil. As these assets were fully amortized, the write down had no impact on the consolidated statement of operations.

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Note 4

Notes Payable


	2008	2007

Unsecured, bearing interest at 2.65% (2007: 3.18%), being the average 1-year Treasury yield rate	$ 47,680	$ 46,571
Unsecured and non-interest bearing	41,000	46,000

	$ 88,680	$ 92,571

These notes are past due and, consequently, are classified as current liabilities.

Note 5

Preferred Shares


		Restated
		– Note 18
	2008	2007

Preferred shares	$ 2,237,443	$ 2,237,443
Accrued dividend payable	2,910,921	2,485,790

	$ 5,148,364	$ 4,723,233

In 1997, the Company exchanged a promissory note in the amount of $2,737,443 for 2,737 Class A preference shares at $1,000 per share. The Class A Preferred shares are non-voting and are convertible at any time into common shares at the option of the holder. The number of common shares will be determined by dividing $1,000 per share of Class A Preferred shares, plus any accrued and unpaid dividends thereon by a conversion price equal to 60% of the market price of the common shares at the time of conversion. Dividends on the Class A Preferred shares compounding, are cumulative and are payable quarterly at an annual dividend rate of 9%. The Company is not required to redeem the Class A Preferred shares, however it may, at its option, redeem the Class A Preferred shares, in whole or in part, at any time at a redemption price of $1,000 p er share plus any accrued and unpaid dividends thereon.

The shares include a "make whole" clause such that if the aggregate value of:

the common shares issued on conversion (at the market price upon conversion),

the common shares issuable upon further potential conversions (at the prevailing market price),

the proceeds of any redemptions received on preferred shares, and

the proceeds received from the sale of common shares issued on conversion

is less than the redemption amount of the preferred shares, the Company is obligated to either:

issue additional common shares, or

to repurchase all common shares and preferred shares previously issued to the holder for an amount equal to the redemption value of the preferred shares less any prior redemption proceeds.

Accordingly, the preferred shares have been reflected as liabilities in these financial statements.

In 1998, the Company redeemed 500 of the Class A preference shares at their redemption price of $1,000 per share. As of December 31, 2008 and 2007, 2,237 Class A Preferred stock remained outstanding.

The Company presents the preferred shares in accordance with CICA 3860 – “Financial Instrument – Disclosure and Presentation” The instrument meets the definition of a financial liability because the Company has the contractual obligation to either deliver a fixed amount or settle the obligation by delivering a variable number of its own equity instrument.

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Note 6

Capital Stock

On February 13, 2006, 3,525,000 common shares held in escrow by the Company’s transfer agent were returned to Treasury. No common shares were held in escrow in the years ended December 31, 2008 and 2007.

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 and one share purchase warrant entitling the holder to acquire 1,000,000 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, the Company 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 common shares to be earned-out based upon the same formula as the acquisition s ecurities were to be issued. With the failure of the share purchase agreement, the finder’s fee also became null and void.

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 $74,833.

On August 7, 2007, 586,077 shares were returned to the treasury. The shares were originally issued to the Company’s consultant as consideration of the consulting services in 1997; however, the agreement was never operational and the consultant offered to annul the consulting agreement and return the shares to the Company for cancellation.

Note 7

Stock Options

The following table summarizes the stock options outstanding at December 31, 2008:


Number		Number
Outstanding	Price	Exercisable	Expiry Date

40,000	$0.14	40,000	September 10, 2009
380,000	$0.50	380,000	September 10, 2009
3,950,000	$0.25	3,950,000	April 6, 2012
3,000,000	$0.25	3,000,000	April 6, 2013

7,370,000		7,370,000

A summary of the Company’s stock option activity and related information as follows:


	2008		2007		2006
		Weighted		Weighted		Weighted
		Average		Average		Average
	Number of	Exercise	Number of	Exercise	Number of	Exercise
	Options	Price	Options	Price	Options	Price

Outstanding, beginning of the year	7,380,000	$0.27	440,000	$0.59	950,000	$0.50
Expired	(10,000)	$2.50	(10,000)	$3.69	(510,000)	$0.42
Granted	-	$ -	6,950,000	$0.25	-	$ -
Outstanding and exercisable, end of the year	7,370,000	$0.26	7,380,000	$0.27	440,000	$0.59

By agreements dated April 6, 2007, the Company granted 6,950,000 stock options to directors, officers and consultants of the Company entitling the holders thereof the right to purchase one common share of the Company for each option held at $0.25 per share. The stock options vested on the grant date of April 6, 2007 and expire on April 6, 2012 (3,950,000 options) and April 6, 2013 (3,000,000 options).

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Note 8

Stock-based Compensation

During the year ended December 31, 2008, the Company recorded stock-based compensation of $nil (2007: $320,395 of which $242,025 has been allocated to consulting fees and $78,370 to general and administrative expenses; 2006: $nil).

The fair value of the stock options granted during the year ended December 31, 2007 was estimated using the Black-Scholes option valuation model with the following estimated assumptions:



	2007

Risk-free interest rate	3.43%
Dividend yield	0%
Volatility	184.36%
Expected life	5 years

The weighted average contractual life remaining of all stock options granted is 3.5 years. The share purchase options vest upon granting.

Note 9

Contingency

On November 27, 2006, the Company was named as a defendant in a lawsuit whereby the plaintiffs were claiming damages against the Company with respect to investments totaling $339,488 that the plaintiffs had invested in a California company affiliated with ETV that had no contractual relationship with the Company. The plaintiffs were seeking compensatory damages of $1,018,464 as well as related attorney’s fees. The Company filed a motion to dismiss for lack of personal jurisdiction during 2006.

On August 9, 2007, the court denied the Company’s motion to dismiss for the reason that the Company’s contacts with the State of Texas were sufficient for the court to assert specific personal jurisdiction over them.

On March 9, 2009, the case was called to trial before a jury. The jury heard the evidence and returned a verdict in favor of Creator Capital Ltd. The Plaintiffs were entitled to receive nothing from Creator Capital and the court has accepted the verdict of the jury. Creator Capital is in the process of presenting a judgment, which conforms to the verdict of the jury, to the Court for signature. After the judgement is signed, the Plaintiffs will have the opportunity to appeal.

Note 10

Income Taxes

A reconciliation of income taxes at statutory rates is as follows:


		2008		2007		2006
Loss before income taxes	$	(583,714)	$	(800,634)	$	(481,930)
Statutory income tax rate		31.00 %		34.12 %		34.12 %

Expected income tax recovery	$	181,000	$	273,000	$	164,000
Foreign income tax other than
Canadian statutory rate		(162,000)		(141,000)		(132,000)
Permanent differences		-		(109,000)		-
Effect of reduction in statutory rate		(2,000)		-		-
Net change in valuation allowance		(17,000)		(23,000)		(32,000)
Income tax recovery	$	-	$	-	$	-

The significant components of the Company’s future income tax assets are as follows:


		2008		2007
Non-capital losses carry forward	$	82,000	$	65,000
Less: valuation allowance		(82,000)		(65,000)
	$	-	$	-

The Company has recorded a valuation allowance against its future income tax assets based on the extent to which it is more-likely-than-not that sufficient taxable income will be realized during the carry-forward period to utilize all the future tax assets.

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Note 10

Income Taxes - (Cont’d)

As a Bermuda exempted company, the Company is not currently subject to income tax filing requirements in Bermuda. The Company currently maintains an office in Canada.

The Company has estimated accumulated non-capital losses of $316,000 which may be carried forward to reduce taxable income in future years. The non-capital losses expire in various amounts from 2024 to 2028. The Company has not filed tax returns in Canada and may be subject to interest and penalties.

Note 11

Related Party Transactions

The Company had the following transactions in the normal course of operations with directors and companies with common directors:


		2008		2007		2006

Accounting fees (1)	$	23,000	$	24,000	$	42,000
Consulting fees		42,000		42,000		52,029

	$	65,000	$	66,000	$	94,029

(1) Amount included in general and administrative expense account on the consolidated statement of operations.

These charges were measured at the exchange amount, being the amount agreed upon by the transacting parties.

Included in accounts payable and accrued liabilities at December 31, 2008 is $187,941 (2007: $109,231) owing to directors and companies with common directors with respect to unpaid fees and expenses.

Note 12

Economic Dependence

Revenue from significant customers for the years ended December 31, 2008, 2007 and 2006 is summarized as follows:


	2008	2007	2006

JALUX , Inc. (Japan Airlines)	% 89	% 89	% 87
Emirates Airlines	11	8	10

	% 99	% 97	% 97

Note 13

Segmented Information

Our chief operating decision maker reviews financial information presented on a consolidated basis, accompanied by geographic information about revenues by geographic region for purposes of making operating decisions and assessing financial performance. Accordingly, we have concluded that we have one reportable operating segment. Foreign revenues are based on the country in which the customer is located. The following is a summary of total revenues by geographic area for the years ended December 31, 2008, 2007, and 2006:


	2008	2007	2006

Asia	$ 48,930	$ 58,410	$ 48,000
Middle East	6,230	5,460	5,460

	$ 55,160	$ 63,870	$ 53,460

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Note 14

Non-cash Transactions

Investing and financing activities that do not have a direct impact on current cash flows are excluded from the statements of cash flows. During the year ended December 31, 2008, the Company recognized preferred share dividends payable of $425,131 (2007: $390,028; 2006: $357,824).

During the year ended December 31, 2006, the Company settled accounts payable of $121,000 and dividends payable of $74,833 by issuing 783,328 common shares of the Company.

These transactions have been excluded from the statements of cash flows.

Note 15

Management of Capital

The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern, to pursue the development of its business and to maintain a flexible capital structure which optimizes the cost of capital within a framework of acceptable risk. In the management of capital, the Company includes the components of stockholders’ deficiency and preferred shares.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may issue new shares, issue new debt, acquire or dispose of assets or adjust the amount of. As at December 31, 2008, the Company has not entered into any debt financing, except for short-term notes payable.

The Company is dependent on the capital markets and the existing sales to customers as its source of operating capital and the Company’s capital resources are largely determined by the strength of the airline market and by the status of the Company’s projects in relation to these markets, and its ability to compete for investor support of its projects. The Company’s primary target market includes the Asian and Pacific Rim airlines.

The Company is not subject to any external capital requirements.

Note 16

Financial Instruments

Foreign Exchange Risk

Foreign exchange risk is the risk that the fair value of future cash flows will fluctuate as a result of changes in foreign exchange rate. As at December 31, 2008, all of the Company’s cash is held in US dollars, the Company’s functional currency. The Company has no significant currency risk associated with its operations.

Credit Risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company’s cash and receivables are exposed to credit risk. The Company reduces its credit risk on cash by placing these instruments with institutions of high credit worthiness. The Company reduces its credit risk on accounts receivables by monitoring all accounts frequently. As at December 31, 2008 the Company is not exposed to any significant credit risk.

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Included in the loss for the period in the financial statements is interest income on US dollar cash. As at December 31, 2008, the Company’s cash is subject to or exposed to interest rate risk, however, this risk is not significant.

Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Company manages liquidity risk by maintaining sufficient cash balance to enable settlement of transactions on the due date. Accounts payable and accrued liabilities are current. The Company addresses its liquidity through equity financing obtained through the sale of common shares and the exercise of stock options.

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Note 17

Comparative Figures

Comparative figures have been reclassified, where applicable, to conform to the current year’s presentation.

Note 18

Correction of an Error

Pursuant to a review of prior financial statements, the Company determined that a balance of $175,875 payable in respect of dividends on its Class B preferred shares (which had been converted to common shares in prior years) since 1997 had not been correctly recorded. As a result, the balance of accrued dividends on the Class B preferred shares at December 31, 2007 has been retroactively increased by an amount of $175,875 in accounts payable and accrued liabilities and the deficit has increased by a corresponding amount.

Note 19

Differences Between Generally Accepted Accounting Principles in Canada and the United States of America

The consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”), which differ in certain material respects with those principles and practices that the Company would have followed had its financial statements been prepared in accordance with accounting principles and practices generally accepted in the United States of America (“US GAAP”). Material differences between Canadian and US GAAP and their effect on the Company’s financial statements are summarized below:

Balance Sheets


	2008	2007
		(Restated)

Total assets under Canadian and US GAAP	$ 19,728	$ 14,559

Total liabilities under Canadian GAAP	$ 5,757,999	$ 5,169,116

Preferred shares	(2,237,443)	(2,237,443)
Options to be settled for common shares in excess of the authorized share capital	5,298	291,808
Derivative liability	3,432,243	3,148,823

Total liabilities under US GAAP	6,958,097	6,372,304

Preferred shares	2,237,443	2,237,443

Total shareholders’ deficiency under Canadian GAAP	(5,738,271)	(5,154,557)
Increase in shareholders’ equity	(3,437,541)	(3,440,631)

Total shareholders’ deficiency under US GAAP	(9,175,812)	(8,595,188)

Total liabilities and equity under US GAAP	$ 19,728	$ 14,559

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Note 19

Differences Between Generally Accepted Accounting Principles in Canada and the United States of America – (cont’d)

Income Statements


	2008	2007	2006
		(Restated)	(Restated)
Net and comprehensive loss for the year under Canadian GAAP	$ (583,714)	$ (800,664)	$ (481,930)
Add: preferred stock dividend	425,131	390,028	357,824
Change in fair value of the outstanding share purchase options	286,510	52,975	(12,988)
Change in fair value of the derivative liability	(283,421)	(260,019)	(188,661)

Net and comprehensive income (loss)	$ (155,494)	$ (617,680)	$ (325,755)

Net and comprehensive income (loss)	$ (155,494)	$ (617,680)	$ (325,755)
Preferred stock dividends	(425,131)	(390,028)	(357,824)

Loss to common shareholders	$ (580,625)	$ (1,007,708)	$ (683,579)

Basic and diluted loss per share	$ (0.01)	$ (0.01)	$ (0.01)

Preferred Shares

Under Canadian GAAP, the Company’s Class A preferred shares and accrued dividends payable thereon are classified as a financial liability because the Company has the contractual obligation to either deliver a fixed amount or settle the obligation by delivering its own equity instrument. Under US GAAP, effective June 30, 2001, the Company was required to bifurcate the conversion feature of the preferred shares as a derivative liability pursuant to the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 133 “Accounting for Derivative Instruments and Hedging Activities” and Emerging Issues Task Force Issue No. 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock”. In accordance with these provisions, the Comp any calculated the fair value of the derivative liability as at June 30, 2001, the effective date of SFAS 133, and re-measured its fair value at each subsequent financial statement date with the changes in fair value recorded in the Company’s statement of operations. The discount resulting from bifurcating the derivative liability from the preferred shares was fully accreted by a charge to shareholders’ equity on the initial date of the measurement of the derivative liability

Under US GAAP, for financial statement presentation purposes, the balance of the preferred shares is reflected on the balance as temporary equity because the ability to issue common shares in the event of a preferred share conversion is not within the control the Company. Since the Company has no retained earnings, the dividends would be a charge to additional paid-in capital and not accumulated deficit under US GAAP. The dividend is included in the calculation of earnings (loss) per share.

Options to be settled for common shares in excess of the authorized share capital

Under Canadian GAAP, the Company records the fair value of its stock option grants as stock based compensation along with a corresponding increase to additional paid-in capital. Under US GAAP, pursuant to the provisions of EITF 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” and SEC Topic D-98, “Classification and Measurement of Redeemable Securities”, the Company is required to classify its outstanding stock options as liabilities, representing the fair value of the obligation should the Company be required to settle the exercise of options in cash for failure to have sufficient authorized common shares to issue. The fair value of the stock options is periodically re-measured at each financial statement date for the duration the options are outstanding. As a result, the Company has determined the fair value of the options at December 31, 2008 to be $5,298 (2007: $291,808).

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Note 19

Differences Between Generally Accepted Accounting Principles in Canada and the United States of America – (cont’d)

Restatement

The Company has effected a restatement of its financial results as at December 31, 2007 for the years ended December 31, 2007 and 2006.

The restatement was effected to correct an error in the Company’s calculation of derivative liability which arose from the conversion feature of the preferred shares under US GAAP. The effect of the recalculation on the Company’s consolidated balance sheet as at December 31, 2007 under US GAAP was to decrease derivative liability by $2,290,085, from $5,438,908 to $3,148,823 and a corresponding decrease in the accumulated deficit under US GAAP as at December 31, 2007 by the same amount.

The recalculation also increased (decreased) the change in fair value of the derivative liability in the statement of operations under US GAAP for the years ended December 31, 2007 and 2006 by $2,626,492 and $(660,663) respectively. As a result, the basic earnings (loss) per share under US GAAP for the years ended December 31, 2007 and 2006 changed from $(0.04) to $(0.01) and from $0.00 to $(0.01), respectively.

New United States of America Accounting Standards

Recently adopted accounting pronouncements

Recent Accounting Pronouncements Not Yet Adopted

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Note 19

Differences Between Generally Accepted Accounting Principles in Canada and the United States of America – (cont’d)

New United States of America Accounting Standards – (cont’d)

Recent Accounting Pronouncements Not Yet Adopted – (cont’d)

SFAS 141(R) requires companies to: (i) recognize, with certain exceptions, 100% of the fair values of assets acquired, liabilities assumed, and non-controlling interests in acquisitions of less than a 100% controlling interest when the acquisition constitutes a change in control of the acquired entity; (ii) measure acquirer shares issued in consideration for a business combination at fair value on the acquisition date; (iii) recognize contingent consideration arrangements at their acquisition-date fair values, with subsequent changes in fair value generally reflected in earnings; (iv) with certain exceptions, recognize pre-acquisition loss and gain contingencies at their acquisition-date fair values; (v) capitalize in-process research and development (“IPR&D”) assets acquired; (vi) expense, as incurred, acquisition-related transacti on costs; (vii) capitalize acquisition-related restructuring costs only if the criteria in SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities , are met as of the acquisition date; and (viii) recognize changes that result from a business combination transaction in an acquirer’s existing income tax valuation allowances and tax uncertainty accruals as adjustments to income tax expense. SFAS 141(R) is required to be adopted concurrently with SFAS 160 and is effective for business combination transactions for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company does not believe the adoption of these statements will have a material impact on significant acquisitions completed after January 1, 2009.

In May 2008, the FASB issued FSP No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”). FSP APB 14-1 applies to convertible debt instruments that, by their stated terms, may be settled in cash (or other assets) upon conversion, including partial cash settlement, unless the embedded conversion option is required to be separately accounted for as a derivative under SFAS 133. Convertible debt instruments within the scope of FSP APB 14-1 are not addressed by the existing APB 14. FSP APB 14-1 requires that the liability and equity components of convertible debt instruments within the scope of FSP APB 14-1 be separately accounted for in a manner that reflects the entity’s nonconvertible debt borrowing rate. This requires an allocation of the convertible debt proceeds between the liability component and the embedded conversion option (i.e., the equity component). The difference between the principal amount of the debt and the amount of the proceeds allocated to the liability component will be reported as a debt discount and subsequently amortized to earnings over the instrument’s expected life using the effective interest method. FSP APB 14-1 is effective for the Company’s fiscal year beginning January 1, 2009 and will be applied retrospectively to all periods presented. The Company is currently evaluating the effects of adopting FSP APB 14-1.

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Note 19

Differences Between Generally Accepted Accounting Principles in Canada and the United States of America – (cont’d)

In June 2009, the FASB issued SFAS No.168, “The ‘FASB Accounting Standards Codification’ and the Hierarchy of Generally Accepted Accounting Principles” (“SFAS 168”). SFAS 168 establishes the “FASB Accounting Standards Codification” (“Codification”), which officially launched July 1, 2009, to become the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. The subsequent issuances of new standards will be in the form of Accounting Standards Updates that will be included in the Codifica tion. Generally, the Codification is not expected to change U.S. GAAP. All other accounting literature excluded from the Codification will be considered non-authoritative. SFAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. We will adopt SFAS 168 for our quarter ending September 30, 2009. We are currently evaluating the effect on our financial statement disclosures as all future references to authoritative accounting literature will be references in accordance with the Codification.

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.)

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Exhibits - (Cont’d)


EXHIBIT	DESCRIPTION
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.)
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
12.1	302 Certification of Chief Executive Officer
12.2	302 Certification of Chief Financial Officer
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 10-K as Exhibit 12.13)
13.1	906 Certification of Chief Executive Officer
13.2	906 Certification of Chief Financial Officer

*Confidential treatment has been granted.

**Submitted herewith.

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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
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 31, 2005

REPORTS FILED ON FORM 6-K


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 30, 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
06.16	Dated November 27, 2006. Other events include Press Release dated November 22, 2006
06.17	Dated December 4, 2006. Other events include Press Release dated November 30, 2006
06.18	Dated December 11, 2006. Other events include Press Release dated December 6, 2006
07.01	Dated March 14, 2007. AGM Notice of 2006 Other events include dated March 14, 2007
07.02	Dated April 26, 2007. Quarterly Report (Amended) June 30, 2006 dated April 26, 2007
07.03	Dated May 15, 2007. Quarterly Report March 31, 2007 dated May 15, 2007
07.04	Dated August 14, 2007 Quarterly Report June 30, 2007 dated August 14, 2007
07.05	Dated November 16, 2007. Quarterly Report September 30, 2007 dated November 16, 2007
07.06	Dated December 17, 2007. AGM Notice of 2007 Other events include dated March 14, 2007
08.01	Dated May 13, 2008. Quarterly Report March 31, 2008 dated May 13, 2008
08.02	Dated July 1, 2008. Notification of late filing of Form 20F, dated June 30, 2008
08.03	Dated August 15, 2008 Quarterly Report June 30, 2008 dated August 14, 2008
08.04	Dated November 17, 2008. Quarterly Report September 30, 2008 dated November 17, 2008
09.01	Dated May 21, 2007. Quarterly Report March 31, 2008 dated May 20, 2008

CERTIFICATES


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

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SIGNATURES

The Company hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

Dated at Vancouver, British Columbia, this 14th day of August, 2009

CREATOR CAPITAL LIMITED

/s/ Deborah Fortescue-Merrin

Deborah Fortescue-Merrin

Title: Chairman & Director

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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: August 14, 2009

/s/ Deborah Fortescue-Merrin

Deborah Fortescue-Merrin

Chairman & Director

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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, 2008 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, 2008 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: August 14, 2009

/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.

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Positive
Negative
Uncertain
Constraining
Legalese
Litigious
Readability	8th grade Avg

Creator Capital (CTORF) Inactive 20-F2008 FY Annual report (foreign)

Content analysis