SECURITIES AND EXCHANGE
		COMMISSION Washington D.C. 20549

FORM 10-KSB

Annual Report Pursuant to Section 13 or 15(d)  of the
		Securities Exchange Act of 1934

For the fiscal year ended December 31, 2004
		Commission File No. 0-28383

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

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

15612 Highway 7, Suite 250 Minnetonka, Minnesota
		--------------------------55345 (Address of principal executive office)
		------------(Zip Code)

Registrant's telephone number: (952) 548-8877

Securities registered pursuant to Section 12(b) of the
		Act: 3,831,534 Shares Of Common Stock

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

Common Stock, (no par value) (Title of Class)

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.

YesX NO___

The aggregate market value of the voting stock held by non-affiliates of
		the Registrant on December 31, 2004, based on the average bid ($0.60) and asked
		prices ($0.70) of Common Stock in the over-the-counter market on that date was
		$2,490,050

3,831,534 shares of Registrant's Common Stock, no par value were
		outstanding on December 31, 2004, prior to the effectiveness of the latest
		practicable date.

DOCUMENTS INCORPORATED BY REFERENCE None.

CONTENTS

PART I

Item 1 BUSINESS

Item 2. PROPERTY

Item 3. LEGAL PROCEEDINGS

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

PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
		MATTERS

Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
		RESULTS OF OPERATIONS

Item 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Item 8. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Item 8A. CONTROLS AND PROCEDURES

PART III

Item 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Item 10. EXECUTIVE COMPENSATION

Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

PART IV

Item 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

FORWARD LOOKING STATEMENTS

In this annual report references to "the Company" "we," "us," and "our"
		refer to Table Trac, Inc.

This annual report contains certain forward-looking statements and for
		this purpose any statements contained in this annual report that are not
		statements of historical fact may be deemed to be forward-looking statements.
		Without limiting the foregoing, words such as "may," "expect," "believe,"
		"anticipate," "estimate" or "continue" or comparable terminology are intended
		to identify forward-looking statements. These statements by their nature
		involve substantial risks and uncertainties, and actual results may differ
		materially depending on a variety of factors, many of which are not within the
		Company's control. These factors include but are not limited to economic
		conditions generally and in the markets in which the Company may
		participate;competition within the Company's chosen industry, including
		competition from much larger competitors; technological advances and failure by
		the Company to successfully develop business relationships.

PART I

Item 1. - BUSINESS

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 commenced the commercialization of a
		proprietary information and management system (Table Trac(tm)) that automates
		and monitors the operations of casino table games. The general intent of Table
		Trac is a system to acquire, evaluate, and provide immediate access to a new
		level of detailed Table Games Management and Player Tracking information.

The Company has also developed related systems for casino management,
		including promotions administration and delivery systems, self service customer
		kiosks, marketing analysis, and vault operations module for chip banks, all of
		which are in use at its customer's facilities.

Table Trac sells systems on high end multi-processor Linux based
		servers, serving PC based graphical user interfaces, ODBC database access for
		desktop applications, and a SQL database server for complex marketing analysis.

The heart of the system is the patented (U.S. patent # 5,957,776) table
		top hardware design which gathers table drop, inventories, dealer, floor
		manager, player, security and drop box information using an unobtrusive
		dealer-activated keypad, and on-table magnetic card reader. The dealer
		depresses various keys that correspond with the various denominations of bills
		being dropped into the drop box, and swipes his or player's magnetic cards to
		verify and identify individuals involved in transactions. The use and operation
		of Table Trac does not alter either the pace or routine of the game, which is
		important to both management and customers.

Many casinos currently try to monitor these numbers using manager's
		estimates with varying degrees of accuracy. The Table Trac system provides
		upper management, for the first time, with real time win/loss and drop figures,
		and a verifiable check and balance for the count room. The system gives upper
		management access to not only the table numbers by shift, but to data on
		individual dealers and supervisors, which has game security value as well as
		management/employee value.

With over 9 years of on-table experience, Table Trac is a simple,
		reliable solution for casinos looking to improve the accountability of their
		table games operations, and a key means to secure detailed transactional
		records to satisfy casinos regulators and all overseers.

TABLE TRAC INSTALLATIONS

Table Trac currently is installed and has contracts with 8 casinos in
		Minnesota and Wisconsin.

AVAILABILITY OF TABLE TRAC

Table Trac is available for an installation and monthly license fee from
		the Company for casinos with a minimum number of tables. System sales includes
		installation, custom system configuration, and training. License and technical
		support are provided under annual service contract. Custom screens and reports
		will be designed, if requested by the casino, at additional cost.

MANUFACTURING CAPABILITIES

The Company manufactures its own Table Trac units. The Company is aware
		of other local electronic manufacturers offering equivalent manufacturing
		capability whose services the Company could readily hire as needed.

TRADEMARKS AND PATENTS

Table Trac's management has actively pursued trademark and patent
		protection for the Company and its products. In the course of it existence,
		Table Trac has spent in excess of $24,000 to secure those protections.

The Company filed its provisional patent application in August of 1995,
		and filed 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
		of 1996. The Trademark was issued on September 7, 2000, as Trademark number
		2,275,137.

Environmental Compliance

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

Employees

As of December 31, 2004 the Company had three full-time employees.

Competition

The Company is unaware of any other systems that compete directly with
		the table games management and "on table" table player tracking and game
		management that the Table Trac system offers. Others offer substantially the
		same functions for player tracking in various forms, primarily as "off table"
		functions performed at the pit podium. The Company is aware of two companies
		pursuing a technology which automates player ratings completely. If
		successfully completed, the Company does not expect these systems to compete
		with Table Trac's solution in the markets it pursues due to a prohibitive
		product cost that is projected. The Company is aware of other "players club"
		systems that compete. These companies have greater resources than the Company.

RECENT DEVELOPMENTS

Late in the 4th quarter the Company installed the first customer trial
		of its new casino online management system product on a live casino floor. As
		of the date of this report the system has been running with 0 downtime and
		Table Trac and the customer are very pleased with the results of these
		operational tests. The Company anticipates that the customer will approve and
		purchase this system from the Company late 1st quarter or early second quarter
		of 2005. The Company has also received it's second order for the new online
		system to be delivered early April. Revenues from these system sales will
		nearly equal all sales from 2004. Development continues in hardware, firmware
		and software to enhance the product and to provide product functionality for
		departments outside of the table games arena. Self-service kiosks for customer
		promotions and players club services, vault and cage operation additions, and
		enhanced promotional capabilities make Table Trac a significant value when
		compared to other products in the industry.

Item 2. - PROPERTY

Table Trac's operations are headquartered in Minnetonka, Minnesota. The
		Company lease for its facility expires in November 2005 and requires monthly
		payments of $1,200.

Item 3. - LEGAL PROCEEDINGS

None

Item 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

PART II

Item 5. - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
		STOCKHOLDER MATTERS

The Company's common stock has been traded since July 17, 2000 on the
		OTC Bulletin Board, before that time there was no activity.

|Price per Share Calendar Year 2003 | High  | Low  
|---------------------------------- | ----- | -----
|First Quarter                      | $0.45 | $0.10
|Second Quarter                     | $0.55 | $0.30
|Third Quarter                      | $0.33 | $0.16
|Fourth Quarter                     | $0.25 | $0.14



|Price per Share Calendar Year 2004 | High  | Low  
|---------------------------------- | ----- | -----
|First Quarter                      | $0.35 | $0.20
|Second Quarter                     | $0.75 | $0.35
|Third Quarter                      | $0.35 | $0.42
|Fourth Quarter                     | $1.00 | $0.40

There are more than 100 holders of record of the common stock of the
		Company. There have never been any dividends, cash or otherwise, paid on the
		common shares of the Company.

RECENT SALE OF UNREGISTERED SECURITIES

None.

Item 6. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
		AND RESULTS OF OPERATIONS

|Years Ended December 31,Income Statement Data | 2004      | 2003     
|--------------------------------------------- | --------- | ---------
|Net Sales                                     | $ 595,229 | $ 183,921
|Net Income (loss)                             | $ 104,284 | $(96,718)
|Basic earnings (loss) per share               | $ 0.027   | $(0.026) 



|As of December 31, Balance Sheet Data | 2004     | 2003      
|------------------------------------- | -------- | ----------
|Total Assets                          | $ 67,902 | $ 42,961  
|Total Liabilities                     | $ 16,951 | $ 96,294  
|Stockholders' Equity (Deficit)        | $ 50,951 | $ (53,333)

The Company substantially upgraded its existing table games technology
		and players club capabilities to the degree that three of its first customer
		casinos, dating back to 1996, provided a percentage of sales revenues for 2004
		by installing these upgrades. In addition, the Company created sales through
		new products and new technologies, which opened up new customers, new markets,
		and new opportunities. (See RECENT DEVELOPMENTS in PART 1)

Providing expanded services to more casino users results in more
		exposure of the Company's products and the Company continues to hear from new
		casinos that are requesting information and quotes, indicating that the
		increase in sales trend established in the fourth quarter of 2003 may continue
		into 2005. No assurance can be given that this increase in inquiries will
		result in sales.

Results of Operations YEAR ENDED DECEMBER 31, 2004 COMPARED TO YEAR
		ENDED DECEMBER 31, 2003.

Revenues increased in 2004 by 224% over 2003, reaching $595,229 up from
		$183,921

Cost of sales increased in 2004 to $90,776 from $13,524 in 2003. Gross
		margin in 2004 is $504,453 or 85% compared with 93% in 2003.

Operating expenses increased from $266,329 in 2003 to $399,801 in 2004,
		a 50% increase in relationship to a 224% increase in revenues.

As a result the net income for 2004 was $104,284 as compared to a net
		loss for 2003 of ($96,718). This was a net gain of over $200,000 in the
		twelve-month period.

Basic earnings per share in 2004 was $0.027 compared to a basic loss per
		share in 2003 of $0.026.

On December 31, 2004, the total stockholders equity was $50,951. This
		compared to a stockholders deficit for the prior year, of $(53,333).

LIQUIDITY AND CAPITAL RESOURCES

In 2004 the Company continued to maintain a positive cash position
		through system sales, customer deposits and re-occurring license and
		maintenance fee revenues. This is a departure from the Companys development
		stage operations where the Company relied on reserves from financing
		activities.

The Company is not capital intensive. The basic product of the Company
		is its computer software developed by its employees, and manufacturing is done
		after the Company receives an order, so there is little inventory held by the
		Company of its product. After an order is completed, the Company's personnel do
		the installation.

There are no known trends, events or uncertainties that are likely to
		have a material impact on the short or long-term liquidity. The primary source
		of liquidity in both the short term and the long term will be from sales of new
		systems and monthly revenues from existing contracts. Based on sales trends
		management will manage its expediture levels. Management believes that the
		Company has adequate cash to meet its obligations and continue operations for
		both existing customer contracts and ongoing product development.

Item 7. -FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The 2004 and 2003 audited financial statements of the Company are filed
		as part of this Form 10-KSB.

Item 8. - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
		AND FINANCIAL DISCLOSURE.

None.

Item 8A. - CONTROLS AND PROCEDURES

Our Chief Executive Officer has reevaluated the effectiveness of our
		disclosure controls and procedures as of the end of the period covered by this
		report and determined that there continued to be no significant deficiencies in
		these procedures. Also, there were no changes made or corrective actions to be
		taken related to our internal control over financial reporting.

PART III

Item 9. - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

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



|Name               | Age | Position            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------------------ | --- | ------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Chad B. Hoehne     | 42  | Chairman, President | 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.                                                                                                                                                                                                                                                                                                        
|Robert R Siqveland | 60  | Secretary           | 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 six years.                                                                                                                                                                                                                                                                             
|Vic Taucer         | 50  | Director            | Mr. Taucer consults for over 200 gaming casinos, primarily in the
			 area of table games, and has over 26 years of experience in the industry. He
			 recently served as director of casino training for the new Paris resort in Las
			 Vegas. Earlier, Taucer was the casino training director and the casino table
			 pit manager at Caesars Palace, and was a casino floor supervisor at the MGM
			 Grand Casino. He is also a Professor of Casino Management for the University
			 & Community College Systems of Nevada.

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. The
		officers serve at the pleasure of the Board of Directors.

Audit Committee Financial Expert

Due to the Company's size and number of employees, it does not currently
		have a serving audit committee and, accordingly, we do not have an audit
		committee financial expert serving on an audit committee.

Compliance with Section 16(a) of the Exchange Act.

Section 16(a) of the Securities Exchange Act of 1934 requires our
		directors, executive officers and persons who own more than five percent of our
		common stock to file initial reports of ownership and reports of changes in
		ownership of our common stock with the SEC. Officers, directors and ten-percent
		or greater beneficial owners are required by SEC regulations to furnish us with
		copies of all Section 16(a) reports they file. Based upon review of the copies
		of such forms furnished to us during the fiscal year ended December 31, 2004,
		and representations from these reporting persons that no Forms 5 were required.

Code of Ethics

Table Trac has adopted a code of ethics for our principal executive and
		financial officers. The management promotes honest and ethical conduct, full
		and fair disclosure in our reports to the SEC, and compliance with applicable
		governmental laws and regulations.

Item 10. - EXECUTIVE COMPENSATION.

The President's total compensation was $149,485 and $77,000 respectively
		in 2004 and 2003. All officers and employees receive bonuses for successful
		casino system installations.

Item 11. - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
		MANAGEMENT.

There are presently 3,831,534 shares of the Company's common shares
		outstanding. The following table sets forth the information 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 per cent of the Company's common stock, and
		the officers and directors of the Company.

|Name                              | Shares of Common Stock | Percent of Ownership
|--------------------------------- | ---------------------- | --------------------
|Chad and Sally Hoehne (1)         | 1,241,100              | 32%                 
|Robert Siqveland, Director        | 25,000                 | 0.65%               
|Vic Taucer, Director              | 15,000                 | 0.4%                
|Directors and Officers as a group | 1,281,100              | 33%                 

Chad Hoehne holds employee stock options in the amount of 125,000
		shares.Robert Siqveland holds employee stock options of 225,000 shares.

(1) Sally Hoehne is the wife of the President of the Company Chad
		Hoehne.

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. This chart also includes
		individual compensation arrangements. Descriptions of these plans are provided
		below.

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     | 492,500                                                                                             | $0.1298                                                                             | 507,500                                                                                                                                          
|Equity compensation plans not approved by security holders | - 0 -                                                                                               | - 0 -                                                                               | - 0 -                                                                                                                                            

Item 12. - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None

PART IV

Item 13. - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
		FORM 8-K.

(a) Attached are the Financial Statements and the Report of the
		Independent Public Accounting Firm.

(b) The Company reported the engagement of the auditors, Carver, Moquist
		& Associates, LLC on Form 8-K in 2004.

(c) There are no exhibits.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our independent auditor, Carver Moquist & O'Connor, LLC (formerly
		known as Carver Moquist & Associates, LLC), billed an aggregate of $15,500
		for audit services, including the quarterly review of the Company's Form
		10-QSB. No additional fees were paid to Carver Moquist & O'Connor, LLC.

The Company does not have an audit committee and as a result our board
		of directors performs 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.

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, there unto duly authorized.

Dated March 22, 2005

TABLE TRAC, INC.

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

|Certificate pursuant to Section 906
				of the Sarbanes-Oxley Act of 2002 Exhibit 99.1
			 I, Chad B. Hoehne, certify that:
			 1. I have reviewed this annual report
				on Form 10-KSB for the year ended December 31, 2004 of Table Trac, Inc.;
			 2. Based on my knowledge, this annual
				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 annual report;
			 3. Based on my knowledge, the
				financial statements, and other financial information included in this annual
				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 annual report;
			 4. The registrant's other certifying
				officers and I are responsible for establishing and maintaining disclosure
				controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
				for the registrant and have:
			 a) Designed such disclosure
				  controls and procedures to ensure that material information relating to the
				  registrant, including its consolidated subsidiaries, is made known to us by
				  others within those entities, particularly during the period in which this
				  annual report is being prepared;
				b) Evaluated the effectiveness of
				  the registrant's disclosure controls and procedures as of the date within 90
				  days prior to the filing date of this annual report (the "Evaluation Date");
				  and
				c) Presented in this annual report
				  our conclusions about the effectiveness of the disclosure controls and
				  procedures based on our evaluation as of the Evaluation Date;
			 5. The registrant's other certifying
				officers and I have disclosed, based on our most recent evaluation, to the
				registrant's auditors and the audit committee of registrant's board of
				directors (or persons performing the equivalent functions):
			 a) All significant deficiencies in
				  the design or operation of internal controls which could adversely affect the
				  registrant's ability to record, process, summarize and report financial data
				  and have identified for the registrant's auditors any material weaknesses in
				  internal controls; and
				b) Any fraud, whether or not
				  material, that involves management or other employees who have a significant
				  role in the registrant's internal controls; and
			 6. The registrant's other certifying
				officers and I have indicated in this annual report whether there were
				significant changes in internal controls or in other factors that could
				significantly affect internal controls subsequent to the date of our most
				recent evaluation, including any corrective actions with regard to significant
				deficiencies and material weaknesses.
			 Date: March 22, 2004
			 Table Trac, Inc. ______/s/_Chad B.
				Hoehne_______________ Chad B. Hoehne, Chief Executive 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-KSB/A for the year
				ended December 31, 2004 (the "Report"). The undersigned hereby certifies that:
				· the Report fully complies with the requirements of Section 13(a) 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 14th day of March 2004.
			 Table Trac, Inc. ______/s/_Chad B.
				Hoehne_______________ Chad B. Hoehne, Chief Executive
				Officer
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

TABLE TRAC,
		INC.

FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2004 AND 2003



|Report of Independent Public Accounting Firm | Section | 1
|-------------------------------------------- | ------- | -
|Balance Sheets                               | Section | 2
|Statements of Operations                     | Section | 3
|Statements of Stockholders' Equity (Deficit) | Section | 4
|Statements of Cash Flows                     | Section | 5
|Notes to Financial Statements                | Section | 6

Section 1 Independent Auditors'
		Reports

|CARVER MOQUIST & O'CONNOR, LLC (f/k/a
				Carver, Moquist & Associates, LLC) Certified Public Accountants and
				ConsultantsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
			 To the Board of Directors and Stockholders  Table Trac, Inc.
				 Minnetonka, Minnesota
			 We have audited the accompanying balance sheets of Table Trac,
				Inc. as of December 31, 2004 and 2003 and the related statements of operations,
				stockholders' equity (deficit), and cash flows for the years then ended
				December 31, 2004. 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 Company 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. An audit
				includes examining, on a test basis, evidence supporting the amounts and
				disclosures in the financial statements. An audit also includes 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, 2004 and 2003, 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
			 Minneapolis, Minnesota  February 21, 2005
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 2 Financial Statements:
		Balance Sheets

TABLE TRAC, INC.BALANCE SHEETS

|                                                                                                                                        | December 31, 2004 | December 31, 2003
|--------------------------------------------------------------------------------------------------------------------------------------- | ----------------- | -----------------
|ASSETS                                                                                                                                  |                   |                  
|Current assets:                                                                                                                         |                   |                  
|Cash                                                                                                                                    | $19,776           | $ 16,594         
|Accounts receivable, no allowance for doubtful accounts deemed
			 necessary for 2004 and 2003                                          | 26,396            | 5,034            
|Prepaid expenses                                                                                                                        | 2,400             | 2,400            
|Inventory                                                                                                                               | 2,956             | 1,195            
|Total current assets                                                                                                                    | 51,528            | 25,223           
|                                                                                                                                        |                   |                  
|Patent, net of accumulated amortization of $6,823 in
			 2004 and $5,459 in 2003                                                        | 16,374            | 17,738           
|                                                                                                                                        |                   |                  
|Total assets                                                                                                                            | 67,902            | 42,961           
|                                                                                                                                        |                   |                  
|LIABILITIES AND STOCKHOLDERS EQUITY
			 (DEFICIT)                                                                                      |                   |                  
|Current liabilities:                                                                                                                    |                   |                  
|Accounts payable                                                                                                                        | $ 5,874           | $ 3,868          
|Accrued payroll and related                                                                                                             | 11,077            | 3,843            
|Deferred revenue                                                                                                                        | -                 | 88,583           
|Total current liabilities                                                                                                               | 16,951            | 96,294           
|                                                                                                                                        |                   |                  
|Stockholders equity (deficit):                                                                                                         |                   |                  
|Common stock, no par value; 5,000,000 shares
			 authorized: 3,831,534 shares issued and outstanding in 2004 and 2003,
			 respectively | 1,302,302         | 1,302,302        
|Retained deficit                                                                                                                        | (1,251,351)       | (1,355,635)      
|Total stockholders equity (deficit)                                                                                                    | 50,951            | (53,333)         
|                                                                                                                                        |                   |                  
|Total liabilities and stockholders equity
			 (deficit)                                                                                | $ 67,902          | $ 42,961         

Section 3 Financial Statements:
		Statement of Operations

TABLE TRAC,
		INC.STATEMENTS OF OPERATIONS

|                                                     |              |               
|---------------------------------------------------- | ------------ | --------------
|                                                     | Years Ended 
|                                                     | December 31, | December 31,  
|                                                     | 2004         | 2003          
|Net Sales                                            | $ 595,229    | $ 183,921     
|Cost of sales                                        | 90,776       | 13,524        
|Gross profit                                         | 504,453      | 170,397       
|                                                     |              |               
|Selling, general and administrative
			 expenses     | 399,801      | 266,329       
|                                                     |              |               
|Net Income (loss) from operations                    | 104,652      | (95,932)      
|                                                     |              |               
|Other income (expense):                              |              |               
|Interest income                                      | 0            | 191           
|Interest expense                                     | (368)        | (977)         
|Total other income (expense)                         | (368)        | (786)         
|                                                     |              |               
|Net income (loss) before income taxes                | 104,284      | (96,718)      
|Income tax benefit (expense)                         | -            | -             
|Net income (loss) before comprehensive income (loss) | 104,284      | (96,718)      
|Comprehensive income (loss)                          | -            | -             
|Net income (loss)                                    | $ 104,284    | $ (96,718)    
|Basic earnings (loss) per share                      | *$ 0.027*    | *$ (0.026)*   
|Weighted average basic shares outstanding            | *3,831,534*  | *3,654,431*   
|Diluted earnings (loss) per share                    | 0.025        | *$ (0.026)*   
|Weighed average diluted shares                       | 4,202,220    | *3,654,431*(1)

(1) See Section 6 paragraph Basic and
		Diluted Earnings (Loss) Per Share

Section 4 Statement of Stockholders
		Equity (Deficit)

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

|                                                                                         | Preferred Stock Number
			 of Shares | Preferred Stock
			 Amount | Common Stock Number of
			 Shares | Common
			 StockAmount | Retained Deficit | Total   
|---------------------------------------------------------------------------------------- | ------------------------------------ | -------------------------- | --------------------------------- | ---------------------- | ---------------- | --------
|BALANCES, December 31, 2002                                                              | 5,000                                | $3,320                     | 3,619,034                         | $1,278,718             | $(1,258,917)     | $23,121 
|Conversion of preferred stock into common stock                                          | (5,000)                              | (3,320)                    | 62,500                            | 3,320                  | -                | -       
|Common stock issued under Private Placement offering,
			 April 2003, at $0.08 per share |                                      |                            | 150,000                           | 12,000                 | -                | 12,000  
|Issuance of stock options under Employee Stock Option
			 Incentive Plan                 |                                      |                            |                                   | 8,264                  | -                | 8,264   
|2003 Net loss                                                                            |                                      |                            |                                   |                        | (96,718)         | (96,718)
|BALANCES, December 31, 2003                                                              | -0-                                  | -0-                        | 3,831,534                         | 1,302,302              | (1,355,635)      | (53,333)
|2004 Net income                                                                          |                                      |                            |                                   |                        | 104,284          | 104,284 
|BALANCE, DECEMBER 31, 2004                                                               | - 0 -                                | $- 0 -                     | 3,831,534                         | $1,302,302             | $(1,251,351)     | $50,951 

Section 5 Statements of Cash Flows

TABLE TRAC, INC.
		STATEMENTS OF CASH FLOWS Increase (Decrease)
		in Cash

|                                                                                                         | Year Ended December 31,
			 2004 | Year Ended December 31,
			 2003
|-------------------------------------------------------------------------------------------------------- | -------------------------------- | --------------------------------
|Cash flows from operating activities:                                                                    |                                  |                                 
|Net income (loss)                                                                                        | $104,284                         | $(96,718)                       
|Adjustments to reconcile net income (loss) to cash
			 flows provided by (used in) operating activities: |                                  |                                 
|Amortization                                                                                             | 1,365                            | 1,365                           
|FASB 123 Stock Options Non-cash stock compensation
			 expense                                           | -                                | 8,264                           
|Changes in operating assets and
			 liabilities:Accounts receivable                                      | (21,362)                         | 4,932                           
|Prepaid expenses                                                                                         | -                                | (2,400)                         
|Accounts Receivable Shareholder                                                                          | -                                | 1,000                           
|Inventory                                                                                                | (1,761)                          | (521)                           
|Accounts payable                                                                                         | 2,006                            | (1,905)                         
|Accrued payroll and related                                                                              | 7,233                            | (3,782)                         
|Deferred revenue                                                                                         | (88,583)                         | 88,583                          
|Net cash flows provided by (used in) operating
			 activities                                            | 3,182                            | (1,182)                         
|                                                                                                         |                                  |                                 
|Cash flows from investing activities:                                                                    |                                  |                                 
|Purchases of certificates of deposit, net                                                                | 0                                | 5,637                           
|Net cash flows provided by investing activities                                                          | 0                                | 5,637                           
|                                                                                                         |                                  |                                 
|Cash flows from financing activities:                                                                    |                                  |                                 
|Proceeds from convertible note payable                                                                   | 0                                | 12,000                          
|Net cash flows provided by financing activities                                                          | 0                                | 12,000                          
|                                                                                                         |                                  |                                 
|Net increase in cash                                                                                     | 3,182                            | 16,455                          
|                                                                                                         |                                  |                                 
|Cash - beginning of period                                                                               | 16,594                           | $139                            
|                                                                                                         |                                  |                                 
|Cash - end of period                                                                                     | *$ 19,776*                       | *$ 16,594*                      
|                                                                                                         |                                  |                                 

Section 6 Notes to
		Financial Statements

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 is available for an installation and monthly
		license fee from the Company for casinos with a minimum number of tables.
		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. Custom screens and reports can be
		designed, if requested by the casino, at additional cost.

The Company was formed on June 27, 1995, and was in the
		development stage through December 31, 2002. 2003 was the first year during
		which it is considered an operating company.

Revenue Recognition

The Company derives revenues from the sale of systems,
		license and maintenance and services.

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

System sales are accounted for as multiple-element
		arrangements. In transactions that include multiple products and/or services,
		the Company allocates the revenue to each element based on their relative 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.

License and maintenance revenue: Software and 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 probable.

Research and Development

Research and development costs are charged to expense as
		incurred.

Furniture and Equipment

Furniture and equipment are recorded at cost. Depreciation
		is calculated using the straight-line method over the estimated useful lives of
		two to five years. Expenditures for maintenance and repairs are charged to
		operations when incurred. Deduction is made for retirements resulting from
		renewals or betterments. Furniture and fixtures were fully depreciated as of
		December 31, 2001.

Intangible Asset

In March 1999, the Company received patent number 5,957,776
		relating to its table game control system. Management feels strongly that the
		extent of the patent will enable the Company to adequately protect its
		technology. Expenses incurred in obtaining this patent are carried at cost and
		are being amortized over seventeen years using the straight-line method.

Stock-Based Consideration

The Company has applied the fair value-based method of
		accounting for employee and nonemployee stock-based consideration and/or
		compensation in accordance with FASB Statement 123 (based on quoted market
		prices at the date of grant and/or as earned).

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.

The Company's net operating loss carry forwards are fully
		allowed for December 31, 2004 and 2003. See Note 5.

Prior to 1999 the Company was treated as a Subchapter S
		corporation whereby revenues and expenses flow through to stockholders for
		inclusion on their individual returns. Accordingly, no income tax provision was
		provided in the Company's financial statements through December 31, 1999.

Concentrations, Risks and Uncertainties

Use of Estimates

The preparation of financial statements in conformity with
		generally accepted accounting principles 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 reported amounts of revenues and expenses during the reporting
		period. Actual results could differ from those estimates.

Customer Concentrations and Receivables

The Company sells to domestic and international companies
		and grants limited uncollateralized credit to customers based on credit
		worthiness.

100% of the Company's revenues from installation and
		licensing fees from installations of the Company's Table Trac system in
		2004 and 2003 were from 8 customers. 2 customers accounted for 78% and 66% of
		revenues and 71% and 0% of accounts receivable in 2004 and 2004,
		respecively.

Management believes that receivables are fully collectible.
		While the ultimate loss may differ, management believes that any additional
		loss will not have a material impact on the Company's financial position. Due
		to uncertainties in the collection process, however, it is at least reasonably
		possible that management's estimate of the outcome will change during the next
		year.

No Supplier Concentration

The Company has developed the ability to manufacture its
		own Table Trac units. The Company is aware of local electronic manufacturers
		offering equivalent manufacturing capability whose services the Company could
		readily hire as needed.

Inventory

Inventory is recorded at the lower of cost (determined on a
		first-in, first-out basis) or market.

Impairment of Long Lived Assets

The Company reviews long-lived assets for impairment
		annually or more frequently if the occurrence of events or changes in
		circumstances indicates that the carrying amount of the assets may not be fully
		recoverable or the useful lives of these assets are no longer appropriate. Each
		impairment test is based on a comparison of the carrying amount of an asset to
		future net undiscounted cash flows. If an impairment is indicated, the asset is
		written down to its estimated fair value on a discounted cash flow basis.

Basic and Diluted Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net
		income (loss) by the weighted average shares outstanding during the reporting
		period. Diluted earnings (loss) per share is computed similar to basic earnings
		(loss) 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. All potentially dilutive
		common shares were excluded from the calculation of diluted earnings per share
		for 2003 because they were anti-dilutive.

New Accounting Pronouncements

In December 2003, the FASB issued FASB Interpretation
		("FIN") No. 46R, "Consolidation of Variable Interest Entities," which addresses
		how a business enterprise should evaluate whether it has a controlling
		financial interest in an entity through means other than voting rights and
		accordingly should consolidate the entity. FIN 46R replaces FASB Interpretation
		No. 46, "Consolidation of Variable Interest Entities," which was issued in
		January 2003. The Company is required to apply FIN 46R to variable interests in
		variable interest entities ("VIE") created after December 31, 2003. For
		variable interests in VIEs created before January 1, 2004, the Interpretation
		will be applied beginning on January 1, 2005. For any VIEs that must be
		consolidated under FIN 46R that were created before January 1, 2004, the
		assets, liabilities and noncontrolling interests of the VIE initially would be
		measured at their carrying amounts with any difference between the net amount
		added to the balance sheet and any previously recognized interest being
		recognized as the cumulative effect of an accounting change. If determining the
		carrying amounts is not practicable, fair value at the date FIN 46R first
		applies may be used to measure the assets, liabilities and noncontrolling
		interest of the VIE. The Company believes it has no variable interest entities
		and, therefore, FIN 46R did not have an impact on the Company's consolidated
		financial statements.

In May 2003, the FASB issued SFAS No. 150, "Accounting for
		Certain Financial Instruments with Characteristics of both Liabilities and
		Equity." The Statement establishes standards for the classification and
		measurement of certain financial instruments with characteristics of both
		liabilities and equity. The Statement also includes required disclosures for
		financial instruments within its scope. For the Company, the Statement was
		effective for instruments entered into or modified after May 31, 2003, and
		otherwise will be effective as of January 1, 2004, except for mandatorily
		redeemable financial instruments. For certain mandatorily redeemable financial
		instruments, the Statement will be effective for the Company on January 1,
		2005. The effective date has been deferred indefinitely for certain other types
		of mandatorily redeemable financial instruments. The Company currently does not
		have any financial instruments that are within the scope of SFAS No. 150.

2 OPERATING LEASE

The Company leases its office facilities under an operating
		lease expiring in November 2005. Future minimum lease payments are as follows:

2005 $ 13,200

Rent expense was $14,400 and $28,800 in 2004 and 2003,
		respectively.

3 STOCKHOLDERS' EQUITY

Stock Options and Warrants

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. The following us a summary of all activity involving
		options and warrants:

|                           |  |                     |  | Weighted Average Exercise Price
|-------------------------- |  | ------------------- |  | -------------------------------
|                           |  | Outstanding Options |  |                                
|                           |  |                     |  |                                
|Balance, December 31, 2002 |  | 143,353             |  | $ 0.83                         
|                           |  |                     |  |                                
|Granted                    |  | 467,500             |  | 0.13                           
|Exercised                  |  | -                   |  |                                
|Cancelled                  |  | (40,167)            |  | 1.59                           
|                           |  |                     |  |                                
|Balance, December 31, 2003 |  | 570,686             |  | 0.20                           
|                           |  |                     |  |                                
|Granted                    |  | -                   |  |                                
|Exercised                  |  | -                   |  |                                
|Cancelled                  |  | (78,186)            |  | 0.64                           
|                           |  |                     |  |                                
|Balance, December 31, 2004 |  | 492,500             |  | $ 0.13                         

All options were exercisable as of December 31, 2004 and
		expire between May 2007 and October 2001

4 SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for interest was $368 and $977 for the years
		ended December 31, 2004 and 2003, respectively. There were no cash payments for
		income taxes for the years ending December 31, 2004 and 2003.

5 INCOME TAXES

The Company was treated as a subchapter S corporation from
		inception through December 31, 1998. Current and deferred income taxes for 2004
		and 2003 were $0.

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

|                                                              | 2004    | 2003   
|------------------------------------------------------------- | ------- | -------
|                                                              | Amount  | Percent
|Expected federal tax $                                        | $35,457 | 34%    
|Surtax exemption                                              | (3,129) | (3)    
|State income tax, net of federal tax benefit                  | 6,257   | 6      
|Valuation and utilization of net operating loss carryforwards | $38,585 | 37     
|Total                                                         | -       | -%     

The Company has fully allowed for its net operating
		carryforwards as follows:



|                                                                | 2004    | 2003   
|--------------------------------------------------------------- | ------- | -------
|Allowance for doubtful accounts                                 | $- 0 -  | $10,000
|Inventory valuation allowance                                   | $6,000  | 6,000  
|Deferred tax asset relating to net operating loss carryforwards | 323,000 | 362,000
|Valuation allowance                                             | 329,000 | 378,000
|Deferred tax asset                                              | $-      | $-     

At December 31, 2004, the Company has carryforwards
		available to offset future taxable income as follows

|Year ending December 31, | Federal  | State   
|------------------------ | -------- | --------
|2019                     | $33,000  | $33,000 
|2020                     | 141,000  | 141,000 
|2021                     | 340,000  | 340,000 
|2022                     | 194,000  | 194,000 
|2023                     | 90,000   | 90,000  
|Totals                   | $798,000 | $798,000