Bichostars Ltd – Financial statement 2011

REGISTRY 508?s 6 was" 1 1 JUL 2012 I aim: ~2Aus 2012 OF COMPANIES Bichostats Report and Financial Statements for the period 7 October 2010 to 31 December 2011 Company Registration Number: C50815

Contents Page Directors, Of?cers and other information 1 Report of the directors 2 3 Independent auditor?s report 4 5 Statement of comprehensive income 6 Statement of ?nancial position 7 Statement of changes in equity 8 Statement of cash ?ows 9 Notes to the ?nancial statements 10 19 Bichostars Report and Financial Statements for the period 7 October 2010 to 31 December 2011

Directors, Of?cers and other information Directors: Secretary: Registered Of?ce: Country of incorporation: Company Registration Number: Auditor: License Number: bit. Diego Ricardo Wasmosy Carrasco Mr. Ricardo Saud Mr. Herman}: Andrade Jr. Mr. Stephen Muscat hair. Diego Ricardo ?Wasmosy Carrasco 527, St. Paul?s Bay Street, St. Paul?s Bay, SPB3418 Malta. Malta 50815 PG Audit 203A, Old Bakery Street, Valletta VLT1453, Malta. LGJV CL3 655 2010 Bichustars Report and Financial Statements for the year ended 7 October 2010 to 31 December 2011 ?l

Report of the directors The directors present their report and the audited ?nancial statements for the period 7 October 2010 to 31 December 2011. Principal activities and business overview The company was formed on 7 October 2010 and was granted a license by the Lotteries and Gaming Authority (LGA) on 25 August 2011 as a class three remote gaming operator to carry on the business of online gaming in accordance with the provisions of the Remote Gaming Regulations. The company did not trade during the period under review and it is expected that it will commence trading in the foreseeable future. Results and dividends The loss for the period amounted to 59,360. The directors do not recommend the payment of a dividend and propose to transfer the loss for the period to reserves. Directors The following have served as directors of the company during the period under review: I?vfr. Diego Ricardo Wasmosy Carrasco Mr. Ricardo Sand Mr. Hermany Andrade Mr. Stephen Muscat (appointed on 15 February 2011) Mr. Ryan Azzopardi (resigned on 1 February 2011) In accordance with the corn any?s Articles of Association the resent directors are to remain in 3 of?ce. Statement of directors? responsibilities The Companies Act, 1995 requires the directors to prepare ?nancial statements for each ?nancial year which give a true and fair View of the state of affairs of the company as at the end of the ?nancial year and of the profit or loss of the company for that year. In preparing those ?nancial statements, the directors are required to: - adopt the going concern basis unless it is inappropriate to presume that the company will continue in business; - select suitable accounting policies and then apply them consistently; - make judgements and estimates that are reasonable and prudent; - account for income and charges relating to the accounting period on the accruals basis; - value separately the components of asset and liability items; and - report comparative ?gures corresponding to those of the preceding accounting period. . Bichostars 2 Report and Financial Statements for the year ended October 2010 to 31 December 2011

Report of the diamrtors writ Statement of directors? responsibilities (continued) The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the ?nancial position of the company and to enable them to ensure that the ?nancial statements have been properly prepared in accordance with the Companies Act, 1995. This responsibility includes designing, implementing and maintaining internal control relevant to the preparation and fair presentation of ?nancial statements that are free from material misstatement, whether due to fraud or error. The directors are also responsible for safeguarding the assets of the company and for taking reasonable steps for the prevention and detection of fraud and other irregularities. Auditor The auditor, FG Audit has intimated the willingness to continue in of?ce. Mr. Die Ricardo Sa Director Dir ctor Mr. Stephen Muscat Director 21 May 2012 Registered of?ce: 527, St. Paul?s Bay street, St. Paul?s Bay, SPB3418, Mitzi. Hichost'ars 3 Report and Financial bit-alemems for the year. ended {.lctoher 20'! to 3i December 2011

Independent Auditor?s report To the shareholders of Bichostars We have audited the accompanying ?nancial statements of Bichostars Ltd, which comprise the Statement of ?nancial position as at 31 December 2011, the statement of comprehensive income, statement of changes in equity and statement of cash ?ows for the period then ended, and a summary of signi?cant accounting policies and other explanatory notes. Directors? responsibility for the ?nancial statements The directors are responsible for the preparation and fair presentation of these ?nancial statements in accordance with International Financial Reporting Standards as adopted by the European Union. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of ?nancial statements that are free from material misstatements, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditor?s responsibility Our responsibility is to express an opinion on these ?nancial statements based on our audit. we conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the ?nancial statements are free of material misstatement- An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the ?nancial statements. The procedures selected depend on our judgement, including the assessment of the risks of material misstatement of the ?nancial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity? 8 preparation and fair presentation of the ?nancial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity? 3 internal control. An audit also includes evaluating the appropriateness of accounting principles used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the ?nancial statements. We believe that the audit evidence we have obtained is suf?cient and appropriate to provide a basis for our opinion. Bichostars 4 Report and Financial Statements for the year ended 7 October 2010 to 31 December 2011

Independent Auditor?s report (continued) Opinion In our opinion, the ?nancial statements give a true and fair View of the state of affairs of the company as at 31 December 2011 and of its loss, changes in equity and cash flows for the period then ended in accordance with International Financial Reporting Standards as adopted by the European Union and have been properly prepared in accordance with the Maltese Companies Act (Chap.386). Without qualifying our opinion, we draw your attention to the disclosures made in note 4 to the ?nancial statements concerning the company?s financial position. The ?nancial statements have been prepared on the going concern basis, the validity of which depends on the continuing ?nancial support of the company?s parent company and ultimate shareholders. FG Audit Registered Auditor 203A, Old Bakery Street, Valletta, VLT1453 Malta. 21 May 2012 The firm is registered as a limited liability company of Certified Public .--\ccountants in terms of the Profession A list of principals of the ?rm is available at Elli-N, Old Baker}! Street, Valletta, Malta. Bichostars 5 Report and Financial Statements for the year ended 7 October 2010 to 31 December 2011

Bichostars Statement of comprehensive income 2011 Notes '8 Administrative and other expenses (59,379] Finance income 6 19 Loss for the period 7 (59,360) 6 Report and Financial Statements for the year ended 7? October 2010 to 31 December 2011

is a 3.. is its; Statement of ?nancial position as at 31 December 2011. ASSETS 201 1 Notes Non-current assets Property, plant and equipment 9 1,875 Loan receivable 10 33,766 35,641 Current assets Trade and other receivables 11 4,780 Cash and cash equivalents 12 521 5,301 Total assets 40,942 EQUITY AND LIABILITIES Equity Called-up, issued share capital 13 40,000 Retained earnings (59,360) De?ciency (19,360) Non-current liabilities Other ?nancial liabilities 14 46,284 Current liabilities Trade and other payables 15 14,018 Total liabilities 60,302 Total equity and liabilities 40,942 The ?nancial statements on pages 6 to 19 were approved, authorised issue and signed by the directors on 21 May 2012. Mr. 'cardo and Dire tor r. Stephen Muscat Director Biclms?rm?s lid 7 Report and Hmmcisl Statements for the. year ended 7? (fictobct 2010 to 31 December 2011

Bichostars Statement of changes in equity Called-up issued share capital Issue of share capital 40,000 Loss for the period - At 31 December 2011 40,000 Accumulated losses (59,360) (59,350) Total 40,000 (59,360) (19,360) Bichostars Report and Financial Statements for the year ended 7 October 2010 to 31 December 2011

Bichostars Statement of cash ?ows Note 201 1 Operating activities Loss for the period (59,360) Adjustments for: . . Depreciation . 625 Unrealised difference on exchange (5) Operating loss before working capital changes (58,740) Movement in debtors (4,780) Movement in creditors 14,018 Net cash absorbed by operating activities (49,502) Net cash absorbed by investing activities Payments to acquire items of property, plant and equipment (2,500) Financing activities Issue of share capital 40,000 Advances to parent company (33,766) Advances by related parties 46,284 Net cash generated from ?nancing activities 52,518 Reconciliation of net cash ?ow to movement in net funds: Net movement in cash and cash equivalents 516 Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period before the effects of foreign exchange rate changes 516 Effects of foreign exchange rate changes 5 Cash and cash equivalents at end of year after the effect of foreign exchange rate changes 12 521 Bichostars 9 Report and Financial Statements for the year ended 7 October 2010 to 31 l)ecembcr 2011

Bichostars Notes to the ?nancial statements 1 Nature of operations The company is licensed by the lotteries and Gaming Authority (LGA) as a class three remote gaming licensee to carry on the business of online gaming in accordance with the provisions of the Remote Gaming Regulations. 2 General information Bichostars Ltd, a private limited liability company, is incorporated and domiciled in Malta. The company's registered of?ce is 527, St. Paul?s Bay Street, St. Paul?s Bay, SPB3418. The ?nancial statements of the company have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and as adopted by the European Union, and in accordance with the Companies Act, 1995. The use of International Financial Reporting Standards (IFRS) as adopted by the European Union creates no signi?cant departure in these ?nancial statements from presentation according to International Financial Reporting Standards. The ?nancial statements are presented in Euro which is the functional currency of the company. 3 Adoption of International Financial Reporting Standards At the date of authorisation of the ?nancial statements the following Standards and Interpretations were in issue but not yet effective: IFRS 9 Fz'izamraz Ciai'rz?mtioa and iMeararameaf IFRS 9 as issued re?ects the first phase of the IASBs work on the replacement of IAS 39 and applies to classi?cation and measurement of financial assets as de?ned in IAS 39. The standard is effective for annual periods beginning on or after 1 January 2013. In subsequent phases, the will address classi?cation and measurement of ?nancial liabilities, hedge accounting and de?recognition. The completion of this project is expected in early 2011. The adoption of the ?rst phase of IFRS 9 will have an effect on the classi?cation and measurement of the company?s financial assets. The company will quantify the effect in conjunction with the other phases, when issued, to present a comprehensive picture. There have been no instances of early adoption of Standards and Interpretations ahead of their effective date. The directors anticipate that the adoption of International Financial Reporting Standards, as adopted by the EU, that were in issue at the date of authorisation of these ?nancial statements but not yet effective, as explained above, will have no material impact on the company?s ?nancial statements in the period of initial application. Bichostars ?10 Report and Financial Statements for the year ended 7 October 2010 to 31 December 2011

Notes to the ?nancial statements (continued) 4 Going concern The ?nancial statements have been prepared on a going concern basis. At balance sheet date the company had net liabilities and net current liabilities of ?19,360 and ?8,717 respectively. Thus, there is a material uncertainty that may cast signi?cant doubt on the entity?s ability to continue as a going concern and, therefore, the company may be unable to realize its assets and discharge its liabilities in the normal course of business. The directors have, however, obtained assurances from the parent company and ultimate shareholders that the latter will continue to provide ?nancial support to enable the company to meet its liabilities as they fall due. Based on the foregoing the directors believe that it remains appropriate to prepare the ?nancial statements on a going concern basis. 5 Summary of accounting policies The signi?cant accounting policies that have been used in the preparation of these ?nancial statements are summarised below. The ?nancial statements have been prepared using the measurement bases speci?ed by IFRS for each type of asset, liability, income and expense. The measurement bases are more fully described in the accounting policies below. The preparation of ?nancial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and. various other factors that are believed to be reasonable and reliable in the circumstances, the results of which form the basis of making the judgements about carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of revision and future periods if the revision affects both current and future periods. In the opinion of the directors, the accounting estimates and judgements made in the course of preparing these ?nancial statements are not dif?cult, subjective or complex to a degree which would warrant their description as critical in terms of the requirements of IAS 1 (revised). Income and expense recognition The company? revenue is stated net of related payouts and charge backs. Interest receivable is recognised on an accruals basis. Operating expenses are recognised in the income statement upon utilisation of the service or at the date of their origin. Bichostars 11 Report and Financial Statements for the year ended 7 October 2010 to 31 December 201']

Notes to the ?nancial statements (continued) 5 Summary of accounting policies (continued) Foreign currency translation Foreign currency transactions are translated into the functional currency of the company using the exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign exchange gains and losses resulting from the settlement of such transactions and from the remeasurement of monetary balance sheet items at year?end exchange rates are recognised in the income statement. Property, plant and equipment Items of property, plant and equipment are carried at acquisition cost less subsequent depreciation and impairment losses. Depreciation is calculated using the straight line method to write off the cost or valuation of the assets over their estimated useful lives on the following bases: Computer equipment 25 Impairment testing of assets For the purposes of assessing impairment, assets are grouped 'at the lowest levels for which there are largely independent cash inflows (cash?generating units). As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level. All individual assets or cash-generating units are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset?s or cash?generating unit?s carrying amount exceeds its recoverable amount. The recoverable amount is the greater of its fair value less costs to sell and its value in use. To determine the value in use, the company?s management estimates expected future cash ?ows from each cash'generating unit and determines a suitable interest rate in order to calculate the present value of those cash ?ows. Discount factors are determined individually for each cash-generating unit and reflect their respective risk pro?les as assessed by the company?s management. Impairment losses are recognised immediately in pro?t or loss. Impairmmt losses for cash? generating units are charged pro rata to the assets in the cash?generating unit- All assets are subsequently reassessed for indications that an impairment loss previously recognised may no longer exist. An impairment charge that has been recognised is reversed if the cash generating unit?s recoverable amount exceeds its carrying amount. An impairment loss is reversed only to the extent that the asset?s carrying amount does not exceed the carrying amount that would have been determined net of depreciation or amortisation, if no impairment loss had been recognised. Bichostars 12 Report and Financial Statements for the year ended 7 October 2010 to 31 December 2011

Notes to the ?nancial statements (continued) 5 Summary of accounting policies (continued) Financial assets The company?s ?nancial assets other than cash and cash equivalents fall into the category of loans and receivables. A summary of ?nancial assets by category is given in note 17.5. Loans and receivables are non-derivative ?nancial assets with ?xed or determinable payments that are not quoted in an active market. These are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. Discounting however, is omitted where the effect of discounting is immaterial. A provision for impairment of loans and receivables is established when here is objective evidence that the company will not be able to collect all amounts due according to the original terms of receivables. Loans and receivables are considered for impairment on a case-by?case basis and the provision is based on management?s assessment of the amount recoverable on each receivable. Any change in the value of loans and receivables is recognised in profit or loss. Income taxes Current income tax assets andg? or liabilities comprise those obligations to, or claims from, ?scal authorities relating to the current or prior reporting period, that are unpaid at the end of the reporting period. Deferred income taxes are calculated using the liability method on temporary differences. Deferred tax is generally provided on the difference between the carrying amounts of assets and liabilities and their tax bases. In addition, tax losses available to be carried forward as well as other income tax credits are assessed for recognition as deferred tax assets. Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the end of the reporting period. Deferred tax liabilities are always provided for in full. Deferred tax assets are recognised to the extent that it is probable that they will be able to be offset against future taxable income. The company?s management bases its assessment of the probability of future taxable income on the company's latest approved budget forecast, which is adjusted for signi?cant non- taxable income and expenses and speci?c limits to the use of any unused tax loss or credit. If a positive forecast of taxable income indicates the probable use of a deferred tax asset, that deferred tax asset is recognised in full. Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the income statement, except where they relate to items that are charged or credited directly to equity in which case the related deferred tax is also charged or credited directly to equity. Bichostars 13 Report and Financial Statements for the year ended 7 October 2010 to 31 December 2011

Notes to the ?nancial statements (continued) 5 Summary of accounting policies (continued) Cash and cash equivalents For the purposes of the statement of cash flows, cash and cash equivalents comprise cash in hand, balances at bank and balances held on payment gateways. Equity and dividend payments Share capital is determined using the called-up value of shares that have been issued. Dividend distributions payable to equity shareholders are included with short term ?nancial liabilities when the dividends are approved in the general meeting prior to the end of the reporting period. Financial liabilities The company's ?nancial liabilities include borrowings and trade and other payables, which are measured at amortised cost using the effective interest rate method. A summary of the company?s ?nancial liabilities by category is given in note 17.5. Financial liabilities are recognised when the company becomes a party to the contractual agreements of the instrument. All interest?related charges and, if applicable, changes in an ins trument's fair value that are reported in pro?t or loss are included in the income statement. 6 Finance income The following amounts have been included in the income statement line for the reporting period presented: 2011 Bank interest receivable 14 Unrealised difference on exchange 5 l9 7 Loss for the period 2011 Loss for the period is stated after charging. Depreciation 625 Auditor?s remuneration 1,770 8 Taxation No provision has been made for Malta Income Tax in view of the tax losses incurred by the company. Bichostars 14 Report and Financial Statements for the year ended 7 October 2010 to 31 December 2011

Notes to the ?nancial statements (continued) 9 Property, plant and equipment Computer Total equipment '3 Cost Additions/ at 31 December 2011 2,500 2,500 Depreciation Charge for the year at 31 December 2011 (625) (625) Carrying amounts Balance at 31 December 2011 1,875 1,875 10 Loan receivable 2011 Amounts due by parent compan}r 33,766 The carrying value of loan receivable is considered to be a reasonable approximation of fair value. Loan receivable is unsecured, interest free and has no ?xed date for repayment. 11 Trade and other receivables 2011 Prepayments and advance payments 4,780 12 Cash and cash equivalents Cash and cash equivalents include the following components: 2011 Cash at bank 521 Cash and cash equivalents in the statement of ?nancial position 521 Cash and cash equivalents in the statement of cash ?ows 521 Rich ostars 15 Report and [financial Statements for the year ended 7 October 2010 to 31 December 2011

Notes to the ?nancial statements (continued) 13 14 16 Called-up issued share capital 2011 ?ll?thou'?ll 40,000 ordinary shares of?1 each 40,000 Called?up issued and fully paid up 40,000 ordinary shares of ?1 each 40,000 The share capital of Bichostars consists of ordinary shares with a par value of All ordinary shares are equally eligible to receive dividends and the repayment of capital and represent one vote at the shareholders? meetings of Bichostars Ltd. Other ?nancial liabilities 201 1 between 2 and fjeara?: Amounts due to related parties 46,284 Amounts due to related parties are unsecured, interest free and have no ?xed date for repayment. Trade and other payables 2011 Accruals - 10,035 Other creditors 3,983 14,018 Short-term ?nancial liabilities are carried at their nominal value which is considered to be a reasonable approximation of fair value. Related party transactions The company?s related parties consist of its parent company and companies under common control. Unless otherwise stated, none of the transactions incorporate special terms and conditions and no guarantee was given or received, except as disclosed in notes 10 and 14. Outstanding balances are usually settled in cash. Balances with related parties are disclosed in notes 10 and 14. Transactions with related parties There were no transactions with related parties during the period under review. Bichostars 16 Report and Financial Statements for the year ended 7 October 2010 to 31 December 2011

Notes to the ?nancial statements (continued) 16 17 Related party transactions (continued) Transactions with key management personnel There were no transactions with key management personnel during the period under review. Risk management objectives and policies The company is exposed to market risk, credit risk and liquidity risk through its use of ?nancial instruments, which result from its operating activities. The company's risk management is coordinated by the directors and focuses on actively securing the company's short to medium term cash ?ows by minimising the exposure to ?nancial risks. The most signi?cant ?nancial risks to which the company is exposed to are described below. 17.1 Foreign currency risk The company transacts business in Euro and had no signi?cant foreign currency denominated ?nancial assets and liabilities at the end of the ?nancial reporting period under review. Consequently the company?s exposure to foreign currency risk is considered negligible. 17.2 Interest rate risk The company?s exposure to interest rate risk is limited since its borrowings do not carry any interest charge. 17.3 Credit risk The company?s exposure to credit risk is limited to the carrying amount of ?nancial assets recognised at the end of the reporting period, as summarised below: 2011 Classes of ?nancial assets carrying amounts Loan receivable 33,766 Cash and cash equivalents 521 34,287 The company continuously monitors defaults of customers and other counterparties, identi?ed either individually or by group, and incorporates this information into its credit risk controls. In respect of trade and other receivables, the company is not exposed to any signi?cant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. The credit risk for liquid funds is considered negligible, since the counterparties are reputable banks with high quality external credit ratings. Bichostars 17 Report and Financial Statements for the year ended 7 October 2010 to 31 December 2011

Notes to the ?nancial statements (continued) 17 17.5 Risk management objectives and policies (continued) 17.4 Liquidity risk The company?s exposure to liquidity risk arises from its obligations to meet its ?nancial liabilities, which comprise borrowings and trade and other payables as disclosed in notes 14 and 15. Prudent liquidity risk management includes maintaining suf?cient cash and committed credit facilities to ensure the availability of an adequate amount of funding to meet the company?s obligations when they become due. The directors ensure that target inflows are received as required to enable the company to meet its ?nancial liabilities as they fall due. At 31 December 2011 the company?s ?nancial liabilities have contractual maturities which are summarised below: 201 1 Current Non-current Within 2-5 Later than 5 6 months 6-12 years years months F. (-Z Accruals 10,035 - - - Amount payable to related parties 46,284 Other creditors 3,983 - 14,018 - 46,284 Summary of ?nancial assets and liabilities by category The carrying amounts of the company?s ?nancial assets and liabilities as recognised at the end of the reporting period may also be categorised as follows: 2011 Non-current assets Loans receivable 33,766 Current assets Cash and cash equivalents 521 Non-current liabilities - Borrowings 46,284 Current liabilities Financial liabilities measured at amortised cost: Trade and other payables 14,018 Bichostars 18 Report and Financial Statements for the year ended October 2010 to 31 December 2011

Notes to the ?nancial statements (continued) 18 19 20 21 Capital management policies and procedures The company?s capital management objectives are to ensure its ability to continue as a going concern and to provide an adequate return to shareholders and bene?ts to other stakeholders by pricing services and products commensurately with the level of risk, and maintaining an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the company may issue new shares, limit the amount of dividends paid, or sell assets to reduce debt. The company monitors the level of debt, which includes borrowings and trade and other payables less bank balances against total capital on an ongoing basis. The directors consider the company? gearing level at year end to be appropriate for its business. Events after the reporting period No adjusting or signi?cant non?adjusting events have occurred between the end of the reporting period and the date of authorisation of these ?nancial statements by the directors Contingent liabilities The company did not have any contingent liabilities as at 31 December 2011. Ultimate controlling party The company is a subsidiary of 4GB Holdings (C50813) which holds 99.9% of the issued share capital of Bichostars Ltd. The registered address of 4GB Holdings is, 60/" 2, Melita Street, Valletta, VLT1122. 4GB Holdings is ultimately controlled by M. Hermany Andrade Jr. who holds 50% of the issued share capital of 4GB Holdings Ltd. Bichostats 19 Report and Financial Statements for the year ended 7 October 2010 to 31 December 2011