SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (date of earliest event reported): ~~May 26~~June 3, 2010

Optimal Group Inc.

(Exact Name of Registrant as Specified in its Charter)

Canada
(State or Other Jurisdiction of Incorporation)


0-28572		98-0160833
(Commission File Number)		(IRS Employer Identification No.)

3500 de Maisonneuve Blvd. W., 2 Place Alexis-Nihon, Suite 800, Montreal, Quebec, Canada H3Z 3C1
(Address of Principal Executive Offices, Including Zip Code)

(514) 738-8885
(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240, 14a- 12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.1 3e-4(c))

ITEM 5.0102 ~~CHANGE~~ DEPARTURE INOF ~~CONTROL~~DIRECTORS OR CERTAIN OFFICERS; ELECTION OF ~~REGISTRANT~~DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

AsOn ~~previously~~June ~~disclosed~~3, ~~on March 16,~~ 2010, ~~7293411 Canada Inc. (~~the ~~“Offeror”)~~Board ~~and~~of ~~Optimal~~Directors ~~Group Inc.~~of (the ~~“Company”)~~Registrant ~~entered into a Support Agreement (the “Support Agreement”). Pursuant to the~~accepted ~~Support Agreement,~~ the ~~Offeror~~resignations ~~commenced a tender offer to purchase all~~ of ~~the~~Tommy ~~Company’s~~Boman ~~issued~~ and ~~outstanding~~ ~~Class~~James ~~“A”~~Gertler ~~shares~~as ~~(the~~directors ~~“Shares”) at a price~~ of ~~$2.40 per Share in cash (~~the ~~“Offer Price”),~~Registrant ~~upon the terms~~ and ~~subject~~appointed toLeon ~~the conditions set forth in the Offer to Purchase dated March~~P. ~~31, 2010,~~ Garfinkle and ~~the~~Richard ~~related~~Yanofsky ~~Letter~~to offill ~~Transmittal (together with~~ the ~~amendments~~resulting ~~and~~vacancies ~~supplements thereto, collectively the “Offer”), which were filed as exhibits to the Offeror’s Tender Offer Statement / Transaction Statement~~ on ~~Schedule TO filed with~~ the ~~Securities~~Board ~~and~~of ~~Exchange Commission on March 31, 2010, as amended~~Directors. ~~The Offer expired at 5:00 p~~ Mr.~~m. (Montreal time) on May~~ ~~21,~~Garfinkle ~~2010~~is (the ~~“Expiration~~Senior ~~Time”). Based upon the information provided by the depositary for the Offer~~Vice-President, asGeneral ofCounsel ~~the Expiration Time, an aggregate of 3,874,086 Shares were validly tendered~~ and ~~not~~Secretary ~~withdrawn, representing approximately 75.2%~~ of the ~~total~~Registrant. ~~outstanding Shares~~Mr. Yanofsky ~~All~~is ~~tendered~~President ~~Shares were~~of ~~accepted~~WowWee ~~for~~Canada ~~payment by the Offeror and payment for the tendered Shares was made on May 26, 2010~~Inc. ~~In total~~, ~~taking~~a ~~into~~subsidiary ~~account~~of the ~~Shares~~Registrant, ~~tendered to the Offeror~~ and ~~the~~was ~~Shares~~a ~~already held by the Offeror and its~~ joint ~~actors,~~actor ~~4,279,662~~with ~~Shares~~7293411 ~~and~~Canada ~~warrants~~Inc. toin ~~purchase an additional 152,192~~connection ~~Shares,~~with ~~representing approximately 83.1% of~~ the ~~total~~previously ~~outstanding~~disclosed ~~Shares,~~tender ~~are~~offer ~~owned~~ by ~~the~~7293411 ~~Offeror and~~Canada ~~its joint actors~~Inc. ~~The~~to ~~Offeror~~acquire ~~paid~~up ~~approximately~~to ~~$9.3 million~~all inof ~~cash consideration in~~ the ~~Offer.~~ ~~The~~Class A ~~Offeror’s~~shares ~~source~~ of ~~funds for~~ the ~~Offer was a loan from Mr~~Registrant. ~~Frances Choi.~~

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 1, 2010	Optimal Group Inc. (Registrant)
Dated: June 7, 2010	Optimal Group Inc. (Registrant)
	By:	/s/ Neil S. Wechsler
		Name:	Neil S. Wechsler
		Title:	Co-Chairman and Chief Executive Officer

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