| For the fiscal quarter ended June 30, 2005 | Commission File No. 333-92060 |
|--------------------------------------------|-------------------------------|

| **Delaware**                                                   | **74-2723809**                       |
|----------------------------------------------------------------|--------------------------------------|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |

**2501 North Lamar Blvd., Austin TX 78705**    (Address of principal executive offices)**(512) 476-5141**    (Issuer’s telephone number)    (Former name, address and fiscal year, if changed since last report)

----

| **Part I. Financial Information** |
|-----------------------------------|
| Item 1.                           | Financial Statements |  |
| a)                                | Consolidated Statements of Operations for the Three |  |
|                                   | Months Ended June 30, 2005 and 2004 | 2 |
| b)                                | Consolidated Statements of Operations for the Six |  |
|                                   | Months Ended June 30, 2005 and 2004 | 4 |
| c)                                | Consolidated Balance Sheet as of June 30, 2005 | 6 |
|                                   | Consolidated Statements of Cash Flows for the Six |  |
| d)                                | Months Ended June 30, 2005 and 2004 | 7 |
| e)                                | Notes to Consolidated Financial Statements | 9 |
| Item 2.                           | Management’s Discussion and Analysis of Financial Condition |  |
|                                   | And Results of Operations | 15 |
| Item 3                            | Controls and Procedures |  |
| **Part II. Other Information**    |
| Item 1                            | Legal Proceedings | 17 |
| Item 4                            | Submission of Matters to a Vote of Security Holders |  |
| Item 6                            | Exhibits | 17 |
|                                   | Signatures | 18 |

----

| **Three Months Ended June 30,**                                                             | **2005**    | **2004**    |
|---------------------------------------------------------------------------------------------|-------------|-------------|
|                                                                                        |             |             |
| REVENUES:                                                                                   |             |             |
| Entertainment                                                                               | $1,692,090  | $1,613,663  |
| Hospitality                                                                                 | 1,301,113   | 1,094,510   |
| Other                                                                                       | 4,316       | 8,450       |
| TOTAL REVENUES                                                                              | 2,997,519   | 2,716,623   |
|                                                                                        |             |             |
| DIRECT COSTS AND EXPENSES:                                                                  |             |             |
| Direct salaries and other compensation                                                      | 705,976     | 650,558     |
| Rent and utilities                                                                          | 582,617     | 549,144     |
| Other direct operating costs                                                                | 771,707     | 565,776     |
| Depreciation and amortization                                                               | 231,099     | 203,853     |
| License expense                                                                             | 16,307      | 23,551      |
| Unusual & nonrecurring items: Provision for doubtful accounts          & write-offs | 129,597     | 0           |
| TOTAL COSTS AND EXPENSES                                                                    | 2,437,303   | 1,992,882   |
|                                                                                        |             |             |
| GROSS MARGIN                                                                                | 560,216     | 723,741     |
|                                                                                        |             |             |
| GENERAL AND ADMINISTRATIVE EXPENSES                                                         |             |             |
| Salaries and other compensation                                                             | 122,622     | 127,841     |
| Legal and accounting fees                                                                   | 422,611     | 93,800      |
| Depreciation and amortization                                                               | 23,160      | 27,718      |
| Other general and administrative                                                            | 111,877     | 107,940     |
| TOTAL GENERAL AND ADMINISTRATIVE EXPENSES                                                   | 680,270     | 357,299     |
|                                                                                             |             |             |
| OPERATING INCOME (LOSS)                                                                     | (120,054)   | 366,442     |
|                                                                                        |             |             |
| OTHER INCOME AND EXPENSES:                                                                  |             |             |
| Interest and investment income                                                              | 4,385       | 3,742       |
| Interest expense ($10,315 and $24,537 respectively to related parties)                      | (76,283)    | (72,390)    |
| Gain (loss) on fixed asset sales                                                            | (4,479)     | 0           |
| Gain (loss) on sale of investments                                                          | 9,312       | 0           |
| Gain on Settlement                                                                          | 667,793     | 0           |
| Other income and (expense)                                                                  | 625         | (4,570)     |
| TOTAL OTHER INCOME AND EXPENSES                                                             | 601,353     | (73,218)    |
|                                                                                        |             |             |
| NET INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES                                         | 481,299     | 293,224     |
|                                                                                        |             |             |
| PROVISION FOR INCOME TAXES                                                                  | 6,840       | 15,000      |
|                                                                                             |             |             |
| **NET INCOME (LOSS)**                                                                       | **474,459** | **278,224** |
|                                                                                        |             |             |
| OTHER COMPREHENSIVE INCOME (LOSS)                                                           | (34)        | 2,941       |
|                                                                                        |             |             |
| NET COMPREHENSIVE INCOME (LOSS)                                                             | 474,425     | $281,165    |

----

| **Three Months Ended June 30,**                   | **2005**  | **2004**  |
|---------------------------------------------------|-----------|-----------|
|                                                   |           |           |
| EARNINGS (LOSS) PER SHARE:                        |           |           |
| Basic earnings (loss) per share                   | $.055     | $.033     |
|                                                   |           |           |
| Diluted earnings (loss) per share                 | $.054     | $.033     |
|                                                   |           |           |
| Weighted average shares outstanding – basic | 8,550,509 | 8,379,590 |
|                                                   |           |           |
| Weighted average shares outstanding - diluted     | 8,858,009 | 8,379,590 |

----

| **Six Months Ended June 30,**                                                               | **2005**    | **2004**    |
|---------------------------------------------------------------------------------------------|-------------|-------------|
|                                                                                             |             |             |
| REVENUES:                                                                                   |             |             |
| Entertainment                                                                               | $3,491,787  | $3,249,730  |
| Hospitality                                                                                 | 1,938,427   | 1,678,618   |
| Other                                                                                       | 57,021      | 16,550      |
| TOTAL REVENUES                                                                              | 5,487,235   | 4,944,898   |
|                                                                                             |             |             |
| DIRECT COSTS AND EXPENSES:                                                                  |             |             |
| Direct salaries and other compensation                                                      | 1,235,396   | 1,199,088   |
| Rent and utilities ($0 and $0, respectively to related parties)                             | 1,081,971   | 1,085,157   |
| Other direct operating costs                                                                | 1,440,099   | 1,141,166   |
| Depreciation and amortization                                                               | 443,565     | 407,187     |
| License expense                                                                             | 26,822      | 40,167      |
| Unusual & nonrecurring items: Provision for doubtful accounts          & write-offs | 134,797     | 0           |
| TOTAL COSTS AND EXPENSES                                                                    | 4,362,650   | 3,872,765   |
|                                                                                             |             |             |
| GROSS MARGIN                                                                                | 1,124,585   | 1,072,133   |
|                                                                                             |             |             |
| GENERAL AND ADMINISTRATIVE EXPENSES                                                         |             |             |
| Salaries and other compensation                                                             | 266,405     | 262,480     |
| Legal and accounting fees                                                                   | 540,077     | 153,920     |
| Depreciation and amortization                                                               | 46,857      | 57,344      |
| Other general and administrative                                                            | 210,899     | 217,287     |
| TOTAL GENERAL AND ADMINISTRATIVE EXPENSES                                                   | 1,064,238   | 691,031     |
|                                                                                             |             |             |
| OPERATING INCOME (LOSS)                                                                     | 60,347      | 381,102     |
|                                                                                             |             |             |
| OTHER INCOME AND EXPENSES:                                                                  |             |             |
| Interest and investment income                                                              | 5,374       | 5,499       |
| Interest expense ($23,815 and $45,330 respectively to related parties)                      | (134,255)   | (135,028)   |
| Gain (loss) on fixed asset sales                                                            | (4,479)     | (5,946)     |
| Gain (loss) on sale of investments                                                          | 9,312       | 49,628      |
| Gain on Settlement                                                                          | 687,293     | 0           |
| Other income and (expense)                                                                  | 0           | (4,570)     |
| TOTAL OTHER INCOME AND EXPENSES                                                             | 563,245     | (90,417)    |
|                                                                                             |             |             |
| NET INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES                                         | 623,592     | 290,685     |
|                                                                                             |             |             |
| PROVISION FOR INCOME TAXES                                                                  | 21,840      | 30,000      |
|                                                                                             |             |             |
| **NET INCOME (LOSS)**                                                                       | **601,752** | **260,685** |
|                                                                                             |             |             |
| OTHER COMPREHENSIVE INCOME (LOSS)                                                           | 759         | (36,487)    |
|                                                                                             |             |             |
| NET COMPREHENSIVE INCOME (LOSS)                                                             | 602,511     | $224,198    |

----

| **Six Months Ended June 30,**                     | **2005**  | **2004**  |
|---------------------------------------------------|-----------|-----------|
|                                                   |           |           |
| EARNINGS (LOSS) PER SHARE:                        |           |           |
| Basic earnings (loss) per share                   | $.071     | $.031     |
|                                                   |           |           |
| Diluted earnings (loss) per share                 | $.068     | $.031     |
|                                                   |           |           |
| Weighted average shares outstanding – basic | 8,481,168 | 8,362,360 |
|                                                   |           |           |
| Weighted average shares outstanding - diluted     | 8,788,668 | 8,362,360 |

----

| **ASSETS**                                                                                                                     |
|--------------------------------------------------------------------------------------------------------------------------------|
| Current Assets:                                                                                                                | **June 30, 2005** |
| Cash and cash equivalents                                                                                                      | $1,434,188 |
| Accounts receivable, net of allowance for doubtful accounts of $121,480                                                        | 507,873 |
| Accounts receivable, other                                                                                                     | 275,705 |
| Equity Securities, available for sale                                                                                          | 2,955 |
| Other prepaid expenses and current assets                                                                                      | 304,526 |
| Total Current Assets                                                                                                           | 2,525,247 |
|                                                                                                                                |  |
| Property and Equipment – at cost, net of accumulated depreciation          and amortization                              | 7,382,616 |
|                                                                                                                                |  |
| Other Assets:                                                                                                                  |  |
| Goodwill                                                                                                                       | 4,404,107 |
| Intangible assets, net                                                                                                         | 554,411 |
| Other non-current assets                                                                                                       | 180,584 |
| Total Other Assets                                                                                                             | 5,139,102 |
|                                                                                                                                |  |
| TOTAL ASSETS                                                                                                                   | $15,046,965 |
|                                                                                                                                |  |
| **LIABILITIES AND STOCKHOLDERS' EQUITY**                                                                                       |
|                                                                                                                                |  |
| Current Liabilities:                                                                                                           |  |
| Obligations under capital lease                                                                                                | 70,983 |
| Long term debt, current portion                                                                                                | 436,861 |
| Trade accounts payable                                                                                                         | 397,659 |
| Reserve for settlements                                                                                                        | 3,237,500 |
| Accrued expenses                                                                                                               | 446,768 |
| Other current liabilities-related party                                                                                        | 432,417 |
| Total Current Liabilities                                                                                                      | 5,022,188 |
|                                                                                                                                |  |
| Long-term Liabilities:                                                                                                         |  |
| Obligations under capital lease, net of current                                                                                | 26,478 |
| Long term debt, net of current portion                                                                                         | 2,241,369 |
| Long term debt-related party, net of current portion                                                                           | 105,650 |
| Total Long-term Liabilities                                                                                                    | 2,373,497 |
| Total Liabilities                                                                                                              | 7,395,685 |
|                                                                                                                                |  |
| Stockholders' Equity:                                                                                                          |  |
| Common stock, $.001 par value, (authorized 20,000,000 shares, issued          10,176,890 shares, outstanding 8,589,355 shares) | 10,177 |
| Additional paid-in-capital                                                                                                     | 23,546,020 |
| Treasury stock – 1,587,535 shares, at cost                                                                               | (2,019,707) |
| Accumulated Comprehensive Income                                                                                               | 40 |
| Accumulated deficit                                                                                                            | (13,885,250) |
| Total Stockholders' Equity                                                                                                     | 7,651,280 |
|                                                                                                                                |  |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                     | 15,046,965 |

----

| **Six months Ended June 30,**                                                                              | **2005**  | **2004**  |
|------------------------------------------------------------------------------------------------------------|-----------|-----------|
|                                                                                                            |           |           |
| CASH FLOWS FROM OPERATING ACTIVITIES:                                                                      |           |           |
| Net income (loss)                                                                                          | 601,752   | $260,685  |
| Adjustments to reconcile net income to net cash provided by operating          activities:                 |           |           |
| Depreciation and amortization                                                                              | 490,423   | 464,531   |
| Gain on investment sales                                                                                   | (9,312)   | (49,628)  |
| Loss (gain) on sales of fixed assets                                                                       | 0         | 5,947     |
| Gain on Exercise of Deferred Compensation                                                                  | (54,749)  | 0         |
| Increase (decrease) in cash flows as a result of changes in asset          and liability account balances: |           |           |
| Accounts receivable                                                                                        | (152,845) | 233,304   |
| Other assets and licenses                                                                                  | 82,367    | (137,871) |
| Trade accounts payable                                                                                     | 105,753   | 5,790     |
| Accrued expenses and other current liabilities                                                             | 35,556    | 9,176     |
| NET CASH PROVIDED BY OPERATING ACTIVITIES                                                                  | 1,098,945 | 791,934   |
|                                                                                                            |           |           |
| CASH FLOWS FROM INVESTING ACTIVITIES:                                                                      |           |           |
| Property and equipment expenditures                                                                        | (162,564) | (246,769) |
| Purchase of Intangibles                                                                                    | 0         | (37,500)  |
| Proceeds from sale of equity securities                                                                    | 46,263    | 521,451   |
| Proceeds from repayment of note receivable                                                                 | 845,000   | 2,875     |
| NET CASH PROVIDED (USED) IN INVESTING ACTIVITIES                                                           | 728,699   | 240,057   |
|                                                                                                            |           |           |
| CASH FLOWS FROM FINANCING ACTIVITIES:                                                                      |           |           |
| Payments on capital lease obligations                                                                      | (35,446)  | (25,956)  |
| Payments on notes payable                                                                                  | (944,863) | (716,953) |
| Exercise of Stock Options                                                                                  | 59,750    | 0         |
| Collections (increase) of subscribed receivables                                                           | 0         | 4,922     |
| Purchase Treasury Stock                                                                                    | 0         | (790)     |
| NET CASH USED IN FINANCING ACTIVITIES                                                                      | (920,559) | (738,777) |
|                                                                                                            |           |           |
| NET INCREASE (DECREASE) IN CASH                                                                            | 907,085   | 293,214   |
|                                                                                                            |           |           |
| CASH AT BEGINNING OF PERIOD                                                                                | 527,103   | 285,380   |
|                                                                                                            |           |           |
| CASH AT END OF PERIOD                                                                                      | 1,434,188 | 578,594   |

----

| **Six months Ended June 30,**                                                             | **2005** | **2004** |
|-------------------------------------------------------------------------------------------|----------|----------|
|                                                                                           |          |          |
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                        |          |          |
|                                                                                           |          |          |
| Cash payments:                                                                            |          |          |
|                                                                                           |          |          |
| Interest                                                                                  | $139,090 | $101,370 |
|                                                                                           |          |          |
| Income taxes                                                                              | $0       | $0       |
|                                                                                           |          |          |
| Non-cash transactions:                                                                    |          |          |
|                                                                                           |          |          |
| Acquisition of property, equipment and intangibles in exchange for          notes payable | $0       | $7,988   |
|                                                                                           |          |          |
| Equipment purchased under capital lease                                                   | $0       | $0       |
|                                                                                           |          |          |
| Issuance of treasury stock for deferred compensation and 401K plan                        | $0       | $0       |

----

| Land                                            | $953,724    |
|-------------------------------------------------|-------------|
| Buildings                                       | 3,587,231   |
| Leasehold improvements                          | 4,459,393   |
| Rental Inventory and bingo equipment            | 1,718,310   |
| Equipment, furniture and fixtures               | 2,353,852   |
| Automobiles                                     | 354,632     |
|                                                 | 13,427,142  |
|                                                 |             |
| Less: Accumulated depreciation and amortization | (6,044,526) |
|                                                 |             |
| Property and equipment, net                     | $7,382,616  |

    Total depreciation expense, for owned and leased assets, charged to operations    for the six months ended June 30, 2005 and 2004 was approximately $475,000    and $457,000 respectively.**NOTE 3 - INTANGIBLE ASSETS.**

**Intangible assets at June 30, 2005 consists of the following:**

|                             | **Gross Carrying****Amount** | **Accumulated****Amortization** | **Total**        |
|----------------------------------|------------------------------|---------------------------------|------------------|
| Goodwill                         | $7,185,107                   | $(2,781,000)                    | $4,404,107       |
|                                  | **Entertainment**            | ** Hospitality **     |                  |
| Balance at December 31, 2004     | $4,032,723              | $371,384                   | $4,404,107  |
| Goodwill acquired in the Quarter | -0-                     | -0-                        | -0-         |
| Impairment losses                | -0-                     | -0-                        | -0-         |
| Balance at June 30, 2005         | $4,032,723              | $    371,384               | $4,404,107  |

|                                                     | **Gross   ****Carrying **** Amount ** | **Accumulated****Amortization** | **Total** |
|----------------------------------------------------------|---------------------------------------------------------------------|---------------------------------|-----------|
| **Intangible Assets with Indefinite Lives:**             |                                                                     |                                 |           |
| Bingo licenses                                           | $487,745                                                            | $           -0-                 | $487,745  |
|                                                          |                                                                     |                                 |           |
| **Intangible Assets with Finite Lives:**                 |                                                                     |                                 |           |
| Covenants not to compete                                 | $297,500                                                            | $(230,834)                      | $66,666   |
| Capitalized acquisition costs related to note receivable | 50,950                                                              | (50,950)                        | -0-       |
| Intangible Assets, Net of Accumulated Amortization       |                                                                     |                                 | $554,411  |

| **Six months ended June 30,**       | **2005**  | **2005**  | **2004**  | **2004**  |
|-------------------------------------|-----------|-----------|-----------|-----------|
|                                     | Basic     | Diluted   | Basic     | Diluted   |
| Numerator:                          |           |           |           |           |
| Net income (loss)                   | $601,752  | $601,752  | $260,685  | $260,685  |
|                                     |           |           |           |           |
| Denominator:                        |           |           |           |           |
| Weighted average shares outstanding | 8,481,168 | 8,481,168 | 8,362,360 | 8,362,360 |
| Effect of dilutive securities:      |           |           |           |           |
| Stock options and warrants          | ---       | 307,500   | ---       | ---       |
| Weighted average shares outstanding | 8,481,168 | 8,788,668 | 8,362,360 | 8,362,360 |
|                                     |           |           |           |           |
| Earnings (loss) per share           | $.071     | $.068     | $.031     | $.031     |

|                                   | **2005** | **2004**  |
|-----------------------------------|----------|-----------|
| Net income (loss)                 | $601,752 | $260,685  |
|                                   |          |           |
| Other comprehensive income (loss) |          |           |
| Net unrealized gain (loss)        | $759     | $(36,487) |
|                                   |          |           |
| Total comprehensive income (loss) | $602,511 | $224,198  |

| **June 30, 2005**             |                   |                 |                |                  |
|-------------------------------|-------------------|-----------------|----------------|------------------|
|                               | **Entertainment** | **Hospitality** | **Adjustment** | **Consolidated** |
| Revenue                       | $3,492,000        | $1,938,000      | $57,000        | $5,487,000       |
| Depreciation and Amortization | 256,000           | 187,000         | 47,000         | 490,000          |
| Segment profit (loss)         | 1,180,000         | (195,000)       | (383,000)      | 602,000          |
| Segment Assets                | 22,942,000        | 1,495,000       | (9,390,000)    | 15,047,000       |
|                               |                   |                 |                |                  |
| **June 30, 2004**             |                   |                 |                |                  |
|                               | **Entertainment** | **Hospitality** | **Adjustment** | **Consolidated** |
| Revenue                       | $3,250,000        | $1,679,000      | $16,000        | $4,945,000       |
| Depreciation and Amortization | 244,000           | 163,000         | 58,000         | 465,000          |
| Segment profit (loss)         | 1,213,000         | (271,000)       | (681,000)      | 261,000          |
| Segment Assets                | 21,824,000        | 1,509,000       | (7,633,000)    | 15,700,000       |

    The adjustments represent other income, depreciation and amortization related    to corporate assets, corporate losses, corporate assets, corporate capital    expenditures to reconcile segment balances to consolidated balances and closed    segments. **NOTE 11 – ACQUISITIONS, OPENINGS, CLOSINGS AND REORGANIZATIONS.**    In April 2005 the Company through it’s wholly owned subsidiary Aiken    Bingo Inc., leased a facility in Aiken, SC and opened a “C” hall    doing business as Tally Ho! Bingo.**NOTE 12 - SUBSEQUENT EVENTS.**    In August 2005, the Company entered into an agreement to purchase a bingo    operation in San Angelo, Texas.***Item 2. Management’s Discussion and Analysis of Financial Condition    and Results of Operations***    Our Company was formed in 1994 as a Delaware corporation to consummate the    acquisition of charitable bingo centers and video gaming operations, and completed    the initial public offering in December of 1994. We operate primarily through    wholly owned subsidiaries in Texas, Alabama and South Carolina.     The following discussion should be read in conjunction with our Form 10-KSB    and the consolidated financial statements for the years ended December 31,    2004 and 2003; the Form 10-QSB for the quarters ended June 30, 2004, September    30, 2004 and March 31, 2005; and the consolidated financial statements and    related notes for the six months ended June 30, 2005. The statements in this    Quarterly Report on Form 10-QSB relating to matters that are not historical    facts, including, but not limited to statements found in this “Management    Discussion and Analysis of Financial Condition and Results of Operations”,    are forward-looking statements that involve a number of risks and uncertainties.    Factors that could cause actual future results to differ materially from those    expressed in such forward-looking statements include, but are not limited    to the impact of government regulation and taxation, customer attendance,    spending, competition, general economic conditions, and other risks and uncertainties    as discussed in this Quarterly Report and the 2004 Annual report on Form 10-KSB.We intend to grow our business through acquisitions    and the selective start up of charitable bingo halls in markets in which we    currently operate and other attractive markets.**Results of Operations**    We incurred a net profit of $602,000 for the first six months of 2005, which    equated to a basic and fully diluted earnings per share of $0.071 and $0.068    respectively, and which represented an improvement of $341,000 over our net    income of $261,000 for the first six months of 2004, which was $.031 per basic    and fully diluted share. The weighted average number of basic Common Stock    shares outstanding totaled 8,481,168 in the first six months of 2005 as compared    to 8,362,360 in the first six months of 2004. **Revenues**

|                | 2005        | 2004        | Change    | % Change |
|----------------|-------------|-------------|-----------|----------|
| Total Revenues | $ 5,487,000 | $ 4,945,000 | $ 542,000 | 11%      |
| Entertainment  | 3,492,000   | 3,250,000   | 242,000   | 7%       |
| Texas          | 1,947,000   | 2,071,000   | (124,000) | (6%)     |
| South Carolina | 751,000     | 603,000     | 148,000   | 25%      |
| Alabama        | 794,000     | 576,000     | 218,000   | 38%      |
| Hospitality    | $ 1,938,000 | $ 1,679,000 | $ 259,000 | 15%      |

|                  | 2005        | 2004        | Change   | % Change |
|------------------|-------------|-------------|----------|----------|
| Total Net Income | $ 602,000   | $ 261,000   | $341,000 | 130%     |
| Entertainment    | 1,180,000   | 1,213,000   | (33,000) | (3%)     |
| Hospitality      | $ (195,000) | $ (271,000) | $ 76,000 | 28%      |

| Exhibit |                                                       |
|---------|-------------------------------------------------------|
||
||
| 31.1    | Certification Pursuant to Rule 13a-14(a) /  15d-14(a) |
| 31.2    | Certification Pursuant to Rule 13a-14(a) /  15d-14(a) |
| 32.1    | Certification Pursuant to 18 U.S.C. §1350        |

----

**SIGNATURES**

----

> a) designed such disclosure controls and procedures, or caused such disclosure    controls and procedures to be designed under our supervision, to ensure that    material information relating to the small business issuer, 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) designed such internal control over financial reporting, or caused such    internal control over financial reporting to be designed under our supervision,    to provide reasonable assurance regarding the reliability of financial reporting    and the preparation of financial statements for external purposes in accordance    with generally accepted accounting principles;c) evaluated the effectiveness of the small business issuer'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 d) disclosed in this report any change in the small business issuer’s    internal control over financial reporting that occurred during the small business    issuer’s most recent fiscal quarter (the small business issuer’s    fourth fiscal quarter in the case of an annual report) that has materially    affected, or is reasonably likely to materially affect, the small business    issuer’s internal control over financial reporting; and 

> 
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 small business issuer'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 small business issuer's internal      control over financial reporting.

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> a) designed such disclosure controls and procedures, or caused such disclosure    controls and procedures to be designed under our supervision, to ensure that    material information relating to the small business issuer, 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) designed such internal control over financial reporting, or caused such    internal control over financial reporting to be designed under our supervision,    to provide reasonable assurance regarding the reliability of financial reporting    and the preparation of financial statements for external purposes in accordance    with generally accepted accounting principles;c) evaluated the effectiveness of the small business issuer'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; andd) disclosed in this report any change in the small business issuer’s    internal control over financial reporting that occurred during the small business    issuer’s most recent fiscal quarter (the small business issuer’s    fourth fiscal quarter in the case of an annual report) that has materially    affected, or is reasonably likely to materially affect, the small business    issuer’s internal control over financial reporting; and 

> 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 small business issuer'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 small business issuer's internal    control over financial reporting. 

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| August 5, 2005             | August 5, 2005              |
|----------------------------|-----------------------------|
|                       |                        |
| ***/s/ Jeffrey L. Minch*** | ***/s/ Troy D. Zinn***      |
| Jeffrey L. Minch,          | Troy D. Zinn,               |
| President and Chief        | Secretary and Treasurer and |
| Executive Officer          | Chief Financial Officer     |

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