##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-QSB
 þ
    
    Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934for the quarterly period ended July 2, 2005
 o
    
    Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934for the transition period from ______to______
 Commission File Number 0-50187
 KUHLMAN COMPANY, INC.
  Nevada
    
    86-0883289(State or other jurisdiction of
incorporation or organization)
    
    (IRS Employer Identification No.)701 North Third Street, Suite B-1,
Minneapolis, Minnesota
(Address of Principal Executive Offices)
    
    55401
(Zip Code)
 (612) 338-5752
 þ o




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TABLE OF CONTENTS
  
 PagePART I
    
    Financial InformationItem 1
    
    Financial Statements (Unaudited):Consolidated
balance sheets as of July 2, 2005 and January 1, 2005
    
    
    3Consolidated statements of operations for the three months and six
months ended July 2, 2005 and June 30, 2004
    
    
    4Consolidated statements of cash flow for the six months ended July
2, 2005 and June 30, 2004
    
    
    5Notes
to financial statements at July 2, 2005 and June 30, 2004
    
    
    6Item 2
    
    Managements Discussion and Analysis or Plan of Operation
    
    
    11Item 3
    
    Controls and Procedures
    
    
    15PART II
    
    Other InformationItem 1
    
    Legal proceedings
    
    
    16Item 6
    
    Exhibits
    
    
    17CertificationsEmployment Agreement with Scott KuhlmanEmployment Agreement with Susan Kuhlman2005 Stock Option PlanRule 13a-14(a) Certification of Principal Executive OfficerRule 13a-14(a) Certification of Principal Accounting OfficerSection 1350 Certification of Chief Executive OfficerSection 1350 Certification of Principal Accounting Officer
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Kuhlman Company, Inc.
Condensed Consolidated Balance Sheets
 July 2, 2005(Unaudited)
    
    

January
1, 2005(Audited)AssetsCurrent assets:Cash
    
    $
    2,531,735
    
    
    $
    518,919Accounts receivable  net of
allowance for doubtful
accounts of $2,000 and
$2,000, respectively
    
    
    223,926
    
    
    
    50,074Inventories
    
    
    2,602,988
    
    
    
    1,514,591Prepaid expenses
    
    
    522,611
    
    
    
    20,808Due From Officer
    
    
    
    
    
    
    7,731Other current assets
    
    
    
    
    
    
    36,326Total current assets
    
    
    5,881,260
    
    
    
    2,148,449Furniture, fixtures and
leasehold improvements
    
    
    813,570
    
    
    
    323,131Less accumulated depreciation
    
    
    (169,116
    )
    
    
    (64,610
    )Furniture, fixtures and
leasehold improvements  net
    
    
    644,454
    
    
    
    258,521Other assets  lease deposits
    
    
    145,154
    
    
    
    28,022Total assets
    
    $
    6,670,868
    
    
    $
    2,434,992Liabilities and
Shareholders EquityCurrent liabilities:Accounts payable
    
    $
    485,399
    
    
    $
    587,712Note payable
    
    
    701,846
    
    
    
    621,570Other accrued liabilities
    
    
    765,635
    
    
    
    224,748Total current liabilities
    
    
    1,952,880
    
    
    
    1,434,030Shareholders equity:Common Stock ($.001 par
value; 50,000,000 shares
authorized; 1,302,885 and 0
shares, respectively, issued
and outstanding) and
Preferred Stock ($.001 par
value; 22,000,000 shares
authorized; 17,064,596 and
10,013,228, respectively,
issued and outstanding)
    
    
    18,367
    
    
    
    10,013Additional paid-in capital
    
    
    8,639,769
    
    
    
    2,889,925Accumulated deficit
    
    
    (3,940,148
    )
    
    
    (1,898,976
    )Total shareholders equity
    
    
    4,717,988
    
    
    
    1,000,962Total liabilities and
shareholders equity
    
    $
    6,670,868
    
    
    $
    2,434,992
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Three Months Ended
    
    
    Six Months EndedJuly 2, 2005
    
    
    June 30, 2004
    
    
    July 2, 2005
    
    
    June 30, 2004Net sales
    
    $
    1,331,530
    
    
    $
    964,988
    
    
    $
    2,691,717
    
    
    $
    1,906,427Cost of sales, including buying and occupancy
    
    
    847,227
    
    
    
    587,128
    
    
    
    1,723,806
    
    
    
    1,033,087Gross profit
    
    
    484,303
    
    
    
    377,860
    
    
    
    967,911
    
    
    
    873,340Store operating expenses
    
    
    679,640
    
    
    
    189,489
    
    
    
    1,251,675
    
    
    
    268,415General and administrative
    
    
    1,033,617
    
    
    
    501,033
    
    
    
    1,682,962
    
    
    
    686,827Loss from operations
    
    
    (1,228,954
    )
    
    
    (312,662
    )
    
    
    (1,966,726
    )
    
    
    (81,902
    )Other income (expense):Interest expense
    
    
    (68,599
    )
    
    
    (68,532
    )
    
    
    (74,608
    )
    
    
    (112,294
    )Other income
    
    
    162
    
    
    
    1,045
    
    
    
    162
    
    
    
    1,045Net loss
    
    $
    (1,297,391
    )
    
    $
    (380,149
    )
    
    $
    (2,041,172
    )
    
    $
    (193,151
    )Basic and diluted loss per share
    
    $
    (0.09
    )
    
    $
    (0.06
    )
    
    $
    (0.16
    )
    
    $
    (0.03
    )Weighted average number of sharesOutstanding  Basic and diluted
    
    
    15,019,939
    
    
    
    6,300,000
    
    
    
    12,623,395
    
    
    
    6,300,000
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Kuhlman Company, Inc.
Condensed Consolidated Statements of Cash Flow
For the Six Months Ended July 2, 2005 and June 30, 2004
(UNAUDITED)
 2005
    
    
    2004Cash flows from operating activities:Net loss
    
    $
    (2,041,172
    )
    
    $
    (193,151
    )Adjustments to reconcile net loss to net cash
used in operating activities:Non-cash interest charges
    
    
    30,276
    
    
    
    21,036Warrants issued for service
    
    
    48,400
    
    
    
    Depreciation
    
    
    104,506
    
    
    
    16,257(Increase) decrease in:Accounts receivable, net
    
    
    (173,852
    )
    
    
    (21,338
    )Inventories
    
    
    (1,088,397
    )
    
    
    (306,545
    )Prepaid expenses
    
    
    (501,803
    )
    
    
    (144,841
    )Due from officer
    
    
    7,731Other current assets
    
    
    36,326
    
    
    
    Long-term lease deposits
    
    
    (117,132
    )
    
    
    (18,530
    )Increase (decrease) in:Accounts payable
    
    
    (102,313
    )
    
    
    (509,388
    )Other accrued liabilities
    
    
    540,887
    
    
    
    207,483Net cash used in operating activities
    
    
    (3,256,543
    )
    
    
    (949,017
    )Cash flows from investing activities:Capital expenditures
    
    
    (490,439
    )
    
    
    (113,012
    )Net cash used in investing activities
    
    
    (490,439
    )
    
    
    (113,012
    )Cash flows from financing activities:Net proceeds from issuance of stock
    
    
    5,709,798Warrants
    
    
    
    
    
    
    112,798Net proceeds from notes payable
    
    
    50,000
    
    
    
    912,206Net cash provided by financing activities
    
    
    5,759,798
    
    
    
    1,025,004Increase (decrease) in cash
    
    
    2,012,816
    
    
    
    (37,025
    )Cash  beginning of period
    
    
    518,919
    
    
    
    60,428Cash  end of period
    
    $
    2,531,735
    
    
    $
    23,403Supplemental
disclosure of non-cash financing activities:Distribution
of non-cash asset
    
    
    
    
    
    $
    162,532Warrants
issued for services
    
    $
    48,400
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KUHLMAN COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
July 2, 2005 and June 30, 2004
(UNAUDITED)
 A.
    
    Summary of Significant Accounting PoliciesBasis of PresentationThe accompanying unaudited financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America for interim
financial statements and the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
They do not include all of the information and footnotes required by accounting principles
generally accepted in the United States of America for complete financial statements.Operating results for the three months and six months ended July 2, 2005 are not necessarily
indicative of the results that may be expected for the fiscal year ending December 31, 2005.
Subsequent to the filing of this Form 10-QSB, the Company will be filing its Registration
Statement on Form SB-2 with the Securities and Exchange Commission. The Registration
Statement will provide additional financial information which will provide a more
comprehensive description of the Companys business and operations.In the opinion of management, the financial statements reflect all adjustments (which
include only normal recurring adjustments) necessary for a fair presentation of the
financial position, results of operations, and cash flows for the periods presented.Use of EstimatesThe preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates and
assumptions that affect certain 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 expenses during the reporting period. Actual results could differ from those
estimates. The financial statements are presented on the accrual basis.Change in Capitalization and Change in Reporting EntityOn April 14, 2005, we (then known as Gaming Venture Corp., U.S.A., a Nevada corporation)
entered into an Agreement and Plan of Merger (the Merger Agreement) among SK2,
Inc., the Delaware corporation that owns the Kuhlman retail stores, and GV Acquisition
Corp., a Delaware corporation and our wholly owned subsidiary formed solely for the purpose
of engaging in the merger transaction contemplated by the Merger Agreement (such merger
transaction is referred to herein as the Merger). We entered into the Merger Agreement in
order to acquire the Kuhlman retail business owned by SK2. At and after our
inception in 1995, we were engaged in the business of publishing and distributing industry
reports and newsletters to the gaming and hospitality industries as well as providing
consulting and advisory services to the gaming and hospitality industries. Prior to the
Merger, however, we wound down and ceased operating these businesses. The Merger was
effected June 10, 2005 by the filing of articles of merger with the Delaware Secretary of
State. As a result of the Merger, SK2become our wholly owned operating
subsidiary. Immediately prior to the Merger we changed our name to Kuhlman Company, Inc.,
and effected a reverse stock split on a one-for-five share basis, all pursuant to the terms
of the
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Merger Agreement. Also prior to the Merger, our common stock was quoted on the
over-the-counter bulletin board under the trading symbol GVUS.OB. Now, our common stock
trades under the symbol KHLM.OB.In the Merger and in exchange for all of their shares of SK2 common stock, the
stockholders of SK2 received a number of shares of our capital stock such that
they owned approximately 91% of the outstanding shares of our capital stock on a fully
diluted basis immediately after the Merger. As of June 10, 2005, the Company has issued and
outstanding 16,052,835 shares of capital stock, including 14,749,950 shares of preferred
stock issued to former holders of SK2 common stock in the Merger and 1,302,885
shares of our common stock that were outstanding prior to the Merger (adjusted for the
one-for-five reverse stock split).For accounting purposes, the Merger was treated as reverse acquisition of a public shell
whereby SK2 was treated as the acquirer.In connection with the Merger, we created a new class of preferred stock, denominated
Series A Convertible Preferred Stock (the Preferred Stock), which the former holders of
SK2 common stock received in the Merger. Each share of Preferred Stock may be
converted into one share of Company common stock. The Preferred Stock has no liquidation
preference or other senior rights typically associated with a preferred stock, except that
the holders of Preferred Stock possess voting rights on an as-if-converted basis and are
entitled to a preference for the payment of dividends.Cash ConcentrationsBank balances exceeded federally insured levels during the second quarter of fiscal year
2005 and exceeded federally insured levels as of July 2, 2005. Generally, these balances
may be redeemed upon demand and therefore bear minimal risk.Accounts Receivable, credit risk and allowance for doubtful accountsIn addition to its retailing operations, the Company generates revenue by providing product
design and contract manufacturing for department store retailers seeking to augment their
in-house expertise, which results in trades receivables. The Company reviews customers
credit history before extending unsecured credit and may establish an allowance for doubtful
accounts based upon factors surrounding the credit risk of specific customers and other
information. The Company does not accrue interest on past due accounts receivable. Unless
specific arrangements have been made, accounts receivable over 30 days are considered past
due. The Company writes off accounts receivable when they are deemed uncollectible.
Accounts receivable are shown net of an allowance for doubtful accounts of $2,000 and $2,000
at July 2, 2005 and June 30, 2004, respectively. Due to uncertainties in the collection
process, however, it is at least reasonably possible that managements estimate will change
during the next year.Valuation of InventoriesOur inventories are stated at the lower of cost or market. Cost is determined by the
first-in, first-out (FIFO) method. The Companys success is largely dependent upon its
ability to forecast the tastes of its customers and to provide merchandise that satisfies
customer demand in a timely manner. The Companys failure to anticipate, identify, or react
appropriately to changes in fashion trends could lead to excess inventories and markdowns.
Sudden or continuing changes in the Companys product markets could directly impact our
gross profit performance and may
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cause variability in gross profit results from reporting period to reporting period.Provisions to reduce inventories to the lower of cost or market are made based on a review
of excess and obsolete inventories through an examination of historical inventory
consumption, current market demands and shifting market trends. Significant assumptions
with respect to market trends and customer product acceptance are utilized to formulate our
provision methods. Sudden or continuing downward changes in the Companys product markets
may cause us to record additional inventory revaluation charges in future periods. No
write-off provision was made to our inventories for the three months and six months ended
July 2, 2005 and June 30, 2004.Revenue RecognitionRetail revenue is recognized at the time of register receipt. The Company accrues for
estimated returns in accordance with statement of Financial Accounting Standards, (SFAS) No.
48, Revenue Recognition When Right of Return Exists, based on historical return levels.
For private label sales, revenue is recognized upon transfer of title at time of shipment as
long as there was evidence of an arrangement, the price was fixed or determinable, and
collectibility was probable.Income TaxesDifferences between accounting rules and tax laws cause differences between the basis of
certain assets and liabilities for financial reporting purposes and tax purposes. The tax
effects of these differences, to the extent they are temporary, are recorded as deferred tax
assets and liabilities under Statement of Financial Accounting Standards (SFAS) 109.
Temporary differences relate primarily to: allowances for doubtful accounts; inventory
valuation allowances; depreciation; and accrued expenses not
currently deductible. No income tax expense is recorded in the
statement of operations since, the
Company has fully reserved for all tax benefits relating to net operating loss carryforwards at this time, and will
continue to assess its tax situation on a going forward basis.Segment ReportingA business segment is a distinguishable component of an enterprise that is engaged in
providing an individual product or service or a group of related products or services and
that is subject to risks and returns that are different from those of other business
segments. The Companys segments have similar economic characteristics and are similar in
the nature of the products sold, type of customers and methods used to distribute the
Companys products. Management believes that the Company meets the criteria for aggregating
its operating segments into a single reporting segment.Stock-Based CompensationStock-Based CompensationSFAS No. 123, Accounting for Stock-Based Compensation (SFAS 123),
provides for the use of a fair value based method of accounting for employee stock compensation.
However, SFAS 123 also allows an entity to continue to measure compensation cost for stock options
granted to employees using the intrinsic value method of accounting prescribed by Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25), which only
requires charges to compensation expense for the excess, if any, of the fair value of the
underlying stock at the date a stock option is granted (or at an appropriate subsequent measurement
date) over the amount the employee must pay to acquire the stock,if such amounts differ materially
from historical amounts. The Company has elected to
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continue to account for employee stock options using the intrinsic value method under APB 25.
By making that election, it is required by SFAS 123 and SFAS 148, Accounting for Stock-Based
Compensation  Transition and Disclosure to provide pro forma disclosures of net income and
earnings per share as if a fair value based method of accounting had been applied.Had compensation costs been determined in accordance with the fair value method prescribed
by SFAS No. 123 for all options issued to employees and amortized over the vesting period,
the Companys net loss applicable to common shares and net loss per common share (basic and
diluted) for plan options would have been decreased to the pro forma amounts indicated
below.
 Three Months Ended
    
    
    Six Months EndedJuly 2, 2005
    
    
    June 30, 2004
    
    
    July 2, 2005
    
    
    June 30, 2004Net loss:As reported
    
    
    ($1,297,391
    )
    
    
    ($380,149
    )
    
    
    ($2,041,172
    )
    
    
    ($193,151
    )Pro forma
    
    
    ($1,560,387
    )
    
    
    ($380,149
    )
    
    
    ($2,304,168
    )
    
    
    ($193,151
    )Basic and diluted
net loss per
share:As reported
    
    
    ($0.09
    )
    
    
    ($0.06
    )
    
    
    ($0.16
    )
    
    
    ($0.03
    )Pro forma
    
    
    ($0.10
    )
    
    
    ($0.06
    )
    
    
    ($0.18
    )
    
    
    ($0.03
    )
 In determining the compensation cost of the options granted during the three months and six
months ended July 2, 2005 and June 30, 2004, as specified by SFAS No. 123, the fair value
of each option grant has been estimated on the date of grant using the Black Scholes pricing
model and the weighted average assumptions used in these calculations are summarized as
follows:
 Three Months Ended
    
    
    Six Months EndedJuly 2, 2005
    
    
    June 30, 2004
    
    
    July 2, 2005
    
    
    June 30, 2004Risk-free interest rate
    
    
    3.84
    %
    
    
    
    
    
    
    3.84
    %
    
    
    Expected life of
options granted
    
    4-5 years
    
    
    
    
    
    4-5 years
    
    
    Expected volatility
    
    
    60.0
    %
    
    
    
    
    
    
    60.0
    %
    
    
    Expected Dividend Yield
    
    
    0.0
    %
    
    
    
    
    
    
    0.0
    %
    
    
    
 A revision to SFAS 123, SFAS 123R Share-Based Payment will become effective for the
Company January 1, 2006. Among other things, SFAS 123R requires expensing the fair value of
stock options.
 New Accounting PronouncementIn December 2004, the FASB issued SFAS No.123 (revised 2004), Share-Based Payment. Statement
123(R) will provide investors and other users of financial statements with more complete and
neutral financial information by requiring that the compensation cost relating to share-based
payment transactions be recognized in financial statements. That cost will be measured based on the
fair value of the equity or liability instruments issued. Statement 123(R) covers a wide range of
share-based compensation arrangements including share options, restricted share plans,
performance-based awards, share appreciation rights, and employee share purchase plans. Statement
123(R) replaces FASB Statement No. 123, Accounting for Stock-Based Compensation, and supersedes APB
Opinion
No. 25, Accounting for Stock Issued to Employees. Statement 123, as originally issued in 1995,
established as preferable a fair-value-based method of accounting for share-based payment
transactions with employees. However, that Statement permitted entities the option of continuing to
apply the guidance in Opinion 25, as long as the footnotes to financial statements disclosed what
net income would have been had the preferable fair-value-based method been used. Public entities
filing as small business issuers will be required to apply Statement 123(R) as of the first interim
or annual reporting period that begins after December 15, 2005. The Company has evaluated the
impact of the adoption of SFAS 123(R), and believes the impact may be significant to the Companys
overall results of operations or financial position.
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Earnings per ShareBasic and diluted loss per share are computed by dividing net loss by the weighted average
number of common and preferred shares outstanding during the period. Diluted loss per share
is computed the same as the basic loss per share due to the continuing operating loss which
makes the impact of stock options and warrants anti-dilutive. Preferred shares are included
in the calculation along with common shares since the preferred
shares are similar to common shares and are convertible to one share of common stock each as a result of a registration
statement or one year following the merger transaction, whichever occurs first.Following is a computation of basic and diluted earnings per share for the three months and
six months ended July 2, 2005 and June 30, 2004, respectively:
 Three Months Ended
    
    
    Six MonthsJuly 2, 2005
    
    
    June 30, 2004
    
    
    July 2, 2005
    
    
    June 30, 2004Net loss
    
    
    ($1,297,391
    )
    
    
    ($380,149
    )
    
    
    ($2,041,172
    )
    
    
    ($193,151
    )Weighted average shares outstanding
    
    
    15,019,939
    
    
    
    6,300,000
    
    
    
    12,623,395
    
    
    
    6,300,000Net loss per share  basic and diluted
    
    
    ($0.09
    )
    
    
    ($0.06
    )
    
    
    ($0.16
    )
    
    
    ($0.03
    )
 Had operating losses not been continuing, the Company would have used the treasury
method for calculating the dilutive effect of the stock options and warrants (using the
average market price).B.
    
    Notes PayableThe Company is party to a Credit Agreement with Opportunity Finance, LLC, an entity
controlled by Jon Sabes, one of our directors. Under the Credit Agreement, the Company has
borrowed $750,000 at 12% interest from Opportunity Finance, and such loan is secured by all
the assets of the Company. The principal amount balance under such credit facility is
currently $525,000 plus accrued interest. The Company owes a payment of $75,000 plus
accrued interest to Opportunity Finance on September 30, 2005, with a balloon payment of
$450,000 due December 31, 2005. The Company intends to repay such loan out of cash flow or
other available funds. To the extent that the Company defaults on such credit facility,
Opportunity Finance or its assignee may utilize its security interest to satisfy such
obligation.The Company also entered into a Bridge Loan Agreement with Opportunity Finance, LLC on June
6, 2005 for the amount of $200,000 with a total interest payment of 5% of the principal
amount due on or before July 30, 2005. The loan and interest were repaid in full in July
2005.C.
    
    Commitments and ContingenciesLegal ProceedingsThe Company is not currently involved in any legal proceedings.
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LeasesDuring the six months ended July 2, 2005, the Company entered into seven additional lease
agreements for retail space in locations throughout the United States. The lease terms
vary.D.
    
    Equity Financing and Subsequent Event
   
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 Overview:
 2 2 2
 2 2
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2
 2
 Results of Operations:
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Liquidity and Capital Resources:
     2
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Off-Balance Sheet Arrangements
  Critical Accounting Policies and Estimates
   
 ITEM 3. CONTROLS AND PROCEDURES
 2 2
  
    
    Implemented polices and procedures to address the communicated items;
    
    invested in internal reporting systems;
    
    invested in accounting and reporting systems;
    
    implemented plans to hire additional accounting staff;
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
    
    formalized our internal controls and procedures in accordance with
the Securities and Exchange Commissions rules on implementing the internal controls
reporting requirements included in Section 404 of the Sarbanes-Oxley Act of 2002; and
    
    engaged a third party firm to assist in the process of becoming Section 404 compliant.
     
 Part II. OTHER INFORMATION
 
 ITEM 4. LEGAL PROCEEDINGS
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ITEM 6. EXHIBITS
 Exhibits
  Exhibit No.
    
    Description2.1
    
    
    Agreement and Plan of Merger and Reorganization by and among Kuhlman Company,
Inc. (f/k/a Gaming Venture Corp., U.S.A.,) Gaming Venture Newco, Inc., a Delaware
corporation and wholly owned subsidiary of the Company, and SK2, Inc., a
Minnesota corporation owning and operating the business of the Kuhlman retail stores
(incorporated by reference to Exhibit 10 to the registrants current report on Form
8-K filed on April 18, 2005)2.2
    
    
    Certificate of Merger relating to the Merger of Gaming Venture Newco, Inc. with
and into SK2, Inc. (incorporated by reference to Exhibit 2.2 to the
registrants current report on Form 8-K filed on June 16, 2005)3.1
    
    
    Articles of incorporation of Kuhlman Company, Inc. (incorporated by reference
to Exhibit 3 as filed with the Companys registration statement on Form 10SB (File
No. 000-50187) on February 23, 2002; as amended and filed as Exhibit 3.1 in the same
filing, and as amended and filed as Exhibit 3.1 to the current report on Form 8-K on
June 16, 2005)3.2
    
    
    Bylaws of the Company (incorporated by reference to Exhibit 3.2 as filed with the
Companys registration statement on Form 10SB (File No. 000-50187) on February 23,
20024.1
    
    
    Certificate of Designation for Series A Preferred Stock (incorporated by reference
to Exhibit 3.2 as filed with the Companys current report on Form 8-K filed on June
16, 2005)10.1
    
    
    Employment Agreement by and between the Company and Scott Kuhlman dated May, 19, 200510.2
    
    
    Employment Agreement by and between the Company and Susan Kuhlman dated May 19, 200510.3
    
    
    Kuhlman Company, Inc. 2005 Stock Option Plan16.1
    
    
    Letter from Stark Winter Scheinken & Co., LLP (incorporated by reference to Exhibit
16.1 to the Companys current report on Form 8-K filed on August 11, 200531.1
    
    
    Rule 13a-14(a)/15d-14(a) certification of principle executive officer31.2
    
    
    Rule 13a  14(a)/15d-14(a) certification of principle accounting officer32.1
    
    
    Section 1350 certification of chief executive officer32.2
    
    
    Section 1350 certification of principle accounting officer
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##### Table of Contents



Signatures
  Date: August 15, 2005
    
    /s/ Jon GangelhoffBy Jon GangelhoffPrincipal Accounting Officer 18