|-----------------------           
|----------------------------------
|UNITED STATES                     
|SECURITIES AND EXCHANGE COMMISSION
|Washington, D.C. 20549            
|                                  
|FORM 10-QSB                       
|                                  

|[X]  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2005
|---- | ------------------------------------------------------------------------------------------------------------------------------------
|     | OR                                                                                                                                  
|[  ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from  to         
|     |                                                                                                                                     

|                                                      
|------------------------------------------------------
|COMMISSION FILE NUMBER: 0-5525                        
|                                                      
|CASTLEGUARD ENERGY, INC.                              
|(Exact name of Registrant as specified in its charter)
|                                                      

|Florida
(State or other jurisdiction of 
of incorporation or organization) | 75-2789691
(I.R.S. Employer 
Identification No.)
|-------------------------------------------------------------------------- | ------------------------------------------------
|                                                                           |                                                 
|17768 Preston Road, Dallas, Texas
(Address of principal executive offices) | 75252
(Zip Code)                                
|                                                                           |                                                 

|                                                                
|----------------------------------------------------------------
|(214) 647-2110                                                  
|(Registrant's telephone number, including area code)            
|                                                                
|Securities registered pursuant to Section 12(b) of the Act: NONE
|                                                                
|Securities registered pursuant to Section 12(g) of the Act:     
|Common Stock Without Par Value                                  
|(Title of Class)                                                
|                                                                

|Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | YES [X] NO [   ]
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------
|                                                                                                                                                                                                                                                                                                             |                 



|                                                                           
|---------------------------------------------------------------------------
|At June 30, 2005, there were 17,364,626 Common shares outstanding.         
|______________________________                                             
|                                                                           
|Transitional Small Business Disclosure Format (check one): Yes [   ] No [X]
|                                                                           



|CASTLEGUARD ENERGY, INC.
|------------------------
|                        
|INDEX                   
|                        

|         |                                                                                                                                             | Page  
|-------- | ------------------------------------------------------------------------------------------------------------------------------------------- | ------
|Part I.  | Financial Information:                                                                                                                      | Number
|         |                                                                                                                                             |       
|Item 1.  | Financial Statements                                                                                                                        |       
|         |                                                                                                                                             |       
|         | Report of Independent Registered Public Accounting Firm                                                                                     | 3     
|         |                                                                                                                                             |       
|         | Balance Sheets - 
  June 30, 2005 (Unaudited) and December 31, 2004 (Audited)                                                               | 4     
|         |                                                                                                                                             |       
|         | Statements of Operations -
  For the Three Months and the Six Months Ended June 30, 2005 and 2004
   (Unaudited)                            | 5     
|         |                                                                                                                                             |       
|         | Statements of Cash Flows - 
  For the Six Months Ended June 30, 2005 and 2004 (Unaudited)                                                   | 6     
|         |                                                                                                                                             |       
|         | Statements of Stockholders' Equity -
  For the year ended December 31, 2004 (Audited) and the Six Months 
  ended June 30, 2005 (Unaudited) | 7     
|         |                                                                                                                                             |       
|         | Notes to Financial Statements                                                                                                               | 8     
|         |                                                                                                                                             |       
|Item 2.  | Management's Discussion and Analysis of Financial Condition and 
  Results of Operations                                                    | 9     
|         |                                                                                                                                             |       
|Item 3.  | Controls and Procedures                                                                                                                     | 11    
|         |                                                                                                                                             |       
|Part II. | Other Information:                                                                                                                          |       
|         |                                                                                                                                             |       
|Item 1.  | Legal Proceedings                                                                                                                           | 11    
|         |                                                                                                                                             |       
|Item 2.  | Changes in Securities and Use of Proceeds                                                                                                   | 11    
|         |                                                                                                                                             |       
|Item 3.  | Defaults Upon Senior Securities                                                                                                             | 11    
|         |                                                                                                                                             |       
|Item 4.  | Submission of Matters to a Vote of Security Holders                                                                                         | 11    
|         |                                                                                                                                             |       
|Item 5.  | Other Information                                                                                                                           | 11    
|         |                                                                                                                                             |       
|Item 6.  | Exhibits                                                                                                                                    | 11    
|         |                                                                                                                                             |       

|Signature | 12
|--------- | --
|          |   

|-2-
|---





|PART I.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Item 1. FINANCIAL STATEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|To the Board of Directors and Stockholders of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Castleguard Energy, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|We have reviewed the accompanying balance sheet of Castleguard Energy, Inc. as of June 30, 2005, and the related statements of operations, cash flows and stockholders' equity for the three month and six month periods then ended. These financial statements are the responsibility of the Company's management.                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|We conducted our review in accordance with standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of analytical procedures applied to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with accounting principles generally accepted in the United States of America.                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|/s/ Whitley Penn                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Dallas, Texas                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|August 10, 2005                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-3-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          



|CASTLEGUARD ENERGY, INC.
|------------------------
|                        
|BALANCE SHEETS          
|                        

| |             | June 30,
2005 |  |           | December 31,
2004
| | ----------- | ------------- |  | --------- | -----------------
| | (Unaudited) |               |  | (Audited)

|ASSETS
|------
|      

|Current assets:                          |   |           |   |   |          
|---------------------------------------- | - | --------- | - | - | ---------
|Cash and cash equivalents                | $ | 34,779    |   | $ | 28,458   
|Accounts receivable                      |   | 123,816   |   |   | 54,270   
|Total current assets                     |   | 158,595   |   |   | 82,728   
|                                         |   |           |   |   |          
|Petroleum and natural gas interests, net |   | 1,127,721 |   |   | 1,207,400
|                                         |   |           |   |   |          
|TOTAL ASSETS                             | $ | 1,286,316 | $ |   | 1,290,128
|                                         |   |           |   |   |          

|LIABILITIES & STOCKHOLDERS' EQUITY
|----------------------------------

|                                                                                                                                          |   |           |  |   |          
|----------------------------------------------------------------------------------------------------------------------------------------- | - | --------- |  | - | ---------
|Current liabilities:                                                                                                                      |   |           |  |   |          
|Accounts payable and accrued liabilities                                                                                                  | $ | 23,214    |  | $ | 22,503   
|Joint interest billings payable to operator                                                                                               |   | 106,789   |  |   | 71,137   
|Current portion of long-term debt                                                                                                         |   | 203,499   |  |   | 50,000   
|Total current liabilities                                                                                                                 |   | 333,502   |  |   | 143,640  
|                                                                                                                                          |   |           |  |   |          
|Long-term debt, less current portion                                                                                                      |   | -         |  |   | 163,999  
|Deferred income taxes                                                                                                                     |   | 37,946    |  |   | 46,946   
|                                                                                                                                          |   |           |  |   |          
|TOTAL LIABILITIES                                                                                                                         |   | 369,448   |  |   | 354,585  
|                                                                                                                                          |   |           |  |   |          
|Stockholders' equity:                                                                                                                     |   |           |  |   |          
|Common stock, $0.001 par value,  50,000,000 
            shares authorized; 19,226,626 shares issued; 
            17,364,626 outstanding |   | 19,227    |  |   | 19,227   
|Paid-in capital                                                                                                                           |   | 965,826   |  |   | 965,826  
|Retained earnings (accumulated deficit)                                                                                                   |   | (12,185)  |  |   | 6,490    
|                                                                                                                                          |   | 972,868   |  |   | 991,543  
|Treasury stock, 1,862,000 shares at cost                                                                                                  |   | (56,000)  |  |   | (56,000) 
|Total stockholders' equity                                                                                                                |   | 916,868   |  |   | 935,543  
|                                                                                                                                          |   |           |  |   |          
|TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                                                                                                  | $ | 1,286,316 |  | $ | 1,290,128
|                                                                                                                                          |   |           |  |   |          

|See accompanying notes to financial statements.
|-----------------------------------------------
|                                               
|-4-                                            



|CASTLEGUARD ENERGY, INC.
|------------------------
|                        
|STATEMENTS OF OPERATIONS
|(Unaudited)             
|                        



|                                                                              | Three months
endedJune 30, 2005 | Three months
endedJune 30, 2004 | Six months
endedJune 30, 2005 | Six months
endedJune 30, 2004
|----------------------------------------------------------------------------- | ------------------------------- | ------------------------------- | ----------------------------- | -----------------------------
|                                                                              |                                 |                                 |                               |                              
|Oil and gas sales                                                             | $          51,981               | $          90,055               | $       111,214               | $       167,098              
|                                                                              |                                 |                                 |                               |                              
|Expenses:                                                                     |                                 |                                 |                               |                              
|Lease operating expense and taxes                                             | 19,648                          | 14,101                          | 34,577                        | 30,414                       
|Depreciation, depletion and 
          amortization                           | 19,040                          | 12,820                          | 44,516                        | 24,553                       
|General and administrative                                                    | 21,121                          | 30,411                          | 53,307                        | 62,116                       
|                                                                              | 59,809                          | 57,332                          | 132,400                       | 117,083                      
|Income (loss) from operations                                                 | (7,828)                         | 32,723                          | (21,186)                      | 50,015                       
|                                                                              |                                 |                                 |                               |                              
|Interest and financing costs                                                  | (3,489)                         | (7,069)                         | (6,489)                       | (12,972)                     
|                                                                              |                                 |                                 |                               |                              
|Income (loss) before income taxes                                             | (11,317)                        | 25,654                          | (27,675)                      | 37,043                       
|                                                                              |                                 |                                 |                               |                              
|Provision for income taxes                                                    | (3,900)                         | 10,510                          | (9,000)                       | 13,927                       
|                                                                              |                                 |                                 |                               |                              
|Net income (loss)                                                             | $ (7,417)                       | $ 15,144                        | $ (18,675)                    | $ 23,116                     
|                                                                              |                                 |                                 |                               |                              
|Basic and diluted earnings per 
      common share                            | $ (.00)                         | $ .00                           | $ (.00)                       | $ .00                        
|                                                                              |                                 |                                 |                               |                              
|Weighted average number of common
             shares outstanding (Thousands) | 17,365                          | 17,365                          | 17,365                        | 17,365                       
|                                                                              |                                 |                                 |                               |                              

























|See accompanying notes to financial statements.
|-----------------------------------------------
|                                               
|-5-                                            
|                                               





|CASTLEGUARD ENERGY INC. 
|------------------------
|                        
|                        
|STATEMENTS OF CASH FLOWS
|(Unaudited)             
|                        

| |  | Six Months Ended
 June 30,
| |  | --------------------------

|                                                                         |   | 2005     |  |   | 2004     
|------------------------------------------------------------------------ | - | -------- |  | - | ---------
|                                                                         |   |          |  |   |          
|Cash Flows from Operating Activities:                                    |   |          |  |   |          
|Net income (loss)                                                        | $ | (18,675) |  | $ | 23,116   
|Adjustments to reconcile net income (loss) to net cash                   |   |          |  |   |          
|provided by (used in) operating activities:                              |   |          |  |   |          
|Depreciation, depletion and amortization                                 |   | 44,516   |  |   | 24,553   
|Deferred income taxes                                                    |   | (9,000)  |  |   | 13,926   
|Amortization of financing costs                                          |   | -        |  |   | 6,766    
|Change in assets and liabilities:                                        |   |          |  |   |          
|Accounts receivable, accounts payable and 
          accrued liabilities |   | (33,184) |  |   | (107,110)
|Net cash provided by (used in) operating activities                      |   | (16,343) |  |   | (38,749) 
|                                                                         |   |          |  |   |          
|Cash Flows from Investing Activities:                                    |   |          |  |   |          
|Additions to petroleum and natural gas interests                         |   | (37,386) |  |   | (44,353) 
|Proceeds from sale of petroleum and natural gas interests                |   | 72,550   |  |   | -        
|Net cash from (used in) investing activities                             |   | 35,164   |  |   | (44,353) 
|                                                                         |   |          |  |   |          
|Cash Flows from Financing Activities:                                    |   |          |  |   |          
|Proceeds from borrowings                                                 |   | -        |  |   | 80,000   
|Payments on long-term debt                                               |   | (12,500) |  |   | -        
|Net cash provided by (used in) financing activities                      |   | (12,500) |  |   | 80,000   
|                                                                         |   |          |  |   |          
|Net increase (decrease) in cash and cash equivalents                     |   | 6,321    |  |   | (3,102)  
|Cash and cash equivalents, beginning of period                           |   | 28,458   |  |   | 9,501    
|Cash and cash equivalents, end of period                                 | $ | 34,779   |  | $ | 6,399    
|                                                                         |   |          |  |   |          
|Supplemental information:                                                |   |          |  |   |          
|Interest paid                                                            | $ | 5,489    |  | $ | 6,207    
|                                                                         |   |          |  |   |          
|                                                                         |   |          |  |   |          
|                                                                         |   |          |  |   |          
|                                                                         |   |          |  |   |          
|                                                                         |   |          |  |   |          
|                                                                         |   |          |  |   |          
|                                                                         |   |          |  |   |          

|See accompanying notes to financial statements.
|-----------------------------------------------
|                                               
|-6-                                            
|                                               



|CASTLEGUARD ENERGY, INC.            
|------------------------------------
|                                    
|STATEMENTS OF STOCKHOLDERS' EQUITY  
|(Unaudited for year 2005 first half)
|                                    
|                                    

|                           |              |                 |                | Retained       |                
|-------------------------- | ------------ | --------------- | -------------- | -------------- | ---------------
|                           |              |                 |                | Earnings       | Total          
|                           | Common Stock | Paid-in         | Treasury       | (Accumulated   | Stockholders'  
|                           | Shares       | Amount          | Capital        | Stock          | Deficit)       
|                           |              |                 |                |                |                
|Balance, December 31, 2003 | 19,226,626   | $        19,227 | $      965,826 | $     (56,000) | $        10,361
|                           |              |                 |                |                |                
|                           |              |                 |                |                |                
|Net loss 2004              |              |                 |                |                | (3,871)        
|                           |              |                 |                |                |                
|Balance, December 31, 2004 | 19,226,626   | 19,227          | 965,826        | (56,000)       | 6,490          
|                           |              |                 |                |                |                
|Net loss, first six months |              |                 |                |                | (18,675)       
|                           |              |                 |                |                |                
|Balance, June 30, 2005     | 19,226,626   | $19,227         | $965,826       | $(56,000)      | $(12,185)      
|                           |              |                 |                |                |                
|                           |              |                 |                |                |                
|                           |              |                 |                |                |                
|                           |              |                 |                |                |                
|                           |              |                 |                |                |                
|                           |              |                 |                |                |                
|                           |              |                 |                |                |                
|                           |              |                 |                |                |                
|                           |              |                 |                |                |                
|                           |              |                 |                |                |                
|                           |              |                 |                |                |                
|                           |              |                 |                |                |                
|                           |              |                 |                |                |                
|                           |              |                 |                |                |                
|                           |              |                 |                |                |                
|                           |              |                 |                |                |                
|                           |              |                 |                |                |                
|                           |              |                 |                |                |                
|                           |              |                 |                |                |                
|                           |              |                 |                |                |                
|                           |              |                 |                |                |                
|                           |              |                 |                |                |                
|                           |              |                 |                |                |                
|                           |              |                 |                |                |                
|                           |              |                 |                |                |                
|                           |              |                 |                |                |                
|                           |              |                 |                |                |                
|                           |              |                 |                |                |                
|                           |              |                 |                |                |                
|                           |              |                 |                |                |                
|                           |              |                 |                |                |                
|                           |              |                 |                |                |                
|                           |              |                 |                |                |                
|                           |              |                 |                |                |                

|See accompanying notes to financial statements.
|-----------------------------------------------
|                                               
|-7-                                            
|                                               

|CASTLEGUARD ENERGY, INC.                                         
|-----------------------------------------------------------------
|                                                                 
|NOTES TO FINANCIAL STATEMENTS                                    
|                                                                 
|Note 1 - Summary of Significant Accounting Policies and Practices
|                                                                 
|(a)                                                              
|                                                                 
|                                                                 
|(b)                                                              
|                                                                 
|                                                                 
|(c)                                                              
|                                                                 
|                                                                 
|(d)                                                              
|                                                                 
|                                                                 
|(e)                                                              
|                                                                 



|Note 2 - Long-Term Debt                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|The Company is party to a debt agreement with a commercial bank that provides for a $2,000,000 term note with an initial borrowing base of $322,333 which is reduced at the rate of $21,667 per month. Principal payments of $21,667 per month are due when the amounts outstanding on this note exceed the borrowing base. At December 31, 2004, the borrowing base was less than the outstanding note balance. Interest is payable monthly at the bank's prime rate (5.25% at December 31, 2004) plus .75 percent. The note is collateralized by all of the Company's oil and gas properties. Debt covenants restrict other debt, pledge of assets, sales of assets, payment of dividends, mergers and changes in ownership.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|On April 7, 2005, the Company negotiated new terms for the agreement which extends its maturity to February 1, 2006, provides for a $5,000 principal reduction immediately and further reductions of $7,500 each month beginning July 1, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-8-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

|CASTLEGUARD ENERGY, INC
|-----------------------

|Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
              CONDITION AND RESULTS OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|This Quarterly Report on Form 10-QSB includes "forward-looking" statements within the meaning of Section 27a of the Securities Act of 1933, as amended (the "Securities Act"), and section 21e of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Specifically, all statements other than statements of historical facts included in this report regarding Castleguard Energy Inc.'s financial position, business strategy and plans and objectives of management of the Company for future operations are forward- looking statements. These forward-looking statements are based on the beliefs of the Company's management as well as assumptions made by and information currently available to the Company's management. When used in this report, the words "anticipate," "believe," "estimate," "expect" and "intend" and words or phrases of similar import, as they relate to the Company or Company management, are intended to identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions related to certain factors including, without limitation, price levels for oil and natural gas, concentration of oil and natural gas reserves and production, drilling risks, uncertainty of oil and gas reserves, risks associated with the development of additional revenues and with the acquisition of oil and gas properties and other energy assets, operating hazards and uninsured risks, general economic conditions, governmental regulation, changes in industry practices, marketing risks, one time events and other factors described herein ("cautionary statements"). Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. The Company does not intend to update these forward- looking statements. All subsequent written and oral forward- looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the applicable cautionary statements. Reference is made to disclosure regarding "Forward-Looking Statements and Cautionary Statements" included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2004, which is incorporated herein by reference.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|The Company is an independent oil and gas exploration company whose strategic focus is the application of advanced seismic imaging and computer-aided exploration technologies in the systematic search for commercial hydrocarbon reserves, primarily in the states of Texas and Louisiana. The Company attempts to leverage its technical experience and expertise with seismic technology to identify exploration and exploitation projects with significant potential economic return. The Company intends to participate in selected exploration projects as a non-operating, working interest owner, sharing both risk and rewards with its partners. The Company has and will continue to pursue exploration opportunities in regions where the Company believes significant opportunity for discovery of oil and gas exists. By reducing drilling risk through seismic technology, the Company seeks to improve the expected return on investment in its oil and gas exploration projects. The Company attempts to limit capital requirements by forming industry alliances and exchanges a portion of its interest for cash and/or a carried interest in its exploration projects.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|RESULTS OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Overall Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Mechanical problems and rapid well decline curves have adversely affected production in the Minden Louisiana Field for the last two years. Although some wells have been worked over and production increased, overall production continues to decline more rapidly than anticipated. The decline has adversely affected revenues and cash flow and continued through the second quarter of 2005. In addition, a regulatory action in 2003 to retroactively reduce our share of a former producing well required a payment of $83,631 which further exacerbated our reduced cash resources. Consequently, in 2003 we farmed out a portion of a new well drilled and in 2004 only participated in our share of costs to work over two wells. The production declines have resulted in a reduction of our reserves that caused an increase in our rate of depreciation, depletion and amortization (DD&A) during 2004. Consequences of the foregoing are described in "Liquidity and Capital Resources".                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-9-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Three Month Periods Ended June 30, 2005 vs. 2004                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Second quarter 2005 (this year) loss of ($7,417) ($.00 per share) continued the trend of the first quarter, down from a small profit in 2004 of $15,144 ($.00 per share). Declines in production quantities coupled with slight increases in prices were the principal drivers of a 42% decline in revenues. The revenue decline plus higher lease operating costs and higher DD&A combined to produce an operating loss for the quarter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Natural gas volumes declined 50.3% from 2004, 5,641 mcf versus 11,354 mcf last year; oil volumes were 399 barrels down from 563 barrels last year. The production declines continued the down trend from the Minden Louisiana field which started in 2003. Higher lease operating costs, higher DD&A rates and slightly lower general and administrative expenses combined for a 4.3% increase in expenses. Interest and financing costs were slightly lower due to lower debt levels and the completion of amortization of financing costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Expenses were largely stable from quarter to quarter but depreciation, depletion and amortization DD&A was up 117% from applying the rates effective in 2004 which were higher as the result of lower year-end reserves.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Six Month Periods Ended June 30, 2005 vs. 2004                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|The same factors that impacted the second quarter were responsible for the six month results compared to last year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Revenues declined from lower production rates and operating costs were higher due to higher DD&A rates. The combination caused a loss of ($18,675) ($.00 per share) for the six months ended June 2005 versus a profit of $23,116 ($.00 per share) last year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Volumes of gas sold this year were 13,480 mcf down from 21,019 mcf last year.    Oil sales were 622 barrels this year down from 1,233 barrels last year. Prices for natural gas sales averaged $6.35 per mcf, up from $5.90 per mcf last year; oil prices averaged $41.12 per barrel this year versus $34.94 per barrel last year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|As in the second quarter, interest and financing costs was down from last year because financing costs have been fully amortized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|LIQUIDITY AND CAPITAL RESOURCES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Capital resources and liquidity have been strained since 2003. Our borrowing arrangement with a commercial bank was revised in 2003 to provide some relief but lower production volumes, less cash flow and our share of workover costs have combined to exceed our cash inflows. The operator of wells in Minden started offsetting our revenues in the fourth quarter of 2004 and will continue until we have fully paid our obligation which will be sometime after the end of the second quarter of 2005. As a consequence, during the fourth quarter we started delaying bill paying and principal reductions on our bank obligation. In early April 2005, we negotiated new terms on the bank debt, to bring the note current with a principal reduction of $5,000 and a revised maturity of February 1, 2006. Terms provide for principal reductions of $7,500 per month plus interest beginning July 1, 2005. Bank officials indicated a willingness to review the status again in early 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|To partially alleviate the cash shortage, the Board of Directors approved the sale of the Company's interest in the Cedar Creek, Alabama property and the sale was closed during the second quarter. Proceeds from the sale were used to pay past due bills from vendors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|The effect of the foregoing is that cash resources continue to be strained and are expected to remain that way for the foreseeable future. As a consequence, little if any capital is available for any new projects or significant workovers of existing wells. The Board of Directors continues to explore options for the future direction of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  



|                               
|-------------------------------
|Item 3. CONTROLS AND PROCEDURES
|                               

|(a) | Evaluation of disclosure controls and procedures.
|--- | -------------------------------------------------
|    |                                                  

|The President/Secretary/Treasurer/Director of the Company has conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures pursuant to Rule 13a-14 under the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based upon that evaluation, the President/Secretary/Treasurer/Director concluded that the Company's disclosure controls and procedures were effective in ensuring that all material information relating to the Company required to be filed in this quarterly report has been made known to them in a timely manner.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

|(b) | Changes in internal controls.
|--- | -----------------------------
|    |                              

|There have been no significant changes made in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to the end of the period covered by this report.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                
|Part II. Other Information                                                                                                                                                                                      
|                                                                                                                                                                                                                
|Item 1. Legal Proceedings                                                                                                                                                                                       
|Not Applicable                                                                                                                                                                                                  
|                                                                                                                                                                                                                
|Item 2. Changes in Securities and Use of Proceeds                                                                                                                                                               
|Not Applicable                                                                                                                                                                                                  
|                                                                                                                                                                                                                
|Item 3. Defaults Upon Senior Securities                                                                                                                                                                         
|Not Applicable                                                                                                                                                                                                  
|                                                                                                                                                                                                                
|Item 4. Submission of Matters to a Vote of Security Holders                                                                                                                                                     
|Not Applicable                                                                                                                                                                                                  
|                                                                                                                                                                                                                
|Item 5. Other Information                                                                                                                                                                                       
|Not Applicable                                                                                                                                                                                                  
|                                                                                                                                                                                                                

|Item 6. Exhibits
|----------------



|(a)  | Exhibits -                                                             
|---- | -----------------------------------------------------------------------
|     |                                                                        
|31.1 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|     |                                                                        
|32.1 | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|     |                                                                        
|     |                                                                        
|     |                                                                        
|     |                                                                        
|     |                                                                        
|     |                                                                        
|11  







|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 thereunto duly authorized.
|                                                                                                                                                                                        

|                 | CASTLEGUARD ENERGY, INC.               
|---------------- | ---------------------------------------
|                 |                                        
|                 |                                        
|August  12, 2005 | /s/ Harvey Jury                        
|                 | By: Harvey Jury, Director and President
|                 |                                        
|                 |                                        



















































































|-12-
|----





|Exhibit Index
|-------------



|     |                                                                        
|---- | -----------------------------------------------------------------------
|31.1 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|     |                                                                        
|32.1 | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|     |                                                                        
|     |                                                                        
|     |                                                                        
|     |                                                                        
|     |                                                                        
|     |                                                                        
|     |                                                                        
|     |                                                                        
|     |                                                                        
|     |                                                                        
|     |                                                                        
|     |                                                                        
|     |                                                                        
|     |                                                                        
|     |                                                                        
|     |                                                                        
|     |                                                                        
|     |                                                                        
|     |                                                                        
|     |                                                                        
|     |                                                                        
|     |                                                                        
|     |                                                                        
|     |                                                                        
|     |                                                                        

|    
|----
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|    
|-13-