GottaPlay Interactive, Inc. (fka GTAP)

[Brytex]

Form 8-K for GOTTAPLAY INTERACTIVE, INC.

26-Apr-2007

Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities
From February 23, 2007 through April 4, 2007 we sold to 26 accredited investors, a total of 1,828,000 Units (the "Unit[s]") for $1.25 per Unit (total of $2,285,000.) Each Unit consists of: a) one share of common stock; b) one warrant to purchase one share of our common stock at a purchase price of $1.50 per share for a period of two years, and, c) one warrant to purchase one share of our common stock at a purchase price of $2.50 for a period of 3 years. Prestige Financial Center, acted as Placement Agent for 1,308,000 of the Units (total of $1,635,000) and received compensation consisting of x) a commission of 10% ($163,500) of the amount funded; y) warrants to purchase 416,000 shares of common stock at an exercise price of $1.50 per share for a period of two years; and z) warrants to purchase 130,800 shares of our common stock at an exercise price of $2.50 per share for a period of three years. No commissions was paid on the sale of 520,000 Units which were sold by officers of the Company.

On April 4, 2007 the offering of Units ceased.