U.
      S.
      Securities and Exchange Commission


Washington,
      D.C. 20549





FORM
      10-QSB


(Mark
      One)





x
            QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934




For
      the
      quarterly period ended **July
      31, 2005**





 ̈
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934





For
      the
      transition period from _________________ to _________________





Commission
      File No. **000-32089**





**NORTH
      AMERICAN NATURAL GAS, INC.**


(Exact
      name of small business issuer as specified in its charter)





**Washington**
            **91-2023071**(State
                or other jurisdiction of
            (I.R.S.
                Employerincorporation
                or organization)
            Identification
                No)





**580
      Hornby Street, Suite 210**


**Vancouver,
      British Columbia, Canada V6C 3B6**


_______________________________________________


(Address
      of principal executive offices)





**(604)
      687-6991**


________________________________


Issuer's
      telephone number





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 Company 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 practicable date: **July
      31, 2005: 19,812,500 common shares**








**PART
      1**





**ITEM
                1.**
            **FINANCIAL
                STATEMENTS**





Our
      financial statements are stated in United States Dollars (US$) and are prepared
      in accordance with United States Generally Accepted Accounting
      Principles.













North
      American Natural Gas, Inc.


(A
      Development Stage Company)


Balance
      Sheets


(Expressed
      in U.S. Dollars)




July
                31
              2005
              $
              (Unaudited)
            
            April
                30
              2005
              $
              (Audited)ASSETSCurrent
                AssetsCash
            
            
            10,277
            
            
            15,078Total
                Assets
            
            
            10,277
            
            
            15,078LIABILITIES
                AND STOCKHOLDERS' EQUITYCurrent
                LiabilitiesAccounts
                payable
            
            
            1,354
            
            
            651Accrued
                liabilities
            
            
            5,831
            
            
            4,473Total
                Liabilities
            
            
            7,185
            
            
            5,124Stockholders'
                EquityPreferred
                Stock: $.0001 par value; authorized 20,000,000 preferred shares;
                none
                issued
            
            
            -
            
            
            -Common
                Stock: $0.0001 par value; authorized 100,000,000 common shares; 19,812,500
                shares issued and outstanding respectively
            
            
            1,981
            
            
            1,981Additional
                Paid-in Capital (Note 4)
            
            
            310,519
            
            
            310,219Deficit
                Accumulated During the Development Stage
            
            
            (309,408)
            
            
            (302,246)Total
                Stockholders' Equity
            
            
            3,092
            
            
            9,954Total
                Liabilities and Stockholders' Equity
            
            
            10,277
            
            
            15,078





(See
      Accompanying Notes to the Financial Statements)











North
      American Natural Gas, Inc.


(A
      Development Stage Company)


Statements
      of Operations


(Expressed
      in U.S. Dollars)


(Unaudited)




Accumulated
                fromMarch
                24, 2000
            
            Three
                Months Ended(Date
                of Inception)
            
            July
                31,to
                July 31, 2005
              $
            
            2005
              $
            
            2004
              $Revenue
            
            
            -
            
            
            -
            
            
            -ExpensesBusiness
                development
            
            
            24,475
            
            
            -
            
            
            -Consulting
                fees
            
            
            25,000
            
            
            -
            
            
            -Directors
                fee
            
            
            18,500
            
            
            1,500
            
            
            1,500Finance
                costs
            
            
            75,975
            
            
            -
            
            
            -License
                written-off
            
            
            35,000
            
            
            -
            
            
            -Office
                and rent expense
            
            
            11,104
            
            
            316
            
            
            158Professional
                fees
            
            
            106,253
            
            
            4,550
            
            
            6,175Transfer
                agent and filing fees
            
            
            14,946
            
            
            796
            
            
            303Less
                interest income
            
            
            (1,845)
            
            
            -
            
            
            -Total
                Expenses
            
            
            309,408
            
            
            7,162
            
            
            8,136Net
                Loss for the Period
            
            
            (309,408)
            
            
            (7,162)
            
            
            (8,136)Net
                Loss Per Share - Basic and Diluted
            
            
            -
            
            
            -
            
            
            -Weighted
                Average Number of Shares Outstanding
            
            
            
            
            
            19,812,500
            
            
            19,812,500





(See
      Accompanying Notes to the Financial Statements)











North
      American Natural Gas, Inc.


(A
      Development Stage Company)


Statements
      of Cash Flow


(Expressed
      in U.S. Dollars)


(Unaudited)




Three
                Months Ended
              July
                31,2005
              $
            
            2004
              $Cash
                Flows From Operating ActivitiesNet
                loss for the period
            
            
            (7,162)
            
            
            (8,136)Adjustments
                to reconcile net loss to cashDonated
                rent
            
            
            300
            
            
            -Change
                in operating assets and liabilitiesIncrease
                (decrease) in accounts payable and accrued liabilities
            
            
            2,061
            
            
            (535)Net
                Cash Used in Operating Activities
            
            
            (4,801)
            
            
            (8,671)Decrease
                In Cash
            
            
            (4,801)
            
            
            (8,671)Cash
                - Beginning of Period
            
            
            15,078
            
            
            44,236Cash
                - End of Period
            
            
            10,277
            
            
            35,564Non
                - Cash Financing and Investing Activities
            
            
            -
            
            
            -Supplemental
                DisclosuresInterest
                paid
            
            
            -
            
            
            -Income
                tax paid
            
            
            -
            
            
            -




(See
      Accompanying Notes to the Financial Statements)










North
      American Natural Gas, Inc.


(A
      Development Stage Company)


Notes
      to
      Financial Statements


(Expressed
      in U.S. Dollars)


July
      31,
      2005


(Unaudited)




NOTE
      1 -
      BASIS OF PRESENTATION





These
      unaudited financial statements have been prepared in accordance with the
      instructions to SEC Form 10-QSB. Accordingly, certain information and footnote
      disclosures normally included in financial statements prepared in accordance
      with generally accepted accounting principles have been condensed or omitted
      pursuant to such instructions. These unaudited financial statements should
      be
      read in conjunction with the audited financial statements and notes thereto
      as
      at April 30, 2005.





In
      the
      opinion of the Company’s management, all adjustments considered necessary for a
      fair presentation of these unaudited financial statements have been included
      and
      all such adjustments are of a normal recurring nature. Operating results for
      the
      three-month period ended July 31, 2005 are not necessarily indicative of the
      results that can be expected for the fiscal year ended April 30,
      2006.




NOTE
      2 -
      DEVELOPMENT STAGE COMPANY





North
      American Natural Gas, Inc. (formerly FAR Group, Inc.) herein (the “Company”) was
      incorporated in the State of Washington, U.S.A. on March 24, 2000. The Company
      acquired a license to market and distribute vitamins, minerals, nutritional
      supplements, and other health and fitness products in which the grantor of
      the
      license offers these products for sale from various suppliers on their Web
      site.





The
      Company is in the development stage. In a development stage company, management
      devotes most of its activities in developing a market for its products. Planned
      principal activities have not yet begun. The ability of the Company to emerge
      from the development stage with respect to any planned principal business
      activity is dependent upon its successful efforts to raise additional equity
      financing and/or attain profitable operations. There is no guarantee that the
      Company will be able to raise any equity financing or sell any of its products
      at a profit. There is substantial doubt regarding the Company’s ability to
      continue as a going concern.





During
      fiscal 2003, the Company changed its name to North American Natural Gas, Inc.
      as
      it had anticipated that it would undertake a new business purpose in the oil
      and
      gas exploration industry. The Company was unsuccessful in its efforts to raise
      the required capital to acquire the oil and gas properties contemplated and
      reverted back to its original business to exploit the license to market and
      sell
      vitamins and other health and fitness products.




NOTE
      3 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





(a)
            Year
                End





The
      Company’s fiscal year end is April 30.





(b)
            Comprehensive
                Loss





SFAS
      No.
      130, “Reporting Comprehensive Income,” establishes standards for the reporting
      and display of comprehensive loss and its components in the financial
      statements. As at July 31, 2005 and 2004, the Company has no items that
      represent comprehensive loss and, therefore, has not included a schedule of
      comprehensive loss in the financial statements.











North
      American Natural Gas, Inc.


(A
      Development Stage Company)


Notes
      to
      Financial Statements


(Expressed
      in U.S. Dollars)


July
      31,
      2005


(Unaudited)




NOTE
      3 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





(c)
            Recent
                Accounting Pronouncements





In
      April
      2005, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 154,
“Accounting Changes and Error Corrections - a replacement of APB Opinion No.
      20
      and FASB Statement No. 3. SFAS No. 154 applies to all voluntary changes in
      accounting principles. It also applies to changes required by an accounting
      pronouncement in the unusual instance that the pronouncement does not include
      specific transition provisions. Opinion 20 previously required that most
      voluntary changes in accounting principle be recognized by including in net
      income of the period of the change the cumulative effect of changing to the
      new
      accounting principle. SFAS No. 154 requires retrospective application to prior
      periods’ financial statements of changes in accounting principle, unless it is
      impracticable to determine either the period-specific effects or the cumulative
      effect of the change. When it is impracticable to determine the period-specific
      effects of an accounting change on one or more individual prior periods
      presented, SFAS No. 154 requires that the new accounting principle be applied
      to
      the balances of assets and liabilities as of the beginning of the earliest
      period for which retrospective application is practicable and that a
      corresponding adjustment be made to the opening balance of retained earnings
      (or
      other appropriate components of equity or net assets in the statement of
      financial position) for that period rather than being reported in an income
      statement. When it is impracticable to determine the cumulative effect of
      applying a change in accounting principle to all prior periods, SFAS No. 154
      requires that the new accounting principle be applied as if it were adopted
      prospectively from the earliest date practicable. The adoption of this standard
      is not expected to have a material effect on the Company’s results of operations
      or financial position.





In
      December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
      123 (Revised 2004) (“SFAS No. 123R”), “ *Share-Based
      Payment”.* SFAS
      No.
      123R requires that the compensation cost relating to share-based payment
      transactions be recognized in financial statements. That cost will be measured
      based on the fair value of the equity or liability instruments issued. SFAS
      No.
      123R represents the culmination of a two-year effort to respond to requests
      from
      investors and many others that the FASB improve the accounting for share-based
      payment arrangements with employees. The scope of SFAS No. 123R includes a
      wide
      range of share-based compensation arrangements including share options,
      restricted share plans, performance-based awards, share appreciation rights,
      and
      employee share purchase plans. SFAS No. 123R replaces SFAS No. 123,
“ *Accounting
      for Stock-Based Compensation”,* and
      supersedes APB Opinion No. 25, “ *Accounting
      for Stock Issued to Employees”.* SFAS
      No. ** 123,
      as
      originally issued in 1995, established as preferable a fair-value-based method
      of accounting for share-based payment transactions with employees. However,
      that
      statement permitted entities the option of continuing to apply the guidance
      in
      APB Opinion No. 25, as long as the footnotes to the financial statements
      disclosed what net income would have been had the preferable fair-value-based
      method been used. Although those disclosures helped to mitigate the problems
      associated with accounting under APB Opinion No. 25, many investors and other
      users of financial statements believed that the failure to include employee
      compensation costs in the income statement impaired the transparency,
      comparability, and credibility of financial statements. Public entities that
      file as small business issuers will be required to apply Statement 123R in
      the
      first interim or annual reporting period that begins after December 15, 2005.
      The adoption of this standard is not expected to have a material impact on
      the
      Company’s results of operations or financial position.











North
      American Natural Gas, Inc.


(A
      Development Stage Company)


Notes
      to
      Financial Statements


(Expressed
      in U.S. Dollars)


July
      31,
      2005


(Unaudited)




NOTE
      3 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





(c)
            Recent
                Accounting Pronouncements
                (continued)





In
      December 2004, the FASB issued SFAS No. 153, *“Exchanges
      of Nonmonetary Assets - An Amendment of APB Opinion No. 29”.* SFAS No.
      153 is the result of a broader effort by the FASB to improve financial reporting
      by eliminating differences between GAAP in the United States and GAAP developed
      by the International Accounting Standards Board (IASB). As part of this effort,
      the FASB and the IASB identified opportunities to improve financial reporting
      by
      eliminating certain narrow differences between their existing accounting
      standards. SFAS No. 153 amends APB Opinion No. 29, “ *Accounting
      for Nonmonetary Transactions”,* that
      was
      issued in 1973. The amendments made by SFAS No. 153 are based on the principle
      that exchanges of nonmonetary assets should be measured based on the fair value
      of the assets exchanged. Further, the amendments eliminate the narrow exception
      for nonmonetary exchanges of similar productive assets and replace it with
      a
      broader exception for exchanges of nonmonetary assets that do not have
      "commercial substance." Previously, APB Opinion No. 29 required that the
      accounting for an exchange of a productive asset for a similar productive asset
      or an equivalent interest in the same or similar productive asset should be
      based on the recorded amount of the asset relinquished. The provisions in SFAS
      No.153 are effective for nonmonetary asset exchanges occurring in fiscal periods
      beginning after June 15, 2005. Early application is permitted and companies
      must
      apply the standard prospectively. The effect of adoption of this standard is
      not
      expected to have a material impact on the Company’s results of operations and
      financial position.





The
      FASB
      has also issued SFAS No. 151 and 152, but they will not have any relationship
      to
      the operations of the Company. Therefore, a description and its impact on the
      Company’s operations and financial position for each have not been
      disclosed. ****





NOTE
      4 -
      RELATED PARTY BALANCES/TRANSACTIONS





The
      President of the Company provides office premises to the Company at no charge.
      The donated office premises is valued at $100 per month and has been recorded
      as
      additional paid in capital and charged to operations.




**ITEM
                2.**
            **MANAGEMENT’S
                DISCUSSION AND ANALYSIS OR PLAN OF
                OPERATION**





This
      quarterly report contains forward-looking statements as that term is defined
      in
      the Private Securities Litigation Reform Act of 1995. These statements relate
      to
      future events or our future financial performance. In some cases, you can
      identify forward-looking statements by terminology such as “may”, “should”,
“expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”,
“potential”, or “continue” or the negative of these terms or other comparable
      terminology. These statements are only predictions and involve known and unknown
      risks, uncertainties and other factors that may cause our or our industry’s
      actual results, levels of activity, performance or achievements to be materially
      different from future results, levels of activity, performance or achievements
      expressed or implied by these forward-looking statements.





Although
      we believe that the expectations reflected in the forward-looking statements
      are
      reasonable, we cannot guarantee future results, levels of activity, performance
      or achievements. Except as required by applicable law, including the securities
      laws of the United States, we do not intend to update any of the forward-looking
      statements to conform these statements to actual results.





Our
      financial statements are stated in United States Dollars (US$) and are prepared
      in accordance with United States Generally Accepted Accounting Principles.
      In
      this quarterly report, unless otherwise specified, all dollar amounts are
      expressed in United States dollars. All references to “common shares” refer to
      the common shares in our capital stock.











As
      used
      in this quarterly report the terms “we”, “us”, “our”, the “Company” and “North
      American Natural Gas”, means North American Natural Gas, Inc., unless otherwise
      indicated.





**General**





We
      were
      incorporated in the State of Washington on March 24, 2000 as FAR Group Inc.
      The
      Company acquired a license to market and distribute vitamins, minerals,
      nutritional supplements, and other health and fitness products in which the
      grantor of the license offers these products for sale from various suppliers
      on
      their Web site.





The
      Company is in the development stage. In a development stage company, management
      devotes most of its activities in developing a market for its products. Planned
      principal activities have not yet begun. The ability of the Company to emerge
      from the development stage with respect to any planned principal business
      activity is dependent upon its successful efforts to raise additional equity
      financing and/or attain profitable operations. There is no guarantee that the
      Company will be able to raise any equity financing or sell any of its products
      at a profit. There is substantial doubt regarding the Company’s ability to
      continue as a going concern.





During
      fiscal 2003, the Company changed its name to North American Natural Gas, Inc.
      as
      it had anticipated that it would undertake a new business purpose in the oil
      and
      gas exploration industry. The Company was unsuccessful in its efforts to raise
      the required capital to acquire the oil and gas properties contemplated and
      reverted back to its original business to exploit the license to market and
      sell
      vitamins and other health and fitness products.





**Plan
      of Operation**





During
      the period from March 24, 2000 through July 31, 2005, we engaged in no
      significant operations other than organizational activities, acquisition of
      the
      rights to market Vitamineralherb, preparation for registration of securities
      under the Securities Act of 1933, as amended, preparation of a supplementary
      business plan and completing a private placement. No revenues were received
      by
      us during this period.





During
      the fourth quarter of fiscal 2003, we changed our name to North American Natural
      Gas, Inc. as we had anticipated that we would undertake a new business purpose
      in the oil and gas exploration industry. We entered into agreements to purchase
      interests in two oil and gas exploration opportunities subject to raising a
      minimum of US$11,000,000 in a private placement. We were unsuccessful in our
      efforts to raise the minimum amount and all funds received were subsequently
      returned to the original subscribers. All agreements were terminated. We spent
      an aggregate of $85,683 in connection with the failed financing
      efforts.





As
      we
      were unsuccessful in our efforts to raise the required capital to change our
      business purpose, we reverted back to our original business to determine the
      feasibility of marketing the Vitamineralherb.com products in various markets,
      and, if the products proved to be in demand, begin marketing and selling
      Vitamineralherb.com products.





We
      have
      extended our license with Vitamineralherb.com for an additional three years
      to
      market vitamins, minerals, nutritional supplements and other health and fitness
      products in Minnesota through the Vitamineralherb.com web site. The license
      remains in effect until April 2006 subject to the payment of annual
      fees.





The
      implementation of our initial plans was delayed as Vitamineralherb.com re-worked
      its web site rendering it non-operational for a period of time. In addition,
      Vitamineralherb changed its primary supplier of products again delaying our
      ability to initiate our business plan. We then looked at changing our business
      purpose to the oil and gas industry thus further delaying the implementation
      of
      the initial plans to determine the feasibility of selling the
      Vitamineralherb.com products. Our efforts to implement our initial plans
      continues to be delayed as Vitamineralherb continues to modify its web site
      and
      to find a replacement supplier for its vitamin and mineral products to offer
      to
      its licensees. Vitamineralherb.com has now completed its revisions to its
      website and have found a replacement supplier for its vitamin and mineral
      products.





In
      light
      of the numerous delays with the Vitamineralherb.com website and initial reaction
      to our preliminary market survey, we are reconsidering whether the exploitation
      of the Vitamineralherb.com license is feasible.











We
      intend
      to continue to explore other business opportunities although we have not
      identified any new business opportunities and have no agreements related to
      such
      opportunities.





For
      the
      three-month period ended July 31, 2005, we had total general and administrative
      expenses of $7,162 as compared to $8,136 during the same period ended July
      31,
      2004. For the remainder of the current fiscal year ending April 30, 2006, we
      anticipate incurring a loss as a result of expenses associated with maintaining
      the company in good standing and exploring new business opportunities.





We
      remain
      a company in the development stage. Our balance sheet as of July 31, 2005
      reflects total assets of $10,277 comprising of cash. We had total liabilities
      of
      $7,185 for a positive working capital position of $3,092. We have incurred
      a
      loss of $7,162 for the fiscal period to date and a total loss of $309,408 from
      inception. During the quarter ended July 31, 2005, we did not issue any common
      stock.





**Liquidity**





We
      have
      cash on hand of $10,277 as at July 31, 2005 and working capital of $3,092 as
      compared to cash on hand of $15,078 and working capital of $9,954 as at April
      30, 2005.





We
      believe we currently do not have sufficient funds to meet our cash requirements
      for the next twelve months. We intend to raise the capital required to fund
      our
      cash requirements and future business opportunities by issuing debt and/or
      equity securities, although we have no current arrangements or agreements
      related to such financings. Management is exploring a variety of options to
      meet
      the Company's cash requirements and future capital requirements, including
      the
      possibility of equity offerings, debt financing, and business combinations.
      There can be no assurance financing will be available or accessible on
      reasonable terms.





We
      may
      engage in a combination with another business. During the fiscal year of 2003,
      we entered into agreements that would have changed our business to the oil
      and
      gas industry. We were unsuccessful in raising the minimum capital required
      to
      complete the transaction and subsequently terminated all the agreements. We
      have
      engaged in discussions concerning potential business combinations, but have
      not
      entered into any agreement for such a combination.





Our
      failure to generate revenues and conduct operations since inception raises
      substantial doubt about the Company’s ability to continue as a going concern. We
      will require substantial working capital, and currently have inadequate capital
      to fund all of our business strategies, which could severely limit our
      operations.




**ITEM
                3.**
            **CONTROL
                AND PROCEDURES**





As
      required by Rule 13a-15 under the Exchange Act, as of the end of the period
      covered by this quarterly report, being July 31, 2005, we have carried out
      an
      evaluation of the effectiveness of the design and operation of our company’s
      disclosure controls and procedures. This evaluation was carried out under the
      supervision and with the participation of our company’s management, including
      our company’s President and Chief Financial Officer. Based upon that evaluation,
      our company’s President and Chief Financial Officer concluded that our company’s
      disclosure controls and procedures are effective as at the end of the period
      covered by this report. There have been no significant changes in our company’s
      internal controls or in other factors, which could significantly affect internal
      controls subsequent to the date we carried out our evaluation.





Disclosure
      controls and procedures and other procedures that are designed to ensure that
      information required to be disclosed in our reports files or submitted under
      the
      Exchange Act is recorded, processed, summarized and reported, within the time
      period specified in the Securities and Exchange Commission’s rules and forms.
      Disclosure controls and procedures include, without limitation, controls and
      procedures designed to ensure that information required to be disclosed in
      our
      reports filed under the Exchange Act is accumulated and communicated to
      management, including our President and Chief Financial Officer is appropriate,
      to allow timely decisions regarding required disclosure.











**PART
      II - OTHER INFORMATION**


**ITEM
                  1.**
              **LEGAL
                  PROCEEDINGS**





We
      know
      of no material, active or pending legal proceedings against our company, nor
      are
      we involved as a plaintiff in any material proceeding or pending litigation.
      There are no proceedings in which any of our directors, officers or affiliates,
      or any registered or beneficial shareholder, is an adverse party or has a
      material interest adverse to our interest.





**ITEM
                2.**
            **CHANGES
                IN SECURITIES**





None





**ITEM
                3.**
            **DEFAULTS
                UPON SENIOR SECURITIES**





None





**ITEM
                4.**
            **SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY
                HOLDERS**





None





**ITEM
                5.**
            **OTHER
                INFORMATION**





None





**ITEM
                6.**
            **EXHIBITS
                AND REPORTS ON FORM 8-K**





**(a)**
            **Exhibits**





31.1
            Certification
                pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Chief
                Executive Officer


31.2
            Certification
                pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Chief
                Financial Officer


32.1
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes Oxley Act of 2002 - Chief Executive
                Officer


32.2
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes Oxley Act of 2002 - Chief Financial
                Officer





**(b)**
            **Reports
                on Form 8-K**





None











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.




NORTH
                  AMERICAN NATURAL GAS, INC.Date:
              August
                  16, 2005
              
              By:
              /s/
                  Jim GlavasJim
                  GlavasPresident,
                  Chief Executive Officerand
                  Director




Pursuant
      to the requirements of the Securities Exchange Act of 1934, as amended, this
      report has been signed below by the following persons on behalf of the Company
      and in the capacities and on the dates indicated:




Date:
              August
                  16, 2005
              
              By:
              /s/
                  Jim GlavasJim
                  GlavasPresident,
                  Chief ExecutiveOfficer
                  and DirectorDate:
              August
                  11, 2005
              
              By:
              /s/
                  Richard AchronRichard
                  AchronChief
                  Financial Officer andDirectorDate:
              August
                  11, 2005
              
              By:
              /s/
                  Dickson CoatsworthDickson
                  CoatsworthDirector