# UNITED STATES
                                        SECURITIES AND EXCHANGE COMMISSION
                                              WASHINGTON, D.C. 20549

# FORM 10-QSB

|[X] |  | QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934          For the
quarterly period ended June 30, 2004
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------

|[_] |  | TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT          For the transition period
from _________ to _________
|--- |  | ------------------------------------------------------------------------------------------------------------------------------

Commission file number: 0-26056




IMAGE SENSING SYSTEMS,
INC.(Exact name of small business issuer as specified in its
charter)

|Minnesota                       | 41-1519168                          
|------------------------------- | ------------------------------------
|(State or other jurisdiction of | (I.R.S. Employer Identification No.)
|incorporation or organization) 

500 SPRUCE TREE CENTRE
1600 UNIVERSITY AVE. W.ST. PAUL, MN 55104-3825
(Address of principal executive offices)(651) 603-7700
(Issuers telephone number)

Not Applicable
   ------------------------------------------------------------------------------------------------------------
                (Former name, former address and former fiscal year, if changed since
last report)

Check whether the issuer (1) 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  [  ]

State the number of shares
outstanding of each of the issuers classes of common equity, as of the latest practical
date:  Common Stock, $.01 par value, 3,437,032 shares as of July 19, 2004.

Transitional Small Business
Disclosure Format: Yes  [  ]   No  [X]

---

IMAGE SENSING SYSTEMS,
INC.

TABLE OF CONTENTS

|       | PART I.  FINANCIAL INFORMATION                            | Page No.
|------ | --------------------------------------------------------- | --------
|      
|Item 1 | Financial Statements:                                     |         
|      
|       | Condensed Consolidated Balance Sheets as of              
|       | June 30, 2004 and December 31, 2003                       | 3       
|      
|       | Condensed Consolidated Statements of Income for the      
|       | three- and six-month periods ended June 30, 2004 and 2003 | 4       
|      
|       | Condensed Consolidated Statements of Cash Flows for the  
|       | six-month periods ended June 30, 2004 and 2003            | 5       
|      
|       | Notes to Condensed Consolidated Financial Statements      | 6       
|      
|Item 2 | Managements Discussion and Analysis of Financial        
|       | Condition and Results of Operations                       | 7       
|      
|Item 3 | Controls and Procedures                                   | 12      
|      
|       | PART II. OTHER INFORMATION                               
|      
|Item 4 | Submission of Matters to a Vote of Security Holders       | 13      
|      
|Item 6 | Exhibits and Reports on Form 8-K                          | 13      
|      
|       | Signatures                                                | 14      
|      
|       | Exhibit Index                                             | 15      

2

---

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

# IMAGE SENSING SYSTEMS,
INC.CONDENSED CONSOLIDATED BALANCE SHEETS

|                                            | June 30,
2004 | December 31,
2003
|------------------------------------------- | ------------- | -----------------
|                                            |               |                  
|Assets                                      |               |                  
|Current assets:                             |               |                  
|Cash and cash equivalents                   |               |                  
|Accounts receivable                         |               |                  
|Inventories                                 |               |                  
|Investment in FHLB bond                     |               |                  
|Prepaid expenses                            |               |                  
|Deferred income taxes                       |               |                  
|                                            |               |                  
|Total current assets                        |               |                  
|                                            |               |                  
|Property and equipment, net                 |               |                  
|                                            |               |                  
|Other assets:                               |               |                  
|Capitalized software development costs, net |               |                  
|Goodwill                                    |               |                  
|Other                                       |               |                  
|                                            |               |                  
|                                            |               |                  
|                                            |               |                  
|Total assets                                |               |                  
|                                            |               |                  
|                                            |               |                  
|Liabilities and Shareholders Equity        |               |                  
|Current liabilities:                        |               |                  
|Accounts payable                            |               |                  
|Accrued compensation                        |               |                  
|Income taxes payable                        |               |                  
|                                            |               |                  
|Total current liabilites                    |               |                  
|                                            |               |                  
|Deferred income taxes                       |               |                  
|                                            |               |                  
|Shareholders equity:                       |               |                  
|Common stock                                |               |                  
|Additional paid-in capital                  |               |                  
|Retained earnings                           |               |                  
|                                            |               |                  
|                                            |               |                  
|                                            |               |                  
|                                            |               |                  
|Total liabilities and shareholders equity  |               |                  
|                                            |               |                  

Note: The balance sheet at December
31, 2003 has been derived from the audited financial statements at that date but does not
include all of the information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements.

See accompanying notes

3

---

# IMAGE SENSING SYSTEMS,
INC.CONDENSED CONSOLIDATED STATEMENTS OF INCOME(UNAUDITED)

|                                         | Three-Month Periods Ended
June 30 | Six-Month Periods Ended
June 30
|---------------------------------------- | --------------------------------- | -------------------------------
|                                         |                                   |                                
|                                         |                                   |                                
|                                         |                                   |                                
|Revenue:                                 |                                   |                                
|Product sales                            |                                   |                                
|Royalties                                |                                   |                                
|Consulting services                      |                                   |                                
|                                         |                                   |                                
|                                         |                                   |                                
|                                         |                                   |                                
|Costs of revenue:                        |                                   |                                
|Product sales                            |                                   |                                
|Royalties                                |                                   |                                
|Consulting services                      |                                   |                                
|                                         |                                   |                                
|                                         |                                   |                                
|                                         |                                   |                                
|Gross profit                             |                                   |                                
|                                         |                                   |                                
|Operating expenses:                      |                                   |                                
|Selling, marketing and product support   |                                   |                                
|General and administrative               |                                   |                                
|Research and development                 |                                   |                                
|                                         |                                   |                                
|                                         |                                   |                                
|                                         |                                   |                                
|Income  from operations                  |                                   |                                
|                                         |                                   |                                
|Other income (expense), net              |                                   |                                
|                                         |                                   |                                
|Income  before income taxes              |                                   |                                
|Income taxes                             |                                   |                                
|                                         |                                   |                                
|Net income                               |                                   |                                
|                                         |                                   |                                
|                                         |                                   |                                
|Net income  per common share:            |                                   |                                
|Basic                                    |                                   |                                
|                                         |                                   |                                
|Diluted                                  |                                   |                                
|                                         |                                   |                                
|                                         |                                   |                                
|Weighted average number of common shares |                                   |                                
|outstanding:                             |                                   |                                
|Basic                                    |                                   |                                
|                                         |                                   |                                
|Diluted                                  |                                   |                                
|                                         |                                   |                                

See accompanying notes

4

---

# IMAGE SENSING SYSTEMS,
INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED)

|                                                    | Six-Month Periods Ended
June 30
|--------------------------------------------------- | -------------------------------
|                                                    |                                
|                                                   
|                                                    |                                
|Operating activities:                               |                                
|Net income                                          |                                
|Adjustments to reconcile net income to net cash     |                                
|provided by operating activities                    |                                
|                                                    |                                
|Net cash provided by operating activities           |                                
|                                                    |                                
|                                                    |                                
|Investing activities:                               |                                
|Purchase of property and equipment                  |                                
|Purchase of Federal Home Loan Board bond            |                                
|                                                    |                                
|Net cash used in investing activities               |                                
|                                                    |                                
|                                                    |                                
|Financing activities:                               |                                
|Proceeds from exercise of stock options             |                                
|Payment to former shareholders of subsidiary        |                                
|                                                    |                                
|Net cash provided by (used in) financing activities |                                
|                                                    |                                
|                                                    |                                
|Increase (decrease) in cash and cash equivalents    |                                
|                                                    |                                
|Cash and cash equivalents, beginning of period      |                                
|                                                    |                                
|Cash and cash equivalents, end of period            |                                
|                                                    |                                

See accompanying notes

5

---

IMAGE SENSING SYSTEMS,
INC.

NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
                                                    (Unaudited)
                                                   June 30, 2004

Note
A: Basis of Presentation

The
accompanying unaudited condensed consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of America
for interim financial information and with the instructions to Form 10-QSB.  Accordingly,
they do not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete financial
statements.  In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been included.
 Operating results for the six-month period ended June 30, 2004 are not necessarily
indicative of the results that may be expected for the year ending December 31, 2004. For
further information, refer to the financial statements and accompanying footnotes in our
Form 10-KSB for the fiscal year ended December 31, 2003.

Note
B: Earnings Per Share

The
following table sets forth the computations of basic and diluted earnings per share for
the three- and six-month periods ended June 30, 2004 and 2003 (dollars and share amounts
in thousands):

|                              | Three-Month Periods
Ended June 30 | Six-Month Periods
Ended June 30
|----------------------------- | --------------------------------- | -------------------------------
|                              |                                   |                                
|                              |                                   |                                
|                              |                                   |                                
|Numerator:                    |                                   |                                
|Net income                    |                                   |                                
|                              |                                   |                                
|Denominator:                  |                                   |                                
|Shares used in basic net      |                                   |                                
|income per share              |                                   |                                
|calculations:                 |                                   |                                
|Effect of diluted securities: |                                   |                                
|Employee and director         |                                   |                                
|stock options                 |                                   |                                
|                              |                                   |                                
|Shares used in diluted        |                                   |                                
|net income per share          |                                   |                                
|calculations                  |                                   |                                
|                              |                                   |                                
|Basic net income per share    |                                   |                                
|                              |                                   |                                
|Diluted net income per share  |                                   |                                
|                              |                                   |                                

6

---

Note
C: Stock Options

Stock
options issued to employees are accounted for under the intrinsic value method.
 Accordingly, stock-based employee compensation cost is reflected in net income, as all
options granted had an exercise price equal to the market value of the underlying common
stock on the date of grant.  The following table illustrates the effect on net income and
net income per share if we had applied the fair value method of accounting for stock
options (dollars in thousands):

|                                          | Three-Month Periods
Ended June 30, | Six-Month Periods
Ended June 30,
|----------------------------------------- | ---------------------------------- | --------------------------------
|                                          |                                    |                                 
|                                          |                                    |                                 
|                                          |                                    |                                 
|Net income, as reported                   |                                    |                                 
|Deduct:  Total stock-based employee       |                                    |                                 
|compensation expense determined under the |                                    |                                 
|fair value method for all awards, net of  |                                    |                                 
|related tax effects                       |                                    |                                 
|                                          |                                    |                                 
|Pro-forma net income                      |                                    |                                 
|                                          |                                    |                                 
|Net income per share:                     |                                    |                                 
|Basic - as reported                       |                                    |                                 
|                                          |                                    |                                 
|Basic - pro forma                         |                                    |                                 
|                                          |                                    |                                 
|Diluted - as reported                     |                                    |                                 
|                                          |                                    |                                 
|Diluted - pro forma                       |                                    |                                 
|                                          |                                    |                                 

The
fair value of each stock option granted is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted-average assumptions used:
zero dividend yield; expected volatility of 137%; risk-free interest rate of 4.25% and
expected life of 10 years for all years presented.

Item
2.          Managements Discussion and Analysis of Financial Condition and
                     
                  Results of Operations

Overview:

We
have developed proprietary machine vision technology that converts real world information
into digital electronic signals for processing by computer and have applied it to traffic
management problems.  Our technology uses standard video and computer equipment, combined
with proprietary technology, including complex detection algorithms, computer software,
special

7

---

purpose
hardware, and a Microsoft Windows®-based graphical user interface that enables standard
video cameras to work with the Autoscope system. 

Autoscope systems are sold to distributors and end users of traffic management products in North America and
Latin America by Econolite Control Products, Inc., (Econolite), our distribution partner in those locations. We
also sell Autoscope products to distributors and end users in Europe and Asia through our exclusive
representative agents in Europe and our Hong Kong subsidiary, Flow Traffic Ltd., respectively. The Autoscope
system is used by traffic managers primarily to improve the flow of vehicle traffic and to enhance safety at
intersections, main thoroughfares, freeways and tunnels. The majority of our North American revenue is derived
from royalties received from Econolite. A second primary source of revenue is produced from direct product sales
in Europe and Asia. End users of the Autoscope system throughout the world are generally funded by government
agencies responsible for traffic management and/or traffic law enforcement.

Our success is primarily dependent upon (i) continued governmental funding of Intelligent Transportation
Systems, such as machine vision for traffic control; (ii) our ability, through Econolite and our sales
representatives in Europe and Asia, to successfully market the Autoscope System to individual traffic managers;
and (iii) our ability to develop new machine vision products and applications that enhance traffic managers
ability to cost effectively improve traffic flow and safety.Results of Operations:(Comparison of three- and six-month periods ended June 30, 2004 and 2003) 

The following table sets forth for the periods indicated, (i) certain statements of income data as a percent of
total revenue and (ii) gross profit on product sales and royalties as a percentage of product sales and
royalties, respectively, shown in italics:

|                             | Three-Month
Period Ended
June 30 | Six-Month
Period Ended
June 30
|---------------------------- | -------------------------------- | ------------------------------
|                             |                                  |                               
|                             |                                  |                               
|                             |                                  |                               
|Product sales                |                                  |                               
|Royalties                    |                                  |                               
|Consulting services          |                                  |                               
|Total revenue                |                                  |                               
|Gross profit  product sales |                                  |                               
|Gross profit  royalties     |                                  |                               
|Operating expenses           |                                  |                               
|Income from operations       |                                  |                               
|Income taxes                 |                                  |                               
|Net income                   |                                  |                               

8

---

Revenues
for the second quarter of 2004 were $3,428,000, up 32.0% from $2,597,000 for the same
period a year ago.  The increase in revenues for the second quarter was due primarily to
a 41.2% increase in product sales over the comparable period in 2003 and a 25.7% increase
in royalty income.  The increase in product sales was due primarily to several large
product orders shipped to customers in Asia and Europe in the second quarter of 2004.
Royalty income for the second quarter of 2004 increased over the comparable period in
2003 reflecting Econolites increase in sales of products using our technology.

Revenues for the six-month period ended June 30, 2004, were $5,501,000, an increase of 32.5% from $4,153,000 a
year ago.  Revenue from product sales and royalties increased 58.6% and 18.5%, respectively, over the comparable
six-month period of 2003.  The increases resulted primarily from further acceptance of our products in both the
European and Asian markets and increases in domestic sales by Econolite.

Gross profits for the second quarter of 2004 were $2,564,000, or 74.8% of revenue, compared to $2,107,000, or
81.1% of revenue, for the same period a year ago.  Gross profits for the six-month period ended June 30, 2004
were $4,164,000, or 75.7% of revenue, compared to $3,406,000 or 82.0% of revenue a year ago.  The increases in
gross profit in 2004 are due to increased revenue both from product sales and royalty income.  The decreases in
gross profit margins for both the second quarter and first half of 2004 were due primarily to the increased mix
of product sales as a percentage of total revenue, with product sales having lower margins than royalty income.
Gross profit margins on product sales decreased to 47.4% in the second quarter of 2004 compared to 60.6% for the
comparable quarter in 2003.  Gross profit margins on product sales for the first half of 2004 also decreased to
48.3% from 57.6% for the comparable period in 2003.  The reduced margins for both the second quarter and first
half of 2004 result primarily from unusually large sales of certain products which compliment our technology but
carry lower margins.  Margins on our primary products have not changed significantly in 2004, and we do not
expect that our cost of product sales relative to product sales or royalty costs relative to royalty income will
change appreciably during the balance of 2004.

Operating expenses were $1,126,000, or 32.8% of revenue, for the second quarter of 2004 compared to $1,033,000,
or 39.8% of revenue, for the same period a year ago.  For the first half of 2004, operating expenses were
$2,262,000, or 41.1% of revenue, compared to $2,009,000, or 48.4% of revenue, for the first half of 2003.  The
increases in operating expenses are due primarily to the hiring of technical staff for research and development
projects in the fourth quarter of 2003.  Other increases in operating expenses relate primarily to additional
sales and marketing initiatives in 2004 over 2003.  Operating expenses as a percent of revenue decreased in the
second quarter and first half of 2004 compared to 2003, an indication that our operating expenses tend to be
fixed and are not rising in relation to revenues.  We expect that our operating expenses will increase marginally
during the remainder of 2004 to cover additional sales and product support hires in Europe and Asia and technical
staff in the United States.

Income from operations in the second quarter of 2004 was $1,438,000, or 41.9% of revenue, compared to $1,074,000,
or 41.4% of revenue, in the comparable quarter in 2003, an increase of 33.9%.  Income from operations for the
first half of 2004 was $1,902,000, or 34.6% of revenue, compared to $1,397,000, or 33.6% of revenue, in the
comparable quarter in 2003, an increase of

9

---

36.1%.
The increases in income from operations for both the second quarter and first half of
2004 over the comparable periods in 2003 resulted primarily from revenue growing at a
higher rate (32% for both periods) than operating expenses (9% and 13%, respectively). 

Income taxes were $470,000, or 32.4% of pretax income, in the second quarter of 2004, compared to $244,000, or
22.8% of pretax income, in the comparable quarter of 2003, while income taxes were $627,000, or 32.6% of pretax
income, in the first half of 2004, compared to $319,000, or 22.8% of pretax income in the comparable period of
2003. The increase in income taxes was due primarily to having more taxable income in 2004 and less benefit from
utilization of tax loss and tax credit carryforwards than the previous year. We expect income taxes to remain at
approximately 33% of pretax income for the remainder of the year.

Net income was $979,000, or 28.6% of revenue, in the second quarter of 2004, an 18.4% increase compared to
$827,000, or 31.8% of revenue, in the comparable quarter of 2003. Net income was $1,299,000, or 23.6% of
revenue, in the first half of 2004, a 20.5% increase compared to $1,078,000, or 26.0% of revenue in the
comparable period in 2003. The change in net income is due to the factors discussed above. The decrease in net
income as a percent of revenue is due primarily to the higher effective tax rate in 2004, as discussed above.Liquidity and Capital Resources:

At June 30, 2004, we had $5,767,000 in cash and cash equivalents, compared to $5,384,000 at December 31, 2003.
We had working capital of $7,929,000, and a ratio of current assets to current liabilities of 6.3 to 1 at June
30, 2004, compared to $6,105,000 and 4.8 to 1, respectively, at the end of 2003.

Net cash provided by operating activities was $1,228,000 in the first half of 2004, compared to $1,038,000 in the
comparable period of 2003. We reduced cash and cash equivalents by investing $1.2 million in a Federal Home Loan
Board bond in order to increase our interest income. The bond is callable on September 30, 2004 and matures in
March 2007. Proceeds of $415,000 from stock option exercises were the only other significant source of cash in
2004.

We have a credit agreement that provides up to $1,000,000 in short-term borrowings at .5% over the prime rate
(effective rate of 4.5% at June 30, 2004). Substantially all assets are pledged as collateral on the
borrowings. The credit agreement further includes a covenant that restricts payment of a cash dividend if an
event of default has occurred or would occur as a result of paying a dividend. We had no outstanding borrowings
under the credit agreement in 2004 or 2003.

We believe that cash and cash equivalents on hand at June 30, 2004, our $1,000,000 line of credit and cash
provided by operating activities will satisfy our projected working capital needs, investing activities and other
cash requirements in the foreseeable future.Off-Balance Sheet Arrangements:

We have no off-balance sheet arrangements.

10

---

Critical
Accounting Policies:

Our critical accounting policies are described in Managements Discussion and Analysis of Financial Condition and
Results of Operations in our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003. The
accounting policies used in preparing our interim 2004 consolidated condensed financial statements are the same
as those described in our Annual Report.Cautionary Statement:

SAFE HARBOR STATEMENT
UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This
Quarterly Report on Form 10-QSB contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange of 1934, as amended. Forward-looking statements represent our expectations or
beliefs concerning future events and can be identified by the use of forward-looking
words such as believes, may, will, should, intends, plans, estimates, or
anticipates or other comparable terminology.  Forward-looking statements are subject to
risks and uncertainties that may cause the Companys actual results to differ materially
from the results discussed in the forward-looking statements.  Factors that might cause
such differences include, but are not limited to:

dependence on a single product for most of our revenue;

budget constraints by governmental entities that purchase our products;

continuing ability of our licensee to pay royalties owed;

dependence on third parties for manufacturing and marketing our products;
dependence on single-source suppliers to meet manufacturing needs;

failure to secure adequate protection for our intellectual property rights;

our inability to develop new applications and product enhancements;

our inability to properly manage growth in revenue and/or production requirements;

our inability to retain key scientific and technical personnel;

control of our voting stock by insiders; and

conditions beyond our control such as war, terrorist attacks, severe acute respiratory syndrome (SARS)
epidemic and economic recession.


11

---

We
caution that the forward-looking statements made in this report or in other announcements
made by the Company are further qualified by the risk factors set forth in Item 1 to the
Companys Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003. 

Item 3.     Controls and ProceduresEvaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and
Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls
and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934 (the
"Exchange Act")). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that, as of the end of the period covered by this report, our disclosure controls and procedures were effective
in timely alerting them to the material information relating to us (or our consolidated subsidiary) required to
be included in the reports we file or submit under the Exchange Act.Changes in Internal Control Over Financial Reporting

During the fiscal quarter covered by this report, there has been no change in our internal control over financial
reporting (as defined in Rule 13a-15(f) or 15d-15(f) under the Exchange Act) that has materially affected, or is
reasonably likely to materially affect, our internal control over financial reporting.

12

---

PART
II: OTHER INFORMATION

Item 4.     Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Shareholders on May 19, 2004, in St. Paul, Minnesota. The Company
solicited proxies and filed its definitive proxy statement with the Securities and Exchange Commission pursuant
to Regulation 14A under the Exchange Act. The only matter voted on at the meeting was the election of
directors.

|Director               | For | Withhold Authority
|---------------------- | --- | ------------------
|                       |     |                   
|Panos G. Michalopoulos |     |                   
|Richard C. Magnuson    |     |                   
|Richard P. Braun       |     |                   
|James Murdakes         |     |                   
|Michael G. Eleftheriou |     |                   

Item
6.     Exhibits and Reports on Form 8-K

(a)  
Exhibits

The
following exhibits are filed as part of this Quarterly Report on Form 10-QSB for the
quarterly period ended June 30, 2004.

|ExhibitNumber | Description
|------------- | -----------
|31.1          |            
|              |            
|              |            
|31.2          |            
|              |            
|              |            
|              |            
|32.1          |            
|              |            
|              |            
|32.2          |            
|              |            

(b)     Reports on Form 8-K

On
April 22, 2004, we furnished a Current Report on Form 8-K announcing earnings for the
quarter ended March 31, 2004 and attaching a press release dated April, 21, 2004 related
thereto.

13

---

SIGNATURES

In
accordance with the requirements of the Securities Exchange Act of 1934, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

|                        | Image Sensing Systems, Inc.                                                                                    
|----------------------- | ---------------------------------------------------------------------------------------------------------------
|                       
|                        | By:                                                                                                            
|                       
|                       
|Dated:  August 5, 2004  | /s/ James MurdakesJames Murdakes Chairman and Chief Executive Officer (principal executive officer)            
|                       
|                       
|Dated:   August 5, 2004 | /s/ Arthur J. BourgeoisArthur J. Bourgeois Chief Financial Officer (principal financial and accounting officer)

14

---

EXHIBIT
INDEX TO FORM 10-QSB

|Exhibit No. | Description                                                                                                                                    
|----------- | -----------------------------------------------------------------------------------------------------------------------------------------------
|           
|31.1        | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934                                  
|           
|31.2        | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934                                  
|           
|32.1        | Chief Executive Officer Certification pursuant to 18 U. S. C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|           
|32.2        | Chief Financial Officer Certification pursuant to 18 U. S. C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

15

---