# UNITED STATES
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 March 31, 2005
| | ---------------------------------------------

OR

| | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
| | ---------------------------------------------------------------

| | For the Transition Period from ___________ to _____________
| | -----------------------------------------------------------

Commission file number
333-121485

INDEPENDENCE BANCSHARES, INC.(Exact name of registrant as specified in its charter)

|South Carolina                                          |  | 20-1734180                                    
|------------------------------------------------------- |  | ----------------------------------------------
|(State of other jurisdicion
          of incorporation) |  | (I.R.S. Employer
          Identification No.)

500 East Washington StreetGreenville, South Carolina 29601
(Address of principal executive offices, including zip code)

(864) 672-1776(Issuer's telephone number, including
area code) ___________________________________________

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

State
the number of shares outstanding of each of the issuers classes of common equity, as
of the latest practicable date: 10 shares of common stock, par value $.01 per share,
outstanding as of May 9, 2005.

Transitional Small Business Disclosure
Format (check one):   Yes    NoX

---

Independence
Bancshares, Inc.(A Company in the Development Stage)

# Part I - Financial
Information

# Item 1. Financial
Statements

# Condensed Balance Sheets
                                                                    (unaudited)
                                                                      Assets

|                                                   | March 31, 2005 | December 31, 2004
|-------------------------------------------------- | -------------- | -----------------
|Cash                                               |                |                  
|Restricted cash and cash equivalents               |                |                  
|Premises and equipment, net                        |                |                  
|Deferred stock issuance costs                      |                |                  
|Other assets                                       |                |                  
|                                                   |                |                  
|Total assets                                       |                |                  
|                                                   |                |                  
|Liabilities and Shareholder's Deficit              |                |                  
|Liabilities                                        |                |                  
|Organizer contribution deposits                    |                |                  
|Stock subscription deposits                        |                |                  
|Accounts payable and accrued liabilities           |                |                  
|Line of credit                                     |                |                  
|Note payable to bank                               |                |                  
|                                                   |                |                  
|Total liabilities                                  |                |                  
|                                                   |                |                  
|Commitments and Contingencies - Notes 2, 3 and 4   |                |                  
|Shareholder's Deficit                              |                |                  
|Preferred stock, $.01 par value; 10,000,000 shares |                |                  
|authorized; none issued and outstanding            |                |                  
|Common stock, $.01 par value; 10,000,000 shares    |                |                  
|authorized; 10 shares issued and outstanding       |                |                  
|Additional paid-in capital                         |                |                  
|Deficit accumulated during the development stage   |                |                  
|                                                   |                |                  
|Total shareholder's deficit                        |                |                  
|                                                   |                |                  
|Total liabilities and shareholder's deficit        |                |                  
|                                                   |                |                  

# The accompanying notes
are an integral part of these financial statements.

2

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Independence
Bancshares, Inc.(A Company in the Development Stage)

# Condensed Statement of
Operations For the Quarter Ended March 31, 2005 and For the Period from
May 17, 2004 (Inception) to March 31, 2005 (unaudited)

|                                       |  | For the period
|-------------------------------------- |  | --------------
|
|
|
|Expenses                               |  |               
|Salaries, payroll taxes and benefits   |  |               
|Professional fees                      |  |               
|Legal and accounting fees              |  |               
|Education                              |  |               
|Marketing, dues and subscriptions      |  |               
|Interest                               |  |               
|Depreciation                           |  |               
|Telephone and supplies                 |  |               
|Licenses and permits                   |  |               
|Other expenses                         |  |               
|                                       |  |               
|Total expenses                         |  |               
|                                       |  |               
|Income                                 |  |               
|Interest income                        |  |               
|Rental income                          |  |               
|                                       |  |               
|Total income                           |  |               
|                                       |  |               
|Loss before provision for income taxes |  |               
|Provision for income taxes             |  |               
|                                       |  |               
|Net loss                               |  |               
|                                       |  |               

# The accompanying notes
are an integral part of these financial statements.

3

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Independence
Bancshares, Inc.(A Company in the Development Stage)

# Condensed Statement of
Changes in Shareholders Deficit For the Period from
May 17, 2004 (Inception) to March 31, 2005and the Quarter Ended
March 31, 2005 (unaudited)

|                                 |  |  |  | Deficit | 
|-------------------------------- |  |  |  | ------- | 
|
|
|
|Proceeds from issuance of common |  |  |  |         | 
|stock                            |  |  |  | 10      | 
|Net loss for the period          |  | 
|May 17, 2004 to March 31, 2005   |  |  |  |         | 
|                                 |  |  |  |         | 
|Balance, March 31, 2005          |  |  |  | 10      | 
|                                 |  |  |  |         | 
|Balance, December 31, 2004       |  |  |  | 10      | 
|Net loss for the quarter ended   |  | 
|March 31, 2005                   |  |  |  |         | 
|                                 |  |  |  |         | 
|Balance, March 31, 2005          |  |  |  | 10      | 
|                                 |  |  |  |         | 

# The accompanying notes
are an integral part of these financial statements.

4

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Independence
Bancshares, Inc.(A Company in the Development Stage)

# Condensed Statement of
Cash Flows For the Quarter Ended March 31, 2005 and For the Period from
May 17, 2004 (Inception) to March 31, 2005(unaudited)

|                                              |  | For the period
|--------------------------------------------- |  | --------------
|
|
|
|Cash flows from operating activities          |  |               
|Net loss                                      |  |               
|Depreciation                                  |  |               
|Deferred stock issuance costs                 |  |               
|Other assets                                  |  |               
|Accounts payable and accrued liabilities      |  |               
|                                              |  |               
|Cash used by operating activities             |  |               
|                                              |  |               
|Cash flows from investing activities          |  |               
|Purchases of premises and equipment           |  |               
|                                              |  |               
|Cash used by investing activities             |  |               
|                                              |  |               
|Cash flows from financing activities          |  |               
|Proceeds from organizer contribution deposits |  |               
|Proceeds from stock subscription deposits     |  |               
|Proceeds from issuance of stock to organizer  |  |               
|Proceeds from note payable to bank            |  |               
|Payments on note payable to bank              |  |               
|Proceeds from line of credit                  |  |               
|                                              |  |               
|Cash provided by financing activities         |  |               
|                                              |  |               
|Net increase in cash                          |  |               
|                                              |  |               
|Cash balance at beginning of period           |  |               
|                                              |  |               
|Cash balance at end of period                 |  |               
|                                              |  |               

# The accompanying notes
are an integral part of these financial statements.

5

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Independence
Bancshares, Inc.(A Company in the Development Stage)

# Notes to Unaudited
Condensed Financial Statements

# NOTE 1  SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES AND ACTIVITIES

Independence
Bancshares, Inc. was formed to organize and own all of the capital stock of
Independence National Bank. On October 4, 2004, our organizers filed applications with the
Office of the Comptroller of the Currency to charter the bank as a national bank and with
the FDIC to receive federal deposit insurance. Whether the charter is issued and deposit
insurance is granted will depend upon, among other things, compliance with legal
requirements imposed by the Office of the Comptroller of the Currency and the FDIC,
including capitalization of the bank with at least a specified minimum amount of capital,
which is $12,000,000. The company has now received preliminary approval from the Office of
the Comptroller of the Currency and the FDIC. The company has also filed an application
with the Federal Reserve to become a bank holding company, and this application has been
approved which enables us to acquire the capital stock of the bank. The company expects to
receive all final regulatory approvals during the second quarter of 2005.

The
company is a development stage enterprise as defined by Statement of Financial Accounting
Standard No. 7, Accounting and Reporting by Development Stage Enterprises, as
it devotes substantially all its efforts to establishing a new business. The
companys planned principal operations have not commenced and revenue has not been
recognized from the planned principal operations.

The
company filed a registration statement on Form SB-2 to register the issuance of up to
2,500,000 shares including 410,000 warrants to be sold in a public offering. The offering
commenced March 10, 2005. As of March 31, 2005, the company had received subscriptions of
$5,873,000, and as of May 9, 2005, the company has received subscriptions of $18,058,000.
As of May 9, 2005, escrow has not been broken and the company has not yet issued any
shares or received any proceeds from the offering.

The
offering is expected to raise up to $24,750,000 net of estimated sales agents fees
and offering expenses. The directors and executive officers of the company plan to
purchase approximately 773,950 shares of common stock at $10 per share, for a total
investment of approximately $7,739,500. Upon the opening of the bank, the company will
issue stock warrants to the organizers to purchase one share of common stock for $10 per
share for every share they purchase in the offering, up to a maximum of 25,000 shares per
organizer, currently anticipate to be an aggregate of 412,500 shares for all organizers.
The company plans to use at least $12,000,000 of the proceeds to capitalize the proposed
bank. The company anticipates the offering will be completed by May 31, 2005.

The
accounting and reporting policies conform to accounting principles generally accepted in
the United States of America and to general practices in the banking industry. The company
uses the accrual basis of accounting. During the period of organization from May 17, 2004
(inception) to the incorporation date of October 12, 2004, the company operated as an
association known as PMCS, LLC. All activity and agreements of PMCS, LLC were assigned to
Independence Bancshares, Inc. at the time of incorporation. For ease of presentation, all
transactions of the organizing association are included in the financial statements as
those of Independence Bancshares, Inc.

The
accompanying unaudited financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America for interim
financial information and with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B of the Securities and Exchange Commission. Accordingly, they do not include
all information and footnotes required by accounting principles generally accepted in the
United States of America for complete financial statements. However, in the opinion of
management, all adjustments (consisting of normal recurring adjustments) considered
necessary for a fair presentation have been included.

Operating
results for the three-month period ended March 31, 2005 are not necessarily indicative of
the results that may be expected for the year ending December 31, 2005. For further
information, refer to the financial statements and footnotes thereto included in the
Companys Registration Statement on Form SB-2 (Registration Number 333-121485) as
filed with and declared effective by the Securities and Exchange Commission.

Cash
and Cash Equivalents  For purposes of reporting cash flows, cash and cash
equivalents include deposits with banks and restricted cash held in escrow for stock
subscriptions.

6

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Independence
Bancshares, Inc.(A Company in the Development Stage)

# NOTE 2  ORGANIZER
CONTRIBUTION DEPOSITS

Under
the Organizer Contribution and Joint Venture Agreement, organizers agreed to contribute
$15,000 each to the Venture. These funds will be used to pay organizational expenses. Upon
approval by regulatory authorities of the application to organize the bank and completion
of the stock offering, the company or the bank will reimburse the organizers. If the
organizing activities are abandoned, the organizers will bear their pro-rata share of the
organizing expenses. At March 31, 2005, $240,000 was deposited under the agreement.

# NOTE 3 
COMMITMENTS AND CONTINGENCIES

The
company has engaged a law firm to assist in preparing and filing all organizational,
incorporation, and bank applications and to assist in preparing stock offering documents
and consummating the companys initial offering. The aggregate cost of the services
is expected to approximate $80,000 to $90,000. From inception through March 31, 2005,
$25,422 has been expensed, of which $51,526 relates to the stock offering and is included
in deferred stock issuance costs.

The
company has entered into an agreement to lease a branch facility for four years under an
operating lease. The monthly rent under the lease amendment will be $5,832 beginning May
15, 2005 through September 30, 2006, $5,960 from October 1, 2006 through September 30,
2007 and $6,079 from October 1, 2007 through September 30, 2008. No rent expense was
recorded through March 31, 2005.

The
company has engaged Fiserv, Inc. to provide data and items processing software and
services and a computer services company to facilitate the purchase of hardware and
install the network equipment and software. The aggregate cost of the installation and
integration services is expected to approximate $225,000, and monthly data and items
processing will be based on activity volume but is expected to be no less than $5,000 per
month for a term of 66 months.

The
company has entered into employment agreements with the president and chief executive
officer, chief credit officer, chief financial officer, business development officer and
the retail banking officer. The agreements include provisions regarding term,
compensation, benefits, annual bonus, incentive program, stock option plan and non-compete
upon early termination.

The
company has also entered into an agreement with FIG Partners, L.L.C. (FIG Partners) to
serve as the qualifying broker-dealer in those states in which the company elects to sell
shares that require that all sales be made through a registered broker-dealer. The company
will pay FIG Partners a fee equal to the greater of $100,000 or 5.5% ofall sales
made through FIG Partners. In addition, FIG Partners will be reimbursed for reasonable
expenses. As of May 9, 2005, if all subscriptions were accepted in those states in which
FIG Partners is serving as the qualifying broker-dealer, the fee due FIG Partners would be
approximately $110,000.

# NOTE 4  BORROWINGS

The
Company, on November 3, 2004, entered into a line of credit agreement with a financial
institution for up to $2.2 million at a rate of prime minus 0.25% (5.50% at March 31,
2005) to pay pre-opening expenses and purchase equipment for the Company and the bank
prior to the completion of the offering. At March 31, 2005, $681,421 is outstanding on
this line of credit. On November 17, 2004, the Company entered into a loan agreement with
this same financial institution for $1.2 million at a rate of prime minus 0.25% (5.50% at
March 31, 2005) and used this loan to finance the purchase of approximately one acre of
land in downtown Greenville, South Carolina which will be the site for a new main office
estimated to be built in 2008. At March 31, 2005, $1,155,506 is outstanding on this loan.
Both credit facilities are guaranteed by our organizers and mature 12 months from the
closing date and require interest only payments for eleven months with a balloon payment
of the remaining principal and accrued interest at maturity. The Company will repay the
notes with the proceeds from the initial stock offering.

7

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Independence
Bancshares, Inc.(A Company in the Development Stage)

# NOTE 5  RELATED
PARTY TRANSACTIONS

One
of the organizers provided temporary office space, at no cost, during the organization
stage of the bank. This space was available to the company until the leasehold
improvements for the leased branch facility were completed in March 2005.

On
November 17, 2004, we purchased a one acre lot for approximately $1.2 million located on
the corner of South Irvine Street and East Washington Street, in downtown Greenville,
South Carolina. Completion of construction of our permanent headquarters at this location
is estimated for 2008. The company acquired the lot by virtue of an option, assigned at
par, which is appraisal-based fair market value, from an investment company which is a
business interest of one of the organizers. A tenant currently leases this lot from the
company for parking space rental and remits 50% of net operating revenues to the company.
This lease expires December 31, 2005.

# NOTE 6  RECENTLY
ISSUED ACCOUNTING STANDARDS

The
following is a summary of recent authoritative pronouncements that affect our accounting,
reporting, and disclosure of financial information:

In
December 2004, the FASB issued Statement of Financial Accounting Standard
(SFAS) No. 123 (revised 2004), Share-Based Payment (SFAS No.
123(R)). SFAS No. 123(R) will require companies to measure all employee stock-based
compensation awards using a fair value method and record such expense in its financial
statements. In addition, the adoption of SFAS No. 123(R) requires additional accounting
and disclosure related to the income tax and cash flow effects resulting from share-based
payment arrangements. SFAS No. 123(R) is effective beginning as of the first interim or
annual reporting period beginning after December 15, 2005.We are currently
evaluating the impact that the adoption of SFAS No. 123(R) will have on our financial
position, results of operations and cash flows.

In
April 2005, the Securities and Exchange Commissions Office of the Chief Accountant
and its Division of Corporation Finance has released Staff Accounting Bulletin (SAB)
No.107 to provide guidance regarding the application of FASB Statement No.123 (revised
2004), Share-Based Payment. Statement No.123(R) covers 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.
SAB 107 provides interpretive guidance related to the interaction between Statement
No.123R and certain SEC rules and regulations, as well as the staffs views regarding
the valuation of share-based payment arrangements for public companies. SAB 107 also
reminds public companies of the importance of including disclosures within filings made
with the SEC relating to the accounting for share-based payment transactions, particularly
during the transition to Statement No.123R.

In
November 2003, the Emerging Issues Task Force (EITF) reached a consensus that
certain quantitative and qualitative disclosures should be required for debt and
marketable equity securities classified as available-for-sale or held-to-maturity under
SFAS No. 115 and SFAS No. 124 that are impaired at the balance sheet date but for which
other-than-temporary impairment has not been recognized. Accordingly the EITF issued EITF
No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to
Certain Investments. This issue addresses the meaning of other-than-temporary
impairment and its application to investments classified as either available-for-sale or
held-to-maturity under SFAS No. 115 and provides guidance on quantitative and qualitative
disclosures. The disclosure requirements of EITF No. 03-1 are effective for annual
financial statements for fiscal years ending after June 15, 2004. The effective date for
the measurement and recognition guidance of EITF No. 03-1 has been delayed. The FASB staff
has issued a proposed Board-directed FASB Staff Position (FSP), FSP EITF
03-1-a, Implementation Guidance for the Application of Paragraph 16 of Issue No.
03-1. The proposed FSP would provide implementation guidance with respect to debt
securities that are impaired solely due to interest rates and/or sector spreads and
analyzed for other-than-temporary impairment under the measurement and recognition
requirements of EITF No. 03-1. The delay of the effective date for the measurement and
recognition requirements of EITF No. 03-1 will be superseded concurrent with the final
issuance of FSP EITF 03-1-a. We do not expect the adoption of EITF No. 03-1 to have any
impact on our financial position or results of operations.

Other
accounting standards that have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date are not expected
to have a material impact on the consolidated financial statements upon adoption.

8

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# Item 2.
Managements Discussion and Analysis or Plan of Operation

The following is a discussion of our
financial condition as of March 31, 2005, and the results of operations for the quarter
ended March 31, 2005 and the period from May 17, 2004 (Inception) through March 31, 2005.
These comments should be read in conjunction with our condensed financial statements and
accompanying footnotes appearing in this report. This report contains
forward-looking statements relating to, without limitation, future economic
performance, plans and objectives of management for future operations, and projections of
revenues and other financial items that are based on the beliefs of our management, as
well as assumptions made by and information currently available to our management. The
words expect, estimate, anticipate, and
believe, as well as similar expressions, are intended to identify
forward-looking statements. Our actual results may differ materially from the results
discussed in the forward-looking statements, and our operating performance each quarter is
subject to various risks and uncertainties that are discussed in detail in our filings
with the Securities and Exchange Commission.

Our principal activities to date have
related to our organization, the conducting of our initial public offering, the pursuit of
approvals from the Office of the Comptroller of the Currency for our application to
charter the bank, our pursuit of approvals from the FDIC for our application for deposit
insurance, and our pursuit of approvals from the Federal Reserve Board to form a holding
company. We have received preliminary approval from all three regulatory agencies.

At March 31, 2005, we had total
assets of $7,629,484, consisting principally of cash of $5,960,330, premises and equipment
of $1,484,305, and deferred stock issuance costs of $104,459.

Our liabilities at March 31, 2005
were $8,246,221, consisting of organizer contribution deposits of $240,000, stock
subscription deposits of $5,873,000, accounts payable of $296,294, a line of credit of
$681,421 and a note payable to a bank of $1,155,506. We had a shareholders deficit
of $616,737 at March 31, 2005. In the offering, common stock will be issued at $10 per
share to the subscribers in exchange for their stock subscription deposits.

We had a net loss of $224,632 and
$616,837, respectively, for the quarter ended March 31, 2005 and for the period from May
17, 2004 (inception) to March 31, 2005. These losses resulted from expenses incurred in
connection with activities related to our organization and that of the bank. These
activities included the preparation and filing of an application with the Office of the
Comptroller of the Currency to charter the bank, the preparation and filing of an
application with the FDIC to obtain insurance of the deposits of the bank, the preparation
and filing of an application with the Federal Reserve Board to form a holding company,
responding to questions and providing additional information to the Office of the
Comptroller of the Currency, the FDIC, and the Federal Reserve in connection with the
application process, the selling of our common stock in the offering, meetings and
discussions among various organizers regarding application information, target markets,
and capitalization issues, and planning and organizing for the opening of the bank.
Because we are in the organizational stage, we have had no operations from which to
generate revenues. Operations have been funded through contributions from our organizers
and a line of credit.

We intend to devote the remainder of
the time prior to opening to completing the offering, completing the organization of the
bank, and organizing and developing our business activities. These organizational
activities will include, with respect to the bank, completing all required steps for final
approval from the Office of the Comptroller of the Currency for the bank to open for
business, hiring qualified personnel to work in the bank, conducting public relations
activities on behalf of the bank, developing prospective business contacts for the bank
and taking other actions necessary for a successful bank opening. With respect to the
company, these activities will include becoming a bank holding company by acquiring all of
the capital stock to be issued by the bank.

Through the bank we will offer a full
range of commercial banking services to individuals and small business customers in our
primary service area. These services will include personal and business loans, checking
accounts, savings, and time certificates of deposit. The loans, transaction accounts, and
time certificates will be at rates competitive with those offered in the banks
primary service area. Customer deposits with the bank will be insured to the maximum
extent provided by law through the FDIC. The bank intends to offer internet banking, night
depository, courier and bank-by-mail services and to provide credit cards, travelers
checks (issued by an independent entity), tax deposits, United States savings bonds and
cashiers checks.

Initially, we anticipate deriving
income principally from interest charged on loans and, to a lesser extent, from interest
earned on investments, from fees received in connection with the origination of loans, and
from other services. Our principal expenses are anticipated to be interest expense on
deposits and operating expenses.

9

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Following the offering we believe we
can satisfy future cash requirements for at least the first several years of operations
and will not have to raise additional capital during the first 12 months of operations.

Currently, we have 10 employees and
expect this number to increase to approximately 15 employees by the end of the second
quarter of 2005.

# Item 3. Controls and
Procedures

As
of the end of the period covered by this report, we carried out an evaluation, under the
supervision and with the participation of our management, including our Chief Executive
Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and
procedures as defined in Exchange Act Rule 15d-15(e). Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer have concluded that our current
disclosure controls and procedures are effective as of March 31, 2005. There have been no
significant changes in our internal controls over financial reporting during the fiscal
quarter ended March 31, 2005 that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.

The
design of any system of controls and procedures is based in part upon certain assumptions
about the likelihood of future events. There can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions, regardless of
how remote.

10

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# Part II - Other
Information

# Item 1. Legal Proceedings

There
are no material pending legal proceedings to which the company is a party or of which any
of its property is the subject.

# Item 2. Unregistered
Sales of Equity Securities and Use of Proceeds

Our
Registration Statement on Form SB-2 (file no. 333-121485), which registered the issuance
of the shares to be sold in our initial public offering, was declared effective March 10,
2005. The offering commenced on March 10, 2005 and was originally scheduled to close on
April 30, 2005, subject to our right to extend the offering for one or more periods up to
December 31, 2005. On April 25, 2005, we decided to extend the offering for at least an
additional 30 days, to May 31, 2005. The maximum offering size was $25,000,000, or
2,500,000 shares at $10.00 per share. We registered the issuance of a total of 2,910,000
shares in the offering and 410,000 warrants. The warrants will be issued to the organizers
of the bank.

We will use at least $12,000,000 of
the proceeds to capitalize the proposed bank. The organizers, directors, executive
officers, and members of their immediate families plan to purchase a total of 773,950
shares in the offering at an aggregate purchase price of approximately $7,739,500.

Through March 31, 2005, we incurred
$104,459 in expenses in connection with the proposed issuance and distribution of the
common stock in the offering. All of these expenses were paid directly or indirectly to
persons or entities other than directors, officers, persons owning 10% or more of the
companys securities, or affiliates of the company.

As of March 31, 2005, we had received
subscriptions for $5,873,000 in the offering. We have not broken escrow and have not yet
issued any shares or received any net proceeds in the offering.

# Item 3. Default Upon
Senior Securities

Not applicable

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

Not applicable

# Item 5. Other Information

Not applicable

# Item 6. Exhibits

31.1          Rule 15d-14(a) Certification of the Chief Executive Officer.

31.2          Rule 15d-14(a) Certification of the Chief Financial Officer.

32             Section 1350
Certifications.

11

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# SIGNATURES

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

|Date:  May 10, 2005 |  | By:  /s/ Lawrence R. Miller
       Lawrence R. Miller
       Chief Executive Officer
|------------------- |  | ------------------------------------------------------------------------------------

|Date:  May 10, 2005 |  | By:  /s/ Kimberly D. Barrs
       Kimberly D. Barrs
       Chief Financial Officer
|------------------- |  | ----------------------------------------------------------------------------------

12

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# EXHIBIT INDEX

ExhibitNumber                         Description

31.1          Rule 15d-14(a) Certification of the Chief Executive Officer.

31.2          Rule 15d-14(a) Certification of the Chief Financial Officer.

32             Section 1350
Certifications.

13