ANNEX C

AUDITED FINANCIAL STATEMENTS OF
STRATEGIC GAMING INVESTMENTS, INC.
AND THE ULTIMATE POKER LEAGUE, INC.

Beadle, McBride, Evans & Reeves, LLP 2285 Renaissance Drive
accountants and consultants Las Vegas, NV 89119
Tel. 702-597-0010
Fax. 702-597-2767

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT

To the Board of Directors
Strategic Gaming Investment, Inc.
6330 McLeod Drive
Las Vegas, NV 89120

We have audited the accompanying balance sheet of Strategic Gaming Investment,
Inc. (a Nevada Corporation in the development stage) as of September 30, 2005,
and the related statements of operations, changes in stockholders' equity and
cash flows for the period from inception of September 27, 2005 to September 30,
2005. 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 audit in accordance with generally auditing standards as
established by the Auditing Standards Board (United States) and in accordance
with auditing standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. The Company is not required to have, nor were we engaged
to perform, an audit of its internal controls over financial reporting. Our
audit included consideration of internal controls over financial reporting as a
basis for designing audit procedures that are appropriate in the circumstances,
but not for the purposes of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Strategic Gaming Investment,
Inc. as of September 30, 2005, and results of operations and cash flows for the
initial period from inception of September 27, 2005 to September 30, 2005 in
conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note1 to the
financial statements, the Company is in the development stage and currently
does not have any sources of revenue. These conditions raise substantial doubt
about its ability to remain as a going concern. Management's plans regarding
those matters are also described in Note 1. The financial statements do not
include any adjustments that might result from this uncertainty.

/s/Beadle, McBride, Evans & Reeves, LLP

Las Vegas, Nevada
October 27, 2005

STRATEGIC GAMING INVESTMENTS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET

Audited
As of
September 30, 2005
------------------

ASSETS

Current assets
Cash $ --
Total current assets --

Total assets $ --
=================
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
A/P & Accrued expenses -
-----------------
Total current liabilities --
-----------------
Total liabilities --

Stockholders' equity
Common stock; $.001 par value, 100,000
shares authorized, 71,500 shares
issued and outstanding 72
Additional paid-in capital 388
Accumulated (deficit) (460)
-----------------
Total stockholders' equity (0)
-----------------

Total liabilities and stockholders' equity $ (0)
=================

See Accompanying Notes to Financial Statements.

STRATEGIC GAMING INVESTMENTS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS

Audited
September 27, 2005
(Inception)
through
September 30, 2005
------------------

Revenue $ --

Operating expenses
General and administrative expenses 460

Total operating expenses 460
------------------
Loss from operations (460)

Other income (expenses):
Other expense -
Interest expense -
------------------
Total other income (expenses) --
------------------
Loss before provision for income taxes (460)
Provision for income taxes --
------------------
Net loss $ (460)
------------------

Basic and diluted loss per common share $ (0.01)
==================
Basic and diluted weighted average
common shares outstanding 71,500
==================

See Accompanying Notes to Financial Statements.

STRATEGIC GAMING INVESTMENTS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS

Audited
September 27, 2005
(Inception)
through
September 30, 2005
------------------

Cash flows from operating activities:
Net loss $ (460)
Adjustments to reconcile net loss to
net cash used by operating activities:
Changes in operating assets and liabilities: -
------------------
Net cash used by operating activities (460)

Cash flows from investing activities:
Purchase of property and equipment -
------------------
Net cash used by investing activities -

Cash flows from financing activities:
Advance from shareholder -
Proceeds from issuance of common stock 460
------------------
Net cash provided by financing activities 460
------------------

Net increase in cash (0)

Cash, beginning of period --
------------------
Cash, end of period $ (0)
==================

See Accompanying Notes to Financial Statements.

STRATEGIC GAMING INVESTMENTS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY

Common Stock Additional Total
---------------------- Paid-in Accumulated Stockholders'
Shares Amount Capital Deficit Equity
------ ------ ---------- ----------- ------------

Balance at September
27, 2005 (Date of Inception) 71,500 $ 72 $ 388 $ -- $ 460

Net loss -- -- -- (460) (460)
------ ------ ---------- ----------- ------------
Balance, September 30, 2005 71,500 $ 72 $ 388 $ (460) $ (0)
====== ====== ========== =========== ============

See Accompanying Notes to Financial Statements.

STRATEGIC GAMING INVESTMENTS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES

Description of business and history - Strategic Gaming Investments, Inc., a
Nevada corporation, (hereinafter referred to as the "Company" or "Strategic
Gaming Investments, Inc.") was incorporated in the State of Nevada on
September 27, 2005. The company plans to be in the business of gaming and
the entertainment and hospitality industries. The Company intends to create
a national poker tournament for amateur contestants to compete for a grand
prize. The Company operations has been limited to general administrative
operations and is considered a development stage company in accordance with
Statement of Financial Accounting Standards No. 7.

Management of Company - The company filed its articles of incorporation with
the Nevada Secretary of State on September 27, 2005, indicating Jason F.
Griffith as the incorporator.

The company filed its initial list of officers and directors with the Nevada
Secretary of State on September 27, 2005, indicating it's President as Larry
Schroeder and it's Secretary and Treasurer as Jason Griffith. The following
director was also indicated in this filing: Matthew Schultz.

Going concern - The Company incurred net losses of approximately $460 from
the period of September 27, 2005 (Date of Inception) through September 30,
2005 and has not commenced its operations, rather, still in the development
stages, raising substantial doubt about the Company's ability to continue as
a going concern. The Company will seek additional sources of capital
through the issuance of debt or equity financing, but there can be no
assurance the Company will be successful in accomplishing its objectives.

The ability of the Company to continue as a going concern is dependent on
additional sources of capital and the success of the Company's plan. The
financial statements do not include any adjustments that might be necessary
if the Company is unable to continue as a going concern.

Year end - The Company's year end is December 31.

Use of estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenue and expenses
during the reporting period. Actual results could differ from those
estimates.

Income taxes - The Company accounts for its income taxes in accordance with
Statement of Financial Accounting Standards No. 109, which requires
recognition of deferred tax assets and liabilities for future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and tax credit carry forwards. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected to be recovered
or settled. The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in operations in the period that includes the
enactment date.

Management feels the Company will have a net operating loss carryover to be
used for future years. Such losses may not be fully deductible due to the
significant amounts of non-cash service costs. The Company has established
a valuation allowance for the full tax benefit of the operating loss
carryovers due to the uncertainty regarding realization.

Net loss per common share - The Company computes net loss per share in
accordance with SFAS No. 128, Earnings per Share (SFAS 128) and SEC Staff
Accounting Bulletin No. 98 (SAB 98). Under the provisions of SFAS 128 and
SAB 98, basic net loss per share is computed by dividing the net loss
available to common stockholders for the period by the weighted average
number of shares of common stock outstanding during the period. The
calculation of diluted net loss per share gives effect to common stock
equivalents; however, potential common shares are excluded if their effect
is antidilutive. For the period from September 27, 2005 (Date of Inception)
through September 30, 2005, no options and warrants were excluded from the
computation of diluted earnings per share because their effect would be
antidilutive.

Concentration of risk - A significant amount of the Company's assets and
resources are dependent on the financial support of the shareholders, should
the shareholders determine to no longer finance the operations of the
company, it may be unlikely for the company to continue.

Revenue recognition - The Company has no revenues to date from its
operations. Once revenues are generated, management will establish a
revenue recognition policy.

Advertising costs - The Company recognizes advertising expenses in
accordance with Statement of Position 93-7 "Reporting on Advertising Costs."
Accordingly, the Company expenses the costs of producing advertisements at
the time production occurs, and expenses the costs of communicating
advertisements in the period in which the advertising space or airtime is
used. The Company has recorded no advertising costs for the period from
September 27, 2005, through September 30, 2005.

Legal Procedures - The Company is not aware of, nor is it involved in any
pending legal proceedings.

2. PROPERTY AND EQUIPMENT

As of September 30, 2005 the Company does not own any property and/or
equipment.

3. STOCKHOLDER'S EQUITY

The Company has 100,000 shares authorized and 71,500 issued and outstanding
as of September 30, 2005. The issued and outstanding shares were issued as
follows:

On September 27, 2005 the Company issued the following shares:

34,000 common shares, $0.001 par value stock, were issued to Larry
Schroeder, a Company founder.

30,000 common shares, $0.001 par value stock, were issued to S. Matthew
Schultz, a Company founder.

7,500 common shares, $0.001 par value stock, were issued to Jason F.
Griffith, a Company founder.

4. LOAN FROM STOCKHOLDER

As of September 30, 2005, the company had no shareholder loans.

5. RELATED PARTY TRANSACTIONS

As of September 30, 2005, there are no related party transactions between
the Company and any officers, which were not disclosed in Notes 3 & 4.

6. STOCK OPTIONS

As of September 30, 2005, the Company does not have any stock options
outstanding, nor does it have any written or verbal agreements for the
issuance or distribution of stock options at any point in the future.

7. LITIGATION

As of September 30, 2005, the Company is not aware of any current or pending
litigation which may affect the Company's operations.

Beadle, McBride, Evans & Reeves, LLP 2285 Renaissance Drive
accountants and consultants Las Vegas, NV 89119
Tel. 702-597-0010
Fax. 702-597-2767

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT

To the Board of Directors
The Ultimate Poker League, Inc
6600 Amelia Earhart Court, Suite B
Las Vegas, NV 89119

We have audited the accompanying balance sheet of The Ultimate Poker League,
Inc. (a Nevada Corporation in the development stage) as of September 30, 2005,
and the related statements of operations, changes in stockholders' equity and
cash flows for the period from inception of August 23, 2005 to September 30,
2005. 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.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Ultimate Poker League,
Inc. as of September 30, 2005, and results of operations and cash flows for the
initial period from inception of August 23, 2005 to September 30, 2005 in
conformity with U.S. generally accepted accounting principles.

/s/Beadle, McBride, Evans & Reeves, LLP

Las Vegas, Nevada
October 12, 2005

THE ULTIMATE POKER LEAGUE, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET

Audited
As of
September 30, 2005
------------------

ASSETS

Current assets
Cash $ 100
------------------
Total current assets 100

Intangible Assets, net of accumulated amortization 7,306
------------------

Total assets $ 7,406
==================

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Advance from related party 8,230
------------------
Total current liabilities 8,230
------------------

Total liabilities 8,230

Stockholders' (deficit)
Common stock; no par value; 100,000
shares authorized, 100,000 shares
issued and outstanding --
Additional paid-in capital 100
Accumulated (deficit) (924)
------------------
Total stockholders' (deficit) (824)
------------------

Total liabilities and stockholders' (deficit) $ 7,406
==================

See Accompanying Notes to Financial Statements.

THE ULTIMATE POKER LEAGUE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS

Audited
August 23, 2005
(Inception)
through
September 30, 2005
------------------

Revenue $ --

Operating expenses
General and Administrative 924
------------------
Total operating expenses 924
------------------
Loss from operations (924)

Other income (expenses):
Other expense -
Interest expense -
------------------
Total other income (expenses) --
------------------

Loss before provision for income taxes (924)
Provision for income taxes --
------------------
Net loss $ (924)
------------------

Basic and diluted loss per common share $ (0.01)
==================
Basic and diluted weighted average
common shares outstanding 100,000
==================

See Accompanying Notes to Financial Statements.

THE ULTIMATE POKER LEAGUE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS

Audited
August 23, 2005
(Inception)
through
September 30, 2005
------------------

Cash flows from operating activities:
Net loss $ (924)
Adjustments to reconcile net loss to
net cash used by operating activities:
Changes in operating assets and liabilities:
Depreciation and amortization 469
------------------
Net cash used by operating activities (455)

Cash flows from investing activities:
Purchase of Intangible Assets (7,775)
------------------
Net cash used by investing activities (7,775)

Cash flows from financing activities:
Advance from related party 8,230
Proceeds from issuance of common stock 100
------------------
Net cash provided by financing activities 8,330
------------------

Net increase in cash 100

Cash, beginning of period --
------------------

Cash, end of period $ 100
==================

See Accompanying Notes to Financial Statements.

THE ULTIMATE POKER LEAGUE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' DEFICIT

Common Stock Additional Total
---------------------- Paid-in Accumulated Stockholders'
Shares Amount Capital Deficit Equity
------- ------ ---------- ----------- ------------

Balance at August 23, 2005
(Date of inception) 100,000 $ -- $ 100 $ -- $ 100

Net loss -- -- -- (924) (924)
------- ------ ---------- ----------- ------------
Balance, September 30, 2005 -- $ - $ 100 $ (924) $ (924)
======= ====== ========== =========== ============

See Accompanying Notes to Financial Statements.

THE ULTIMATE POKER LEAGUE, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES

Description of business and history - The Ultimate Poker League, Inc., a
Nevada corporation, (hereinafter referred to as the "Company" or "The
Ultimate Poker League, Inc.") was incorporated in the State of Nevada on
August 23, 2005. The company plans to be in the business of gaming,
specializing in poker, and the entertainment and hospitality industries.
The company intends to create a national poker tournament for amateur
contestants to compete for a grand prize. Additionally, the Company hopes
to develop the tournament into a reality based television series. The
Company also intends to develop its website for the purpose of maintaining
its member base and informing the public. The Company operations has been
limited to general administrative operations and is considered a development
stage company in accordance with Statement of Financial Accounting Standards
No. 7.

Management of Company - The company filed its articles of incorporation with
the Nevada Secretary of State on August 23, 2005, indicating Larry Schroeder
as the incorporator.

The company filed its initial list of officers and directors with the Nevada
Secretary of State on September 19, 2005, indicating it's President as
Anthony Marsiglia and it's Secretary and Treasurer as Jason Griffith. The
following directors were also indicated in this filing: Donald Beck,
Benjamin Magee, Patrick Williams, and Anthony Marsiglia.

Going concern - The Company incurred net losses of approximately $924 from
the period of August 23, 2005 (Date of Inception) through September 30, 2005
and has not commenced its operations, rather, still in the development
stages, raising substantial doubt about the Company's ability to continue as
a going concern. The Company will seek additional sources of capital
through the issuance of debt or equity financing, but there can be no
assurance the Company will be successful in accomplishing its objectives.

Year end - The Company's year end is December 31.

Net loss per common share - The Company computes net loss per share in
accordance with SFAS No. 128, Earnings per Share (SFAS 128) and SEC Staff
Accounting Bulletin No. 98 (SAB 98). Under the provisions of SFAS 128 and
SAB 98, basic net loss per share is computed by dividing the net loss
available to common stockholders for the period by the weighted average
number of shares of common stock outstanding during the period. The
calculation of diluted net loss per share gives effect to common stock
equivalents; however, potential common shares are excluded if their effect
is antidilutive. For the period from August 23, 2005 (Date of Inception)
through September 30, 2005, no options and warrants were excluded from the
computation of diluted earnings per share because their effect would be
antidilutive.

Comprehensive income (loss) - The Company's bank account is located in Las
Vegas, Nevada, with funds in United States dollars. There have been no
comprehensive income or loss items as of September 30, 2005.

Revenue recognition - The Company has no revenues to date from its
operations. Once the revenue is generated, the company will recognize
revenues as the membership fees are paid and tournament fees are collected,
in accordance with the terms of our agreements.

Legal Procedures - As of September 30, 2005, the Company is not aware of any
current or pending litigation which may affect the Company's operations.

Intangible Assets - The Company has adopted SFAS No. 142, "Goodwill and
Other Intangible Assets", which requires that goodwill and other intangible
assets be valued and recorded when acquired and amortized over their
estimated useful life unless that that life is determined to be indefinite.
Intangible assets are required to be tested for impairment and impairment
losses, if any, shall be recorded.

As of September 30, 2005, the Company had $7,775 in intangible assets and
management has determined those assets to have finite useful lives. The
intangible assets that make up that amount include trademark rights of $275
(15-year estimated useful life) and website development cost of $7,500 (2-
year estimated useful life). Both are amortized using the straight-line
method.

2. PROPERTY AND EQUIPMENT

As of September 30, 2005 the Company does not own any property and/or
equipment.

3. STOCKHOLDER'S EQUITY

The Company has 100,000 shares authorized and 100,000 issued and outstanding
as of September 30, 2005. The issued and outstanding shares were issued as
follows:

On August 23, 2005 the Company issued the following shares:

50,000 common shares, no par, were issued to Anthony Marsiglia, a Company
founder.

20,000 common shares, no par, were issued to Donald Beck, a Company
founder.

15,000 common shares, no par, were issued to Benjamin Magee, a Company
founder.

10,000 common shares, no par, were issued to Patrick Williams, a Company
founder.

5,000 common shares, no par, were issued to John Padon, a Company
founder.

4. ADVANCE FROM STOCKHOLDER

As of September 30, 2005, the company has the following loans from
shareholders:

Anthony Marsiglia, the Company President, has loaned the company $7,830, in
the form of $7,500 in services for the Company website and $330 for
incorporation filing fees, this note is non interest bearing and has no due
date assigned to it.

Jason Griffith, the Company Secretary and Treasurer, has loaned the Company
$400, in the form of $125 for officer list filing fees and $275 for
trademark application fees, this note is non interest bearing and has no due
date assigned to it.

5. RELATED PARTY TRANSACTIONS

As of September 30, 2005, there were no other related party transactions
between the Company and any officers, which are not disclosed in Notes 3 and
4.

6. STOCK OPTIONS

7. SUBSEQUENT EVENTS

On September 29, 2005, the Company has entered into a 3 year lease with
Premier Loyalty Solutions, Inc. at $1,000 per month from August 2005 through
July 2008, at the address of 6600 Amelia Earheart Court, Suite B., Las
Vegas, NV 89119.