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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-QSB



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(Mark One)

|x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------



For the quarterly period ended March 31, 2005



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



For the transition period from
 to



Commission File Number: 0-11532



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VENTURE CATALYST INCORPORATED

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



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Utah                                                           |  | 33-0618806                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



591 Camino De La
Reina, Suite 418, San Diego, California 92108

(Address of principal executive offices)



(619) 330-4000

(Issuers telephone number)



Not Applicable

(Former name, former address and former fiscal year, if changed since last report)



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



State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable
date: as of April 30, 2005, 7,206,598 shares of common stock, $.001 par value per share, were outstanding.



Transitional Small Business Disclosure Format (check one):    Yes ̈No  x



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##### Table of Contents

VENTURE CATALYST INCORPORATED

FORM 10-QSB

FOR THE PERIOD ENDED MARCH 31, 2005



TABLE OF CONTENTS



|                                                                                            |  |               
|------------------------------------------------------------------------------------------- |  | --------------
|                                                                                            |  | Page    Number
|PART I - FINANCIAL INFORMATION                                                              |  |               
|                                                                                            | 
|Item 1. Financial Statements                                                                |  |               
|Balance Sheets  March 31, 2005 (unaudited) and June 30, 2004                               |  | 1             
|Statements of Operations (unaudited) - Three months ended March 31, 2005 and March 31, 2004 |  | 2             
|Statements of Operations (unaudited) - Nine months ended March 31, 2005 and March 31, 2004  |  | 3             
|Statements of Cash Flows (unaudited) - Nine months ended March 31, 2005 and March 31, 2004  |  | 4             
|Notes to Financial Statements                                                               |  | 5             
|Item 2. Managements Discussion and Analysis or Plan of Operation                           |  | 16            
|Item 3. Controls and Procedures                                                             |  | 29            
|                                                                                            | 
|PART II - OTHER INFORMATION                                                                 |  |               
|                                                                                            | 
|Item 1. Legal Proceedings                                                                   |  | 30            
|Item 6. Exhibits                                                                            |  | 30            
|Signatures                                                                                  |  | 31            



FORWARD-LOOKING
STATEMENTS



This Quarterly Report on Form 10-QSB contains
forward-looking statements reflecting managements current expectations. Examples of such forward-looking statements include our expectations with respect to our strategy. Although we believe that our expectations are based upon reasonable
assumptions, there can be no assurances that our financial goals will be realized. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or
industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Numerous factors may affect our actual results and may cause results to differ materially from
those expressed in forward-looking statements made by or on behalf of us. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing,
the words, believes, anticipates, plans, expects and similar expressions are intended to identify forward-looking statements. The important factors discussed under the caption Factors That May
Affect Future Results in Part I, Item 2 - Managements Discussion and Analysis or Plan of Operation, herein, among others, would cause actual results to differ materially from those indicated by forward-looking statements made herein and
represent managements current expectations and are inherently uncertain. Investors are warned that actual results may differ from managements expectations. We assume no obligation to update the forward-looking information to reflect
actual results or changes in the factors affecting such forward-looking information.



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##### Table of Contents

PART I - FINANCIAL INFORMATION



Item 1. Financial Statements.



VENTURE CATALYST INCORPORATED

BALANCE SHEETS



|                                                                                         |  |                            |             |   |               |   |             |  
|---------------------------------------------------------------------------------------- |  | -------------------------- | ----------- | - | ------------- | - | ----------- | -
|                                                                                         |  | March 31, 2005 (unaudited) |             |   | June 30, 2004 |  
|ASSETS                                                                                   |  |                            |             |   |               |   |             |  
|Current Assets:                                                                          |  |                            |             |   |               |   |             |  
|Cash and cash equivalents                                                                |  | $                          | 3,621,899   |   |               | $ | 8,025,144   |  
|Consulting fee receivable-Barona Tribe                                                   |  |                            | 575,000     |   |               |   | 575,000     |  
|Prepaid expenses and other current assets                                                |  |                            | 357,040     |   |               |   | 220,853     |  
|Deferred tax asset, current                                                              |  |                            | 256,000     |   |               |   | 14,338      |  
|Accounts receivable, net                                                                 |  |                            | 168,388     |   |               |   | 26,752      |  
|                                                                                         |  |                            |             |   |               |   |             |  
|Total current assets                                                                     |  |                            | 4,978,327   |   |               |   | 8,862,087   |  
|                                                                                         |  |                            |             |   |               |   |             |  
|Non-Current Assets:                                                                      |  |                            |             |   |               |   |             |  
|Deferred tax asset, non-current                                                          |  |                            | 349,000     |   |               |   | 525,662     |  
|Property, plant and equipment, net                                                       |  |                            | 291,172     |   |               |   | 154,032     |  
|Restricted cash                                                                          |  |                            | 43,360      |   |               |   |            |  
|Deposits and other assets                                                                |  |                            | 9,957       |   |               |   | 8,321       |  
|                                                                                         |  |                            |             |   |               |   |             |  
|Total non-current assets                                                                 |  |                            | 693,489     |   |               |   | 688,015     |  
|                                                                                         |  |                            |             |   |               |   |             |  
|Total assets                                                                             |  | $                          | 5,671,816   |   |               | $ | 9,550,102   |  
|                                                                                         |  |                            |             |   |               |   |             |  
|                                                                                         |  |                           
|LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)                                           |  |                            |             |   |               |   |             |  
|                                                                                         |  |                           
|Current Liabilities:                                                                     |  |                            |             |   |               |   |             |  
|Billings in excess of costs, uncompleted software contracts                              |  | $                          | 819,526     |   |               | $ | 459,970     |  
|Accounts payable and accrued expenses                                                    |  |                            | 534,836     |   |               |   | 298,866     |  
|Accrued wages                                                                            |  |                            | 443,019     |   |               |   | 516,899     |  
|Deferred revenue                                                                         |  |                            | 126,500     |   |               |   | 37,500      |  
|Estimated loss, uncompleted software contracts                                           |  |                            |            |   |               |   | 148,000     |  
|Current portion of long-term debt                                                        |  |                            |            |   |               |   | 4,300,000   |  
|                                                                                         |  |                            |             |   |               |   |             |  
|Total current liabilities                                                                |  |                            | 1,923,881   |   |               |   | 5,761,235   |  
|Long-term debt                                                                           |  |                            |            |   |               |   | 7,669,463   |  
|                                                                                         |  |                            |             |   |               |   |             |  
|Total liabilities                                                                        |  |                            | 1,923,881   |   |               |   | 13,430,698  |  
|Commitments and Contingencies                                                            |  |                            |            |   |               |   |            |  
|Shareholders Equity (Deficit):                                                          |  |                            |             |   |               |   |             |  
|Common stock, $.001 par value, 100,000,000 shares authorized and 7,206,598 shares issued |  |                            | 7,207       |   |               |   | 7,207       |  
|Additional paid-in-capital                                                               |  |                            | 19,616,699  |   |               |   | 11,947,236  |  
|Retained deficit                                                                         |  |                            | (15,875,971 | ) |               |   | (15,835,039 | )
|                                                                                         |  |                            |             |   |               |   |             |  
|Total shareholders equity (deficit)                                                     |  |                            | 3,747,935   |   |               |   | (3,880,596  | )
|                                                                                         |  |                            |             |   |               |   |             |  
|Total liabilities and shareholders equity (deficit)                                     |  | $                          | 5,671,816   |   |               | $ | 9,550,102   |  
|                                                                                         |  |                            |             |   |               |   |             |  



The accompanying notes
are an integral part of these statements.



1



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##### Table of Contents

VENTURE CATALYST INCORPORATED

STATEMENTS OF OPERATIONS

(UNAUDITED)



|                                                |  |                                      |           |      |   |           |  
|----------------------------------------------- |  | ------------------------------------ | --------- | ---- | - | --------- | -
|                                                |  | For the Three Months Ended March 31, |          
|                                                |  | 2005                                 |           | 2004 |  
|Revenues:                                       |  |                                      |           |      |   |           |  
|Consulting services                             |  | $                                    | 1,825,843 |      | $ | 1,751,600 |  
|Software products and related services          |  |                                      | 341,668   |      |   | 275,824   |  
|                                                |  |                                      |           |      |   |           |  
|Total revenues                                  |  |                                      | 2,167,511 |      |   | 2,027,424 |  
|                                                |  |                                      |           |      |   |           |  
|Cost of revenues:                               |  |                                      |           |      |   |           |  
|Consulting services                             |  |                                      | 636,273   |      |   | 630,069   |  
|Software products and related services          |  |                                      | 291,503   |      |   | 717,762   |  
|                                                |  |                                      |           |      |   |           |  
|Total cost of revenues                          |  |                                      | 927,776   |      |   | 1,347,831 |  
|                                                |  |                                      |           |      |   |           |  
|Gross profit                                    |  |                                      | 1,239,735 |      |   | 679,593   |  
|                                                |  |                                      |           |      |   |           |  
|Operating expenses:                             |  |                                      |           |      |   |           |  
|General and administrative                      |  |                                      | 1,024,301 |      |   | 539,643   |  
|Sales and marketing                             |  |                                      | 136,978   |      |   | 128,426   |  
|Research and development                        |  |                                      | 23,472    |      |   | 13,477    |  
|                                                |  |                                      |           |      |   |           |  
|Total operating expenses                        |  |                                      | 1,184,751 |      |   | 681,546   |  
|                                                |  |                                      |           |      |   |           |  
|Operating profit (loss)                         |  |                                      | 54,984    |      |   | (1,953    | )
|                                                |  |                                      |           |      |   |           |  
|Other income (expense):                         |  |                                      |           |      |   |           |  
|Interest income                                 |  |                                      | 17,780    |      |   | 13,947    |  
|Interest expense                                |  |                                      |          |      |   | (277,586  | )
|Other losses                                    |  |                                      |          |      |   | (523      | )
|                                                |  |                                      |           |      |   |           |  
|Other income (expense), net                     |  |                                      | 17,780    |      |   | (264,162  | )
|                                                |  |                                      |           |      |   |           |  
|Net income (loss) before income tax provision   |  |                                      | 72,764    |      |   | (266,115  | )
|Provision for income taxes                      |  |                                      | 44,000    |      |   |          |  
|                                                |  |                                      |           |      |   |           |  
|Net income (loss)                               |  | $                                    | 28,764    |      | $ | (266,115  | )
|                                                |  |                                      |           |      |   |           |  
|Basic and diluted income (loss) per share:      |  |                                      |           |      |   |           |  
|Net income (loss) per share - basic and diluted |  | $                                    | .00       |      | $ | (.04      | )
|                                                |  |                                      |           |      |   |           |  
|Weighted average common shares outstanding:     |  |                                      |           |      |   |           |  
|Basic                                           |  |                                      | 7,206,598 |      |   | 7,206,598 |  
|                                                |  |                                      |           |      |   |           |  
|Diluted                                         |  |                                      | 7,332,028 |      |   | 7,206,598 |  
|                                                |  |                                      |           |      |   |           |  



The accompanying notes
are an integral part of these statements.



2



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VENTURE CATALYST INCORPORATED

STATEMENTS OF OPERATIONS

(UNAUDITED)



|                                            |  |                                     |           |   |      |   |           |  
|------------------------------------------- |  | ----------------------------------- | --------- | - | ---- | - | --------- | -
|                                            |  | For the Nine Months Ended March 31, |          
|                                            |  | 2005                                |           |   | 2004 |  
|Revenues:                                   |  |                                     |           |   |      |   |           |  
|Consulting services                         |  | $                                   | 5,227,843 |   |      | $ | 5,605,400 |  
|Software products and related services      |  |                                     | 428,639   |   |      |   | 326,522   |  
|                                            |  |                                     |           |   |      |   |           |  
|Total revenues                              |  |                                     | 5,656,482 |   |      |   | 5,931,922 |  
|                                            |  |                                     |           |   |      |   |           |  
|Cost of revenues:                           |  |                                     |           |   |      |   |           |  
|Consulting services                         |  |                                     | 1,826,603 |   |      |   | 1,932,328 |  
|Software products and related services      |  |                                     | 1,014,016 |   |      |   | 1,276,187 |  
|                                            |  |                                     |           |   |      |   |           |  
|Total cost of revenues                      |  |                                     | 2,840,619 |   |      |   | 3,208,515 |  
|                                            |  |                                     |           |   |      |   |           |  
|Gross profit                                |  |                                     | 2,815,863 |   |      |   | 2,723,407 |  
|                                            |  |                                     |           |   |      |   |           |  
|Operating expenses:                         |  |                                     |           |   |      |   |           |  
|General and administrative                  |  |                                     | 2,424,316 |   |      |   | 1,808,551 |  
|Sales and marketing                         |  |                                     | 509,436   |   |      |   | 457,988   |  
|Research and development                    |  |                                     | 48,447    |   |      |   | 39,207    |  
|                                            |  |                                     |           |   |      |   |           |  
|Total operating expenses                    |  |                                     | 2,982,199 |   |      |   | 2,305,746 |  
|                                            |  |                                     |           |   |      |   |           |  
|Operating (loss) profit                     |  |                                     | (166,336  | ) |      |   | 417,661   |  
|                                            |  |                                     |           |   |      |   |           |  
|Other income (expense):                     |  |                                     |           |   |      |   |           |  
|Interest income                             |  |                                     | 43,798    |   |      |   | 41,991    |  
|Interest expense                            |  |                                     |          |   |      |   | (810,547  | )
|Other gains (losses)                        |  |                                     | 16,606    |   |      |   | (523      | )
|                                            |  |                                     |           |   |      |   |           |  
|Other income (expense), net                 |  |                                     | 60,404    |   |      |   | (769,079  | )
|                                            |  |                                     |           |   |      |   |           |  
|Net loss before income tax benefit          |  |                                     | (105,932  | ) |      |   | (351,418  | )
|Income tax benefit                          |  |                                     | 65,000    |   |      |   |          |  
|                                            |  |                                     |           |   |      |   |           |  
|Net loss                                    |  | $                                   | (40,932   | ) |      | $ | (351,418  | )
|                                            |  |                                     |           |   |      |   |           |  
|Basic and diluted loss per share:           |  |                                     |           |   |      |   |           |  
|Net loss per share - basic and diluted      |  | $                                   | (.01      | ) |      | $ | (.05      | )
|                                            |  |                                     |           |   |      |   |           |  
|Weighted average common shares outstanding: |  |                                     |           |   |      |   |           |  
|Basic and diluted                           |  |                                     | 7,206,598 |   |      |   | 7,206,598 |  
|                                            |  |                                     |           |   |      |   |           |  



The accompanying notes
are an integral part of these statements.



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VENTURE CATALYST INCORPORATED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                                |  |                                    |            |   |      |   |           |  
|------------------------------------------------------------------------------- |  | ---------------------------------- | ---------- | - | ---- | - | --------- | -
|                                                                                |  | For the Nine MonthsEnded March 31, |           
|                                                                                |  | 2005                               |            |   | 2004 |  
|Increase (decrease) in cash:                                                    |  |                                    |            |   |      |   |           |  
|Cash flows provided by operating activities:                                    |  |                                    |            |   |      |   |           |  
|Net loss                                                                        |  | $                                  | (40,932    | ) |      | $ | (351,418  | )
|Adjustments to reconcile net loss to net cash provided by operating activities: |  |                                    |            |   |      |   |           |  
|Depreciation and amortization                                                   |  |                                    | 76,760     |   |      |   | 159,792   |  
|Estimated loss, uncompleted software contracts                                  |  |                                    | (36,810    | ) |      |   |          |  
|Loss on disposal of asset                                                       |  |                                    | 894        |   |      |   | 523       |  
|Amortization of stock-based compensation                                        |  |                                    |           |   |      |   | 1,718     |  
|Interest expense, long-term debt                                                |  |                                    |           |   |      |   | 810,547   |  
|Changes in operating assets and liabilities                                     |  |                                    | 154,998    |   |      |   | (263,552  | )
|                                                                                |  |                                    |            |   |      |   |           |  
|Net cash provided by operating activities                                       |  |                                    | 154,910    |   |      |   | 357,610   |  
|                                                                                |  |                                    |            |   |      |   |           |  
|Cash flows used in investing activities:                                        |  |                                    |            |   |      |   |           |  
|Issuance of restricted cash                                                     |  |                                    | (43,360    | ) |      |   |          |  
|Purchase of furniture and equipment                                             |  |                                    | (214,795   | ) |      |   | (41,229   | )
|                                                                                |  |                                    |            |   |      |   |           |  
|Net cash used in investing activities                                           |  |                                    | (258,155   | ) |      |   | (41,229   | )
|                                                                                |  |                                    |            |   |      |   |           |  
|Cash flows used in financing activities:                                        |  |                                    |            |   |      |   |           |  
|Payment on long-term notes                                                      |  |                                    | (4,300,000 | ) |      |   |          |  
|                                                                                |  |                                    |            |   |      |   |           |  
|Net cash used in financing activities                                           |  |                                    | (4,300,000 | ) |      |   |          |  
|                                                                                |  |                                    |            |   |      |   |           |  
|Net (decrease) increase in cash                                                 |  |                                    | (4,403,245 | ) |      |   | 316,381   |  
|Cash at beginning of period                                                     |  |                                    | 8,025,144  |   |      |   | 6,835,190 |  
|                                                                                |  |                                    |            |   |      |   |           |  
|Cash at end of period                                                           |  | $                                  | 3,621,899  |   |      | $ | 7,151,571 |  
|                                                                                |  |                                    |            |   |      |   |           |  
|Supplemental disclosures of cash flow information:                              |  |                                    |            |   |      |   |           |  
|Interest paid                                                                   |  | $                                  |           |   |      | $ |          |  
|                                                                                |  |                                    |            |   |      |   |           |  
|Income taxes paid                                                               |  | $                                  | 39,000     |   |      | $ | 913       |  
|                                                                                |  |                                    |            |   |      |   |           |  



Non-cash financing and investing
activities: (See Note 10 Stock Repurchase / Long-Term Debt)



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



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VENTURE CATALYST INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2005



Note 1. Basis of Presentation and Description of Business



Basis of Presentation



The accompanying unaudited financial statements for Venture Catalyst Incorporated have been prepared by us in conformity with generally accepted
accounting principles for interim financial information and with the rules and regulations of the U.S. Securities and Exchange Commission. As used in this Report, the terms we, us, our and VCAT refer
to Venture Catalyst Incorporated. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such
regulations.



In the opinion of management, these financial
statements reflect all normal, recurring adjustments and disclosures which are necessary for a fair presentation. The interim unaudited financial statements should be read in conjunction with our Annual Report on Form 10-KSB for the fiscal year
ended June 30, 2004 (fiscal 2004). Certain items in the financial statements for fiscal 2004 have been reclassified to conform to the current years presentation. Current and future financial statements may not be directly
comparable to our historical financial statements. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year.



Description of Business



We are a provider of consulting services and technology in the gaming and hospitality industry. We operate two business divisions: consulting services and
software. Our consulting services division offers comprehensive gaming and hospitality consulting services, financial advisory services, public and governmental relations, strategic planning, technology solutions and professional and technical
expertise. As of March 31, 2005, we had two clients in our consulting services division, the Barona Group of Capitan Grande Band of Mission Indians (the Barona Tribe) and the Buena Vista Rancheria of Me-Wuk Indians (the Buena Vista
Tribe), both of which are federally recognized, sovereign Native American tribes. We have provided services to the Barona Tribe since 1991. We currently provide services to the Barona Tribe in connection with their operation of the Barona
Valley Ranch Resort & Casino (the Barona Valley Ranch). The Barona Valley Ranch is located in Lakeside, California, near San Diego. We have provided services to the Buena Vista Tribe since February 2005. We provide business advisory
services to the Buena Vista Tribe in connection with the establishment and operation of a gaming operation on the Buena Vista Tribes reservation located near Ione, in Northern California.



Our software division is dedicated to the ongoing product and business
development of Mariposa, a fully-integrated customer relationship management (CRM), marketing and business intelligence software system for license to businesses in the gaming and hospitality industry. Mariposa consists of a suite of
applications designed to operate in conjunction with existing player tracking and other data systems. The various Mariposa applications provide data warehousing, data mining and modeling, analytical processing, campaign management, customer contact
management and data visualization. The applications can be licensed individually or as a fully-integrated system.



Note 2. Summary of Significant Accounting Policies



Revenue Recognition



Consulting and Advisory Services.In accordance with the SAB 101, Revenue Recognition in Financial Statements, revenue for consulting services is
recognized when the services are rendered, provided all of the following criteria are met:



| |  |  | persuasive evidence of an arrangement exists;
| | - |  | ---------------------------------------------



| |  |  | services have been rendered;
| | - |  | ----------------------------



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VENTURE CATALYST INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2005



| |  |  | the fee is fixed or determinable; and
| | - |  | -------------------------------------



| |  |  | collectibility is reasonably assured.
| | - |  | -------------------------------------



Consulting service revenues from the Barona Tribe are recorded monthly, as earned, pursuant to the above referenced guidelines. In January 2003, we
granted the Barona Tribe a license to use Mariposa at the Barona Valley Ranch including maintenance and support services (See Note 3. Agreements with the Barona Tribe and the Buena Vista Tribe). Accordingly, we allocate a portion of the
monthly consulting fees from the Barona Tribe to our software division, which are recorded monthly as earned. The allocation is based on the fair value of Mariposa support services, which was determined by the value of comparable
services provided to other Mariposa clients.



Advisory service
revenues from the Buena Vista Tribe are recorded monthly as earned, pursuant to the above referenced guidelines.



For a detailed discussion relating to the terms of the 1996 Consulting Agreement and 2004 Consulting Agreement with the Barona Tribe, including the
determination of consulting fees, and the terms of the Advisory Agreement with the Buena Vista Tribe, see Note 3. Agreements with the Barona Tribe and the Buena Vista Tribe.



Software Products and Related Services. We derive a portion of our revenues from licensing Mariposa and the sale of
related services, including integration, installation and training (collectively, professional services) and maintenance and support services (support services). We recognize revenue from software licensing and related
professional services in accordance with Statement of Position (SOP) 97-2, Software Revenue Recognition, as amended by SOP 98-9. If the arrangement between us and the purchaser does not require significant production, modification or
customization of software, we will generally recognize revenue when all of the following criteria are met, as set forth in paragraph 8 of SOP 97-2:



| |  |  | persuasive evidence of an arrangement exists;
| | - |  | ---------------------------------------------



| |  |  | delivery has occurred;
| | - |  | ----------------------



| |  |  | the fee is fixed or determinable; and
| | - |  | -------------------------------------



| |  |  | collectibility is probable.
| | - |  | ---------------------------



Our standard software contracts are multiple element arrangements that include both software products and professional services. The professional services
are essential to the functionality of the software products, which require significant modification to meet the customers purpose; therefore, in accordance with paragraph 69 of SOP 97-2, ARB No. 45 and SOP 81-1, contract accounting is applied
to both the software and service elements of the arrangement. The final determination for revenue recognition and related accounting issues is made based on the specific details for each software contract, which could result in the application of
alternative revenue recognition policies for individual contracts.



Mariposa is a complex fully-integrated software system that, in order to meet the customers functionality, must work in conjunction with the customers player tracking system and a number of other customer data systems. As a
result of the difficulty in making dependable estimates, the inherent risks associated with new technologies and customer acceptance rights, we are using the completed contract method of accounting and will recognize revenue and cost of revenues for
each software contract at the time of completion of all elements of our software contracts. Provisions for contract adjustments and losses are recorded in the period such items are identified.



Services not included in our software contracts are billed on a fixed fee or
time and materials basis and revenues related to the additional services are recorded as services are provided.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2005



Support services are provided pursuant to a separate contractual arrangement. Fees for support
services are recognized ratably over the term of the support period. Deferred revenues are recorded when billings for support services exceed revenues recognized to date.



Out-of-Pocket Expenses. We recognize revenues related to certain out-of-pocket expenses in accordance with EITF No.
01-14 Income Statement Characterization of Reimbursements Received for Out-of-Pocket Expenses Incurred (EITF 01-14). EITF 01-14 requires that certain out-of-pocket expenses rebilled to customers be recorded as
revenue versus an offset to the related expense. The out-of-pocket expenses rebilled to customers are included in revenues in the respective division.



Stock Based Compensation



Employee stock options are accounted for using the intrinsic value method under APB No. 25 and related interpretations. Effective March 31, 2003, we
adopted Statement of Financial Accounting Standards (SFAS) 148 Accounting for Stock Based Compensation Transition and Disclosure an amendment of SFAS 123 Accounting for Stock Based Compensation. SFAS 148 requires
pro forma disclosure of net income (loss) per share as if the fair value method of accounting for stock-based compensation has been applied for both employee and non-employee stock option grants. It also requires disclosure of option status on a
more frequent basis. The exercise price of each option equals the market price of our common stock on the date of grant; accordingly, under APB No. 25, no compensation costs for employee grants were recognized for the options. Had compensation cost
for the options been determined based on the fair value of the options at the grant dates, our net income (loss) and income (loss) per share would have been the pro forma net income (loss) and income (loss) per share amounts indicated below:



|                                                                                                                                          |  |                              |          |   |      |   |          |  
|----------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | -------- | - | ---- | - | -------- | -
|                                                                                                                                          |  | Three months ended March 31, |         
|                                                                                                                                          |  | 2005                         |          |   | 2004 |  
|Net income (loss):                                                                                                                        |  |                              |          |   |      |   |          |  
|As reported                                                                                                                               |  | $                            | 28,764   |   |      | $ | (266,115 | )
|Deduct: Total stock-based compensation expense determined under fair value based method for all option grants, net of related tax
effects |  |                              | (14,291  | ) |      |   | (46,500  | )
|                                                                                                                                          |  |                              |          |   |      |   |          |  
|Pro forma                                                                                                                                 |  | $                            | 14,473   |   |      | $ | (312,615 | )
|                                                                                                                                          |  |                              |          |   |      |   |          |  
|Net income (loss) per share:                                                                                                              |  |                              |          |   |      |   |          |  
|As reported                                                                                                                               |  | $                            | .00      |   |      | $ | (.04     | )
|Pro forma                                                                                                                                 |  | $                            | .00      |   |      | $ | (.04     | )
|                                                                                                                                          | 
|                                                                                                                                          |  | Nine months ended March 31,  |         
|                                                                                                                                          |  | 2005                         |          |   | 2004 |  
|Net loss:                                                                                                                                 |  |                              |          |   |      |   |          |  
|As reported                                                                                                                               |  | $                            | (40,932  | ) |      | $ | (351,418 | )
|Deduct: Total stock-based compensation expense determined under fair value based method for all option grants, net of related tax
effects |  |                              | (129,924 | ) |      |   | (200,188 | )
|                                                                                                                                          |  |                              |          |   |      |   |          |  
|Pro forma                                                                                                                                 |  | $                            | (170,856 | ) |      | $ | (551,606 | )
|                                                                                                                                          |  |                              |          |   |      |   |          |  
|Net loss per share:                                                                                                                       |  |                              |          |   |      |   |          |  
|As reported                                                                                                                               |  | $                            | (.01     | ) |      | $ | (.05     | )
|Pro forma                                                                                                                                 |  | $                            | (.02     | ) |      | $ | (.08     | )



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2005



For the above calculation, the fair value of each option granted was estimated on the date of grant
using the Black-Scholes option-pricing model with no expected dividends. Stock options to purchase 70,000 and 10,000 shares of common stock, respectively, were granted during the nine months ended March 31, 2005 and 2004. The following table shows
the weighted average assumptions for the stock options granted:



|                         |  |                                              |   |  |      |  
|------------------------ |  | -------------------------------------------- | - |  | ---- | -
|                         |  | Three and nine months ended        March
31, |  
|                         |  | 2005                                         |   |  | 2004 |  
|Risk-free interest rate  |  | 3.7                                          | % |  | 3.0  | %
|Expected life (in years) |  | 5                                            |   |  | 5    |  
|Expected volatility      |  | 2.3                                          |   |  | 2.6  |  



Capitalized Software



We account for software development costs in accordance
with SFAS 86, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed (SFAS 86). Under SFAS 86, software costs incurred in connection with creating computer software products, which are to be
marketed, are expensed as research and development until completion of a working model. Thereafter, all software development costs are capitalized until the product is completed and ready for sale. The capitalized software costs are subsequently
reported at the lower of unamortized cost or estimated net realizable value. Capitalized software costs are amortized based on current and future revenues for each product with an annual minimum equal to the straight-line amortization over the
remaining estimated useful life of the product. We periodically review capitalized software costs for impairment where the fair value is less than the carrying value.



During fiscal 2002, we capitalized $247,000 of our software development costs related to Mariposa. The initial version of
Mariposa was completed on June 30, 2002 and no further capitalization is expected. We amortized the capitalized software development costs on a straight-line basis over the estimated useful life of two years. All capitalized software development
costs have been fully amortized as of March 31, 2004. Amortization of the capitalized software development costs, which is included in cost of revenues, was $0 and $32,000 during the three month period ended March 31, 2005 and 2004, respectively,
and $0 and $96,000 during the nine month period ended March 31, 2005 and 2004, respectively.



Cost of Revenues  Software Products and Related Services



The cost of revenues in our software division consist primarily of compensation and other personnel-related expenses, costs for services provided by a
third-party software development firm in connection with integration, installation and support services for our software products, losses on software contracts, amortization of capitalized software costs and other direct costs related to our
software products and related services.



We are incurring
significant costs to perform enhancements and improvements to the existing Mariposa applications on an ongoing basis. These costs are being recorded as maintenance and support and are included in the cost of revenues for software products and
related services. We expect to continue to incur significant costs for maintenance and support for the Mariposa applications for the foreseeable future.



New Accounting Pronouncements



In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment (SFAS 123R), which replaces SFAS No. 123,
Accounting for Stock-Based Compensation (SFAS 123) and



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March 31, 2005



supercedes Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees. SFAS 123R requires all
share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values, beginning with the first interim or annual period after June 15, 2005, with early adoption
encouraged. The pro forma disclosures previously permitted under SFAS 123, no longer will be an alternative to financial statement recognition. Under SFAS 123R, we must determine the transition method to be used at the date of adoption, the
appropriate fair value model to be used for valuing share-based payments and the amortization method for compensation cost. The transition methods include prospective and retroactive adoption options. Under the retroactive options, prior periods may
be restated either as of the beginning of the year of adoption or for all periods presented. The prospective method requires that compensation expense be recorded for all unvested stock options and restricted stock at the beginning of the first
quarter of adoption of SFAS 123R, while the retroactive methods would record compensation expense for all unvested stock options and restricted stock beginning with the first period restated. On April 14, 2005, the SEC issued new rules to allow
companies to implement SFAS No. 123R effective the first interim period in the fiscal year beginning after June 15, 2005, or, in the case of small business issuers, the beginning of the fiscal year that begins after December 15, 2005. We are
required to adopt SFAS 123R in the first quarter of the fiscal year ending June 30, 2007. We anticipate adopting the prospective method and expect that the adoption of SFAS 123R will have an impact similar to the current pro forma disclosure for
existing options under SFAS 123 in Note 2. Summary of Significant Accounting Policies  Stock Based Compensation.



Note 3. Agreements with the Barona Tribe and the Buena Vista Tribe



Agreement with the Barona Tribe



We have provided services to the Barona Tribe since 1991. From April 1996 to March 2004, consulting services were provided to the Barona Tribe pursuant to
an Amended and Restated Consulting Agreement dated April 29, 1996, as amended by Modification No. 1 (Modification No. 1) on February 17, 1998 (as amended, the 1996 Consulting Agreement). The 1996 Consulting Agreement expired
on March 31, 2004. On May 25, 2004 we entered into an amendment and extension (Modification No. 2) to the 1996 Consulting Agreement which was effective April 1, 2004. The 1996 Consulting Agreement, as amended by Modification
No. 2, shall hereinafter be referred to as the 2004 Consulting Agreement. The 2004 Consulting Agreement expires March 31, 2009 unless renewed or extended.



Under the 1996 Consulting Agreement, the amount, if any, that we were paid by the Barona Tribe for services rendered was
determined using a formula that included a complex series of calculations that took into account (a) the monthly gross revenues of the Barona Valley Ranch; (b) the monthly cash and non-cash expenses (and capitalized interest of the Barona Tribe
related to its operations during the development project); (c) the funds that the Barona Tribe drew from the gross revenues of the Barona Valley Ranch for the month; and (d) certain adjustments related to deferred consulting fees or distributions to
the Barona Tribe from prior months.



Under the 2004 Consulting
Agreement, we are paid a fixed monthly fee of $575,000 for consulting services rendered to the Barona Tribe, with an annual cost of living adjustment not to exceed 5%. Fees under the 2004 Consulting Agreement will continue to be subordinated under
the terms of the subordination agreement, discussed below. The term of the 2004 Consulting Agreement is five years, with the Barona Tribe having the right to negotiate an additional five year extension and a right to terminate after giving nine
months notice. In connection with the 2004 Consulting Agreement, the Barona Tribe and VCAT unconditionally released each other from all claims or liabilities resulting from the 1996 Consulting Agreement, including the approximate $3.7 million
liability previously listed on our financial statements as advances of future consulting fees. The 2004 Consulting Agreement also reaffirmed certain license and profit-sharing rights to our Mariposa software that we had previously
granted to the Barona Tribe, which are described in more detail below.



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March 31, 2005



In connection with a $200,000,000 loan obtained by the Barona Tribe, we entered into a Reaffirmation,
Consent and Amendment of Intercreditor and Subordination Agreement (Subordination Agreement) in July 2001. In October 2004, we reaffirmed the Subordination Agreement in connection with an amendment and restatement to the financing loan
agreement (the Loan Agreement). The Subordination Agreement limits the Barona Tribes ability to make payments to us if the debt coverage ratios set forth in the Loan Agreement are not met. No payments may be made if there is a
default under the terms of the Loan Agreement that has not been cured or waived. As of March 31, 2005, we are not aware of a default by the Barona Tribe of any of the terms of the Loan Agreement or a failure on the part of the Barona Tribe to meet
the debt coverage ratios set forth in the Loan Agreement.



During the three and nine months ended March 31, 2005 we earned consulting fees in connection with the performance of services for the Barona Tribe, pursuant to the 2004 Consulting Agreement. We did not earn any consulting fees pursuant to
the formula under the 1996 Consulting Agreement during the three and nine months ended March 31, 2004. However, during the three and nine months ended March 31, 2004, we earned good faith consulting fees in connection with the
performance of consulting services for the Barona Tribe. The fees were voluntarily paid to us by the Barona Tribe as a sign of their good faith in the negotiations relating to the restructuring and extension of the 1996 Consulting Agreement.



In January 2003, as a sign of our good faith
intentions in our ongoing discussions to restructure our business relationship with the Barona Tribe and in return for use of the Barona Tribes gaming operations as a testing and marketing platform for Mariposa, we:



| |  |  | granted to the Barona Tribe a perpetual, royalty-free, non-exclusive and non-transferable license to use Mariposa at the Barona Valley Ranch including all upgrades, maintenance and
support;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | entered into a profit sharing arrangement with the Barona Tribe, whereby, so long as we have a consulting agreement in place with the Barona Tribe, we will share a percentage of any
net profits generated by Mariposa on a quarterly basis, starting January 1, 2003, based on the following sliding scale:
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 25% percent of the first $250,000 of the net profits per quarter;
| | - |  | -----------------------------------------------------------------



| |  |  | 30% percent of the second $250,000 of the net profits per quarter;
| | - |  | ------------------------------------------------------------------



| |  |  | 35% percent of the net profits in excess of $500,000 per quarter; and
| | - |  | ---------------------------------------------------------------------



| |  |  | agreed never to provide Mariposa or future related software products developed by us to any Native American tribe in San Diego County or within sixty-five miles of the Barona Valley
Ranch.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Agreement with the Buena Vista Tribe



On January 31, 2005 (the Effective Date) we entered into a
Business Advisory Agreement (the Advisory Agreement) with the Buena Vista Tribe. Under the terms of the Advisory Agreement, we will provide business advisory services to the Buena Vista Tribe in connection with the establishment and
operation of a gaming operation on the Buena Vista Tribes reservation located near Ione, in Northern California. Under the Advisory Agreement, the Buena Vista Tribe will pay us a monthly flat fee of (a) $50,000 per month from the Effective
Date until groundbreaking on the Tribes casino; (b) $100,000 per month from groundbreaking until six months



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March 31, 2005



prior to the planned opening of the casino; and (c) $250,000 per month from six months prior to the planned opening of the casino until six months after the
opening of the casino. The Advisory Agreement shall commence on the Effective Date and will end on the six month anniversary of the opening of the Buena Vista Tribes casino; provided, said term may be extended upon the mutual written agreement
of the parties, but in no event will the term of the Advisory Agreement exceed six years and eleven months. The Buena Vista Tribe may terminate the Advisory Agreement at any time by providing us with sixty days written notice.



Additionally, pursuant to the terms of the Advisory Agreement, we may enter
into a Mariposa license agreement with the Buena Vista Tribe approximately six months prior to the opening of the Buena Vista Tribes casino, which is not expected to occur until the fiscal year ended June 30, 2007.



Gaming Authority Regulations



The operation of any type of gaming casino on Native American land is subject
to extensive Federal, state and tribal regulation. The regulatory environment regarding Native American gaming is evolving rapidly. Changes in Federal, state, or tribal law or regulations may limit or otherwise affect Native American gaming and
could therefore have a material adverse effect on our operations. In March 1999, the NIGC commenced a preliminary review of our relationship with the Barona Tribe, including a review of the 1996 Consulting Agreement. The review is currently pending.
In addition, the National Indian Gaming Commission (the NIGC), and, the Bureau of Indian Affairs (the BIA) if necessary, have not yet approved the 2004 Consulting Agreement. The Advisory Agreement with the Buena Vista Tribe
also may be subject to review by the NIGC and possibly the BIA. In August 2003, we submitted an application for a suitability determination to the California Gambling Control Commission (the CGCC). In January 2005, the CGCC approved the
requested determination of suitability and we are now formally authorized to participate in the California tribal gaming market, subject to licensing requirements of the tribal gaming agencies.



Note 4. Business Concentration



Historically, a significant portion of our revenue has been earned from the
Barona Tribe. During the three months ended March 31, 2005 and 2004, revenues from the Barona Tribe were $1,725,000 and $1,776,000, respectively, representing 80% and 88% of our total revenues, respectively. During the nine months ended March 31,
2005 and 2004, revenues from the Barona Tribe were $5,175,000 and $5,677,000 respectively, representing 91% and 96% of our total revenues, respectively. Although we expect to generate revenues from software contracts and the Advisory Agreement, we
expect the majority of our revenues to be generated from the Barona Tribe for the foreseeable future.



Note 5. Cash and Cash Equivalents



For purposes of the balance sheet and the statement of cash flows, cash equivalents include time deposits and all highly liquid debt and equity instruments with original maturities of three months or less. We maintain
our cash in bank deposit and checking accounts that, at times, may exceed federally insured limits. To date, we have not experienced any losses in such accounts.



Cash equivalents during the three and nine months ended March 31, 2005, consisted of auction rate preferred securities,
commercial paper and certificate of deposit (CD) instruments. The commercial paper and CD instruments had maturities ranging from 15-days to 90-days and the auction rate preferred securities were reset every seven days in an auction
process. There were no outstanding auction rate securities at March 31, 2005. Interest rates earned during the three and nine months ended March 31, 2005, ranged from 0.8% to 1.9%.



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March 31, 2005



Cash equivalents during the three and nine months ended March 31, 2004, consisted of commercial paper
and CD instruments with maturities ranging from three weeks to three months. Interest rates earned during the nine months ended March 31, 2004 on such investments ranged from 0.9% to 1.2%.



Note 5. Restricted Cash



We issued an irrevocable letter of credit for $43,000 to satisfy terms of the lease agreement for our new office located in
Las Vegas, Nevada. Such letter of credit will automatically renew on an annual basis until September 30, 2009, unless cancelled by the lessor. Pursuant to the lease terms, if we generate positive cash flow from operations for three consecutive
quarters and have a positive stockholders equity balance, the letter of credit will be cancelled.



Note 6. Uncompleted Software Contracts



Billings and costs related to our uncompleted software contracts are accumulated on the balance sheet. When accumulated costs exceed related billings to date, they are recorded as an asset called costs in excess
of billings, uncompleted software contracts. When billings to date exceed related costs incurred, a liability is recorded called billings in excess of costs, uncompleted software contracts. Software contracts are segregated for
purposes of recording related assets and liabilities.



The
following table is a summary of billings and costs for our uncompleted software contracts as of March 31, 2005:



|                                                                 |  |   |          
|---------------------------------------------------------------- |  | - | ---------
|Number of uncompleted software contracts                         |  |   | 5        
|Gross uncompleted software contracts amount                      |  | $ | 2,445,473
|                                                                 | 
|Uncompleted software contracts with billings in excess of costs: |  |   |          
|Billings                                                         |  | $ | 1,025,773
|Costs incurred                                                   |  |   | 206,247  
|                                                                 |  |   |          
|Billings in excess of costs, uncompleted software contracts      |  | $ | 819,526  
|                                                                 |  |   |          



Note 7. Net Income (Loss) per Share



Basic net income (loss) per share is based on the weighted
effect of all common shares issued and outstanding and is calculated by dividing net income (loss) available to common shareholders by the weighted average shares outstanding during the period. Diluted income (loss) reflects the potential dilution
from common stock options.



Below is the calculation of basic
and diluted income (loss) per share for the periods indicated:



|                                                       |  |                              |           |      |   |           |  
|------------------------------------------------------ |  | ---------------------------- | --------- | ---- | - | --------- | -
|                                                       |  | Three Months Ended March 31, |          
|                                                       |  | 2005                         |           | 2004 |  
|Net income (loss) available to common shareholders     |  | $                            | 28,764    |      | $ | (266,115  | )
|                                                       |  |                              |           |      |   |           |  
|Weighted average shares outstanding  basic            |  |                              | 7,206,598 |      |   | 7,206,598 |  
|Effect of dilutive options                             |  |                              | 125,430   |      |   |          |  
|                                                       |  |                              |           |      |   |           |  
|Weighted average shares outstanding  diluted          |  |                              | 7,332,028 |      |   | 7,206,598 |  
|                                                       |  |                              |           |      |   |           |  
|Net income (loss) per common share  basic and diluted |  | $                            | .00       |      | $ | (.04      | )
|                                                       |  |                              |           |      |   |           |  



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2005



|                                              |  |                             |           |      |   |          
|--------------------------------------------- |  | --------------------------- | --------- | ---- | - | ---------
|                                              |  | Nine Months Ended March 31,
|                                              |  | 2005                        |           | 2004
|Net loss available to common shareholders     |  | $                           | (40,932)  |      | $ | (351,418)
|                                              |  |                             |           |      |   |          
|Weighted average shares outstanding  basic   |  |                             | 7,206,598 |      |   | 7,206,598
|Effect of dilutive options                    |  |                             |          |      |   |         
|                                              |  |                             |           |      |   |          
|Weighted average shares outstanding  diluted |  |                             | 7,206,598 |      |   | 7,206,598
|                                              |  |                             |           |      |   |          
|Net loss per common share  basic and diluted |  | $                           | (.00)     |      | $ | (.05)    
|                                              |  |                             |           |      |   |          



Options to purchase
5,668,250 shares of our common stock with exercise prices ranging from $0.13 to $12.50 per share were outstanding at March 31, 2005, which expire on various future dates through 2015. During the three months ended March 31, 2005, options to purchase
5,095,583 shares of common stock with exercise prices greater than the average fair market value of our stock of $.37, were not included in the calculation of EPS because they were anti-dilutive. During the nine months ended March 31, 2005 options
to purchase 5,668,250 shares of common stock were not included in the calculation of EPS because they were anti-dilutive, During the three and nine months ended March 31, 2004 options to purchase 5,693,250 shares of common stock, representing all
outstanding options, were not included in the computation of diluted EPS because they were anti-dilutive.



Note 8. Segment Reporting



We operate with two business divisions, consulting services and software, which comprise our segments. We have prepared operating segment information in accordance with SFAS No. 131 Disclosures About Segments of an Enterprise and
Related Information to report components that are evaluated regularly by our decision making group in deciding how to allocate assets and resources and in assessing performance.



The segment results reflect an allocation of operating expenses consistent with the basis and manner in which we internally
disaggregate financial information for the purpose of assisting in making internal operating decisions. We do not evaluate performance based on return on assets at the segment level and do not identify or allocate our assets by operating segments.
As such, segment asset information is not disclosed. Information on segments and a reconciliation to the operating profit (loss) and operating profit (loss) before other income (expense) for the three and nine months ended March 31, 2005 and 2004 is
as follows:



|                                   |  |                    |           |          |   |          |       |  |   |           |  
|---------------------------------- |  | ------------------ | --------- | -------- | - | -------- | ----- |  | - | --------- | -
|                                   |  | ConsultingServices |           | Software |   |          | Total | 
|Three months ended March 31, 2005: |  |                    |           |          |   |          |       |  |   |           |  
|Revenues                           |  | $                  | 1,825,843 |          | $ | 341,668  |       |  | $ | 2,167,511 |  
|Cost of revenues                   |  |                    | 636,273   |          |   | 291,503  |       |  |   | 927,776   |  
|Allocated operating expenses       |  |                    | 833,139   |          |   | 351,612  |       |  |   | 1,184,751 |  
|                                   |  |                    |           |          |   |          |       |  |   |           |  
|Operating profit (loss)            |  | $                  | 356,431   |          | $ | (301,447 | )     |  | $ | 54,984    |  
|                                   |  |                    |           |          |   |          |       |  |   |           |  
|Three months ended March 31, 2004: |  |                    |           |          |   |          |       |  |   |           |  
|Revenues                           |  | $                  | 1,751,600 |          | $ | 275,824  |       |  | $ | 2,027,424 |  
|Cost of revenues                   |  |                    | 630,069   |          |   | 717,762  |       |  |   | 1,347,831 |  
|Allocated operating expenses       |  |                    | 444,557   |          |   | 236,989  |       |  |   | 681,546   |  
|                                   |  |                    |           |          |   |          |       |  |   |           |  
|Operating profit (loss)            |  | $                  | 676,974   |          | $ | (678,927 | )     |  | $ | (1,953    | )
|                                   |  |                    |           |          |   |          |       |  |   |           |  



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March 31, 2005



|                                  |  |                    |           |          |   |            |       |  |   |           |  
|--------------------------------- |  | ------------------ | --------- | -------- | - | ---------- | ----- |  | - | --------- | -
|                                  |  | ConsultingServices |           | Software |   |            | Total | 
|Nine months ended March 31, 2005: |  |                    |           |          |   |            |       |  |   |           |  
|Revenues                          |  | $                  | 5,227,843 |          | $ | 428,639    |       |  | $ | 5,656,482 |  
|Cost of revenues                  |  |                    | 1,826,603 |          |   | 1,014,016  |       |  |   | 2,840,619 |  
|Allocated operating expenses      |  |                    | 1,990,397 |          |   | 991,802    |       |  |   | 2,982,199 |  
|                                  |  |                    |           |          |   |            |       |  |   |           |  
|Operating profit (loss)           |  | $                  | 1,410,843 |          | $ | (1,577,179 | )     |  | $ | (166,336  | )
|                                  |  |                    |           |          |   |            |       |  |   |           |  
|Nine months ended March 31, 2004: |  |                    |           |          |   |            |       |  |   |           |  
|Revenues                          |  | $                  | 5,605,400 |          | $ | 326,522    |       |  | $ | 5,931,922 |  
|Cost of revenues                  |  |                    | 1,932,328 |          |   | 1,276,187  |       |  |   | 3,208,515 |  
|Allocated operating expenses      |  |                    | 1,492,641 |          |   | 813,105    |       |  |   | 2,305,746 |  
|                                  |  |                    |           |          |   |            |       |  |   |           |  
|Operating profit (loss)           |  | $                  | 2,180,431 |          | $ | (1,762,770 | )     |  | $ | 417,661   |  
|                                  |  |                    |           |          |   |            |       |  |   |           |  



Note 9. Income Taxes



We record a valuation allowance to reduce our deferred tax
assets to the amount that we believe is more likely than not to be realized pursuant to SFAS No. 109, Accounting for Income Taxes. In evaluating our ability to recover our deferred tax assets, we consider all available positive and
negative evidence which is, in part, based upon our estimate of current and future taxable income. In determining future taxable income, we are responsible for assumptions that require significant judgment. In performing our analysis of the
realizability of our deferred tax assets, we considered our progress against the planned forecast of operating results for fiscal 2005, including the impact of the loss for the nine months ended March 31, 2005.



During the three months ended March 31, 2005, we recorded an income tax
provision of $44,000 as a result of applying an estimated annual effective tax rate of 61% to the net income for the period. During the nine months ended March 31, 2005, we recorded an income tax benefit of $65,000 as a result of applying an
estimated annual effective tax rate of 61% to the net loss for the period. The estimated annual effective tax rate is higher than the statutory rate primarily as a result of (a) estimated permanent differences and (b) an increase in the valuation
allowance associated with alternative minimum tax (AMT) credits for the fiscal year ended June 30, 2005. The AMT credits were primarily generated from approximately $1,700,000 in taxable income as a result of the debt restructuring. The
remaining amount of the debt restructuring of $5,969,000 will be reduced by certain tax attributes and will be excluded from taxable income pursuant to the Internal Revenue Code and related regulations.



Note 10. Stock Repurchase/ Long-Term Debt



In September 1996, we entered into a Stock Purchase and Settlement and
Release Agreement (the Stock Purchase Agreement) with two of our shareholders (the Note Holders). In connection with the Stock Purchase Agreement, we incurred debt in the form of unsecured promissory notes bearing interest at
a rate of 10% per annum. As of June 30, 2004, the outstanding principal amount of debt and accrued interest was $11,969,000. In addition, the principal amount of the notes could have increased by an additional $4,856,000 if certain contingencies
were met. All payments pursuant to the Stock Purchase Agreement and the notes were subject to our ability to meet certain financial tests, including tests provided under applicable law. Because of our financial condition, we were not required to
make payments under the notes in September 2003, 2002 and 2001 and, based upon our shareholders deficit balance at June 30, 2004, and our current sources of revenues, we did not expect that we would be obligated to make a payment of principal
or interest for the foreseeable future. Although our failure to make payments under the notes in such circumstances did not constitute an event of default, the unpaid interest on the notes was added to the outstanding principal, which continued to
accrue interest.



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VENTURE CATALYST INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2005



On July 19, 2004, we entered into an agreement with the Note Holders to restructure our principal
indebtedness (the Restructuring Agreement). Pursuant to the terms of the Restructuring Agreement, our aggregate outstanding debt was reduced from $11,969,000 to $4,300,000. Under the Restructuring Agreement, the Note Holders exchanged
all the outstanding notes for new non-interest bearing promissory notes in the aggregate principal amount of $4,200,000 and $100,000 in additional obligations. The principal due under the new notes was paid in two installments, one in July 2004 and
one in September 2004. As of March 31, 2005, no further payments were due under the new notes.



The original notes were recorded as additional consideration when issued pursuant to the Stock Purchase Agreement and were recorded as a reduction to shareholders equity at the time of issuance. In July 2004, we
reduced the carrying amount of the debt by $7,669,000, the amount of the aggregate debt reduction under the terms of the Restructuring Agreement, which was recorded as an increase to our shareholders equity through an increase to our
additional-paid-in capital account.



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



Overview



We are a
provider of consulting services and technology in the gaming and hospitality industry. We operate two business divisions: consulting services and software. Our consulting services division offers comprehensive gaming and hospitality consulting
services and our software division is dedicated to the ongoing product and business development of Mariposa, a fully-integrated customer relationship management (CRM), marketing and business intelligence software system for the gaming
and hospitality industry. As used in this Report, the terms we, us, our and VCAT refer to Venture Catalyst Incorporated. This Report should be read in conjunction with Managements Discussion and
Analysis or Plan of Operation set forth in our Annual Report on Form 10-KSB for the year ended June 30, 2004 (fiscal 2004).



Our Consulting Services Division



As of March 31, 2005, we had two clients in our consulting services division, the Barona Group of Capitan Grande Band of Mission Indians (the Barona
Tribe) and the Buena Vista Rancheria of Me-Wuk Indians (the Buena Vista Tribe), both of which are federally recognized, sovereign Native American tribes. Our consulting fees resulting from our consulting services to the Barona
Tribe are VCATs principal source of revenues and liquidity. We have provided services to the Barona Tribe since 1991. From April 1996 through March 2004, we provided consulting services to the Barona Tribe pursuant to an Amended and Restated
Consulting Agreement dated April 29, 1996, as modified on February 17, 1998 (the 1996 Consulting Agreement). The 1996 Consulting Agreement expired on March 31, 2004.



Under the 1996 Consulting Agreement, the amount, if any, that we were paid by the Barona Tribe for services rendered was
determined using a formula that included a complex series of calculations that took into account (a) the monthly gross revenues of the Barona Valley Ranch; (b) the monthly cash and non-cash expenses (and capitalized interest of the Barona Tribe
related to its operations during the development project); (c) the funds that the Barona Tribe draws from the gross revenues of the Barona Valley Ranch for the month; and (d) certain adjustments related to deferred consulting fees or distributions
to the Barona Tribe from prior months.



On May 25, 2004, we
entered into an amendment and extension (Modification No. 2) to the 1996 Consulting Agreement. Modification No. 2 was effective April 1, 2004. Under Modification No. 2, we are paid a fixed monthly fee of $575,000 for consulting services
rendered to the Barona Tribe, with an annual cost of living adjustment not to exceed 5%. Fees under the agreement will continue to be subordinated to the terms of the Subordination Agreement relating to the Barona Tribes loan agreement with
Wells Fargo Bank, N.A., which was used to develop the Barona Valley Ranch. Unless otherwise referenced herein, the 1996 Consulting Agreement, as amended by Modification No. 2, shall hereinafter be referred to as the 2004 Consulting
Agreement. The term of the 2004 Consulting Agreement is five years, with the Barona Tribe having the right to negotiate an additional five year extension and a right to terminate after giving nine months notice.



In connection with Modification No. 2, the Barona Tribe and VCAT
unconditionally released each other from all claims or liabilities resulting from the 1996 Consulting Agreement, including the approximate $3.7 million liability previously listed on VCATs financial statements as advances of future
consulting fees. Modification No. 2 also reaffirmed certain license and profit-sharing rights to our Mariposa software that we had previously granted to the Barona Tribe, which are described in more detail below



In connection with a $200,000,000 loan obtained by the Barona Tribe, we
entered into a Subordination Agreement in July 2001. In October 2004, we reaffirmed the Subordination Agreement in connection with an amendment to the related loan documents (as reaffirmed, the Subordination Agreement). The Subordination
Agreement limits the Barona Tribes ability to make payments to us if the debt coverage ratios set forth in the permanent financing loan agreement (the Loan Agreement) are not met. No payments may be made if there is a default under
the terms of the Loan Agreement that has not been cured or waived. As of March 31, 2005, we are



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not aware of a default by the Barona Tribe of any of the terms of the Loan Agreement or a failure on the part of the Barona Tribe to meet the debt coverage
ratios set forth in the Loan Agreement. Our consulting fees under the 2004 Consulting Agreement are still subject to the Subordination Agreement.



During the three and nine months ended March 31, 2005 we earned consulting fees in connection with the performance of services for the Barona Tribe,
pursuant to the 2004 Consulting Agreement. We did not earn any consulting fees pursuant to the formula under the 1996 Consulting Agreement during the three and nine months ended March 31, 2004. However, during the three and nine months ended March
31, 2004, we earned good faith consulting fees in connection with the performance of consulting services for the Barona Tribe. The fees were voluntarily paid to us by the Barona Tribe as a sign of their good faith in the negotiations
relating to the restructuring and extension of the 1996 Consulting Agreement.



On January 31, 2005 (the Effective Date) we entered into a Business Advisory Agreement (the Advisory Agreement) with the Buena Vista Tribe. Under the terms of the Advisory Agreement, we will
provide business advisory services to the Buena Vista Tribe in connection with the establishment and operation of a gaming operation on the Buena Vista Tribes reservation located near Ione, in Northern California. Under the Advisory Agreement,
the Buena Vista Tribe will pay us a monthly flat fee of (a) $50,000 per month from the Effective Date until groundbreaking on the Tribes casino; (b) $100,000 per month from groundbreaking until six months prior to the planned opening of the
casino; and (c) $250,000 per month from six months prior to the planned opening of the casino until six months after the opening of the casino. The Advisory Agreement shall commence on the Effective Date and will end on the six month anniversary of
the opening of the Buena Vista Tribes casino; provided, said term may be extended upon the mutual written agreement of the parties, but in no event will the term of the Advisory Agreement exceed six years and eleven months. The Buena Vista
Tribe may terminate the Advisory Agreement at any time by providing us with sixty days written notice.



Additionally, pursuant to the terms of the Advisory Agreement, we may enter into a Mariposa license agreement with the Buena Vista Tribe approximately six
months prior to the opening of the Buena Vista Tribes casino, which is not expected to occur until the fiscal year ended June 30, 2007.



In connection with the Advisory Agreement, we have offered to the Barona Tribe an opportunity to assist us in connection with the Advisory Agreement by
allowing us to utilize some of the Barona Valley Ranch personnel in performing the services under the Advisory Agreement in exchange for a fee equal to 171/2percent of the fees received by us pursuant to the Advisory Agreement. If agreed to by the Barona Tribe, we believe that we will be better positioned to provide a wider scope of services to the Buena
Vista Tribe with a reduced number of added resources and costs.



Our Software Division



During fiscal 2002, we
completed development of the initial version of a fully-integrated CRM, marketing and business intelligence software system for the gaming and hospitality industry which is marketed under the name Mariposa. Mariposa consists of a suite
of functionally distinct applications, each designed to address a specific set of requirements within the gaming and hospitality industry. The applications may be licensed and deployed as an integrated solution or individually, depending upon the
customers needs and financial resources. We have made, and may continue to make, material organizational changes, including adding staff, to cultivate qualified sales leads and to install, support and continue development of Mariposa and/or
related software products. This may involve material increases to our expenses and additional capital. At this time, we are uncertain whether we will be able to generate enough revenue to absorb the additional expenses.



In January 2003, as a sign of our good faith intentions in our
discussions to restructure and extend our business relationship with the Barona Tribe and in return for use of the Barona Tribes gaming operations as a testing and marketing platform for Mariposa, we delivered a letter dated January 15, 2003
to the Barona Tribe, under which we:



| |  |  | granted to the Barona Tribe a perpetual, royalty-free, non-exclusive and non-transferable license to use Mariposa at the Barona Valley Ranch including all upgrades, maintenance and
support;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | entered into a profit sharing arrangement with the Barona Tribe, whereby, so long as we have a consulting agreement in place with the Barona Tribe, we will share a percentage of any
net profits generated by Mariposa on a quarterly basis, starting January 1, 2003, based on the following sliding scale:
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 25% percent of the first $250,000 of the net profits per quarter;
| | - |  | -----------------------------------------------------------------



| |  |  | 30% percent of the second $250,000 of the net profits per quarter;
| | - |  | ------------------------------------------------------------------



| |  |  | 35% percent of the net profits in excess of $500,000 per quarter; and
| | - |  | ---------------------------------------------------------------------



| |  |  | agreed never to provide Mariposa or future related software products developed by us to any Native American tribe in San Diego County or within sixty-five miles of the Barona Valley
Ranch.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



As of March 31, 2005, we had 5
uncompleted software contracts that we had entered into that, if completed, will result in aggregate revenues of $2,445,000 in our software division, exclusive of any potential support fees which could be generated subsequent to their completion.
There can be no assurance that we will complete all of the contracts or, that if all of the contracts are completed, that they will be completed pursuant to existing terms. We expect to incur significant costs to complete each of the software
contracts but the amount of costs cannot be reasonably estimated at this time as a result of the varying third-party software systems used at gaming properties which integrate with our system. However, we believe that the costs will be less than the
revenues to be recognized under each of the software contracts.



Historically, the majority of our software development, support, and installation and integration services (software services) were performed by a third-party service firm. As of December 31, 2004, we completed the process of
transitioning all software services from a third-party service firm to internal engineering resources. In connection with the transition, in August 2004, we reached an agreement with our third-party service firm which enabled us to hire four of
their engineers for a fee of $117,000. In connection with this agreement, we mutually agreed to allow our agreement for software services to expire on December 31, 2004.



Debt Restructuring



On July 19, 2004, we entered into an agreement to restructure our principal indebtedness (the Restructuring Agreement). Pursuant to the terms
of the Restructuring Agreement, our aggregate outstanding debt was reduced from $11,969,000 to $4,300,000. The principal due under the new notes was paid in two installments, one in July 2004 and one in September 2004. As of March 31, 2005, no
further payments are due under the notes and our long-term debt balance was zero. For further information relating to the restructuring, see the discussion below under the caption Liquidity and Capital Resources.



Critical Accounting Policies



Our discussion and analysis of our financial condition and results of
operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments
that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses for each period. Critical accounting policies are
defined as policies that management believes are (a) the most important to the portrayal of our financial condition and results of operations; and (b) that require our most difficult, subjective or complex judgments, often as a result of the need to
make estimates about the effects of matters that are inherently uncertain.



We believe that revenue recognition and accounting for deferred income taxes are the most critical accounting policies that impact our financial statements.



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Revenue Recognition-Consulting Services Division.



In accordance with the governing revenue recognition guidelines, revenue for
consulting and advisory services is recognized when the services are rendered, provided all of the following criteria are met:



| |  |  | persuasive evidence of an arrangement exists;
| | - |  | ---------------------------------------------



| |  |  | services have been rendered;
| | - |  | ----------------------------



| |  |  | the fee is fixed or determinable; and
| | - |  | -------------------------------------



| |  |  | collectibility is reasonably assured.
| | - |  | -------------------------------------



Consulting service revenues from the Barona Tribe are recorded monthly, as earned, pursuant to the above referenced guidelines. In January 2003, we
granted the Barona Tribe a perpetual license to use Mariposa at the Barona Valley Ranch including maintenance and support services, described above. Accordingly, we allocate a portion of the monthly consulting fees from the Barona Tribe to our
software division, which are recorded monthly as earned. The allocation is based on the fair value of Mariposa support services, which was determined by the value of comparable services provided to other Mariposa clients



Advisory service revenues from the Buena Vista Tribe are recorded monthly as
earned, pursuant to the above referenced guidelines.



Revenue Recognition-Software Products and Related Services.



We expect to derive a portion of our revenues from licensing Mariposa and the sale of related professional services, including integration, installation and training (collectively, professional services)
and maintenance and support services (support services). Inherent in the software revenue recognition process are significant estimates and judgments which influence the timing and amount of revenues recognized.



In accordance with the governing revenue recognition guidelines, if the
arrangement between vendor and purchaser does not require significant production, modification or customization of software, revenue should be recognized when all of the following criteria are met:



| |  |  | persuasive evidence of an arrangement exists;
| | - |  | ---------------------------------------------



| |  |  | delivery has occurred;
| | - |  | ----------------------



| |  |  | the vendors fee is fixed or determinable; and
| | - |  | ----------------------------------------------



| |  |  | collectibility is probable.
| | - |  | ---------------------------



Our standard software contracts are multiple element arrangements that include both software products and professional services. The professional services
are essential to the functionality of the software products, which require significant modification to meet the customers purpose; therefore contract accounting is applied to both the software and professional service elements of the
arrangement. The final determination for revenue recognition policies and related accounting issues will be made based on the specific details of each software contract, which could result in the application of alternative revenue recognition
policies in the future.



Mariposa is a complex software system
that, in order to meet the customers functionality, must work in conjunction with the customers player tracking system and a number of other customer data systems. As a result of the difficulty in making dependable estimates, the
inherent risks associated with new technologies and customer acceptance rights, we are using the completed contract method and will recognize revenue and cost of



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revenues for each software contract at the time of completion of all elements of a multiple element arrangement. Provisions for contract adjustments and
losses are recorded in the period such items are identified.



Billings and costs related to our uncompleted software contracts are accumulated on the balance sheet. When accumulated costs exceed related billings to date, they are recorded as an asset called costs in excess of billings,
uncompleted software contracts. If billings to date exceed related costs incurred, a liability is recorded called billings in excess of costs, uncompleted software contracts. Contracts are segregated for purposes of recording
related assets and liabilities.



Services not included in our
software contracts are billed on a fixed fee or time and materials basis and revenues related to the additional services are recorded as services are provided.



Support services are provided pursuant to a separate contractual arrangement. Fees for support services are recognized ratably over the term of the
support period. Deferred revenues are recorded when billings for support services exceed revenues recognized to date.



Deferred Income Taxes.



We record a valuation allowance to reduce our deferred tax assets to the amount that we believe is more likely than not to be realized
pursuant to SFAS No. 109, Accounting for Income Taxes. In evaluating our ability to recover our deferred tax assets, we consider all available positive and negative evidence which is, in part, based upon our estimate of current and
future taxable income. In determining future taxable income, we are responsible for assumptions that require significant judgment. In performing our analysis of the realizability of our deferred tax assets, we considered our progress against the
planned forecast of operating results for fiscal 2005, including the impact of the loss for the nine months ended March 31, 2005.



During the nine months ended March 31, 2005, we increased our deferred tax assets by $65,000, as a result of applying our estimated annual effective tax
rate to the loss for the period. In connection with the debt restructuring discussed in greater detail under the caption Liquidity and Capital Resources, below, approximately $1,700,000 will be included in taxable income as a result of
the restructuring. The remaining amount of $5,969,000 will reduce certain tax attributes and be excluded from taxable income pursuant to the Internal Revenue Code and related regulations.



Results of Operations



Three Months Ended March 31, 2005 Compared with the Three Months Ended March 31, 2004.



Revenues



Revenues for the three months ended March 31, 2005 were $2,168,000 compared to $2,027,000 during the same period last year.



During the three months ended March 31, 2005, we earned $1,826,000 in
revenues from our consulting services division compared to $1,752,000 earned in the prior year period. During the three months ended March 31, 2005, we earned (a) $1,701,000 in fees for consulting services provided to the Barona Tribe; (b) $100,000
in revenues from advisory services provided to the Buena Vista Tribe; and (c) $25,000 in other revenues primarily resulting from out-of-pocket expenses rebilled to customers. During the three months ended March 31, 2004, we earned $1,752,000 in
consulting fees, resulting from three good faith payments from the Barona Tribe, for consulting services provided during the period.



During the three months ended March 31, 2005, we earned $342,000 in revenues from our software products and related services compared to $276,000 earned
in the prior year period. The revenues in the current year period resulted from (a) $300,000 in revenues from the completion of software contracts; (b) support fees of



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$37,000, and (c) $5,000 from out-of-pocket expenses rebilled to customers. In the prior year period, revenues consisted of (a) $250,000 from the completion
of a software contract, (b) $24,000 for software support services provided to the Barona Tribe, and (c) $2,000 from out-of-pocket expenses rebilled to customers.



Cost of Revenues



Cost of revenues for the three months ended March 31, 2005 were $928,000, compared to $1,348,000 during the three months
ended March 31, 2004.



Cost of revenues in our consulting
services division consists primarily of compensation and other personnel-related expenses, costs of services provided by third-party consultants and service providers, client relations expenses, travel and lodging expenses, out-of-pocket expenses
rebilled to customers, and other direct costs related to providing consulting services to the Barona Tribe and advisory services to the Buena Vista Tribe. The cost of revenues during the three months ended March 31, 2005 in the consulting services
division were $636,000 compared to $630,000 recorded during the same period last year. The slight increase was primarily the result of an increase of (a) $22,000 in compensation and other personnel related expenses, (b) $22,000 from out-of-pocket
expenses rebilled to customers, and (c) $15,000 for third-party consultants and other direct costs. The increase was offset by a decrease of (a) $29,000 in client relations expenses and (b) $24,000 in professional services.



The cost of revenues in our software division consist primarily of
compensation and other personnel-related expenses, costs for services provided by a third-party software development firm in connection with integration, installation and support services for our software products, losses on software contracts,
amortization of capitalized software costs and other direct costs related to our software products and related services. The cost of revenues in the software division during the three months ended March 31, 2005 decreased 59% to $292,000 from
$718,000 during the three months ended March 31, 2004. Costs during the current period decreased primarily as a result of decreases in (a) losses from software contracts of $195,000; (b) costs for a third-party development firm and compensation and
other personnel-related expenses of $163,000 incurred in connection with maintenance and support of our software products; (c) installation and integration costs of $40,000 recognized in connection with completed software contracts; and (d)
amortization of capitalized software costs of $32,000, which were fully-amortized as of March 31, 2004.



General Operating and Administrative Expenses



General and administrative expenses include costs associated with our finance, human resources, legal and other
administrative functions. These costs consist primarily of compensation and other personnel-related expenses, professional fees, facilities, depreciation, insurance costs and other general overhead and administrative costs. General operating and
administrative expenses increased 90% to $1,024,000 for the three months ended March 31, 2005, from $540,000 during the same period last year. The increase was primarily attributable to increases in (a) professional services of $399,000, primarily
comprised of legal fees and forensic consulting service providers in connection with the software related litigation; (b) facility and other related costs of $49,000 incurred primarily in connection with the opening of our new office in Las Vegas,
Nevada; (c) compensation and other personnel-related expenses of $48,000; and (d) shareholder communication expenses and other costs of $14,000. The increase was partially offset by a decrease in insurance expense of $26,000.



Sales and Marketing



Sales and marketing expenses consist primarily of compensation and other
personnel-related expenses, costs of marketing programs, including trade shows and advertising, and travel and lodging expenses in connection with sales efforts. Sales and marketing expenses during the three months ended March 31, 2005, increased 7%
to $137,000 from $128,000 during the same period last year. The increase was primarily a result of an increase in (a) tradeshow costs and related marketing expenses of $12,000 and (b) compensation and other personnel-related expenses of $8,000 from
business development efforts. The increase was partially offset by a decrease in other expenses related to sales efforts of $11,000.



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Research and Development



Research and development expenses consist primarily of compensation and other
personnel-related expenses and equipment and software used in the development of our software products. To date, other than $247,000 in capitalized costs during fiscal 2002, all costs related to the development of Mariposa have been expensed as
incurred.



During the three months ended March 31, 2005
research and development expenses were $23,000 compared to $13,000 in the same period last year. The increase was a result of the increase in compensation and other personnel related costs of $16,000, partially offset by a decrease in (a) costs of
$3,000 for a third-party service firm incurred in connection with research and development and (b) other costs related to research and development of $3,000. Expenses related to ongoing product enhancements and improvements of Mariposa since the
completion of the initial applications are being recorded as maintenance and support and are included in cost of revenues.



Other Income and Expense



For the three months ended March 31, 2005, interest income increased to $18,000 compared to $14,000 for the same period last year, primarily as a result
of an increase in interest rates. Interest expense decreased to $0 during the three months ended March 31, 2005, from $278,000 in the prior year period, as a result of the debt restructuring agreement in July 2004 discussed in greater detail under
the caption Liquidity and Capital Resources, below.



Income Tax Provision



We
recorded an income tax provision of $44,000 during the three months ended March 31, 2005, as a result of applying our estimated annual effective tax rate to the income recorded in the period. We did not record an income tax benefit in the prior year
period as a valuation allowance was recorded to fully offset the income tax benefit resulting from the loss incurred in the period.



Nine Months Ended March 31, 2005 Compared with the Nine Months Ended March 31, 2004.



Revenues



Revenues for the nine months ended March 31, 2005 were $5,656,000, compared to $5,932,000 during the same period last year.



During the nine months ended March 31, 2005, we earned $5,228,000 in revenues
from our consulting services division compared to $5,605,000 earned in the prior year period. During the nine months ended March 31, 2005, we earned (a) $5,103,000 in fees for consulting services provided to the Barona Tribe; (b) $100,000 in
revenues from advisory services provided to the Buena Vista Tribe; and (c) $25,000 in other revenues primarily resulting from out-of-pocket expenses rebilled to customers. During the nine months ended March 31, 2004, we earned $5,605,000 in
consulting fees, resulting from nine good faith payments from the Barona Tribe, for consulting services provided during the period.



During the nine months ended March 31, 2005, we earned $429,000 in revenues from our software products and related services compared to $327,000 earned in
the prior year period. The revenues in the current year period resulted from (a) $300,000 in revenues from the completion of software contracts; (b) support fees of $110,000, and (c) $19,000 from out-of-pocket expenses rebilled to customers. In the
prior year period, revenues consisted of (a) $250,000 from the completion of a software contract, (b) $72,000 for software support services provided to the Barona Tribe, and (c) $5,000 from out-of-pocket expenses rebilled to customers.



Cost of Revenues



Cost of revenues for the nine months ended March 31, 2005 were $2,841,000,
compared to $3,209,000 during the nine months ended March 31, 2004.



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Cost of revenues in our consulting services division consists primarily of compensation and other
personnel-related expenses, costs of services provided by third-party consultants and service providers, client relations expenses, travel and lodging expenses, out-of-pocket expenses rebilled to customers, and other direct costs related to
providing consulting services to the Barona Tribe and advisory services to the Buena Vista Tribe. The cost of revenues during the nine months ended March 31, 2005 in the consulting services division were $1,827,000, a decrease of 5% compared to
$1,932,000 recorded during the same period last year. The decrease was primarily the result of a decrease of (a) $104,000 in client relations expenses, (b) $73,000 in professional services, and (c) $46,000 in political and charitable contributions
and other direct costs in our consulting services division. The decrease was partially offset by an increase of (a) $86,000 for third-party consultants, (b) $22,000 from out-of-pocket expenses rebilled to customers, and (c) $10,000 for compensation
and other personnel related expenses.



The cost of revenues in
our software division consist primarily of compensation and other personnel-related expenses, costs for services provided by a third-party software development firm in connection with integration, installation and support services for our software
products, losses on software contracts, amortization of capitalized software costs and other direct costs related to our software products and related services. The cost of revenues in the software division during the nine months ended March 31,
2005 decreased 20% to $1,014,000 from $1,276,000 during the nine months ended March 31, 2004. Costs during the current period decreased primarily as a result of decreases in (a) losses from software contracts of $237,000; (b) costs of $164,000 for a
third-party development firm in the prior year period in connection with maintenance and support services for our software products; (c) amortization of capitalized software costs of $95,000, which were fully-amortized as of March 31, 2004; and (d)
installation and integration costs of $40,000 recognized in connection with completed contracts. The decrease was partially offset by a one-time fee of $117,000 paid to a third-party development firm in August 2004, in connection with an agreement
allowing us to hire four of their engineers, and an increase in: (a) compensation and other personnel-related expenses of $75,000; (b) $53,000 in professional services; (c) $15,000 for out-of-pocket expenses rebilled to customers; and (d) other
direct costs related to our software products and related services of $12,000.



General Operating and Administrative Expenses



General and administrative expenses include costs associated with our finance, human resources, legal and other
administrative functions. These costs consist primarily of compensation and other personnel-related expenses, professional fees, facilities, depreciation, insurance costs and other general overhead and administrative costs. General operating and
administrative expenses increased 34% to $2,424,000 for the nine months ended March 31, 2005, from $1,809,000 during the same period last year. The increase was primarily attributable to an increase in (a) professional services of $550,000,
primarily comprised of legal fees and forensic consulting service providers, in connection with the software related litigation, (b) facility and other related costs of $132,000 incurred primarily in connection with the opening of our new office in
Las Vegas, Nevada, and (c) compensation and other personnel-related expenses of $42,000. The increase was partially offset by a decrease in insurance expense of $108,000.



Sales and Marketing



Sales and marketing expenses consist primarily of compensation and other personnel-related expenses, costs of marketing
programs, including trade shows and advertising, and travel and lodging expenses in connection with sales efforts. Sales and marketing expenses during the nine months ended March 31, 2005, increased 11% to $509,000 from $458,000 during the same
period last year. The increase was primarily a result of an increase in (a) compensation and other personnel-related expenses of $60,000 and (b) professional service expenses of $34,000, primarily related to website development and marketing
efforts. The increase was partially offset by a decrease in (a) $32,000 in expenses related to sales efforts, primarily travel and lodging and business meals and entertainment, and (b) $11,000 for marketing programs, including advertising and trade
shows and related expenses.



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Research and Development



Research and development expenses consist primarily of costs of services
provided by a third-party software development firm engaged by us in connection with the development of our software products, compensation and other personnel-related expenses for internal engineering personnel and equipment and software used in
the development of our software products. To date, other than $247,000 in capitalized costs during fiscal 2002, all costs related to the development of Mariposa have been expensed as incurred.



During the nine months ended March 31, 2005, research and development
expenses increased 24% to $48,000, from $39,000 during the same period last year. The increase was a result of the increase in compensation and other personnel related costs of $21,000, partially offset by a decrease in (a) costs of $9,000 for a
third-party service firm incurred in connection with research and development and (b) other costs related to research and development of $2,000. Expenses related to ongoing product enhancements and improvements of Mariposa since the completion of
the initial applications are being recorded as maintenance and support and are included in cost of revenues.



Other Income and Expense



For the nine months ended March 31, 2005, interest income increased slightly to $44,000 compared to $42,000 for the same period last year. Interest
expense decreased to $0 during the nine months ended March 31, 2005, from $811,000 in the prior year period, as a result of the debt restructuring agreement in July 2004 discussed in greater detail under the caption Liquidity and Capital
Resources, below.



Income Tax Benefit



We recorded an income tax benefit of $65,000 during the
nine months ended March 31, 2005, as a result of applying our estimated annual effective tax rate to the loss recorded in the period. We did not record an income tax benefit in the prior year period as a valuation allowance was recorded to fully
offset the income tax benefit resulting from the loss incurred in the period.



Liquidity and Capital Resources



Our principal
sources of liquidity at March 31, 2005 to fund ongoing operations are cash provided from operations and unrestricted cash and cash equivalents of $3,622,000. During the nine months ended March 31, 2005, our cash position decreased by $4,403,000 from
the June 30, 2004 balance of $8,025,000. This decrease was a result of cash used in financing activities of $4,300,000, cash used in investing activities of $258,000, partially offset by cash provided by operating activities of $155,000.



Cash used in financing activities of $4,300,000 resulted from the payments
related to the restructured notes discussed in greater detail below. Cash used in investing activities of $258,000 resulted from the purchase of fixed assets of $215,000, primarily in connection with the opening of our new office in Las Vegas,
Nevada in September 2004, and the issuance of a letter of credit of $43,000, pursuant to the new office lease terms. The cash provided by operating activities of $155,000 resulted primarily from revenues received from the Barona Tribe and the Buena
Vista Tribe and payments received from clients pursuant to software contracts in excess of payments for operating expenses and operating liabilities.



Subject to the terms of the Subordination Agreement, we expect to continue to receive monthly consulting fee payments of $575,000, subject to an annual
cost-of-living adjustment, from the Barona Tribe through the end of the term of the 2004 Consulting Agreement in March 2009. We expect to incur costs related to providing services to the Barona Tribe during the next twelve months at levels
approximate to the levels being incurred currently. Unless earlier terminated, we expect to continue to receive monthly payments from the Buena Vista Tribe, pursuant to the terms of the Advisory Agreement, for the remainder of the term, which we
believe will be at least 24 months. We expect to incur added costs in our consulting services division related to providing services to the Buena Vista Tribe during the next twelve months, and thereafter, at increasing levels during the course of
the agreement.



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Over the next twelve months, we expect to receive up to $1,611,000 in additional payments from clients in
our software division pursuant to uncompleted software contracts which we have entered into. There can be no assurance that all of the contracts will be completed and that all remaining payments will be made to us or, that if all contracts are
completed, that they will be completed pursuant to existing terms. Although we expect to incur significant costs to complete the software contracts the amount of costs cannot be estimated at this time. However, we expect the aggregate costs to be
incurred to be less than revenues to be earned.



In
September 1996, we entered into a Stock Purchase and Settlement and Release Agreement (the Stock Purchase Agreement) with two of our shareholders (the Note Holders). In connection with the Stock Purchase Agreement, we
incurred debt in the form of unsecured promissory notes bearing interest at a rate of 10% per annum. As of June 30, 2004, the outstanding principal amount of debt and accrued interest was $11,969,000. In addition, the principal amount of the notes
could have increased by an additional $4,856,000 if certain contingencies were met. All payments pursuant to the Stock Purchase Agreement and the notes were subject to our ability to meet certain financial tests, including tests provided under
applicable law. Because of our financial condition, we were not required to make payments under the notes in September 2003, 2002 and 2001 and, based upon our shareholders deficit balance at June 30, 2004 and current sources of revenues, we
did not expect that we would be obligated to make a payment of principal or interest for the foreseeable future. Although our failure to make payments under the notes in such circumstances did not constitute an event of default, the unpaid interest
on the notes was added to the outstanding principal, which continued to accrue interest.



On July 19, 2004, we entered into a Restructuring Agreement with the Note Holders to restructure our principal indebtedness. Pursuant to the terms of the Restructuring Agreement, our aggregate outstanding debt was
reduced from $11,969,000 to $4,300,000. Under the Restructuring Agreement, the Note Holders exchanged all the outstanding notes for new promissory notes in the aggregate principal amount of $4,200,000 and $100,000 in additional obligations. The
principal due under the new notes was paid in two installments, one in July 2004 and one in September 2004. As of March 31, 2005, no further payments are due under the notes. The new notes did not bear interest.



In January 2005, we filed suit against multiple parties for breach of
contract, trade secret misappropriation, unfair business practices, copyright infringement and other related claims, each relating to Mariposa. Although the amount is not determinable at this time, such litigation has resulted in substantial costs
and a diversion of resources and could continue to result in substantial costs and a diversion of resources that could have a material adverse effect on our business, operating results, and financial condition. For a further discussion of the
lawsuit, see Part II, Item 1. Legal Proceedings, herein.



As of March 31, 2005, our cash and cash equivalents were approximately $3,622,000. We believe our cash and cash equivalents, together with cash provided from operations, will be sufficient to meet our working capital and capital expenditure
requirements for at least the next twelve months; however, there can be no assurance that we will not be required to seek other financing sooner or that such financing, if required, will be available on terms satisfactory to us.



Factors That May Affect Future Results



Risks Related to our Financial Condition



We have limited resources to grow our business.



Our cash and cash equivalents were $3,622,000 as of March 31, 2005. Our
limited cash and cash equivalent reserves may limit our ability to pursue other business opportunities unless we obtain additional funds from operations or from other sources. If we are unable to pursue or exploit future business opportunities, it
could have an adverse effect on the growth of our business.



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Risks Related to our Consulting Agreement and Business Concentration with the Barona Tribe



Our revenues are currently substantially dependent
upon one client, the Barona Tribe.



We have historically
derived substantially all of our revenue from providing consulting services to the Barona Tribe. Loss of the Barona Tribe as a client, or a material reduction in the fees we earn from the Barona Tribe, would have a material adverse effect on our
business and may result in our inability to continue to operate the business.



We have entered into subordination agreements that, under certain circumstances, may preclude the Barona Tribe from making payments to us for consulting services.



Our right to receive fees from the Barona Tribe is subordinated to certain
senior debt of the Barona Tribe. In connection with two of the Barona Tribes financings, we entered into agreements pursuant to which the Barona Tribe under the applicable financing documents shall pay no fees to us if there is a default. In
addition, one of those agreements also limits the Barona Tribes ability to make payments to us if the debt coverage ratios set forth in the loan agreement are not met. Moderate or severe economic downturns or adverse conditions, nationally and
especially in Southern California, may negatively affect the Barona Valley Ranchs operations which may result in the Barona Tribe being precluded from making payments to us. If, as a result of negative economic or other adverse conditions, the
Barona Tribe is precluded from making payments to us, we will still be obligated to provide services to the Barona Tribe under the agreement and, in connection with providing such services, it is possible that we will deplete our cash and cash
equivalents. If that should occur, and we are not able to generate alternative sources of revenues to finance our operations, we may not be able to continue to operate our business.



Approval of the Consulting Agreement by appropriate regulatory authorities is still pending.



In March 1999, the National Indian Gaming Commission (the NIGC)
commenced a preliminary review of our relationship with the Barona Tribe, including a review of the 1996 Consulting Agreement. Such review is still pending. In addition, the NIGC, and the Bureau of Indian Affairs (the BIA), if necessary,
have not yet approved the 2004 Consulting Agreement. If the 2004 Consulting Agreement is not approved or is significantly modified by regulatory authorities to our detriment, or if the review by the NIGC of our relationship with the Barona Tribe is
adverse to us, such action(s) could have a material adverse effect on our business and financial condition. In addition, the regulatory review could result in our being required to pay fines or incur additional expenses, all of which could have a
material adverse effect on our business and financial condition.



There has been an increase in competition in the San Diego market.



The recent expansion of gaming activities in California has resulted in experienced gaming companies negotiating or entering into contracts with Native American tribes in California. There has been an increase in the
number of Native American casinos open and operating in the San Diego marketplace and there are additional casinos that will be opening, or that are attempting to open, in this area, all of which may be competing for the same customers. This
increased competition could reduce the profit levels achieved at the Barona Valley Ranch. In addition, changes in California law (including by ballot initiatives) which would have the effect of expanding gaming operations by persons other than
Native American tribes could result in even more competition. Under the terms of the 2004 Consulting Agreement, if unforeseen circumstances or factors beyond the control of the Barona Tribe or us result in a significant reduction in the financial
viability or profitability of the Barona Valley Ranch, we may be required to renegotiate our arrangement with the Barona Tribe or, if such adverse circumstances persist over time, the Barona Tribe would have the right to terminate our engagement
with nine months notice or on terms to be mutually agreed upon in good faith by us and the Barona Tribe.



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Risks Related to Mariposa and our Software Business



We may not be able to compete in the CRM software market.



We compete in the highly competitive CRM software market. A principal
source of competition is the internal information technology departments at potential customers, which may develop systems that provide for some or all of the functionality of our software applications. Our products compete with products or
solutions offered by numerous competitors. Compared to us, many of these competitors have a longer operating history, greater name recognition, larger customer bases and significantly greater financial resources. This may place us at a disadvantage
in responding to our competitors pricing strategies, technological advances, advertising campaigns, strategic partnerships and other initiatives. Competitive pressures and our perceived viability in this market may make it difficult for us to
acquire and retain customers.



If we fail to keep pace with
technological innovation, improve our existing products, or develop new products, Mariposa could become obsolete.



The market for CRM software products is marked by rapid technological change, frequent new product introductions, uncertain product life cycles, changes
in client demands and evolving industry standards. If we are unable to market Mariposa on a timely and cost-effective basis, we may not generate significant revenues from the sale or license of our software products and services. In marketing
Mariposa, we may:



| |  |  | fail to respond to technological changes in a timely or cost-effective manner;
| | - |  | ------------------------------------------------------------------------------



| |  |  | encounter software products, capabilities or technologies developed by others that render Mariposa obsolete or noncompetitive or that shorten the life cycle of Mariposa;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | experience difficulties that could delay or prevent the successful development, introduction and marketing of Mariposa; or
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | fail to achieve market acceptance of Mariposa.
| | - |  | ----------------------------------------------



If our product does not operate with the wide variety of hardware, software and operating systems used by our current and potential customers, our
revenues would be harmed.



We currently market Mariposa to
a customer base that uses a wide variety of constantly changing hardware, software applications, operating and other systems. Mariposa will gain broad market acceptance only if it can support a wide variety of hardware, software applications,
systems and standards, including those developed in the future.



Mariposa could contain undetected errors or failures.



If we license Mariposa, it may contain undetected errors or failures. This may result in the loss of, or delay in, the market acceptance of Mariposa and could cause us to incur significant costs to correct errors or failures or to pay
damages suffered by customers as a result of such errors or failures.



Errors in Mariposa also may be caused by defects in third-party software incorporated into our software. If so, we may not be able to fix the defects without the cooperation of the software providers. Since these defects may not be as
significant to the software provider as they are to us, we may not receive the rapid cooperation that it requires. We may not have the contractual right to access the source code of third-party software and, even if we have the right to access the
source code, we may not be able to fix the defect. Our customers could seek significant compensation from us for their losses resulting from defects in our products. Even if unsuccessful, a product liability claim brought against us could be time
consuming and costly.



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If we are unable to protect our intellectual property or become subject to intellectual property
infringement claims, we may lose a valuable asset or incur costly and time-consuming litigation.



Our success depends in part on the development and protection of the proprietary aspects of our technology as well as our ability to operate without
infringing the proprietary rights of others. To protect our proprietary technology, we rely primarily upon the protections afforded under the trade secret, copyright, trademark, and patent laws, as well as upon confidentiality procedures and
contractual restrictions. Despite our efforts to protect our proprietary rights and technology, unauthorized parties may attempt to copy aspects of our products, obtain the source code to our software, or use other information that we regard as
proprietary. Such parties may also attempt to develop software competitive to ours. Our means of protecting our proprietary rights may not be adequate, and our competitors may independently develop similar technology or duplicate our products or
software. Litigation may be necessary to enforce our intellectual property rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights of others, or to defend against claims of infringement or invalidity. Any
such litigation could result in substantial costs and diversion of resources that could have a material adverse effect on our business, operating results, and financial condition.



We have filed four U.S. patent applications, three of which remain pending in the Patent Office. We have also filed two
corresponding international patent applications. In addition, we may file additional patent applications in the future. It is possible that these patent applications will not issue as patents and that, even if issued, the validity or enforceability
of such patents may be successfully challenged. It is also possible that we may not develop additional proprietary products or technologies that are patentable; that any patents issued to us may fail to provide us with competitive advantage and that
the patents of others may materially harm our ability to do business. In the future, a third party may bring suit claiming that our products or software infringe its patents, trade secrets or copyrights. Any claims, with or without merit, could be
costly and time-consuming to defend, divert our managements attention, or cause product delays. If our products or software were found to infringe a third partys proprietary rights, we could be required to enter into royalty or licensing
agreements to be able to license or sell our products or software. Royalty and licensing agreements, if required, may not be available on terms that are acceptable to us, or at all, which could materially harm our business.



Other Risks



Our business is subject to strict regulation by gaming authorities.



We operate in a highly regulated industry and our ability to operate in
certain jurisdictions could be subject to extensive federal, state, local and foreign regulation by various gaming authorities. Although the laws and regulations of the various jurisdictions in which we may operate vary in their technical
requirements, and are subject to amendment from time to time, virtually all these jurisdictions could require licenses, permits, documentation of the qualification, including evidence of integrity and financial stability, and other forms of approval
for us, as well as for our officers, directors, major shareholders and key personnel. We will attempt to obtain all government licenses, registrations, findings of suitability, permits and approvals necessary; however, there can be no assurance
those licenses, registrations, findings of suitability, permits, or approvals will be granted. Additionally, there can be no assurance that any regulatory agency will not enact new rules or change regulations that would negatively impact our ability
to operate within such jurisdictions.



Approval of the
Advisory Agreement with the Buena Vista Tribe may be subject to review by the NIGC and the BIA.



The Advisory Agreement with the Buena Vista Tribe may be subject to review by the NIGC and the BIA. If the Advisory Agreement is subject to review and is
not approved or is significantly modified by regulatory authorities to our detriment, such action could have a material adverse effect on our business and financial condition. In addition, the regulatory review could result in our being required to
pay fines or incur additional expenses, all of which could have a material adverse effect on our business and financial condition.





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We are dependent upon our Chairman of the Board and other key personnel.



Our success largely depends upon the continued contributions of L. Donald
Speer, II, our Chairman of the Board. The loss of Mr. Speers services, for any reason, would have a material adverse effect on our success and prospects. We have not entered into an employment agreement with Mr. Speer. If Mr. Speer were to
leave VCAT or become unavailable, there can be no assurance that we will be able to find a suitable replacement, particularly in connection with our ability to perform consulting services to the Barona Tribe.



Our future performance also depends in significant part upon the continued
service of our key technical and senior management personnel. We have a small number of employees and our dependence on maintaining our relationships with key employees is particularly significant.



Our common stock is subject to wide fluctuations.



The trading price of our common stock has been, and will likely continue to
be, subject to wide fluctuations because of regulatory developments, quarterly variations in our operating results, the market where our common stock trades, announcements of new services or business activities by us or our competitors, general
market fluctuations and other events and factors. These factors, coupled with the small public float, have in the past, and could in the future, result in wide fluctuations in the market-trading price. Our common stock currently trades on the
Over-The-Counter (OTC) Bulletin Board. This generally is considered to be a less efficient trading market and our stock price as well as liquidity in our common stock may be adversely affected. Low-priced stocks are subject to additional
risks, including additional state regulatory requirements and the potential loss of effective trading markets.



Item 3. Controls and Procedures



Evaluation of Disclosure Controls and Procedures.Our Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of the end of the period covered by this report, that our disclosure controls and
procedures (as defined in Rules 13(a)-15(e) under the Securities Act of 1934, as amended) are effective to ensure that all information required to be disclosed by us in the reports filed or submitted by us under the Securities and Exchange Act is
recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated
and communicated to the our management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate and allow timely decisions regarding required disclosure.



Changes in Internal Controls.As a result of the growth and the expected future growth in our software business,
during the three month period ended December 31, 2004, we completed a process of enhancing our internal control procedures to better assess the performance of our software contracts. In addition, we commenced installation and integration of systems
to automate the enhanced internal control procedures. We expect that we will complete the system upgrades by September 30, 2005, 90 days longer than our initial and previously disclosed estimate of June 30, 2005. No change in the internal control
over financial reporting occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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PART IIOTHER INFORMATION



Item 1. Legal Proceedings



In
January 2005, we filed suit against Tech Results, Inc., TRMP LLC, Cohn Technologies, Inc., E&P Associates, Inc., E&P Associates Holding, Inc., Jeff Cohn, Lars Klander, and Ardyth Klander for breach of contract, trade secret misappropriation,
unfair business practices, copyright infringement and other related claims, each relating to Mariposa. The defendants were hired by us to provide software development, support, installation and integration services for VCAT, pursuant to development
and services agreements. Our lawsuit alleges that the defendants breached these agreements, misappropriated our trade secrets and infringed on our copyrights by using our intellectual property to develop and distribute infringing software to compete
with Mariposa. The lawsuit, filed in the U.S. District Court for the Southern District of California, requests injunctive relief against the defendants further use or copying of any part of our copyrighted materials and also requests
compensation and punitive damages as a result of the defendants conduct in an amount to be proven at trial. In February 2005 Defendants TRMP, Cohn Technologies, Inc. and Jeffrey Cohn filed a motion to dismiss some of the claims, which was
briefed and granted in part and denied in part by the Court in March 2005, without prejudice and with leave to amend to clarify the claims. On April 15, 2005 we filed our First Amended Complaint clarifying our claims. TRMP, Cohn Technologies, Inc.
and Jeff Cohn must answer or otherwise respond to the First Amended Complaint on or before May 25, 2005. The Court has granted several extensions to answer or otherwise respond to the Complaint to Tech Results and Lars Klander, and has dismissed
Ardyth Klander from the complaint, without prejudice.



Item 6. Exhibits



The Exhibits
listed below are hereby filed with the U.S. Securities and Exchange Commission (the Commission) as part of this Quarterly Report on Form 10-QSB.



|            |  |                                                                                                                                                                                                                                                                                                                                                              
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                  
|            | 
|10.1        |  | Business Advisory Agreement dated January 31, 2005 by and between the Buena Vista Rancheria of Me-Wuk Indians and Venture Catalyst Incorporated., previously filed with the Commission as
Exhibit 10.1 to VCATs Current Report on Form 8-K dated January 31, 2005, filed with the Commission on January 31, 2005, which is incorporated herein by reference.
|            | 
|31.1        |  | Certification of Chief Executive Officer of Venture Catalyst Incorporated, pursuant to Rule 13a-14 of the Securities Exchange Act.                                                                                                                                                                                                                           
|            | 
|31.2        |  | Certification of Chief Financial Officer of Venture Catalyst Incorporated, pursuant to Rule 13a-14 of the Securities Exchange Act.                                                                                                                                                                                                                           
|            | 
|32.1        |  | Certification of Chief Executive Officer of Venture Catalyst Incorporated, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.                                                                                                                                                                         
|            | 
|32.2        |  | Certification of Chief Financial Officer of Venture Catalyst Incorporated, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.                                                                                                                                                                         



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SIGNATURES



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



|                   |  |                                                   |  |                                                                                                                                                          
|------------------ |  | ------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |  | VENTURE CATALYST INCORPORATED, a Utah Corporation
|                   |  |                                                  
|Date: May 13, 2005 |  | By:                                               |  | /s/ GREG SHAY                                                                                                                                            
|                   |  |                                                   |  | Greg Shay Chief Executive Officer and President (Authorized Signatory, Principal Executive Officer)                                                      
|                   |  |                                                  
|Date: May 13, 2005 |  | By:                                               |  | /s/ KEVIN MCINTOSH                                                                                                                                       
|                   |  |                                                   |  | Kevin McIntosh Senior Vice President, Chief Financial Officer, Secretary and Treasurer (Authorized Signatory, Principal Financial and Accounting Officer)



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Exhibit Index



|            |  |                                                                                                                                                                                                                                                                                                                                                              
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                  
|            | 
|10.1        |  | Business Advisory Agreement dated January 31, 2005 by and between the Buena Vista Rancheria of Me-Wuk Indians and Venture Catalyst Incorporated., previously filed with the Commission as
Exhibit 10.1 to VCATs Current Report on Form 8-K dated January 31, 2005, filed with the Commission on January 31, 2005, which is incorporated herein by reference.
|            | 
|31.1        |  | Certification of Chief Executive Officer of Venture Catalyst Incorporated, pursuant to Rule 13a-14 of the Securities Exchange Act.                                                                                                                                                                                                                           
|            | 
|31.2        |  | Certification of Chief Financial Officer of Venture Catalyst Incorporated, pursuant to Rule 13a-14 of the Securities Exchange Act.                                                                                                                                                                                                                           
|            | 
|32.1        |  | Certification of Chief Executive Officer of Venture Catalyst Incorporated, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.                                                                                                                                                                         
|            | 
|32.2        |  | Certification of Chief Financial Officer of Venture Catalyst Incorporated, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.                                                                                                                                                                         



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