SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

UNITED STATES

FORM 10-KSB/A

AMENDMENT NO. 1





[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934



FOR THE FISCAL YEAR ENDED JUNE 30, 2003



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: 0-33345



GAMES, INC.

(formerly Colley Corporation)

(Name of Small Business Issuer in Its Charter)



DELAWARE

75-2926440

(State or other jurisdiction of

(IRS Employer Identification

incorporation or organization)

No.)



425 WALNUT STREET, SUITE 2300 CINCINNATI, OHIO 45202

(Address of principal executive offices)  (Zip Code)



(513) 721-3900



(Registrant's telephone number, including area code)



Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act: None



COMMON STOCK, PAR VALUE $.001 PER SHARE



Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 [ ] No  [X]

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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB any amendment to this Form 10-KSB [X].



The Registrant's revenue for its most recent fiscal year: $218,049



The aggregate market value of the Registrant's common stock, $.001 par value, held by non-affiliates as of October 9, 2003, on the OTC Bulletin Board, was $8,174,741.



As of October 9, there were 16,964,855 shares of the Registrant's common stock outstanding.







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GAMES, INC.



FORM 10-KSB

TABLE OF CONTENTS





EXPLANATORY NOTE

4

ITEM 8.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

4

ITEM 13.

EXHIBITS AND REPORTS ON FORM 8-K

4

SIGNATURES

7

CERTIFICATIONS

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EXPLANATORY NOTE



This amendment is being filed to Form 10-k for the fiscal year ended June 30, 2003

Item 8A Controls and Procedures as required byas required by Rule 13a-15 under the Securities Exchange Act of 1934.





ITEM 8A. CONTROLS AND PROCEDURES



As of the end of the period covered by this report, our Chief Executive Officer and our Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as required by Rule 13a-15 under the Securities Exchange Act of 1934. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in ensuring that information about us and our subsidiaries, including the information required to be disclosed in our filings under the Securities Exchange Act of 1934, is recorded, processed, summarized and communicated to them as appropriate to allow timely decisions regarding required disclosure.



No change was identified in connection with the evaluation described above that occurred during the fourth quarter of fiscal 2003 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



Subsequent to the date of our evaluation described above, we have not made any significant changes, including corrective actions with regard to significant deficiencies or material weaknesses, in our internal controls or in other factors that could significantly affect these controls.







ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K



(a)

Exhibits



3.1*

Registrant's Certificate of Incorporation



3.2*

Certificate of Merger of AZ Acquisition and Colley Corporation (which certificate effected amendments of the Certificate of Incorporation of AZ Acquisition Corp.)



3.3*

Certificate of Amendment of Certificate of Incorporation dated September 16, 2002 (changing name to Games, Inc.)



3.4*

Registrant's Bylaws



10.1*

Purchase Agreement dated June 1, 2001 between the Registrant's subsidiary Gamebanc Corporation (formerly Lottery Channel, Inc.) and Nielsen Enterprises

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10.2*

Employment Agreement dated September 30, 1998 between the Registrant and Carol Meinhardt



10.3*

Employment Agreement dated September 30, 1998 between the Registrant and Roger W. Ach



10.4*

$1,000,000 Promissory Note issued by Registrant to Chicago West Pullman Corporation



10.5*

Qualified Retirement Plan and Trust of Registrant



10.6**

2002 Long-Term Stock Incentive Plan of Games, Inc.



10.7**

Revised Employment Agreement dated July 1, 2002 between Colley Corporation and Carol A. Meinhardt



10.8**

Employment Agreement dated October 1, 2003 between Games, Inc. and Myles S. Cairns



10.9**

Revised Employment Agreement dated July 1, 2002 between Games, Inc. and Roger W. Ach II



31.1

Certification Pursuant to Section 302 of Roger W. Ach, II



31.2

Certification Pursuant to Section 302 of Myles S. Cairns



32.1

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of Roger W. Ach, II



32.2

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of Myles S. Cairns



*Incorporated by reference to the Company's Form 10-SB filed November 15, 2001.

**Incorporated by reference to the Company's Form 10-SB filed November 6, 2003.



(b)

Reports on Form 8-K



On September 11, 2003 the Company reported on Form 8-K that on September 9, 2003, the Board of Directors of Games, Inc. issued a press release announcing the appointment of George R. Blake as independent director to the Board of Directors and also that on September 2, 2003, Chad Wick resigned from the Board of Directors of Games, Inc. Mr. Wick was appointed to the Board of Directors on September 3, 2002.  Mr. Wick resigned from the Board for personal reasons.

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On August 18, 2003, the Company reported on Form 8-K, that the Company approved Marcum & Kliegman LLC (MK) as the Companys new accountants for the year ended June 30, 2003 effective August 15, 2003.



On May 16, 2003, the Company reported on Form 8-K, that the Companys independent auditors King Griffin & Adamson P.C. (KGA), resigned effective May 14, 2003.



On September 27, 2002, the Company reported on Form 8-K, that the Company approved King Griffin & Adamson P.C. (KGA) as the Companys new accountants for the year ended June 30, 2002.



On July 22, 2002, the Company reported on Form 8-K that the Companys independent certified accounting firm S.W. Hatfield CPA resigned effective July 15, 2002.



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SIGNATURES

In accordance with the Section 13 or 15(d) of the Securities Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





GAMES, INC.





/S/ Roger W. Ach, II

Roger W. Ach, II

President and Chief Executive Officer



Date: November 22 2004



|SIGNATURES           | TITLE                                                                            | DATE             
|-------------------- | -------------------------------------------------------------------------------- | -----------------
|                     |                                                                                  |                  
|/S/ROGER W. ACH, II  | Chief Executive Officer, President and Chairman of the Board                     | November 22, 2004
|                     |                                                                                  |                  
|________________     |                                                                                  |                  
|Roger W. Ach, II     |                                                                                  |                  
|                     |                                                                                  |                  
|/S/MYLES S. CAIRNS   | Executive Vice-President, Chief Financial Officer,  Principal Accounting Officer | November 22 2004 
|                     |                                                                                  |                  
|_________________    |                                                                                  |                  
|Myles S. Cairns      |                                                                                  |                  
|                     |                                                                                  |                  
|/S/ Thomas C. Joseph | Director                                                                         | November 22, 2004
|                     |                                                                                  |                  
|___________________  |                                                                                  |                  
|Thomas C. Joseph     |                                                                                  |                  







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CERTIFICATIONS



EXHIBIT 31.1



CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002



I, Roger Ach, II, certify that:



1.  I have reviewed this annual report on Form 10-KSB of Games, Inc.;



2.  Based on my knowledge, this annual report does not contain any untrue

statement of a material fact or omit to state a material fact necessary to

make the statements made, in light of the circumstances under which such

statements were made, not misleading with respect to the period covered by

this report;



3.  Based on my knowledge, the financial statements, and other financial

information included in this report, fairly present in all material

respects the financial condition, results of operations and cash flows of

the registrant as of, and for, the periods presented in this report;



4.  The registrant's other certifying officer and I are responsible for

establishing and maintaining disclosure controls and procedures (as defined

in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:



a)  Designed such disclosure controls and procedures, or caused such

disclosure controls to be designed under our supervision, to ensure

that material information relating to the registrant, including its

consolidated subsidiaries, is made known to us by others within those

entities, particularly during the period in which this report is being

prepared;



b)  Evaluated the effectiveness of the registrant's disclosure controls and

procedures and presented in this report our conclusions about the

effectiveness of the disclosure controls and procedures, as of the end

of the period covered by this report based on such evaluation; and



c)  Disclosed in this report any change any change in the registrant's

internal control over financial reporting that occurred during the

registrant's most recent fiscal quarter (the registrant's fourth fiscal

quarter in the case of an annual report) that has materially affected,

or is reasonably likely to materially affect, the registrant's internal

control over financial reporting; and



5.  The registrant's other certifying officer and I have disclosed, based on

our most recent evaluation of internal control over financial reporting, to

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the registrant's auditors and the audit committee of registrant's board of

directors (or persons performing the equivalent functions):



a)  All significant deficiencies and material weaknesses in the design or

operation of internal control over financial reporting which are

reasonably likely to adversely affect the registrant's ability to

record, process, summarize and report financial information; and



b)  Any fraud, whether or not material, that involves management or other

employees who have a significant role in the registrant's internal

control over financial reporting.



Date:  November 22, 2004



/s/ Roger Ach, II

----------------------

Roger Ach, II

Chief Executive Officer

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EXHIBIT 31.2



CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002



I, Myles S. Cairns, certify that:



1.  I have reviewed this annual report on Form 10-KSB of Games, Inc.;



2.  Based on my knowledge, this annual report does not contain any untrue

statement of a material fact or omit to state a material fact necessary to

make the statements made, in light of the circumstances under which such

statements were made, not misleading with respect to the period covered by

this report;



3.  Based on my knowledge, the financial statements, and other financial

information included in this report, fairly present in all material

respects the financial condition, results of operations and cash flows of

the registrant as of, and for, the periods presented in this report;



4.  The registrant's other certifying officer and I are responsible for

establishing and maintaining disclosure controls and procedures (as defined

in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:



a)  Designed such disclosure controls and procedures, or caused such

disclosure controls to be designed under our supervision, to ensure

that material information relating to the registrant, including its

consolidated subsidiaries, is made known to us by others within those

entities, particularly during the period in which this report is being

prepared;



b)  Evaluated the effectiveness of the registrant's disclosure controls and

procedures and presented in this report our conclusions about the

effectiveness of the disclosure controls and procedures, as of the end

of the period covered by this report based on such evaluation; and



c)  Disclosed in this report any change any change in the registrant's

internal control over financial reporting that occurred during the

registrant's most recent fiscal quarter (the registrant's fourth fiscal

quarter in the case of an annual report) that has materially affected,

or is reasonably likely to materially affect, the registrant's internal

control over financial reporting; and



5.   The registrant's other certifying officer and I have disclosed, based on

our most recent evaluation of internal control over financial reporting, to

the registrant's auditors and the audit committee of registrant's board of

directors (or persons performing the equivalent functions):

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a)  All significant deficiencies and material weaknesses in the design or

operation of internal control over financial reporting which are

reasonably likely to adversely affect the registrant's ability to

record, process, summarize and report financial information; and



b)  Any fraud, whether or not material, that involves management or other

employees who have a significant role in the registrant's internal

control over financial reporting.



Date:  November 22, 2004



/s/ Myles S. Cairns

---------------------

Myles S. Cairns

Chief Financial Officer

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EXHIBIT 32.1



CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Annual Report of a 21, Inc. (the "Company") on Form 10-KSB for the year ended December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Roger W. Ach, II, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date:

November 22, 2004



/s/Roger W. Ach, II

Roger W. Ach, II

Chief Executive Officer



[A signed original of this written statement required by Section 906 has been

provided to Games, Inc. and will be retained by Games, Inc. and furnished to the United States Securities and Exchange Commission or its staff upon request.]

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EXHIBIT 32.2



CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Annual Report of a 21, Inc. (the "Company") on Form 10-KSB for the year ended December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Myles S. Cairns, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date:

November 22, 2004



/s/Myles S. Cairns

Myles S. Cairns

Principal Financial and Accounting Officer



[A signed original of this written statement required by Section 906 has been

provided to Games, Inc. and will be retained by Games, Inc. and furnished to

the United States Securities and Exchange Commission or its staff upon request.]



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