U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-QSB

(Mark One)



[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934



For the quarterly period ended DECEMBER 31, 2004



[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from _______ to __________





Commission file number 001-10196



DIMENSIONAL VISIONS INCORPORATED

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





|DELAWARE                        | 23-2517953         
|------------------------------- | -------------------
|(State or other jurisdiction of | (IRS Employer      
|incorporation or organization)  | Identification No.)





8777 N. GAINEY CENTER DRIVE, SUITE 191, SCOTTSDALE, AZ 85259

(Address of principal executive offices)



(480) 471-8500

(Issuer's telephone number)



N/A

(Former name, former address and former fiscal year,

if changed since last report)

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

As of December 31, 2004, the number of shares of Common Stock issued and outstanding was 1,110,987.

Transitional Small Business Disclosure Format (check one): 
Yes [ ] No [ X ]

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DIMENSIONAL VISIONS INCORPORATED



INDEX





PAGE



NUMBER

PART I - FINANCIAL  INFORMATION



Item 1.  Financial Statements (Unaudited)



Report of Independent Registered Public Accounting Firm

3



Balance Sheet - June 30, 2004 and December 31, 2004

4



Statement of Operations - For the three months and six

months December 31, 2004 and 2003

5



Statements of Stockholders Deficiency  For the

years ended June 30, 2004 and 2003 and six months

ended December 31, 2004

6



Statement of Cash Flows - For the six months

ended December 31, 2004 and 2003

7



Notes to Financial Statements

8



Item  2. Management's Discussion and Analysis of Financial

Condition and Results of Operations

12



Item  3.  Controls and Procedures

12



PART II - OTHER INFORMATION



Item 1.  Legal Proceedings

13

Item 2.  Changes in Securities

13

Item 3.  Defaults Upon Senior Securities

13

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

13

Item 5.  Other Information

13

Item 6.  Exhibits

14



SIGNATURES

14













2





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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS



Report of Independent Registered Public Accounting Firm





To the Board of Directors and Stockholders

Dimensional Visions Inc.



We have reviewed the accompanying consolidated interim balance sheets of Dimensional Visions Inc, as of December 31, 2004, and June 30, 2004 and the associated condensed statements of operations, stockholders equity and cash flows for the three months and six months ended December 31, 2004 and 2003.  These interim financial statements are the responsibility of the Companys management.



We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States).  A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.



Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.



The accompanying financial statements have been prepared assuming that the company will continue as a going concern.  As discussed in the notes to the financial statements, the Company has no established source of revenue and no operations.  This raises substantial doubt about the Companys ability to continue as a going concern.  The financial statements do not include any adjustments that might result from this uncertainty.



Shelley International, CPA



Mesa, Arizona, U.S.A.



March 2, 2005











3

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DIMENSIONAL VISIONS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS



December 31,      June 30,

2004             2004

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

(UNAUDITED)



ASSETS



Total assets                                         $     -----    $     -----

===========    ===========



LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities

Short-term borrowings                              $   632,520    $   632,520

Accounts payable, accrued expenses and

other liabilities                                     678,037        631,683

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

Total current liabilities                              1,310,557      1,264,203

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



Total liabilities                                      1,310,557      1,264,203

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

Commitments and contingencies                               --              --



Stockholders' equity

Preferred stock - $.001 par value, authorized

10,000,000 shares; issued and

outstanding - 524,044 shares at

December 31, 2004 and at June 30, 2004                    524            524

Additional paid-in capital                             908,894        908,894

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

909,418        909,418

Common stock - $.001 par value, authorized

100,000,000 shares; issued and

outstanding 1,110,987 shares at

December 31, 2004 and June 30, 2004                     1,111          1,059

Additional paid-in capital                          22,504,741     22,456,043

Deficit                                            (24,725,827)   (24,630,723)

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



Total stockholders' equity                            (1,310,557)   (1,264,203)

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



Total liabilities and stockholders' equity           $     -----    $    -----

===========    ===========



See notes to condensed consolidated financial statements.

4



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DIMENSIONAL VISIONS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)





Three months Ended              Six Months Ended

December 31,                    December 31,

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

2004          2003             2004            2003

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



Operating revenue                $      ----   $      ----      $      ----    $      ----

Cost of sales                           ----          ----             ----           ----

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



Gross profit                            ----          ----             ----           ----

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

Operating expenses

General & administrative

expenses                           59,896           ----           59,896         15,013

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



Total operating expenses             59,896           ----           59,896         15,013

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



Loss before other expenses          (59,896)          ----          (59,896)       (15,013)

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

Other expenses

Interest expense                 (17,604)       (17,604)         (35,207)       (35,208)

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



Net loss                        $   (77,500)  $    (17,604)     $   (95,103)   $   (50,221)

===========   ============      ===========    ===========



Net loss per share of

common stock                 $      (.07)  $       (.02)     $      (.09)   $      (.05)

===========   ============      ===========    ===========

Weighted average shares of

common stock outstanding       1,087,672      1,029,525        1,066,938      1,065,984

===========   ============      ===========    ===========



See notes to condensed consolidated financial statements.





















5

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DIMENSIONAL VISIONS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIENCY

YEARS ENDED JUNE 30, 2004 AND 2003

AND PERIOD ENDED DECEMBER 31, 2004





Preferred Stock                       Common Stock

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

Additional                             Additional

($.001 Par Value)    Paid-in        ($.001 Par Value)        Paid-in

Shares     Amount    Capital       Shares        Amount      Capital       Deficit         Total

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



Balance, June 30, 2002



524,044   $  524   $  908,894     $1,065,984      $1,066    $22,434,286   $(24,404,302)  $(1,059,532)

=======   ======   ==========     ==========     =======    ===========   ============   ===========





Surrender of 36,458

shares of the Company's

common stock originally

issued for compensation              (36,458)        (36)            36             --             --



Net loss      --           --             --          --             --       (118,808)     (118,808)



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



Balance, June 30, 2003



524,044   $  524   $  908,894     $1,029,526      $1,030    $22,434,322   $(24,523,110)  $(1,178,340)

=======   ======   ==========     ==========     =======    ===========   ============   ===========



Issuance of 29,000 shares

of the Company's common

stock to consultants for

services valued at $21,750            29,000          29         21,721             --       $21,750



Net loss     --           --             --          --             --      $(107,613)     $(107,613)

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



Balance, June 30, 2004



524,044  $   524   $  908,894      1,058,526      $1,059    $22,456,043  $(24,630,723)   $(1,264,203)

=======   ======   ==========     ==========     =======    ===========   ============   ===========



Issuance of 65,000 shares

of the Company's common

stock to consultants for

services valued at $48,750            65,000          65         48,685             --       $48,750



Adjustment to reflect

rounding incident to

rollback and transfer

agent error                          (12,539)        (13)            13             --            --



Net loss     --           --             --          --             --       $(95,104)      $(95,104)

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



Balance, December 31, 2004 (Unaudited)



524,044  $   524   $  908,894      1,110,987      $1,111    $22,504,741  $(24,725,827)   $(1,310,557)

=======   ======   ==========     ==========     =======    ===========   ============   ===========





* The above common shares have been adjusted retroactively for a 60:1 reverse stock split occurring May 6, 2004.





See notes to consolidated financial statements.



6



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DIMENSIONAL VISIONS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)



Six months Ended

December 31,

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

2004          2003

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



Cash flows from operating activities

Net loss                                           $   (95,103)  $    (50,221)

Total adjustments to reconcile net loss

to net cash used in operating activities              95,103         50,221

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

Net cash used in operating activities                       ----           ----

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



Cash flows from financing activities

Short term borrowings                                     ----           ----

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

Net cash provided by financing activities                   ----           ----

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



Net increase (decrease) in cash                             ----           ----

Cash, beginning                                             ----           ----

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

Cash, ending                                         $      ----   $       ----

===========   ============



Supplemental disclosure of cash flow information:

Cash paid during the period for interest           $      ----   $       ----

===========   ============



See notes to condensed consolidated financial statements.





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DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED DECEMBER 31, 2004

(UNAUDITED)

NOTE 1.  BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS

The interim financial statements are prepared pursuant to the requirements for reporting on Form 10-QSB.  The June 30, 2004, balance sheet data were derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles.  The interim financial statements and notes thereto should be read in conjunction with the financial statements and notes included in the Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 2004.  In the opinion of management, the interim financial statements reflect all adjustments of a normal recurring nature necessary for a fair statement of the results for the interim periods presented.  The financial statements as of and for the period ended December 31, 2004 and 2003 are unaudited.  The financial statements for the period ended December 31, 2004 have been reviewed by an independent public accountant pursuant to rule 10-01(d) of regulation S-X and following applicable standards for conducting such reviews, and the report of the accountant is included as part of this filing.



Our auditors conducted their review in accordance with the standards of the Public Company Accounting Oversight Board (United States).  A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, our auditors express no such an opinion.



The current period results of operations are not necessarily indicative of results which ultimately will be reported for the full year ending June 30, 2005.



The Company has incurred losses since inception of $24,725,827 and has a working capital deficiency of $1,310,557 as of December 31, 2004.



As a result of no revenue, the company has eliminated its fixed overhead costs.  The lone officer of the Company is working without compensation out of office space at no charge to the company.



The accompanying financial statements have been prepared assuming that the company will continue as a going concern.  As discussed above, the Company has no established source of revenue and no operations.  This raises substantial doubt about the Companys ability to continue as a going concern.  The financial statements do not include any adjustments that might result from this uncertainty.





8

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NOTE 2.  ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES



December 31,               June 30,

2004                     2004

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

Accounts payable                 $ 441,693                $ 430,546

Salaries                            16,072                   16,072

Accrued Interest                   220,273                  185,065

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

Total                            $ 678,037                $ 631,683

=========                =========







NOTE 3.  SHORT-TERM BORROWINGS

On January 12, 2001, the Company secured a $500,000 line of credit through Merrill Lynch that was obtained by an investor group of existing stockholders as guarantors of the line of credit.  As a result of market conditions, the line of credit was limited to $393,000 which represents the amount of securities securing the line of credit by the investor group.  The Company no longer has access to any financing under this line of credit.  As of January 13, 2002, the outstanding debt was in default, and the Company was unable to pay.  The guarantors paid off the debt to Merrill Lynch, and assumed the loan at an on-going interest rate of 10% due from the Company.  The outstanding debt to the guarantors, Russell Ritchie and Dale Riker, as of December 31, 2004 was $399,253.



During July and August of 2001 the Company borrowed $45,000 and issued a 14% convertible debenture for $25,000 due in October 2001 and issued a 12% convertible debenture for $20,000 due in February 2002. Both debentures are in default under the terms of the debenture agreement.  The Company continues to accrue interest on these obligations.  The debentures are convertible into 360,000 shares of the Company's common stock at $.125 per share.



During September and October 2001 the Company borrowed $180,000 from a limited liability company and signed a 12% secured note that pledged the assets of the Company as collateral for the loan.  The note was originally due on October 2, 2004 along with all unpaid accrued interest.  Under the terms of the secured note the obligation was declared in default as a result of its insolvency.  The Company continues to accrue interest under this obligation.



During January 2002 the company borrowed $8,267 from an individual and no repayment terms have been established at this time.



On April 30, 2003, the Company entered into a settlement agreement and release with "the debt holder group," which includes the investor group representing $399,253 of short term debt, the limited liability company of $180,000 of short term debt and an entity owned by the investor group which made disbursements of approximately $47,244 for the benefit of the Company through June 30, 2003, which is included in other liabilities.  The agreement calls for all of debt holder group liabilities to be paid in full by issuing $50,000 in post reorganization unrestricted Company Common Stock and issuing $200,000 in post reorganization restricted Company Common Stock.  The agreement requires the Company's common stock to be issued within 10 days of the Completion of the reorganization of the Company.  At the time the stock is issued, interest accrued on the notes will be cancelled.  The debt holder group is permitted to liquidate up to $10,000 worth of the unrestricted common stock each month for five months commencing 10 days after receipt of the Company's Common Stock.



9



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NOTE 3.  SHORT-TERM BORROWINGS (continued)

The debt holder group may receive additional unrestricted stock if the Company's stock falls below $50,000 upon liquidation and additional shares of restricted stock if the price of the restricted shares fall below $200,000 one year after first receipt.  As of November 2004, no plan of reorganization has been entered into.





NOTE 4.  COMMITMENTS AND CONTINGENCIES

There are no legal proceedings that the Company believes will have a material adverse effect on its financial position.

The Company has not declared dividends on Series A or B Convertible Preferred Stock.  The cumulative dividends in arrears through June 30, 2004 was approximately $116,425.





NOTE 5.  COMMON STOCK



On May 6, 2004, the Board of Directors of the Company and a majority of the stockholders entitled to vote thereon approved and the Company filed a Certificate of Amendment of Certificate of Incorporation of the Corporation with the Secretary of State for the State of Delaware.  The number of shares of the Company outstanding and entitled to vote on an amendment to the Articles of Incorporation was 61,771,510.  The amendment authorized the Company to reverse its issued and outstanding shares, giving one (1) new share for each sixty (60) existing shares issued and outstanding. The Company now has 1,110,987 post-reverse shares outstanding.  The effect of the reverse stock split has been recognized retroactively as of December 31, 2003 in the financial statements, and all per share data in the financial statements and in the shareholder equity accounts have been restated to give effect to the reverse stock split.



As of December 31, 2004, there are outstanding 110,875 of non-public warrants to purchase the Company's common stock at prices ranging from $7.50 to $15.94 with a weighted average price of $9.53 per share.





NOTE 6.  PREFERRED STOCK



The Company has authorized 10,000,000 shares of $.001 par value per share Preferred Stock, of which the following were issued and outstanding:



Allocated          Outstanding

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

December 31,      June 30,

2004            2004

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

Series A Preferred             100,000         15,500           15,500

Series B Preferred             200,000          3,500            3,500

Series C Preferred           1,000,000         13,404           13,404

Series D Preferred             375,000        130,000          130,000

Series E Preferred           1,000,000        275,000          275,000

Series P Preferred             600,000         86,640           86,640

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

Total Preferred Stock        3,275,000        524,044          524,044

=========        ========        ========





10



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NOTE 6.  PREFERRED STOCK, Continued



The Company's Series A Convertible 5% Preferred Stock ("Series A Preferred"), 100,000 shares authorized, is convertible into common stock at the rate of 1.6 shares of common stock for each share of the Series A Preferred. Dividends from date of issue are payable from retained earnings, and have been accumulated on June 30 each year, but have not been declared or paid.



The Company's Series B Convertible 8% Preferred Stock ("Series B Preferred") is convertible at the rate of 4 shares of common stock for each share of Series B Preferred. Dividends from date of issue are payable on June 30 from retained earnings at the rate of 8% per annum and have not been declared or paid.



The Company's Series C Convertible Preferred Stock ("Series C Preferred") is convertible at a rate of 0.4 shares of common stock per share of Series C Preferred.



The Company's Series D Convertible Preferred Stock ("Series D Preferred") is convertible at a rate of 2 shares of common stock per share of Series D Preferred.



The Company's Series E Convertible Preferred Stock ("Series E Preferred") is convertible at a rate of 1 share of common stock per share of Series E Preferred.



The Company's Series P Convertible Preferred Stock ("Series P Preferred") is convertible at a rate of 0.4 shares of common stock for each share of Series P Preferred.



The Company's Series A Preferred, Series B Preferred, Series D Preferred and Series E Preferred were issued for the purpose of raising operating funds.  The Series C Preferred was issued to certain holders of the Company's 10% Secured Notes in lieu of accrued interest and also will be held for future investment purposes.



The Series P Preferred was issued on September 12, 1995, to InfoPak shareholders in exchange for (1) all of the outstanding capital stock of InfoPak, (2) as signing bonuses for certain employees and a consultant of InfoPak, and (3) to satisfy InfoPak's outstanding debt obligations to certain shareholders.





NOTE 7.   INCOME TAXES



There was no provision for current income taxes for the six months ended December 31, 2004 and 2003.

The federal net operating loss carry forwards of approximately $21,526,000 expire in varying amounts through 2023.  In addition the Company has state carryforwards of approximately $6,755,000.



The Company has had numerous transactions in its common stock.  Such transactions may have resulted in a change in the Company's ownership, as defined in the Internal Revenue Code Section 382.  Such change may result in an annual limitation on the amount of the Company's taxable income which may be offset with its net operating loss carry forwards.  The Company has not evaluated the impact of Section 382, if any, on its ability to utilize its net operating loss carry forwards in future years.





11





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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The discussion and financial statements contained herein are for the six months ended December 31, 2004 and 2003.  The following discussion regarding the financial statements of the Company should be read in conjunction with the financial statements of the Company included herewith.



SIX MONTHS ENDED DECEMBER 31, 2004 AND 2003



RESULTS OF OPERATIONS



The net loss for the quarter ended December 31, 2004, was $77,500 compared with a net loss of $17,604 for the fiscal quarter ended December 31, 2003.  General and administrative expenses increased in the quarter ended December 31, 2004 by approximately $59,896 over the quarter ended December 31, 2003.



There was no revenue for the six months ended December 31, 2004 and the six months ended December 31, 2003, as the Company ceased all marketing and sales activity.



As a result of no revenue, the Company has eliminated its fixed overhead costs.  The lone officer of the Company is working without compensation out of office space at no charge to the Company.



LIQUIDITY AND CAPITAL RESOURCES



The Company had no funding during the six months ended December 31, 2004.



The Company's financial position is precarious.  Unless we are able to acquire additional debt or equity financing to cover ongoing operating costs, satisfy liabilities, and sell or merge or acquire another operating entity or other business combination, we may not be able to continue as a going concern.  The probability of obtaining financing is unlikely at this time.  Therefore, current management of the Company is reevaluating the Company's prospects and considering the Company's options, such as a sale, merger, or other business combination.  Certain current expenditures are being paid by an investor.





ITEM 3.  CONTROLS AND PROCEDURES



Our President, and Chief Financial Officer (the "Certifying Officer") is responsible for establishing and maintaining disclosure controls and procedures for the Company.  The Certifying Officer has designed such disclosure controls and procedures to ensure that material information is made known to them, particularly during the period in which this report was prepared.  The Certifying Officer has evaluated the effectiveness of the Company's disclosure controls and procedures as of December 31, 2004, and believes that the Company's disclosure controls and procedures are effective based on the required evaluation.  There have been no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



12



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PART II - OTHER INFORMATION



ITEM 1.  LEGAL PROCEEDINGS



(a)  On or about December 6, 2001, Russell H. Ritchie, Dale Riker, and Suntine Enterprises, LLC (the "Arizona Plaintiffs") brought an action in the Superior Court of the State of Arizona, in and for the County of Maricopa, No. CV2001-021203, against the Company, its officers, directors, consultants and shareholders (collectively, "Defendants"), for Breach of Contract and Tort.  This matter was dismissed without prejudice by the Arizona Plaintiffs, on June 13, 2002.



(b)  In 2003, the Company was sued in the Superior Court of the State of California, Orange County, by the law firm of Oswald & Yapp, A Professional Corporation.  The suit was based on claims of legal fees for services rendered but not paid.  The Company failed to respond to the suit and on February 27, 2004, a judgment was entered against the Company in the amount of $31,579.

To the best knowledge of our management, there are no other material litigation matters pending or threatened against us.





ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS



(a) On May 6, 2004, the Registrant amended its Articles of Incorporation to authorize the Registrant to reverse its issued and outstanding shares, giving one (1) new share for each sixty (60) existing shares issued and outstanding.  The Registrant now has 1,110,987 post-reverse shares outstanding.





ITEM 3. DEFAULTS UPON SENIOR SECURITIES



None.



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



(a) On May 6, 2004, the Registrant filed a Certificate of Amendment of Certificate of Incorporation of Dimensional Visions Incorporated with the Secretary of State for the State of Delaware.  The number of shares common stock of the Registrant outstanding and entitled to vote on an amendment to the Articles of Incorporation was 61,771,510.  The May 6, 2004 amendment was consented to and approved by a majority vote of the stockholders holding a majority of the stock entitled to vote thereon.  The amendment authorized the Registrant to reverse its issued and outstanding shares, giving one (1) new share for each sixty (60) existing shares issued and outstanding.  The Registrant now has 1,110,987 post-reverse shares outstanding.



ITEM 5.  OTHER INFORMATION



None.

13





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ITEM 6.  EXHIBITS



a) The following Exhibits are filed herein:



NO.

TITLE



31.1

Certification of Chief Executive Officer and of Chief Financial officer pursuant to the Securities Exchange Act of 1934, Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



32.1

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





SIGNATURES

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

DIMENSIONAL VISIONS INCORPORATED



DATED: March 7, 2005

By:/s/ Preston J. Shea



Preston J. Shea, President and Chief

Financial officer

(Principal Executive and Financial Officer)





14