UNITED STATES SECURITIES AND EXCHANGE
		COMMISSION Washington, D.C. 20549

Form 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR
		15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,
		2008

Commission File No. 0-28383



TABLE TRAC, INC.(Exact name
		of registrant as specified in its charter)



Nevada
		-----------------------------------------------------88-0336568
		(State or other jurisdiction of Incorporation or Organization)---------(IRS
		Employer Identification No.)

15612 Highway 7, Suite 331 Minnetonka, Minnesota 55345(Address of principal executive office) ----------------(Zip Code)

Registrant's telephone number, including area code:
		(952) 548-8877

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

Securities registered pursuant to Section 12(g) of the
		Act:

Common Stock, par value $0.001 (Title of
		Class)



Indicate by check mark if the registrant is a well-known
		seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ]. No [X].

Indicate by check mark if the registrant is not required to
		file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [X]. No [
		].

Indicate by check mark whether the registrant (1) has
		filed all reports required to be filed by Section 13 or 15(d) of the Securities
		Exchange Act of 1934 during the preceding 12 months (or for such shorter period
		that the registrant was required to file such reports), and (2) has been
		subject to such filing requirements for the past 90 days. Yes [X]. No [ ]

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

Indicate by check mark whether the registrant is a large
		accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
		reporting company. See definitions of accelerated filer,
		large accelerated filer and smaller reporting company
		in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer [ ] Accelerated filer [ ]
		Non-accelerated filer [ ] Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell
		company (as defined in Rule12b-2 of the Act). [ ] Yes [X] No

The aggregate market value of the voting stock held by
		persons other than officers, directors and more than 5% stockholders of the
		registrant as of March 17, 2009 was $5,719,000, based on the most recent sales
		price of the common stock of the Company ($2.15 per share). As of March 17,
		2009, about 2,660,000 shares held by persons other than officers, directors and
		more than 5% stockholders shares of common stock were outstanding. As of March
		17, 2009, the Company had outstanding 4,162,234 shares of common stock, $0.001
		par value.

PART I

Item 1. Business.

General

Table Trac, Inc. (the "Company" or "Table Trac") is a Nevada
		Corporation, formed on June 27, 1995, with principal offices in Minnetonka,
		Minnesota.

The Company has developed and patented (U.S. patent # 5,957,776) a
		proprietary information and management system (Table Trac) that automates and
		monitors the operations of casino table games. In addition to table games
		management, Table Trac has been adding functionality to related casino system
		modules for guest rewards and loyalty club, marketing analysis, guest service,
		promotions administration / management, vault/cage management and audit /
		accounting.

In 2005, the Company launched new products in the areas of promotions
		administration and management, customer mailing for tiered pre-encoded
		promotional marketing, gaming machine on-line accounting and management, gaming
		machine vault cage operations, touch screen customer service kiosks, guest
		service paging and wireless handheld communications. The addition of these
		modalities has transformed Table Trac's role from a "niche" supplier of
		peripheral product offerings to one of a full line single source supplier. This
		development has greatly enhanced their opportunities for new system sales in
		the marketplace, which has been demonstrated in 2007 and again in 2008.

Table Trac is able to offer to its customers systems of comparable
		functionality to their Nevada-based competitors at a significant cost savings
		by utilizing innovative technology and programming resources. Table Trac now
		has over 10 years of on-table experience, 8+ years of customer reward and
		loyalty programs and tens of millions of hours of continuous gaming machine
		monitoring . Table Trac is positioned to continue gaining customers while
		competing for a broad cross section of casinos that are seeking to reduce the
		cost of their systems and improve the reliability and accountability of their
		operations.

As a tougher economy forces all businesses to make their dollars work
		harder, Table Trac Inc.'s solutions may become more attractive to a larger
		number of casino system users. The Company is working to expand its name
		recognition within the gaming segment in order to capitalize on a rising demand
		for its affordable solutions.

TABLE TRAC INSTALLATIONS

Table Trac currently has systems installed with on-going support and
		maintenance contracts at 22 casinos in Minnesota, Wisconsin, Florida, Oklahoma,
		Central America, and South America.

AVAILABILITY OF TABLE TRAC

Table Trac systems are available for purchase from the Company to any
		legal gambling casino in the U.S. and most legal casinos operating outside the
		U.S. Systems are purchased, installed and sold with a monthly license and
		maintenance contract whereby Table Trac performs required maintenance on its
		systems to assure trouble-free operations.

MANUFACTURING CAPABILITIES

The Company designs and manufactures its own Table Trac table units and
		gaming machine interface boards, using the services of third party electronics
		assembly houses. The Company is aware of local electronic manufacturers
		offering equivalent manufacturing capability, whose services the Company could
		readily hire as needed.

TRADEMARKS AND PATENTS

The Company filed for its provisional patent application in August 1995,
		and filed for its Final Application in August 1996. This application was
		approved and issued on September 28, 2000, as patent number 5,957,776.

The Company filed to register its trademark ("TABLE TRAC") in September
		1996. The trademark was issued on September 7, 2000, as trademark number
		2,275,137. A re-application for this mark has been filed.

In October 2008, the Company has filed for the Trademark ("REEL TIME
		RESULTS") to trade name a feature contained in its product (Table Trac TV
		Digital signage), that has the ability to track slot machine play as votes in
		real time, into a voting pool for various promotional games. This feature was
		central to the succeses of the Company's "Pick a President" promotion which
		received local and national attention as a cutting edge casino promotion.

ENVIRONMENTAL COMPLIANCE

The Company believes that it is in compliance with all current federal
		and state environmental laws.

EMPLOYEES

As of December 31, 2008, the Company had 12 full-time employees and
		engaged the full-time services of 2 contract specialists.

COMPETITION

The year 2006 was a significant milestone for Table Trac in its quest to
		not only develop its definition of markets for growth and expansion, but to
		further separate itself from the competition. As of the end of 2008, to the
		best of the Companys knowledge, which encompasses reporting from
		operators, vendors, and analysts, Table Trac was the only systems company that
		was operating accounting and players club functions on Class II, S2S games and
		protocols in Oklahoma. At the same time, Table Trac feels that it can still
		claim their system's sales price is half-price, compared to Nevada
		competitors. In addition, in regard to off-shore markets, Table Trac has
		successfully entered into several Central American jurisdictions with their
		systems meeting the special demands of multi-lingual, multi-currency, and
		multi-tax requirements, while maintaining the competitive pricing advantage.

BUSINESS SEGMENTS

The Company operates as one reporting segment.

RECENT DEVELOPMENTS

Contrary to the adverse economic developments on a National and
		world-wide scale that took place in 2008, Table Trac Inc. had its most
		successful year ever.

In every significant category upon which the success of a business is
		judged, Table Trac showed progress, expansion, and accomplishment. Revenues
		reached record levels. Earnings were the highest in company history. Sales to
		new customers exceeded the previous year. New products and profit centers were
		developed, and Table Trac received National attention for certain innovations
		and promotions.

For the first time, Table Trac paid a dividend of $0.05 per share to its
		shareholders in April of 2008. Shareholder response was appreciative, and
		future dividend distributions will continue to be evaluated as the Company's
		financial condition dictates.

The Company added five new employees and consultants to meet its growing
		needs in the areas of technical, promotional, creative, support, and
		administration.

In addition to numerous technical upgrades, the Company developed new
		products such as Table Trac TV and animated promotions. One of the promotions,
		"Pick a President", which coincided with the presidential election, was so
		creative and innovative, that it received National acclaim.

In 2008, Table Trac's technology received approval from two National
		Testing Laboratories for two major jurisdictions, Oklahoma and Minnesota, which
		is significant as it adds to both the Company's recognition and credibility.

Table Trac expanded its customer base with six new casinos in Costa
		Rica, and four new casinos in Oklahoma. In addition, the Company has achieved
		penetration into several new geographic jurisdictions that are expected to add
		to its growing customer base in 2009.

As Table Trac, looks ahead to 2009, the Company is confident and
		committed to achieving the same continued growth and success that it
		experienced in 2008.

Item 2. Properties.

We lease office space in Minnetonka, Minnesota, pursuant to
		a lease that expires in May 2011. We believe our faciltities will be sufficient
		to meet our current requirements and that additional space at or near the
		current location will be available at a reasonable cost if additional space is
		required in the future.

Item 3. Legal
		Proceedings.

None.

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

|a. | OCTOBER 16, 2008, ANNUAL MEETING OF SHAREHOLDERS                                                  
|-- | --------------------------------------------------------------------------------------------------
|b. | Re -Elected Board Members Hoehne, Siqveland and Oliveri to serve
			 until the next anual meeting.
|c. | Voted to ratify the engagement of the auditing firm of Carver
			 Moquist & O'Connor, LLC         
|d. | No other matters came before the meeting                                                          

PART II

Item 5. Market for Registrant's Common
		Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information: The Company's common stock
		trades on the OTCBB.

|Price per Share Calendar Year      | 2008 
|---------------------------------- | -----
|                                   | High 
|Annual Price per Share             | $4.35
|First Quarter, January -March      | $4.35
|Second Quarter, April - June       | $4.10
|Third Quarter, July - September    | $3.90
|Fourth Quarter, October - December | $3.25



|Price per Share Calendar Year      | 2007 
|---------------------------------- | -----
|                                   | High 
|Annual Price per Share             | $4.50
|First Quarter, January -March      | $1.90
|Second Quarter, April - June       | $1.76
|Third Quarter, July - September    | $2.91
|Fourth Quarter, October - December | $4.50

Holders: There are approximately 150 shareholders in
		the Company.

Dividends: The Company declared a $0.05 per share dividend to be
		paid to shareholders of record as of April 1, 2008. Payment was made on April
		9, 2008.

Equity Compensation:

On May 22, 2008, the Company issued 6,000 shares of restricted common
		stock valued at $15,750 to a consultant for professional services rendered
		during the six months ended June 30, 2008.

Securities Authorized Under Equity Compensation Plans

The following table lists the securities authorized for issuance under
		any equity compensation plans approved by our shareholders and any equity
		compensation plans not approved by our shareholders.

Equity Compensation Plan Information

|Plan category                                              | Number of securities to be issued upon exercise of
			 outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants
			 and rights (b) | Number of securities remaining available for future issuance under
			 equity compensation plans (excluding securities reflected in column a) (c)
|---------------------------------------------------------- | --------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------
|Equity compensation plans approved by security holders     | 337,500                                                                                             | $0.13                                                                               | 370,000                                                                                                                                          
|Equity compensation plans not approved by security holders | - 0 -                                                                                               | - 0 -                                                                               | - 0 -                                                                                                                                            

Equity Repurchases

In the fourth quarter of 2008, the Company re-purchased 32,200 shares of
		its stock for a total cost of $45,747.

Pursuant to Rule 10B - 18, ISSUER PURCHASES OF EQUITY
		SECURITIES

|Period        | (a) Total Number of Shares(or Units) Purchased | (b)Average Price Paid per Share (or Unit) | (c) Total Number of Shares (or Units) Purchased as Part of Publicly
			 Announced Plans or Programs | (d) Maximum Number (or Approximate Dollar Value) of Shares (or
			 Units) that May Yet Be Purchased Under the Plans or Programs
|------------- | ---------------------------------------------- | ----------------------------------------- | --------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------
|October 2008  | 0                                              | 0                                         | 0                                                                                                   | N/A                                                                                                                            
|November 2008 | 31,100                                         | $1.40                                     | 0                                                                                                   | N/A                                                                                                                            
|December 2008 | 1,100                                          | $1.40                                     | 0                                                                                                   | N/A                                                                                                                            
|Total         | 32,200                                         | $1.40                                     | 0                                                                                                   |                                                                                                                                

Item 7. Management's Discussion and
		Analysis of Financial Condition and Results of Operation.

The following discussion should be read in conjunction with
		our audited financial statements and related notes that appear elsewhere in
		this filing.

Cautionary Note Regarding Forward-Looking Statements

Some of the statements made in this section of our report
		are forward-looking statements. These forward-looking statements generally
		relate to and are based upon our current plans, expectations, assumptions and
		projections about future events. Our management currently believes that the
		various plans, expectations, and assumptions reflected in or suggested by these
		forward-looking statements are reasonable. Nevertheless, all forward-looking
		statements involve risks and uncertainties and our actual future results may be
		materially different from the plans, objectives or expectations, or our
		assumptions and projections underlying our present plans, objectives and
		expectations, which are expressed in this section.

In light of the foregoing, prospective investors are
		cautioned that the forward-looking statements included in this filing may
		ultimately prove to be inaccurate-even materially inaccurate. Because of the
		significant uncertainties inherent in such forward-looking statements, the
		inclusion of such information should not be regarded as a representation or
		warranty by Table Trac, Inc. or any other person that our objectives, plans,
		expectations or projections that are contained in this filing will be achieved
		in any specified time frame, if ever. We undertake no obligation to publicly
		release any revisions to the forward-looking statements or reflect events or
		circumstances after the date of this document.

1. LIQUIDITY

Management is not aware of any trends or any known demands,
		commitments, events or uncertainties that will result in or that are reasonably
		likely to result in the registrant's liquidity increasing or decreasing in any
		material way. Management believes that the Company has adequate cash to meet
		its obligations and continue operations for both existing customer contracts
		and ongoing product development for the next twelve months.

The Company's cash position at December 31, 2008 was $1,212,953, an
		increase of $602,798 from $610,155 at December 31, 2007 .

Net cash flows provided by operating activities during the year ended
		December 31, 2008 was $891,422 compared with net cash flows provided by
		operating activities of $283,221 for the same period in 2007. This increase of
		$608,201 was caused primarily by increased sales, resulting in greater net
		income of $459,679 over the prior year and corresponding increases in accounts
		payable and deferred revenue.

Net Cash Flows used in investing activites was $35,065 during the year
		ended December 31, 2008, compared to $0 for the same period in 2007. This
		increase was entirely due to vehicles purchased for the Company's two new field
		service representatives.

Net cash used in financing activities was $253,559 during the year ended
		December 31, 2008, compared to net cash flows provided by financing activites
		of $19,563 for the same period in 2007. The change was due to the payment of a
		shareholder dividend on April 9, 2008 at $0.05 per share, and stock repurchased
		in November and December of 2008 totaling 32,200 shares at a cost of
		$45,747.

On December 31, 2008, total stockholder's equity was $2,354,792. This
		compared to a stockholder's equity of $1,414,973 in 2007, which is an increase
		of $939,819 or 66%.

2. CAPITAL RESOURCES.

The Company is not capital intensive. The basic product of the Company
		is computer software developed by its employees. Most manufacturing is done
		after the Company receives an order, so there is little product inventory held
		by the Company.

3. RESULTS OF OPERATIONS, YEAR ENDED DECEMBER 31,
		2008 COMPARED TO YEAR ENDED DECEMBER 31, 2007.

The Company's operating environment in 2008 was free from unusual or
		infrequent events or transactions or any significant economic changes that
		materially affected the amount of reported income from continuing operations.
		The Company knows of no specific trends or uncertainties that have had or that
		the registrant reasonably expects will have a material favorable or unfavorable
		impact on net sales or income from continuing operations. The Company believes
		that the present economy downturn in late 2008 and early 2009 may benefit
		future sales as potential customers take a closer look at budgets and the
		relative value the Table Trac brand offers versus its competitors.

Inflation for the previous three years ending December 31, 2008 has been
		negligible having no effect on the Company's operations. The outlook for
		inflation may put the Company's cash holdings at risk for a loss of real value.
		The Company will evaluate inflation pressure and take steps to place its
		available cash and cash equivalents.

Revenues increased from $2,716,072 in 2007 to $ 4,621,514 in 2008. The
		increase of $1,905,442 was due to the increased number of completed
		installations along with additional maintenance revenues from new
		installations. In 2008, we installed eight systems compared to six in 2007.
		Ongoing maintenance revenue has increased from approximately $407,000 in 2007
		to approximately $678,000 in 2008, an increase of approximately $271,000.

Deferred revenues increased from $169,353 in 2007 to $389,297 in 2008.
		The balance represents down payments received for in-process system
		installations at year-end. The deferred revenue is non-refundable and will be
		recognized as revenue when the system installations are completed.

Cost of sales increased in 2008 to $1,105,501 from $722,051 in 2007.
		This increase was due to more and larger completed system installations in
		2008.

The gross margin in 2008 is $3,516,013 or 76% of sales compared with
		$1,994,021 or 73% of sales in 2007. The slight percentage increase was due to
		the 2008 system sales having slightly lower install labor costs sold than the
		systems sold in the prior year. Also, the license and maintenance revenue has a
		much higher margin than the system installations.

Total operating expenses increased from $856,889 in 2007 to $1,662,479
		in 2008. The increase of $805,590 was primarily due to additional wages for new
		employees to handle the increased volume, several research and development
		projects where outside consultants were engaged to design hardware and software
		systems, and for costs related to additional office space.

Interest income has increased substantially in 2008 to $73,094 from
		$50,817 in 2007, the $22,277 increase is due to our increased cash reserve
		balance and from interest earned on accounts receivable - financed
		contracts.

The provision for income taxes was $470,000 in 2007, for an effective
		rate of 39.6%, compared to a provision for income taxes of $749,000 for an
		effective rate of 40.3% in 2008.

The net income for 2008 was $1,177,628 compared to net income of
		$717,949 for 2007. This was an increase of $459,679.

The basic earnings per share in 2008 was $0.28 compared to basic
		earnings per share of $0.18 in 2007.

4. Off-balance sheet arrangements.

None.

5. Critical Accounting Policies and
		Estimates.

The Company's discussion and analysis of financial
		condition and results of operations is based upon its financial statements,
		which have been prepared in accordance with accounting principles generally
		accepted in the United States. The preparation of these financial statements
		requires the company to make estimates and judgements that affect the reported
		amounts of assets, liabilities, revenues and expenses, and related disclosure
		of contingent assets and liabilities. On an on-going basis the Company
		evaluates these estimates, including those related to revenue recognition, bad
		debts, inventory valuation, intangible assets, and income taxes. The Company
		bases these estimates on historical experience and on various other assumptions
		that it believes are reasonable under the circumstances, the results of which
		form the basis for making judgements about the carrying values of assets and
		liabilities that are not readily apparent from other sources. Actual results
		may differ from these estimates under different assumptions or conditions. The
		estimates and judgements that Company believes have the most effect on its
		reported financial position and results of operations are as follows:

Revenue Recognition

The Company derives revenues from the sales of systems,
		licenses and maintenance fees and services.

System sales: Revenue from systems that have been
		demonstrated to meet customer specifications during installation is recognized
		when evidence of an arrangement exists, the product has been installed, title
		and risk of loss have transferred to the customer and collection of the
		resulting receivable is reasonably assured.

System sales which are accounted for as multiple-element
		arrangements include multiple products and/or services. For multiple-element
		arrangements, the Company allocates the revenue to each element based on their
		stand-alone fair value (or in the absence of fair value, the residual method)
		and recognizes the associated revenue when all revenue recognition criteria
		have been met for each element.

In 2005, the Company began offering its customers contracts
		with extended payment terms. The Company has established a history of
		successfully collecting these contracts under the original payment terms
		without making concessions. Based on past and current collection history, all
		sales installment contracts are being recognized in revenue following the
		"system sales" policy noted above.

Maintenance revenue: Maintenance revenue is recognized
		ratably over the contract period.

Service revenue: Service revenue is recognized after the
		services are performed and collection of the resulting receivable is reasonably
		assured.

Accounts Receivable

Accounts receivable are recorded at the invoiced amount.
		Any accounts receivable amount relating to a sales installment contract greater
		than twelve months beyond the calendar year end is recorded as a long term
		asset and is classified as "accounts receivable, financed contracts - long
		term". Management believes that receivables are fully collectible. While the
		ultimate result may differ, management believes that any write off not allowed
		for will not have a material impact on the Company's financial position.

Inventory

Inventory comprised of finished good and work in process is
		stated at the lower of cost or market. The first-in, first-out cost method is
		used to value inventory. Imventory is reviewed annually for the lower of cost
		or market and obsolescence. Any material cost found to be above market vaklue
		or considered obsolete is written down accordingly.

Intangible Asset

In March 1999, the Company received patent number 5,957,776
		relating to its table game control system. Expenses incurred in obtaining this
		patent are carried at cost and are being amortized over seventeen years using
		the straight-line method.

Long-lived Assets

The Company periodically assesses the recoverability of
		long-lived assets and certain identifiable intangible assets by reviewing for
		impairment whenever events or changes in circumstances indicate that the
		carrying amount of an asset may not be recoverable. Recoverability of assets to
		be held and used is measured by a comparison of the carrying amount of an asset
		to future un-discounted net cash flows expected to be generated by the asset.
		If such assets are considered to be impaired, the impairment to be recognized
		is measured by the amount by which the carrying amount of the assets exceeds
		the fair value of the assets. Assets to be disposed of are reported at the
		lower of the carrying amount or fair value less costs to sell.

Stock-based Compensation

The Company accounts for stock-based compensationin
		accordance with FASB Statement No. 123(R) "Share-Based Payment" (SFAS 123(R)),
		which requires an entity to reflect on its income statement, instead of pro
		forma disclosures in its financial footnotes, the cost of employee services
		received in exchange for an award of equity instruments based on the grant-date
		fair market value of the award.

Income Taxes

The Company accounts for income taxes in accordance with
		Statement of Financial Accounting Standards No. 109, "Accounting for Income
		Taxes" which requires the use of the "liability method" of accounting for
		income taxes. Accordingly, deferred tax liabilities and assets are determined
		based on the differences between the financial statement and tax bases of
		assets and liabilities, using enacted tax rates in effect for the year in which
		the differences are expected to reverse.

On January 1, 2007, the Company adopted the provisions of
		FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes ("FIN
		48"), which is an interpretation of SFAS 109. FIN 48 clarifies the accounting
		for uncertainty in income taxes recognized in an entity's financial statements
		in accordance with SFAS 109 and prescribes a recognition threshold and
		measurement attribute for the financial statement recognition and measurement
		of a tax position taken or expected to be taken in an income tax return. FIN 48
		also provides guidance on derecognition, classification, interest and
		penalties, accounting in interim periods, disclosure and transition. The
		initial application of FIN 48 to the Company's tax position had no effect on
		the results of operations or stockholders' equity.



6. Recent Accounting Pronouncements.

In December 2007, the FASB issued Statement No. 141R,
		"Business Combinations" which establishes principles for how an acquirer
		recognizes and measures in its financial statements the identifiable assets
		acquired and liabilities assumed in a business combination, the goodwill
		acquired in a business combination, and determines what information to disclose
		to enable users of the financial statements to evaluate the nature and
		financial effects of a business combination. We are required to apply this
		standard prospectively to business combinations for which the acquisition date
		is on or after January 1, 2009. Earlier application is not permitted.

In February 2008, the FASB issued FASB Staff Position No.
		157-2 ("FSP 157-2"), which delayed the effective date by which companies must
		adopt certain provisions of SFAS No. 157, Fair Value Measurements ("SFAS 157").
		FSP 157-2 defers the effective date of SFAS 157 for all nonfinancial assets and
		nonfinancial liabilities, except for items that are recognized or disclosed at
		fair value in the financial statements on a recurring basis, to fiscal years
		beginning after November 15, 2008, and interim periods within those fiscal
		years. The adoption of this standard is not anticipated to have a material
		impact on the Company's financial position, results of operations, or cash
		flows.

Item 7A. Quantitative and Qualitative
		Disclosures About Market Risk.

Our financial instruments consist almost entirely of cash. Our only risk
		is the fluctuations in interest rates which is not considered significant.

The Company does not hold foreign currency since we do not transact
		business in foreign currencies, and therefore have no currency exposure. We do
		not enter into futures or forward commodity contracts since we have no market
		risk exposure with respect to commodity prices.

Item 8. Financial Statements and
		Supplementary Data.



|REPORT OF INDEPENDENT REGISTERED PUBLIC
				ACCOUNTING FIRM
			 To the Board of Directors and Stockholders of Table Trac, Inc.
				We have audited the accompanying balance sheets of Table Trac, Inc. as
				of December 31, 2008 and 2007, and the related statements of income,
				stockholders' equity and cash flows for the years then ended. These financial
				statements are the responsibility of the Company's management. Our
				responsibility is to express an opinion on these financial statements based on
				our audits.
			 We conducted our audits in accordance with the standards of the
				Public Accounting Oversight Board (United States). Those standards require that
				we plan and perform the audit to obtain reasonable assurance about whether the
				financial statements are free of material misstatement. The company is not
				required to have, nor were we engaged to perform, an audit of its internal
				control over financial reporting. Our audit included consideration of internal
				control over financial reporting as a basis for designing audit procedures that
				are appropriate in the circumstances, but not for the purpose of expressing an
				opinion on the effectiveness of the company's internal control over financial
				reporting. Accordingly, we express no such opinion. An audit also includes
				examining, on a test basis, evidence supporting the amounts and disclosures in
				the financial statements, assessing the accounting principles used and
				significant estimates made by management, as well as evaluating the overall
				financial statement presentation. We believe that our audits provide a
				reasonable basis for our opinion.
			 In our opinion, the financial statements referred to above present
				fairly, in all material respects, the financial position of Table Trac, Inc. as
				of December 31, 2008 and 2007, and the results of its operations and its cash
				flows for the years then ended, in conformity with accounting principles
				generally accepted in the United States of America.
			 /s/ Carver Moquist & O'Connor, LLC
			 Bloomington, Minnesota March 19, 2009
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

TABLE TRAC, INC.BALANCE SHEETS

|                                                                                                                                                                      | December 31, 2008 | December 31, 2007
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------- | -----------------
|ASSETS                                                                                                                                                                |                   |                  
|Current assets:                                                                                                                                                       |                   |                  
|Cash                                                                                                                                                                  | $1,212,953        | $610,155         
|Accounts receivable, no allowance for doubtful accounts deemed
			 necessary for 2008 and 2007                                                                        | 2,006,475         | 1,021,346        
|Inventory                                                                                                                                                             | 248,598           | 162,559          
|Prepaid expenses                                                                                                                                                      | 8,143             | 12,043           
|Income taxes receivable                                                                                                                                               | 45,000            | - 0 -            
|Total current assets                                                                                                                                                  | 3,521,169         | 1,806,103        
|                                                                                                                                                                      |                   |                  
|Patent, net                                                                                                                                                           | 11,191            | 12,555           
|Deferred tax asset                                                                                                                                                    | - 0 -             | 136,000          
|Property and equipment, net                                                                                                                                           | 27,865            | 0                
|Accounts receivable, financed contracts - long
			 term                                                                                                               | 68,045            | 152,600          
|Total assets                                                                                                                                                          | $3,628,270        | $2,107,258       
|                                                                                                                                                                      |                   |                  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                  |                   |                  
|Current liabilities:                                                                                                                                                  |                   |                  
|Accounts payable                                                                                                                                                      | $ 225,557         | $ 65,509         
|Accrued payroll and related                                                                                                                                           | 39,624            | 36,423           
|Deferred revenue                                                                                                                                                      | 389,297           | 169,353          
|Deferred tax liability                                                                                                                                                | 619,000           | 421,000          
|Total current liabilities                                                                                                                                             | 1,273,478         | 692,285          
|                                                                                                                                                                      |                   |                  
|Stockholders equity:                                                                                                                                                 |                   |                  
|Common stock, 0.001 par value; 5,000,000 shares
			 authorized: 4,162,234 and 4,156,234 shares issued and outstanding at December
			 31, 2008 and 2007, respectively | 4,162             | 4,156            
|Additional paid-in capital                                                                                                                                            | 1,398,254         | 1,382,510        
|Retained earnings                                                                                                                                                     | 998,123           | 28,307           
|                                                                                                                                                                      | 2,400,539         | 1,414,973        
|Less: treasury stock (32,200 shares in 2008 and 0
			 shares in 2007) at cost                                                                                         | (45,747)          | - 0 -            
|Total stockholders equity                                                                                                                                            | 2,354,792         | 1,414,973        
|                                                                                                                                                                      |                   |                  
|Total liabilities and stockholders equity                                                                                                                            | $3,628,270        | $2,107,258       

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

TABLE TRAC,
		INC.STATEMENTS OF INCOME

|                                             |              |             
|-------------------------------------------- | ------------ | ------------
|                                             | Years Ended 
|                                             | December 31, | December 31,
|                                             | 2008         | 2007        
|Net sales                                    | $ 4,621,514  | $2,716,072  
|Cost of sales                                | 1,105,501    | 722,051     
|Gross profit                                 | 3,516,013    | 1,994,021   
|                                             |              |             
|Selling, general and administrative expenses | 1,662,479    | 856,889     
|                                             |              |             
|Income from operations                       | 1,853,534    | 1,137,132   
|                                             |              |             
|Other income (expense):                      |              |             
|Interest income                              | 73,094       | 50,817      
|                                             |              |             
|Net income before income taxes               | 1,926,628    | 1,187,949   
|Income tax expense                           | 749,000      | 470,000     
|Net income                                   | $1,177,628   | $ 717,949   
|Basic earnings per share                     | $0.28        | *$0.18*     
|Weighted average basic shares outstanding    | 4,159,234    | *4,012,147* 
|Diluted earnings per share                   | $0.26        | $0.17       
|Weighted average diluted shares outstanding  | 4,468,609    | 4,337,806   

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

TABLE TRAC, INC.STATEMENTS OF
		STOCKHOLDERS EQUITY (DEFICIT)

|                                                                                               | Common Stock Number of
			 Shares | Common
			 StockAmount | Additional Paid-in
			 Capital | Retained Earnings (Accumulated Deficit) | Treasury Stock | Total     
|---------------------------------------------------------------------------------------------- | --------------------------------- | ---------------------- | ------------------------------ | --------------------------------------- | -------------- | ----------
|BALANCE, DECEMBER 31, 2006                                                                     | 3,991,534                         | $ 3,991                | $1,319,779                     | $(689,642)                              | $ - 0 -        | $ 634,128 
|Stock options exercised                                                                        | 137,500                           | 138                    | 19,425                         |                                         |                | 19,563    
|Shares issued for board service                                                                | 15,000                            | 15                     | 23,048                         |                                         |                | 23,063    
|Shares issued to employees as compensation                                                     | 12,200                            | 12                     | 20,258                         |                                         |                | 20,270    
|2007 Net income                                                                                | _____                             | ______                 | ______                         | 717,949                                 | ______         | 717,949   
|BALANCE, DECEMBER 31, 2007                                                                     | 4,156,234                         | 4,156                  | 1,382,510                      | 28,307                                  | - 0 -          | 1,414,973 
|Shares issued for consultant services                                                          | 6,000                             | 6                      | 15,744                         |                                         |                | 15,750    
|Dividend paid April 10, 2008 at $0.05 per share                                                |                                   |                        |                                | (207,812)                               |                | (207,812) 
|Treasury, stock repurchased in November and
			 December 2008 at approximately $1.40 per share |                                   |                        |                                |                                         | (45,747)       | (45,747)  
|2008 Net income                                                                                | _______                           | _______                | _______                        | 1,177,628                               | _______        | 1,177,628 
|BALANCE, DECEMBER 31, 2008                                                                     | 4,162,234                         | $4,162                 | $1,398,254                     | $ 998,123                               | $(45,747)      | $2,354,792

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

TABLE TRAC, INC.
		STATEMENTS OF CASH FLOWS

|                                                                                        | Year Ended December 31,
			 2008 | Year Ended December 31,
			 2007
|--------------------------------------------------------------------------------------- | -------------------------------- | --------------------------------
|Cash flows from operating activities:                                                   |                                  |                                 
|Net income                                                                              | $1,177,628                       | $ 717,949                       
|Adjustments to reconcile net income to cash flows
			 provided by operating activities: |                                  |                                 
|Depreciation and amortization                                                           | 8,564                            | 1,089                           
|Deferred income taxes                                                                   | 334,000                          | 470,000                         
|Non-cash stock compensation expense                                                     | 15,750                           | 43,333                          
|Changes in operating assets and liabilities:                                            |                                  |                                 
|(Increase) in accounts receivable                                                       | (900,574)                        | (951,954)                       
|(Increase) in income taxes receivable                                                   | (45,000)                         | - 0 -                           
|(Increase) in inventory                                                                 | (86,039)                         | (66,086 )                       
|Decrease in prepaid expenses                                                            | 3,900                            | 4,267                           
|Increase in accounts payable                                                            | 160,048                          | 51,900                          
|Increase in accrued payroll and related                                                 | 3,201                            | 18,165                          
|(Increase) decrease in deferred revenue                                                 | 219,944                          | (5,442)                         
|                                                                                        |                                  |                                 
|Net cash flows provided by operating activities                                         | 891,422                          | 283,221                         
|                                                                                        |                                  |                                 
|Cash flows from investing activities                                                    |                                  |                                 
|Purchases of property and equipment                                                     | (35,065)                         | - 0 -                           
|                                                                                        |                                  |                                 
|Cash flows from financing activities:                                                   |                                  |                                 
|Proceeds from stock options exercised                                                   | - 0 -                            | 19,563                          
|Repurchase of Company stock                                                             | (45,747)                         | - 0 -                           
|Dividend paid                                                                           | (207,812)                        | - 0 -                           
|Net cash flows provided by (used in) financing
			 activities                           | (253,559)                        | 19,563                          
|                                                                                        |                                  |                                 
|Net increase in cash                                                                    | 602,798                          | 302,784                         
|                                                                                        |                                  |                                 
|Cash - beginning of year                                                                | 610,155                          | 307,371                         
|                                                                                        |                                  |                                 
|Cash - end of year                                                                      | $ 1,212,953                      | $ 610,155                       

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

Notes to Financial Statements

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Company

Table Trac, Inc. (the Company) was formed under the laws of
		the State of Nevada in June 1995. The Corporation has its offices in
		Minnetonka, Minnesota. The Company has developed and sells an information and
		management system that automates various aspects of the operations of casino
		table games, Table Trac.

Table Trac provides system sales and technical support to
		casinos. System sales include installation, custom casino system configuration,
		and training. In addition, license and technical support are provided under an
		annual license and service contract.

Revenue Recognition

The Company derives revenues from the sales of systems,
		licenses and maintenance fees and services.

System sales: Revenue from systems that have been
		demonstrated to meet customer specifications during installation is recognized
		when evidence of an arrangement exists, the product has been installed, title
		and risk of loss have transferred to the customer and collection of the
		resulting receivable is reasonably assured.

System sales which are accounted for as multiple-element
		arrangements include multiple products and/or services. For multiple-element
		arrangements, the Company allocates the revenue to each element based on their
		stand-alone fair value (or in the absence of fair value, the residual method)
		and recognizes the associated revenue when all revenue recognition criteria
		have been met for each element.

In 2005, the Company began offering its customers contracts
		with extended payment terms. The Company has established a history of
		successfully collecting these contracts under the original payment terms
		without making concessions. Based on past and current collection history, all
		sales installment contracts are being recognized in revenue following the
		"system sales" policy noted above.

Maintenance revenue: Maintenance revenue are recognized
		ratably over the contract period.

Service revenue: Service revenue is recognized after the
		services are performed and collection of the resulting receivable is reasonably
		assured.

Estimates

The preparation of financial statements in conformity with
		accounting principles generally accepted in the United States of America
		requires management to make estimates and assumptions that affect the reported
		amounts of assets and liabilities and disclosure of contingent assets and
		liabilities at the date of the financial statements and the reported amounts of
		revenues and expenses during the reporting period. Actual results could differ
		from those estimates.

Concentrations of Risk

> Cash Deposits in Excess of Federally Insured Limits

The Company maintains its cash balances at two financial
		institutions. Accounts are insured by the Federal Deposit Insurance Corporation
		up to $250,000. The Company had approximately $640,000 of uninsured cash
		balances at December 31, 2008.

Major Customers

> The following summarizes certain significant customer
> 		  information:

> 2008
> 				% of sales
> 				% or ARCustomer D
> 				29.3
> 				19.6Customer E
> 				19.2
> 				13.8Customer F
> 				13.8
> 				13.4Customer G
> 				12.0
> 				13.1

> Four customers accounted for approximately 74% of
> 		  revenues in 2008 and for approximately 60% of accounts receivable at December
> 		  31, 2008.

> 2007
> 				% of sales
> 				% or ARCustomer A
> 				26.2
> 				29.8Customer B
> 				21.6
> 				24.2Customer C
> 				17.6
> 				15.8

> Three customers accounted for approximately 66% of the
> 		  Company's revenue in 2006 and approximately 69% of accounts receivable at
> 		  December 31, 2007.

Fair Value of Financial Instruments

The Company's financial instruments consist of cash,
		accounts receivable, accounts payable and accrued expenses. Pursuant to SFAS
		No. 107 "Disclosures About Fair Value of Financial Instruments," the Company is
		required to estimate the fair value of all financial instruments at the balance
		sheet date. The Company considers the carrying values of its financial
		instruments to approximate fair value due to their short-term nature.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company
		considers all highly liquid investments purchased with an original maturity of
		three months or less to be cash equivalents.

Accounts Receivable

Accounts receivable are recorded at the invoiced amount.
		Any accounts receivable amount relating to a sales installment contract greater
		than twelve months beyond the calendar year end is recorded as a long term
		asset and is classified as "accounts receivable, financed contracts - long
		term". Management believes that receivables are fully collectible. While the
		ultimate result may differ, management believes that any write off not allowed
		for will not have a material impact on the Company's financial position.

Inventory

Inventory comprised of finished goods and work in process
		is stated at the lower of cost or market. The first-in, first-out cost method
		is used to value inventory. Imventory is reviewed annually for the lower of
		cost or market and obsolescence. Any material cost found to be above market
		value or considered obsolete is written down accordingly.

Property and Equipment

Property and equipment are stated at cost and are
		depreciated using the straight-line method over the estimated useful lives of
		the assets which range from two to five years. Repair and maintenance costs are
		expensed as incurred; major renewals and improvements are capitalized. As items
		of property or equipment are sold or retired, the related cost and accumulated
		depreciation are removed from the accounts and any gain or loss is included in
		operating income.

Intangible Asset

In March 1999, the Company received patent number 5,957,776
		relating to its table game control system. Expenses incurred in obtaining this
		patent are carried at cost and are being amortized over seventeen years using
		the straight-line method.

Long-lived Assets

The Company periodically assesses the recoverability of
		long-lived assets and certain identifiable intangible assets by reviewing for
		impairment whenever events or changes in circumstances indicate that the
		carrying amount of an asset may not be recoverable. Recoverability of assets to
		be held and used is measured by a comparison of the carrying amount of an asset
		to future undiscounted net cash flows expected to be generated by the asset. If
		such assets are considered to be impaired, the impairment to be recognized is
		measured by the amount by which the carrying amount of the assets exceeds the
		fair value of the assets. Assets to be disposed of are reported at the lower of
		the carrying amount or fair value less costs to sell.

Income Taxes

The Company accounts for income taxes in accordance with
		Statement of Financial Accounting Standards No. 109, "Accounting for Income
		Taxes" which requires the use of the "liability method" of accounting for
		income taxes. Accordingly, deferred tax liabilities and assets are determined
		based on the differences between the financial statement and tax bases of
		assets and liabilities, using enacted tax rates in effect for the year in which
		the differences are expected to reverse.

On January 1, 2007, the Company adopted the provisions of
		FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes ("FIN
		48"), which is an interpretation of SFAS 109. FIN 48 clarifies the accounting
		for uncertainty in income taxes recognized in an entity's financial statements
		in accordance with SFAS 109 and prescribes a recognition threshold and
		measurement attribute for the financial statement recognition and measurement
		of a tax position taken or expected to be taken in an income tax return. FIN 48
		also provides guidance on derecognition, classification, interest and
		penalties, accounting in interim periods, disclosure and transition. The
		initial application of FIN 48 to the Company's tax position had no effect on
		the results of operations or stockholders' equity.

Stock-based Compensation

The Company accounts for stock-based compensation in
		accordance with FASB Statement No. 123(R) "Share-Based Payment" (SFAS 123(R)),
		which requires an entity to reflect on its income statement, instead of pro
		forma disclosures in its financial footnotes, the cost of employee services
		received in exchange for an award of equity instruments based on the grant-date
		fair market value of the award.

Segment Reporting

The Company operates as one reporting segment.

Comprehensive Income (Loss)

Comprehensive income (loss) includes net income (loss) and
		items defined as other comprehensive income (loss). Items defined as other
		comprehensive income (loss) include such items as foreign currency translation
		adjustments and unrealized gains (losses) on certain marketable securities. For
		the year ended December 31, 2008 and 2007, the Company had no items defined as
		other comprehensive income (loss).

Basic and Diluted Earnings Per Share

Basic earnings per share is computed by dividing net income
		by the weighted average shares outstanding during the reporting period. Diluted
		earnings per share is computed similar to basic earnings per share except that
		the weighted average shares outstanding are increased to include additional
		shares from the assumed exercise of stock options or warrants, if dilutive. The
		number of additional shares is calculated by assuming that outstanding stock
		options or warrants were exercised and that the proceeds from the exercise were
		used to acquire shares of common stock at the average market price during the
		reporting period.



Recent Accounting Pronouncements

In December 2007, the FASB issued Statement No. 141R,
		"Business Combinations" which establishes principles for how an acquirer
		recognizes and measures in its financial statements the identifiable assets
		acquired and liabilities assumed in a business combination, the goodwill
		acquired in a business combination, and determines what information to disclose
		to enable users of the financial statements to evaluate the nature and
		financial effects of a business combination. We are required to apply this
		standard prospectively to business combinations for which the acquisition date
		is on or after January 1, 2009. Earlier application is not permitted.

In February 2008, the FASB issued FASB Staff Position No.
		157-2 ("FSP 157-2"), which delayed the effective date by which companies must
		adopt certain provisions of SFAS No. 157, Fair Value Measurements ("SFAS 157").
		FSP 157-2 defers the effective date of SFAS 157 for all nonfinancial assets and
		nonfinancial liabilities, except for items that are recognized or disclosed at
		fair value in the financial statements on a recurring basis, to fiscal years
		beginning after November 15, 2008, and interim periods within those fiscal
		years. The adoption of this standard is not anticipated to have a material
		impact on the Company's financial position, results of operations, or cash
		flows.

NOTE 2. INVENTORY

Company inventories consisted of the following at:

|                | December 31, 2008 | December 31, 2007
|--------------- | ----------------- | -----------------
|Work in Process | $8,850            | $24,754          
|Finished Goods  | 239,748           | 137,805          
|Totals          | $248,598          | $162,559         



NOTE 3. PROPERTY AND EQUIPMENT

Property and equipment consists of the following at
		December 31:.

|                               | 2008     | 2007    
|------------------------------ | -------- | --------
|Office equipment               | $ 22,794 | $22,974 
|Vehicles                       | 35,065   | - 0 -   
|                               | 57,859   | 22,974  
|Less: accumulated depreciation | (29,994) | (22,974)
|Property and equipment, net    | $27,865  | $ - 0 - 

Depreciation expense totaled $7,020 and $0 for the years
		ended December 31, 2008 and 2007, respectively.

NOTE 4. OPERATING LEASE

The Company leases its office facilities under a lease
		agreement which expires May 2011. Future minimum lease payments are as follows:

2009- - - - $41,430 2010- - - - $45,360 2011- - - -
		$19,400

Rent expense was $33,500 and $18,820 in 2008 and 2007,
		respectively.

NOTE 5. STOCKHOLDERS' EQUITY

From November through December 2008, the Company
		re-purchased 32,200 shares of its stock for at total purchase cost of $45,747.
		The Company is currently holding the shares in treasury and has no disposition
		plans at December 31,2008.

In May 2008, the Company issued 6,000 common restricted
		shares for consultant services with a fair value of $15,750.

Stock Options

In October 2001, the Company implemented an Employee Stock
		Incentive Plan. This plan provides for the issuance of options to employees to
		purchase shares of the Company's common stock at an exercise price at least
		equal to the fair value of the Company's common stock at the grant date. These
		options are exercisable for a period of seven years from the date of grant. The
		Company has reserved 1,000,000 shares of its common stock for potential
		issuance under this plan. As of December 31, 2008, 370,000 stock options were
		available for grants.

SFAS 123(R) requires companies to estimate the fair value
		of share-based payment awards on the date of grant using an option-pricing
		model. The value of the portion of the award that is ultimately expected to
		vest is recognized as expense over the requisite service periods in the
		Company's Statements of Income. The Company recorded $0 of related compensation
		expense for the years ended December 31, 2008 and 2007 as no options were
		granted during these years and all previously issued options were fully vested
		prior to January 1, 2007.

The Company uses the Black-Scholes-Merton ("Black Scholes")
		option-pricing model as the method for determining the estimated fair market
		value for employee stock awards. Compensation expense for employee stock awards
		is recognized on a straight-line basis over the vesting period of the award.

The following is a summary of all activity involving
		options for the years ended December 31:

|                           |                                     | Weighted Average Exercise Price | Weighted Average Remaining Term | Aggregate Intrinsic Value
|-------------------------- | ----------------------------------- | ------------------------------- | ------------------------------- | -------------------------
|                           | Outstanding and Exercisable Options |                                 |                                 |                          
|                           |                                     |                                 |                                 |                          
|Balance, December 31, 2006 | 475,000                             | $ 0.13                          |                                 |                          
|                           |                                     |                                 |                                 |                          
|Granted                    | - 0 -                               |                                 |                                 |                          
|Exercised                  | 137,500                             | $0.14                           |                                 |                          
|Cancelled                  | - 0 -                               |                                 |                                 |                          
|                           |                                     |                                 |                                 |                          
|Balance, December 31, 2007 | 337,500                             | $ 0.13                          | 3.0                             |                          
|                           |                                     |                                 |                                 |                          
|Granted                    | - 0 -                               |                                 |                                 |                          
|Exercised                  | - 0 -                               |                                 |                                 |                          
|Cancelled                  | - 0 -                               |                                 |                                 |                          
|                           |                                     |                                 |                                 |                          
|Balance, December 31, 2008 | 337,500                             | $ 0.13                          | 2.0                             | $464,063                 

The aggregate intrinsic value in the table represents the
		difference between the closing stock price on December 31, 2008 and the
		exercise price, multiplied by the number of in-the-money options that would
		have been received by the option holders had all option holders exercised their
		options on December 31, 2008.

NOTE 6. SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for interest was $0 for the years ended December
		31, 2008 and 2007. Cash paid for income taxes totaled $460,000 and $0 for the
		years ended December 31, 2008 and 2007, respectively.

NOTE 7. INCOME TAXES

The income tax provision consists of the following for the
		years ended December 31:

|                         | 2008      | 2007     
|------------------------ | --------- | ---------
|Current tax expense      | $ 415,000 | $- 0 -   
|Deferred tax expense     | 334,000   | 470,000  
|Total income tax expense | $749,000  | $ 470,000

The reconciliation between expected federal income tax
		rates is as follows:

|                                             | 2008     | 2007   
|-------------------------------------------- | -------- | -------
|                                             | Amount   | Percent
|Expected federal tax $                       | $627,000 | 34.0%  
|State income tax, net of federal tax benefit | 56,000   | 2.9%   
|Other(1)                                     | 66,000   | 3.4%   
|Total                                        | $749,000 | 40.3%  

(1) Other primarily includes an adjustment required for a
		change in estimate related to state apportionment calculations.

The following table summarizes the Company's deferred tax
		assets and liabilities at December 31, 2008 and 2007:

|                                          | 2008       | 2007       
|----------------------------------------- | ---------- | -----------
|Current deferred tax asset (liabilities): |            |            
|Deferred revenue                          | $144,000   | $ 67,000   
|Accounts payable and accrued expenses     | 98,000     | 38,000     
|Accounts receivable                       | (766,000)  | (458,000)  
|Inventory                                 | (92,000)   | (64,000)   
|Prepaid expenses                          | (3,000)    | (4,000)    
|Net current deferred tax liability        | $(619,000) | $ (421,000)
|Long-term deferred tax asset:             |            |            
|Net operating loss carryforwards          | - 0 -      | $ 136,000  
|Net deferred tax asset (liability)        | $(619,000) | $(285,000) 

NOTE 8. GEOGRAPHIC CONCENTRATIONS

The Company sells its technologies and services to casinos
		in the United States, and countries in both Central and South America. For 2008
		and 2007, 64% and 78% of the Company's revenues were from the United States,
		27% and 22% from Central America, and 9% and 0% from South America,
		respectively.

Item 9. Changes in and Disagreements With
		Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

The Company maintains disclosure controls and procedures designed to
		provide reasonable assurance that information required to be disclosed in its
		reports filed pursuant to the Securities Exchange Act of 1934, as amended (the
		"Exchange Act"), are recorded, processed, summarized and reported within the
		time periods specified in the Securities and Exchange Commission's rules and
		forms, and that such information is accumulated and communicated to management,
		including our Chief Executive Officer / Chief Financial Officer as appropriate,
		to allow timely decisions regarding required disclosure. A control system, no
		matter how well conceived and operated, can provide only reasonable, not
		absolute, assurance the objectives of the control system are met.

As of December 31, 2008, our management, with the participation of our
		Chief Executive Officer / Chief Financial Officer, carried out an evaluation of
		the effectiveness of our disclosure controls and procedures as such term is
		defined in Rule 13a-15(e) under the Exchange Act. Based on this evaluation, the
		Chief Executive Officer / Chief Financial Officer concluded that the Company's
		disclosure controls and procedures were not effective as of December 31, 2008,
		because of the identification of the material weaknesses in internal control
		over financial reporting described below. Notwithstanding the material
		weaknesses that existed as of December 31, 2008, our Chief Executive Officer /
		Chief Financial Officer has concluded that the financial statements included in
		this Annual Report on Form 10-K present fairly, in all material respects, the
		financial position, results of operations and cash flows of the Company in
		conformity with accounting principles generally accepted in the United States
		of America ("GAAP").

Report of Management on Internal Control over Financial Reporting

The Company's management is responsible for establishing and maintaining
		adequate internal control over financial reporting for the Company. Internal
		control over financial reporting is a set of processes designed by, or under
		the supervision of, the Company's CEO / CFO, to provide reasonable assurance
		regarding the reliability of financial reporting and the preparation of
		financial statements for external purposes in accordance with GAAP and includes
		those policies and procedures that:

> Pertain to the maintenance of records that in reasonable detail
> 		  accurately and fairly reflect our transactions and dispositions of our
> 		  assets;

> Provide reasonable assurance our transactions are recorded as
> 		  necessary to permit preparation of our financial statements in accordance with
> 		  GAAP, and that receipts and expenditures are being made only in accordance with
> 		  authorizations of our management and directors; and

> Provide reasonable assurance regarding prevention or timely detection
> 		  of unauthorized acquisition, use or disposition of our assets that could have a
> 		  material effect on the financial statement.

Because of its inherent limitations, internal control over financial
		reporting may not prevent or detect misstatements. It should be noted that any
		system of internal control, however well designed and operated, can provide
		only reasonable, and not absolute, assurance that the objectives of the system
		will be met. Also, projections of any evaluation of effectiveness to future
		periods are subject to the risk that controls may become inadequate because of
		changes in conditions, or that the degree of compliance with the policies or
		procedures may deteriorate.

Under the supervision and with the participation of the Company's
		management, including the Company's CEO / CFO, the Company conducted an
		assessment of the effectiveness of its internal control over financial
		reporting based on criteria established in "Internal Control-Integrated
		Framework" issued by the Committee of Sponsoring Organizations of the Treadway
		Commission (COSO), as of December 31, 2008.

A material weakness is a control deficiency, or combination of control
		deficiencies, that results in more than a remote likelihood that a material
		misstatement of annual or interim financial statements will not be prevented or
		detected. In connection with the assessment described above, management
		identified the following control deficiencies that represent material
		weaknesses at December 31, 2008:

> Management's internal control system is dependent entirely on the
> 		  founder and a few key employees. As such it had the inherent flaws of lack of
> 		  segregation of duties and being subject to time constraints of an ever
> 		  expanding set of demands that are part of growing a business. Consequently,
> 		  management did not maintain effective control relating to individual monthly
> 		  closings and monthly financial reporting process in adequately preparing
> 		  account reconciliations and properly evidencing journal entries. The Company
> 		  only closes and reports quarterly. In 2008, the Company added a full-time
> 		bookkeeper to assist in some of the daily accounting tasks. However, the
> 		majority of the preparation of the financial statements was carried out by the
> 		Company's CEO/CFO. The CEO/CFO prepared routine and non-routine journal
> 		entries, processed certain transactions, prepared certain account
> 		reconciliations, and prepared interim and annual financial statements
> 		(including report combinations and footnote disclosures) in accordance with
> 		generally accepted accounting principles without review and approval by someone
> 		with financial expertise for overseeing such duties. Additionally, the Company
> 		had insufficient personnel resources and technical accounting and reporting
> 		expertise within the Company's financial closing and reporting functions.
> 		The Company does not currently have an audit committee with a
> 		  financial expert that is actively involved with the financial reporting
> 		  process; therefore, the Company lacks the board oversight role within the
> 		  financial reporting process.

As a result of these material weaknesses described above, management has
		concluded that, as of December 31, 2008, the Company's internal control over
		financial reporting was not effective based on the criteria in "Internal
		Control-Integrated Framework" issued by COSO. This annual filing does not
		include an attestation report of the Company's registered public accounting
		firm regarding internal control over financial reporting. Management's report
		was not subject to attestation by the Company's registered public accounting
		firm pursuant to temporary rules of the Securities and Exchange Commission that
		permit the Company to provide only management's report in this annual filing.

In 2009 the Company has acquired new computer systems software to
		improve and automate its materials handling, tracking and inventory functions.
		The Company continues to seek and implement automation solutions to enhance its
		capacity to grow while accounting and reporting with timeliness and
		accuracy.

During the fiscal quarter ended December 31, 2008, there was no change
		in our internal control over financial reporting (as defined in Rule 13a-15(f)
		under the Exchange Act) that has materially affected, or is reasonably likely
		to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers and
		Corporate Governance.

The executive officers and directors of the Company, with a brief
		description, are as follows:

|Name               | Age | Position                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Independent Director
|------------------ | --- | ---------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------
|Chad B. Hoehne     | 46  | Chairman, CEO, CFO, Director | Mr. Hoehne is the Chairman, President and founder of the Company.
			 He has a BS degree in Business Administration from Mankato State University.
			 Mr. Hoehne was employed by Micro Control Company from 1985 to 1993.                                                                                                                                                                                                                                                                                                                                                                                                            | NO                  
|Robert R Siqveland | 64  | Secretary, Director          | Mr. Siqveland is the Director of Marketing and the Corporate
			 Secretary. He was an investment advisor and venture capitalist for twenty-five
			 years. Mr. Siqveland has worked with Table Trac in various capacities for the
			 past seven years.                                                                                                                                                                                                                                                                                                                                                                               | NO                  
|Thomas J.Oliveri   | 46  | Director                     | Mr. Tom Oliveri is President of Clear Skies Solar, Inc. CSKH and
			 former Chief Operating Officer of Global Payment Technologies, Inc. (GPT). Mr.
			 Oliveri joined the company's board in 2005. Mr. Oliveri possesses over
			 twenty-two years of diverse manufacturing experience, including fifteen years
			 in senior management positions encompassing a variety of manufacturing venues
			 from military electronics and aviation to medical devices. Mr. Oliveri holds a
			 Bachelor of Science degree from the State University at Oswego and a Master of
			 Science degree from the State University at Stony Brook. | YES                 

The directors of the Company are elected annually by the stockholders
		for a term of one year or until their successors are elected and qualified.

Item 11. - EXECUTIVE COMPENSATION.

During the years ended December 31, 2008 and 2007, certain officers were
		compensated for their role as executive officers.

In 2008 and since 2002, Mr. Hoehne has fulfilled the duties of chief
		executive officer, chief financial officer, corporate administrator, performing
		the corporate accounting and finance activities, chairman and president in
		addition to programming and technology development. For fulfilling these
		responsibilities the total executive compensation was $333,000 which includes
		board member compensation, for the year ended December 31, 2008 and $299,755
		for the year ended December 31, 2007.

In 2008 and since 2002, Mr. Siqveland has fulfilled the duties of
		corporate secretary, customer services, installation training and corporate
		development, as well as National Sales Manager. For fulfilling these
		responsibilities, the total executive compensation for the year ended December
		31, 2008 was $86,820 which includes health plan coverage and was $76,010 salary
		and 5,000 shares stock for board member compensation valued at $7,688 for the
		year ended December 31, 2007.

As of the date of this Annual Report, Table Trac Inc. does not offer its
		executive employees any pension, annuity, insurance, profit sharing or similar
		benefit plans other than our Stock Incentive Plan. Executive compensation is
		subject to change concurrent with our requirements. We do not have employment
		agreements with any of our officers but we may enter into such agreements with
		our senior executive officers in the future. We do not currently have a
		compensation committee. Decisions as to compensation are made from time-to-time
		by our Board of Directors with no established policies or formulas.

We have no long-term incentive plans in place; therefore, there were no
		awards made under any long-term incentive plan to any of the above executive
		officers during fiscal year ended December 31, 2008.

Stock Options and Grants in 2008

The Company did not grant any stock options in 2008 or 2007.

Outstanding Options Table

|Name                              | Employee Stock Options Exercisable | Employee Stock Options Unexercisable | Option Exercise Price | Option Expiration Date
|--------------------------------- | ---------------------------------- | ------------------------------------ | --------------------- | ----------------------
|Chad and Sally Hoehne             | 157,500                            | - 0 -                                | $0.125                | 12/31/2010            
|Robert Siqveland, Director        | 80,000                             | - 0 -                                | $0.125                | 12/31/2010            
|Directors and Officers as a group | 237,500                            |                                      |                       |                       

Item 12. Security Ownership of Certain Beneficial
		Owners and Management.

As of December 31, 2008, there are 4,162,234 shares of the Company's
		common shares outstanding. The following table sets forth the information as of
		December 31, 2008 as to the ownership of each person who, as of this date, owns
		of record, or is known by the Company to own beneficially, more than five
		percent of the Company's common stock, and in addition, by each director and
		executive officer of the Company, and by all directors and executive officers
		as a group.

|Name                              | Shares of Common Stock | Percent of Ownership
|--------------------------------- | ---------------------- | --------------------
|Chad Hoehne, CEO and Director     | 1,138,600              | 27.39%              
|Robert Siqveland, Director        | 170,500                | 4.11%               
|Thomas Oliveri, Director          | 20,000                 | 0.48%               
|Directors and Officers as a group | 1,329,100              | 31.98%              
|                                  |                        |                     
|Unrelated Parties                 |                        |                     
|Doucet capital, LLC               | 217,000                | 5.22%               

Item 13. - CERTAIN RELATIONSHIPS AND RELATED
		TRANSACTIONS.

None

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND
		SERVICES

Our independent auditor, Carver Moquist & O'Connor, LLC (CMO),
		billed an aggregate of $45,996 in 2008 and $33,286 in 2007 for audit services,
		including the quarterly review of the Company's Form 10-Q during 2008 and Form
		10-QSB during 2007. The Company also paid CMO $3,652 and $2,365 for tax
		preparation services in 2008 and 2007 respectively.

The Company does not have an audit committee and as a result our board
		of directors perform the duties of an audit committee. Our board of directors
		evaluates the scope and cost of the engagement of an auditor before the auditor
		renders audit and non-audit services. As a result, we do not rely on
		established pre-approval policies and procedures.

PART IV

Item 15. - EXHIBITS, FINANCIAL STATEMENT SCHEDULES
		AND REPORTS ON FORM 8-K.

(a) Included herein at part II, Item 8 are the Financial Statements and
		the Report of the Independent Registered Public Accounting Firm.

(b) The Company had no events to report on Form 8-K in 2008.

(c) There are no exhibits.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
		Exchange Act of 1934, the registrant has duly caused this report to be signed
		on its behalf by the undersigned, thereunto duly authorized.

Dated: March 19, 2009

TABLE TRAC, INC.

Table Trac, Inc. ______/s/_Chad B.
		Hoehne_______________ Chad B. Hoehne, Chief Executive Officer / Chief
		Financial Officer

|CERTIFICATION I, Chad B.
			 Hoehne, Chief Executive Officer / Chief Financial Officer of Table Trac, Inc.
			 (the "Registrant"), certify that:
			 1. I have reviewed this annual report
				on Form 10-K for the year ended December 31, 2008 of Table Trac, Inc.;
			 2. Based on my knowledge, this report
				does not contain any untrue statement of a material fact or omit to state a
				material fact necessary to make the statements made, in light of the
				circumstances under which such statements were made, not misleading with
				respect to the period covered by this report;
			 3. Based on my knowledge, the
				financial statements, and other financial information included in this report,
				fairly present in all material respects the financial condition, results of
				operations and cash flows of the Registrant as of, and for, the periods
				presented in this report;
			 4. I am responsible for establishing
				and maintaining disclosure controls and procedures (as defined in Exchange Act
				Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
				(as defined in Exchange Act Rules 13a - 15(f) and 15d-15(f)) for the Registrant
				and have:
			 a) Designed such disclosure
				  controls and procedures, to ensure that material information relating to the
				  Registrant, is made known to me 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 principals;
				c) Evaluated the effectiveness of
				  the Registrant's disclosure controls and procedures and presented in this
				  annual 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 Registrant's internal control over financial reporting that
				  occurred during the Registrant's most recent fiscal quarter (the Registrant's
				  fourth fiscal quarter in the case of an annual report) that has materially
				  affected, or is reasonably likely to materially affect, the Registrant's
				  internal control over financial reporting; and
			 5. I have disclosed, based on our
				most recent evaluation of internal control over financial reporting, to the
				Registrant's auditors of the Registrant's board of directors (or persons
				performing the equivalent functions):
			 a) All significant deficiencies and
				  material weaknesses in the design or operation of internal control over
				  financial reporting which are reasonably likely to adversely affect the
				  Registrant's ability to record, process, summarize and report financial
				  information; and
				b) Any fraud, whether or not
				  material, that involves management or other employees who have a significant
				  role in the Registrant's internal control over financial reporting.
			 Date: March 19, 2009
			 Table Trac, Inc. ______/s/_Chad B.
				Hoehne_______________ Chad B. Hoehne, Chief Executive Officer / Chief
				Finanial Officer
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|TABLE TRAC, INC. CERTIFICATION OF
				CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF
				THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. 1350)
			 The undersigned, Chad B. Hoehne, the
				Chairman and President of Table Trac, Inc. (the "Company") has executed this
				Certification in connection with the filing with the Securities and Exchange
				Commission of the Company's amended Annual Report on Form 10-K for the year
				ended December 31, 2008 (the "Report"). The undersigned hereby certifies that:
				· the Report fully complies with the requirements of Section 13(a) or
				15(d)of the Securities Exchange Act of 1934; and · the information
				contained in the Report fairly presents, in all material respects, the
				financial condition and results of operations of the Company. IN WITNESS
				WHEREOF, the undersigned has executed this Certification as of the 19th day of
				March 2009.
			 Table Trac, Inc. ______/s/_Chad B.
				Hoehne_______________ Chad B. Hoehne, Chief Executive Officer/ Chief
				Financial Officer
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

TABLE TRAC,
		INC. # # #