SECURITIES AND EXCHANGE
		COMMISSION Washington D.C. 20549

FORM 10-KSB

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

For the fiscal year ended December 31, 2002 
		Commission File No. 0-28383

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

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

4625 County Road 101 Suite 202 Minnetonka, Minnesota
		--------------------------55345 (Address of principal executive office)
		------------(Zip Code)

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

Securities registered pursuant to Section 12(b) of the
		Act: 3,619,034 Shares Of Common Stock

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

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

Indicate by check mark whether the Registrant (1) has filed all reports
		required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
		1934 during the preceding 12 months (or for such shorter period that the
		Registrant was required to file such reports), and (2) has been subject to such
		filing requirements for the past 90 days.

YesX NO___

The aggregate market value of the voting stock held by non-affiliates of
		the Registrant on December 31, 2002, based on the average bid and asked prices
		of Common Stock in the over-the-counter market on that date was $412,846.

3,619,034 shares of Registrant's Common Stock, no par value were
		outstanding on December 31, 2002, prior to the effectiveness of the latest
		practicable date.

DOCUMENTS INCORPORATED BY REFERENCE None.

CONTENTS

PART I

Item 1 BUSINESS

Item 2. PROPERTY

Item 3. LEGAL PROCEEDINGS

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

PART II

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

Item 6. SELECTED FINANCIAL DATA

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
		RESULTS OF OPERATIONS

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Item 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Item 11. EXECUTIVE COMPENSATION

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

PART I

Item 1. - BUSINESS

Table Trac, Inc. (the "Company") is a Nevada Corporation, formed on June
		27, 1995, with principal offices in Minnetonka, Minnesota. The Company has
		developed and is commencing the commercialization of a proprietary information
		and management system (Table Trac(tm)) that automates and monitors the
		operations of casino table games. The general intent of Table Trac is a system
		to acquire, evaluate, and provide immediate access to a new level of detailed
		Table Games Management and Player Tracking information.

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

Most departments in the casino industry are computerized, yet table
		games are still using methods for the confirmation of table game activity that
		were used over 50 years ago, and can only loosely tie manager's estimates to
		the actual table cash count. In today's business world all cash transactions
		are computer recorded and verified to the cash count. The Table Trac system
		brings this computer technology to the casinos gaming tables along with the
		convenience of simple player tracking.

Table Trac has ported all of its Unix-based systems to LINUX adding
		graphical user interfaces, ODBC database access for desktop applications, and a
		SQL database server for complex marketing analysis.

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

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

With over 7 years of on-table experience, Table Trac is a simple
		reliable solution for casinos looking to improve the accountability of their
		table games operations, and a key means to secure detailed transactional
		records to satisfy casinos regulators and investors.

TABLE TRAC INSTALLATIONS

Table Trac currently is installed and has contracts with 5 casinos in
		Minnesota and Wisconsin.

AVAILABILITY OF TABLE TRAC

Table Trac is available for an installation and monthly license fee from
		the Company for casinos with a minimum number of tables. Base License includes
		full installation, a custom casino system configuration, training, and
		technical support during the life of the License agreement. Custom screens and
		reports will be designed, if requested by the casino, at additional cost.

MANUFACTURING CAPABILITIES

Table Trac has historically secured the manufacturing resources of Micro
		Dynamics, Inc. of Eden Prairie MN. The president of Table Trac has worked with
		Micro Dynamics on various projects over the last 15 years. Micro Dynamics is
		one of many 3rd party manufacturers of sophisticated electronics, with both
		through hole and surface mount automated manufacturing technology capable of
		producing Table Trac units at the rate of over 500 a day.

TRADEMARKS AND PATENTS

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

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

The Company filed to register its Trademark ("TABLE TRAC") in September
		of 1996. The Trademark was issued on September 7, 2000, as Trademark number
		2,275,137.

Environmental Compliance

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

Employees

As of December 31, 2002 the Company had five full-time employees and 1
		part time employee.

Competition

The Company is unaware of any other systems that compete directly with
		the table games management and "on table" table player tracking that the Table
		Trac system offers. Others offer substancially the same functions for Player
		tracking in various forms, primarily as "off Table" functions performed at the
		pit podium. The Company is aware of other "players club' systems that compete.
		These companies have greater resources than the company.

RECENT DEVELOPMENTS

By the end of 2002, the company's operations had consumed the balance of
		cash reserves which were the result of previous public financing. The Board
		reorganized operations to reduce expenses through employee and benefit cuts, to
		a level which can be sustained by current contracts monthly revenues.
		Management believes that present sales opportunities are sufficient to justify
		sustaining operations despite the short-term sacrifices.

Development continues in hardware, firmware and software to enhance the
		product and to provide product functionality which adds value for departments
		outside of the table games arena. Self-service kiosks for customer promotions
		and players club services, vault and cage operation additions, and enhanced
		promotional capabilities make Table Trac a significant value when compared to
		other products in the industry.

Item 2. - PROPERTY

None

Item 3. - LEGAL PROCEEDINGS

None

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

None

PART II

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

The Company's common stock has been traded since July 17, 2000 on the
		OTC Bulletin Board, before that time there was no activity. As of December 31,
		2002 the following firms were making a market in the Company's common stock:

WM. V. Frankel & Co., Incorporated  Schwab Capital Markets, L.
		P.  Paragon Capital Markets  Hill, Thompson, Magid, L. P.  Knight
		Securities  Wein Securities  M.H. Meyerson & Co., Inc.



|Price per Share Calendar Year 2001 | High  | Low 
|---------------------------------- | ----- | ----
|First Quarter                      | $1.50 | $.75
|Second Quarter                     | $.75  | $.45
|Third Quarter                      | $.85  | $.30
|Fourth Quarter                     | $.50  | $.15



|Price per Share Calendar Year 2002 | High  | Low  
|---------------------------------- | ----- | -----
|First Quarter                      | $0.45 | $0.10
|Second Quarter                     | $0.55 | $0.30
|Third Quarter                      | $0.33 | $0.16
|Fourth Quarter                     | $0.25 | $0.14

There are more than 70 holders of record of the common stock of the
		Company. There have never been any dividends, cash or otherwise, paid on the
		common shares of the Company.

Item 6. - SELECTED FINANCIAL DATA

|Fiscal Years Ended December 31,Income Statement Data | 2002       | 2001      
|---------------------------------------------------- | ---------- | ----------
|Net Sales                                            | $ 309,230  | $ 103,748 
|Net Income (loss)                                    | $(220,570) | $(360,893)
|Per Share Data Net Income (loss)                     | $(0.06)    | $(0.10)   



|As of December 31, Balance Sheet Data | 2002     | 2001    
|------------------------------------- | -------- | --------
|Total Assets                          | $ 36,519 | $242,954
|Total Liabilities                     | $ 13,398 | $ 7,783 
|Stockholders' Equity (Deficit)        | $ 23,120 | $235,171



Item 7.- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
		AND RESULTS OF OPERATIONS

Results of Operations YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR
		ENDED DECEMBER 31, 2001.

Revenues increased in 2002 to $309,230 from $103,748 in 2001. In the
		year 2002 there were more systems sales accounting for the increase.

Costs of sales increased in 2002 to $40,342 from $17,995 in 2001 as a
		result of increased systems sales.

Operating expenses increased in 2002, at $490,178 from $449,937 in 2001.
		Bankruptcy of a customer contributed to this increase.

The result was that there was a net loss of $220,570 in 2002, compared
		to a net loss of $360,893 in 2001.

The net loss per share in 2002 was $.06 compared to a net loss per share
		of $.10 in 2001.

LIQUIDITY AND CAPITAL RESOURCES

Table Trac, Inc. has historically had more expenses than income in each
		year of its operations. The accumulated deficit from inception to December 31,
		2002 was $1,258,917. It has been able to maintain a positive cash position in
		2002 solely through reserves from financing activities.

The Company, however, is not capital intensive. The basic product of the
		Company is its computer software developed by its President. All manufacturing
		is done after an outside manufacturer receives an order, so there is little
		inventory held by the Company of its product. The Company's personnel do the
		installation, after an order is received.

There are no known trends, events or uncertainties that are likely to
		have a material impact on the short or long-term liquidity. The primary source
		of liquidity in both the short term and the long term will be sales. Management
		has dramatically reduced its expenses through cuts in benefits and personnel,
		and monthly obligations are now met by revenues from existing contracts.
		Management believes that with these cuts, the Company has adequate cash to meet
		its obligations and continue operations for both existing customer contracts
		and ongoing product development.

Item 8. -FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The 2002 audited financial statements and audit commentary are attached.

Item 9. - DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

PART III

Item 10. - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

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



|Name               | Age | Position            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------------------ | --- | ------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Chad B. Hoehne     | 40  | Chairman, President | Mr. Hoehne is the Chairman, President and founder of the Company.
			 He has a BS degree in Business Administration from Mankato State University.
			 Mr. Hoehne was employed by Micro Control Company from 1985 to 1993.                                                                                                                                                                                                                                                                                                        
|Joseph A. Nielsen  | 48  | Treasurer, CFO      | Mr. Nielsen is the Treasurer/CFO. Mr. Nielsen was a securities
			 broker for many years. Mr. Nielsen was self-employed as a financial consultant
			 in 1993 until he joined with Mr. Hoehne to form the Company in 1994.                                                                                                                                                                                                                                                                                                        
|Robert R Siqveland | 58  | Secretary           | Mr. Siqveland is the Director of Marketing and the Corporate
			 Secretary. He was an investment advisor and venture capitalist for twenty-five
			 years. Mr. Siqveland has worked with Table Trac in various capacities for the
			 past six years.                                                                                                                                                                                                                                                                             
|Vic Taucer         | 49  | Director            | Mr. Taucer consults for over 200 gaming casinos, primarily in the
			 area of table games, and has over 26 years of experience in the industry. He
			 recently served as director of casino training for the new Paris resort in Las
			 Vegas. Earlier, Taucer was the casino training director and the casino table
			 pit manager at Caesars Palace, and was a casino floor supervisor at the MGM
			 Grand Casino. He is also a Professor of Casino Management for the University
			 & Community College Systems of Nevada.

The directors of the Company are elected annually by the shareholders
		for a term of one year or until their successors are elected and qualified. The
		officers serve at the pleasure of the Board of Directors.

Item 11. - EXECUTIVE COMPENSATION.

Chad Hoehne, the President of the Company received compensation of
		$84,784 in 2002.

Mr.Nielsen, the Chief Financial Officer of the Company, received
		compensation of $64,588 in 2002.

Mr. Siqveland, the Corporate Secretary of the Company, received
		compensation of $51,000 in 2002.

Item 12. - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
		MANAGEMENT.

There are presently 3,619,034 shares of the Company's common shares
		outstanding. The following table sets forth the information as to the ownership
		of each person who, as of this date, owns of record, or is known by the Company
		to own beneficially, more than five per cent of the Company's common stock, and
		the officers and directors of the Company.

|Name                              | Shares of Common Stock | Percent of Ownership
|--------------------------------- | ---------------------- | --------------------
|Sally Hoehne (1)                  | 1,229,100              | 34%                 
|Joseph A. Nielsen                 | 285,701                | 8%                  
|Directors and Officers as a group | 1,554,801              | 43%                 

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

Item 13. - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None

PART IV

Item 14. - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
		FORM 8-K.

(a) Attached are the Financial Statements and Independent Auditor's
		Report on Examination of Financial Statements for the years ended December 31,
		2002 and December 31, 2001.

(b) Attached are the following Financial Statement Schedules and
		Auditors Report on Schedules, None All schedules are omitted because they are
		not required or not applicable or the information is shown in the financial
		statements or notes thereto.

(c) No report was filed on Form 8-K.

(d) There are no exhibits.

SIGNATURES

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

Dated March 26, 2001

TABLE TRAC, INC.



|Certificate pursuant to Section 906
				of the Sarbanes-Oxley Act of 2002 Exhibit 99.1
			 I, Chad B. Hoehne, certify that:
			 1. I have reviewed this annual report
				on Form 10-KSB for the year ended December 31, 2002 of Table Trac, Inc.;
			 2. Based on my knowledge, this annual
				report does not contain any untrue statement of a material fact or omit to
				state a material fact necessary to make the statements made, in light of the
				circumstances under which such statements were made, not misleading with
				respect to the period covered by this annual report;
			 3. Based on my knowledge, the
				financial statements, and other financial information included in this annual
				report, fairly present in all material respects the financial condition,
				results of operations and cash flows of the registrant as of, and for, the
				periods presented in this annual report;
			 4. The registrant's other certifying
				officers and I are responsible for establishing and maintaining disclosure
				controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
				for the registrant and have:
			 a) Designed such disclosure
				  controls and procedures to ensure that material information relating to the
				  registrant, including its consolidated subsidiaries, is made known to us by
				  others within those entities, particularly during the period in which this
				  annual report is being prepared;
				b) Evaluated the effectiveness of
				  the registrant's disclosure controls and procedures as of the date within 90
				  days prior to the filing date of this annual report (the "Evaluation Date");
				  and
				c) Presented in this annual report
				  our conclusions about the effectiveness of the disclosure controls and
				  procedures based on our evaluation as of the Evaluation Date;
			 5. The registrant's other certifying
				officers and I have disclosed, based on our most recent evaluation, to the
				registrant's auditors and the audit committee of registrant's board of
				directors (or persons performing the equivalent functions):
			 a) All significant deficiencies in
				  the design or operation of internal controls which could adversely affect the
				  registrant's ability to record, process, summarize and report financial data
				  and have identified for the registrant's auditors any material weaknesses in
				  internal controls; and
				b) Any fraud, whether or not
				  material, that involves management or other employees who have a significant
				  role in the registrant's internal controls; and
			 6. The registrant's other certifying
				officers and I have indicated in this annual report whether there were
				significant changes in internal controls or in other factors that could
				significantly affect internal controls subsequent to the date of our most
				recent evaluation, including any corrective actions with regard to significant
				deficiencies and material weaknesses.
			 Date:
			 March 31st, 2003
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|TABLE TRAC, INC. CERTIFICATION OF
				CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF
				THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. 1350)
			 The undersigned, Chad B. Hoehne, the
				Chairman and President of Table Trac, Inc. (the "Company") has executed this
				Certification in connection with the filing with the Securities and Exchange
				Commission of the Company's amended Annual Report on Form 10-KSB/A for the year
				ended December 31, 2002 (the "Report"). The undersigned hereby certifies that:
				· the Report fully complies with the requirements of Section 13(a) of
				the Securities Exchange Act of 1934; and · the information contained in
				the Report fairly presents, in all material respects, the financial condition
				and results of operations of the Company. IN WITNESS WHEREOF, the undersigned
				has executed this Certification as of the 31st day of March, 2003.
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

TABLE TRAC,
		INC. (A Development Company)

FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2002 AND 2001
		AND PERIOD FROM INCEPTION (JUNE 27, 1995) TO DECEMBER 31, 2002



|Page Independent Auditors' Report            | Section | 1
|-------------------------------------------- | ------- | -
|Financial Statements: Balance Sheets         | Section | 2
|Statements of Operations                     | Section | 3
|Statements of Stockholders Equity (Deficit) | Section | 4
|Statements of Cash Flows                     | Section | 5
|Notes to Financial Statements                | Section | 6

Section 1 Independent Auditors'
		Report

|Callahan,
				Johnston & Associates, LLCCertified Public
				Accountants and ConsultantsINDEPENDENT AUDITORS' REPORT
			 To The Board of Directors and Stockholders of Table
				Trac, Inc. Minnetonka, Minnesota
			 We have audited the accompanying balance sheets of Table Trac,
				Inc. (a development stage company) as of December 31, 2002 and 2001, and the
				related statements of operations, stockholders equity (deficit), and cash
				flows for the years then ended and for the period from June 27, 1995
				(inception), to December 31, 2002. These financial statements are the
				responsibility of the Companys management. Our responsibility is to
				express an opinion on these financial statements based on our audits.
			 We conducted our audits in accordance with auditing standards
				generally accepted in the United States of America. Those standards require
				that we plan and perform the audits to obtain reasonable assurance about
				whether the financial statements are free of material misstatement. An audit
				includes examining, on a test basis, evidence supporting the amounts and
				disclosures in the financial statements. An audit also includes assessing the
				accounting principles used and significant estimates made by management, as
				well as evaluating the overall financial statement presentation. We believe
				that our audits provide a reasonable basis for our opinion.
			 In our opinion, the financial statements referred to above present
				fairly, in all material respects, the financial position of Table Trac, Inc. as
				of December 31, 2002 and 2001, and the results of its operations and its cash
				flows for the years then ended and from June 27, 1995 (inception), to December
				31, 2002, in conformity with accounting principles generally accepted in the
				United States of America.
			 As described in Note 2 to the financial statements, the
				accompanying financial statements have been prepared assuming that the Company
				will continue as a going concern. The Companys significant operating
				losses raise substantial doubt about its ability to continue as a going
				concern. The financial statements do not include any adjustments that might
				result from the outcome of this uncertainty.
			 /s/ Callahan, Johnston & Associates, LLC
			 CALLAHAN, JOHNSTON & ASSOCIATES, LLC Minneapolis,
				Minnesota March 24, 2003
			 7400 Lyndale Avenue South, Suite 140, Richfield, MN
				55423 Telephone: (612)861-0970 Fax: (612)861-5827 Email:
				cjacallahan@qwest.net
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 2 Financial Statements:
		Balance Sheets

TABLE TRAC, INC.  (A
		Development Stage Company)BALANCE SHEETS

|                                                                                                                 | December 31, 2002 | December 31,2001
|---------------------------------------------------------------------------------------------------------------- | ----------------- | ----------------
|ASSETS                                                                                                           |                   |                 
|Current assets:                                                                                                  |                   |                 
|Cash                                                                                                             | $ 139             | $ 46,163        
|Certificates of deposit                                                                                          | 5,637             | 113,974         
|Accounts receivable, less allowance for doubtful accounts of $-0-
			 in 2002 and $5,723 in 2001                 | 9,966             | 7,955           
|Prepaid expenses                                                                                                 | -                 | 280             
|Total current assets                                                                                             | 15,742            | 168,372         
|                                                                                                                 |                   |                 
|Furniture and equipment                                                                                          | 22,731            | 22,731          
|Less accumulated depreciation                                                                                    | 22,731            | 22,731          
|Net fixed assets                                                                                                 | -                 | -               
|                                                                                                                 |                   |                 
|Other assets:                                                                                                    |                   |                 
|Accounts receivable - stockholders, less allowance for
			 doubtful accounts of $26,359 in 2002 and $-0- in 2001 | 1,000             | 38,419          
|Inventory, less valuation allowance of $15,000 in 2002
			 and 2001                                              | 674               | 11,323          
|Patent, net of accumulated amortization of $4,094 in
			 2002 and $2,729 in 2001                                 | 19,103            | 20,468          
|Investment - joint venture                                                                                       | -                 | 4,372           
|Total other assets                                                                                               | 20,777            | 74,582          
|                                                                                                                 |                   |                 
|Total assets                                                                                                     | $ 36,519          | $ 242,954       
|                                                                                                                 |                   |                 
|LIABILITIES AND STOCKHOLDERS EQUITY
			 (DEFICIT)                                                               |                   |                 
|Current liabilities:                                                                                             |                   |                 
|Accounts payable                                                                                                 | $ 5,773           | $ 30            
|Accrued payroll and related                                                                                      | 7,625             | 7,753           
|Total current liabilities                                                                                        | 13,398            | 7,783           
|                                                                                                                 |                   |                 
|Stockholders equity (deficit):                                                                                  |                   |                 
|Preferred stock, no par value; authorized 1,000,000
			 shares, issued: 5,000 in 2002 and $-0- in 2001           | 3,320             | -               
|Common stock, no par value; authorized 5,000,000
			 shares, issued: 3,619,034 in 2002 and 3,596,425 in 2001     | 1,278,718         | 1,273,518       
|Deficit accumulated during the development stage                                                                 | (1,258,917)       | (1,038,347)     
|Total stockholders equity (deficit)                                                                             | 23,121            | 235,171         
|                                                                                                                 |                   |                 
|Total liabilities and stockholders equity
			 (deficit)                                                         | $ 36,519          | $ 242,954       

Section 3 Financial Statements:
		Statement of Operations

TABLE TRAC, INC.  (A
		Development Stage Company)STATEMENTS OF
		OPERATIONS

|                                                     |              |              | Inception (June 27, 1995)
|---------------------------------------------------- | ------------ | ------------ | -------------------------
|                                                     | Years Ended  | To          
|                                                     | December 31, | December 31, | December 31,             
|                                                     | 2002         | 2001         | 2002                     
|Total revenues                                       | $ 309,231    | $ 103,748    | $ 914,215                
|Cost of goods sold                                   | 40,342       | 17,995       | 132,133                  
|Gross profit                                         | 268,889      | 85,753       | 782,082                  
|                                                     |              |              |                          
|Expense:                                             |              |              |                          
|Sales and marketing                                  | 55,458       | 64,905       | 246,200                  
|Depreciation and amortization                        | 1,365        | 1,365        | 32,351                   
|Automobile                                           | 5,443        | 4,891        | 26,675                   
|Bad debt expense                                     | 26,359       | 5,723        | 32,082                   
|Computer                                             | 1,102        | 11,446       | 30,753                   
|Insurance                                            | 32,503       | 17,896       | 50,747                   
|Office and related                                   | 37,265       | 46,714       | 130,605                  
|Payroll and related                                  | 292,192      | 221,624      | 889,488                  
|Professional fees                                    | 14,965       | 31,695       | 336,049                  
|Research and development                             | 1,136        | 9,960        | 29,688                   
|Telephone                                            | 16,356       | 20,738       | 96,772                   
|Travel and entertainment                             | 6,012        | 12,980       | 55,654                   
|Total expense                                        | 490,156      | 449,937      | 1,957,064                
|                                                     |              |              |                          
|Income (loss) before other expense                   | (221,267)    | (364,184)    | (1,174,982)              
|                                                     |              |              |                          
|Other income (expense):                              |              |              |                          
|Interest income                                      | 1,937        | 28,091       | 44,063                   
|Interest expense                                     | (21)         | (6,672)      | (96,575)                 
|Loss on investment in joint venture                  | (1,219)      | (628)        | (1,847)                  
|Loss on investment                                   | -            | (2,500)      | (2,500)                  
|Inventory write down                                 | -            | (15,000)     | (27,076)                 
|Total other income (expense)                         | 697          | 3,291        | (83,935)                 
|                                                     |              |              |                          
|Income (loss) before income taxes                    | (220,570)    | (360,893)    | (1,258,917)              
|Income tax benefit (expense)                         | -            | -            | -                        
|Net income (loss) before comprehensive income (loss) | (220,570)    | (360,893)    | (1,258,917)              
|Comprehensive income (loss)                          | -            | -            | -                        
|Comprehensive income (loss)                          | $ (220,570)  | $ (360,893)  | $(1,258,917)             
|Basic earnings (loss) per share                      | *$ (.06)*    | *$ (.10)*    | *$ (.45)*                
|Weighted average number of shares outstanding        | *3,601,690*  | *3,545,653*  | *2,815,025*              
|                                                     |              |              |                          

Section 4 Statement of Stockholders
		Equity (Deficit)

TABLE TRAC, INC.(A Development Stage Company)
		STATEMENTS OF STOCKHOLDERS EQUITY
		(DEFICIT)

|                                                                                                               | Preferred Stock Number
			 of Shares | Preferred Stock
			 Amount | Common Stock Number of
			 Shares | Common
			 StockAmount | Subscriptions
			 Receivable | Deficit During
			 DevelopmentStage | Total     
|-------------------------------------------------------------------------------------------------------------- | ------------------------------------ | -------------------------- | --------------------------------- | ---------------------- | ---------------------------- | ----------------------------------- | ----------
|Founders stock                                                                                                 | -                                    | $ -                        | 1,660,500                         | $ 1,070                | $ (170)                      | $ -                                 | $ 900     
|Shares issued for technology rights                                                                            | -                                    | -                          | 82,000                            | 40                     | -                            | -                                   | 40        
|Shares issued to debenture holders                                                                             | -                                    | -                          | 205,000                           | 100                    | -                            | -                                   | 100       
|Stock issued for legal services and organization costs                                                         | -                                    | -                          | 102,500                           | 2,050                  | -                            | -                                   | 2,050     
|1995 net loss                                                                                                  | -                                    | -                          | -                                 | -                      | -                            | (70,942)                            | (70,942)  
|                                                                                                               |                                      |                            |                                   |                        |                              |                                     |           
|Balance at December 31, 1995                                                                                   | -                                    | -                          | 2,050,000                         | 3,260                  | (170)                        | (70,942)                            | (67,852)  
|Collection of subscription receivable                                                                          | -                                    | -                          | -                                 | -                      | 170                          | -                                   | 170       
|Shares issued to promissory note holders                                                                       | -                                    | -                          | 2,500                             | 5,000                  | -                            | -                                   | 5,000     
|Proceeds from stock sales in 1996                                                                              | -                                    | -                          | 353,999                           | 146,894                | -                            | -                                   | 146,894   
|1996 net loss                                                                                                  | -                                    | -                          | -                                 | -                      | -                            | (130,850)                           | (130,850) 
|                                                                                                               | -                                    | -                          | 2,406,499                         | 155,154                | -                            | (201,792)                           | (46,638)  
|                                                                                                               |                                      |                            |                                   |                        |                              |                                     |           
|Proceeds from stock sales in January 1997 and February 1997                                                    | -                                    | -                          | 40,000                            | 80,000                 | -                            | -                                   | 80,000    
|Shares issued for services in May 1997                                                                         | -                                    | -                          | 91,500                            | 56,250                 | -                            | -                                   | 56,250    
|Shares issued in lieu of interest on notes payable - stockholders
			 in May 1997                              | -                                    | -                          | 25,000                            | 50,000                 | -                            | -                                   | 50,000    
|1997 net loss                                                                                                  | -                                    | -                          | -                                 | -                      | -                            | (159,681)                           | (159,681) 
|                                                                                                               |                                      |                            |                                   |                        |                              |                                     |           
|Balance at December 31, 1997                                                                                   | -                                    | -                          | 2,562,999                         | 341,404                | -                            | (361,473)                           | (20,069)  
|                                                                                                               |                                      |                            |                                   |                        |                              |                                     |           
|Shares issued part of bridge financing in December 1998                                                        | -                                    | -                          | 18,000                            | 18,000                 | -                            | -                                   | 18,000    
|1998 net loss                                                                                                  | -                                    | -                          | -                                 | -                      | -                            | (30,195)                            | (30,195)  
|                                                                                                               |                                      |                            |                                   |                        |                              |                                     |           
|Balance at December 31, 1998                                                                                   | -                                    | -                          | 2,580,999                         | 359,404                | -                            | (391,668)                           | (32,264)  
|                                                                                                               |                                      |                            |                                   |                        |                              |                                     |           
|Common stock issued part of bridge financing in January 1999                                                   | -                                    | -                          | 12,000                            | 6,000                  | -                            | -                                   | 6,000     
|Common stock issued under 504D offering April 1999 to August 1999,
			 net of offering expenses of $63,745     | -                                    | -                          | 269,363                           | 209,299                | -                            | -                                   | 209,299   
|1999 net loss                                                                                                  | -                                    | -                          | -                                 | -                      | -                            | (139,197)                           | (139,197) 
|                                                                                                               |                                      |                            |                                   |                        |                              |                                     |           
|Balance at December 31, 1999                                                                                   | -                                    | -                          | 2,862,362                         | 574,703                | -                            | (530,865)                           | 43,838    
|                                                                                                               |                                      |                            |                                   |                        |                              |                                     |           
|Conversion of notes payable - stockholders to common stock at $.50
			 per share                               | -                                    | -                          | 145,000                           | 72,500                 | -                            | -                                   | 72,500    
|Issuance of common stock for services at $.625 to $1.00 per
			 share                                          | -                                    | -                          | 9,790                             | 7,806                  | -                            | -                                   | 7,806     
|Conversion of notes payable and debentures to common stock at $1.00
			 per share, net of loan costs of $9,833 | -                                    | -                          | 175,000                           | 165,167                | -                            | -                                   | 165,167   
|Issuance of common stock at $1.50 per share, net of offering costs
			 of $81,121                              | -                                    | -                          | 341,667                           | 431,379                | -                            | -                                   | 431,379   
|2000 net loss                                                                                                  | -                                    | -                          | -                                 | -                      | -                            | (146,589)                           | (146,589) 
|                                                                                                               |                                      |                            |                                   |                        |                              |                                     |           
|Balance at December 31, 2000                                                                                   | -                                    | -                          | 3,533,819                         | 1,251,555              | -                            | (677,454)                           | 574,101   
|Issuance of common stock for services at $.33 to $.45 per
			 share                                            | -                                    | -                          | 62,606                            | 21,963                 | -                            | -                                   | 21,963    
|2001 net loss                                                                                                  | -                                    | -                          | -                                 | -                      | -                            | (360,893)                           | (360,893) 
|                                                                                                               |                                      |                            |                                   |                        |                              |                                     |           
|Balance at December 31, 2001                                                                                   | -                                    | -                          | 3,596,425                         | 1,273,518              | -                            | (1,038,347)                         | 235,171   
|Issuance of common stock for services at $.23 per share                                                        | -                                    | -                          | 22,609                            | 5,200                  | -                            | -                                   | 5,200     
|Issuance of preferred stock at $1 per share less offering costs of
			 $1,680                                  | 5,000                                | 3,320                      | -                                 | -                      | -                            | -                                   | 3,320     
|2002 net loss                                                                                                  | -                                    | -                          | -                                 | -                      | -                            | (220,570)                           | (220,570) 
|                                                                                                               |                                      |                            |                                   |                        |                              |                                     |           
|Balance at December 31, 2002                                                                                   | *5,000*                              | *$ 3,320*                  | *3,619,034*                       | *$1,278,718*           | *$ -*                        | *$(1,258,917)*                      | *$ 23,121*
|                                                                                                               |                                      |                            |                                   |                        |                              |                                     |           

Section 5 Statements of Cash Flows

TABLE TRAC, INC.
		(A Development Stage Company) STATEMENTS OF CASH
		FLOWS Increase (Decrease) in Cash

|                                                                               | Year Ended December 31,
			 2002 | Year Ended December 31,
			 2001 | Inception (June 27, 1995) To December 31,
			 2002
|------------------------------------------------------------------------------ | -------------------------------- | -------------------------------- | --------------------------------------------------
|Cash flows from operating activities:                                          |                                  |                                  |                                                   
|Net loss                                                                       | $(220,570)                       | $(360,893)                       | $(1,258,917)                                      
|Adjustments to reconcile net loss to cash flows from
			 operating activities: |                                  |                                  |                                                   
|Depreciation and amortization                                                  | 1,365                            | 1,365                            | 32,351                                            
|Allowance for doubtful accounts                                                | 26,359                           | -                                | 26,359                                            
|Inventory valuation allowance                                                  | -                                | 15,000                           | 15,000                                            
|Losses on investments                                                          | 1,219                            | 3,128                            | 4,347                                             
|Stock issued for services                                                      | 5,200                            | 21,963                           | 92,329                                            
|Stock issued for interest                                                      | -                                | -                                | 55,000                                            
|Accounts receivable                                                            | 9,049                            | (4,269)                          | (37,325)                                          
|Prepaid expenses                                                               | 280                              | (280)                            | -                                                 
|Inventory                                                                      | 10,649                           | (9,324)                          | (15,674)                                          
|Accounts payable                                                               | 5,743                            | (21,031)                         | 5,773                                             
|Accrued payroll and related                                                    | (128)                            | 3,220                            | 7,625                                             
|Net cash flows from operating activities                                       | (160,834)                        | (351,121)                        | (1,073,132)                                       
|                                                                               |                                  |                                  |                                                   
|Cash flows from investing activities:                                          |                                  |                                  |                                                   
|Purchases of furniture and equipment                                           | -                                | -                                | (22,731)                                          
|Purchases of certificates of deposit, net                                      | 108,337                          | 295,173                          | (5,637)                                           
|Incurrence of patent costs                                                     | -                                | -                                | (23,971)                                          
|Incurrence of loan costs                                                       | -                                | -                                | (3,772)                                           
|Purchase of investment, net                                                    | 3,153                            | (5,000)                          | (4,347)                                           
|Net cash flows from investing activities                                       | 111,490                          | 290,173                          | (60,458)                                          
|                                                                               |                                  |                                  |                                                   
|Cash flows from financing activities:                                          |                                  |                                  |                                                   
|Proceeds from common stock, net                                                | -                                | -                                | 892,742                                           
|Proceeds from preferred stock, net                                             | 3,320                            | -                                | 3,320                                             
|Proceeds from notes payable - stockholders                                     | -                                | -                                | 50,000                                            
|Proceeds from debentures payable - stockholders,
			 net                       | -                                | -                                | 215,167                                           
|Repayments on debentures payable - stockholders                                | -                                | -                                | (27,500)                                          
|Net cash flows from financing activities                                       | 3,320                            | -                                | 1,133,729`                                        
|                                                                               |                                  |                                  |                                                   
|Increase (decrease) in cash                                                    | (46,024)                         | (60,948)                         | 139                                               
|                                                                               |                                  |                                  |                                                   
|Cash - beginning of period                                                     | 46,163                           | 107,111                          | -                                                 
|                                                                               |                                  |                                  |                                                   
|Cash - end of period                                                           | *$ 139*                          | *$ 46,163*                       | *$ 139*                                           
|                                                                               |                                  |                                  |                                                   

Section 6 Notes to
		Financial Statements

1. Summary of Significant Accounting Policies and Other Information

Company

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

Table Trac is available for an installation and monthly license fee from
		the Company for casinos with a minimum number of tables. Base license includes
		all installation, a custom casino system configuration, training, and technical
		support during the life of the License agreement. Custom screens and reports
		will be designed, if requested by the casino, at additional cost.

Revenue Recognition

Revenues are recorded at the time of shipment of products or performance
		of services. Monthly license fees are recorded over the lives of the respective
		contracts or as earned.

Research and Development

Research and development costs are charged to expense as incurred.

Furniture and Equipment

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

Depreciation expense was $-0- in 2002 and 2001 and $22,731 from
		inception to December 31, 2002.

Cash Equivalents

Investment instruments purchased with a maturity of three months or less
		are considered to be cash equivalents. Certificates of deposit and other
		securities with original maturities over three months are classified as short
		term investments. At December 31, 2002 and 2001 there were no cash equivalents.

Investments

Certificates of Deposit

Certificates of deposit are classified as held-to-maturity securities.
		These securities are reflected at cost plus accrued interest in the
		accompanying financial statements. Cost plus accrued interest approximates fair
		market value. This certificate matures in February 2003.

Investment - Joint Venture

The Company accounted for its 50% interest in Globaltrac, LLC using the
		equity method. Although a market value is not readily determinable, management
		believed the carrying value of this investment exceeded its fair value.
		Accordingly, management wrote-down this investment at December 31, 2002. See
		Note 3.

Investment - Limited Liability Company

The investment was a .645% interest in a limited liability company and
		was recorded at historical cost of $2,500. Although a market value is not
		readily determinable, management believed the carrying value of this investment
		exceeded its fair value. Accordingly, management wrote-down this investment at
		December 31, 2001.

Intangible Asset

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

Stock-Based Consideration

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

Income Taxes

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

The Companys net operating loss carryforwards are fully allowed
		for at December 31, 2002 and 2001. See Note 10.

Prior to 1999 the Company was treated as a Subchapter S corporation
		whereby revenues and expenses flow through to stockholders for inclusion on
		their individual returns. Accordingly, no income tax provision was provided in
		the Companys financial statements through December 31, 1998.

Concentrations, Risks and Uncertainties

Use of Estimates

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

Cash Concentration

The Company maintains its cash balances at two financial institutions.
		At times, the balances may exceed federally insured limits of $100,000. The
		Company has not experienced any losses in such accounts and believes it is not
		exposed to any significant credit risk on its cash balances.

Customer Concentrations and Receivables

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

Three major customers comprise 98% of the Companys revenues from
		installation and licensing fees from installations of the Companys Table
		Trac system in 2002. Two major customers comprise 87% of the
		Companys revenues from installation and licensing fees from installations
		of the Companys Table Trac system in 2001. From inception, three
		major customers have accounted for 90% of the Companys revenues.

The estimated loss that management believes is probable is included in
		the allowance for doubtful accounts. While the ultimate loss may differ,
		management believes that any additional loss will not have a material impact on
		the Companys financial position. Due to uncertainties in the collection
		process, however, it is at least reasonably possible that managements
		estimate of the outcome will change during the next year. That amount cannot be
		estimated.

Accounts Receivable - Stockholders

Accounts receivable - stockholders consists of amounts advanced to the
		Companys President, its chief financial officer (CFO), and its sales
		manager. These amounts are non interest bearing, unsecured, and due on demand.
		The Company has been receiving regular repayments through both direct repayment
		and payroll deductions. In 2003, the Company was forced to terminate its CFO
		and suspend commission advances to its sales manager. In addition, in 2002 the
		Presidents salary is being accrued, but he is currently not being paid
		(See Note 2). For these reasons the Company allowed for $26,359 of these
		receivables at December 31, 2002. While the ultimate amount collectible may
		differ, management believes that any variance will not have a material impact
		on the Companys financial position. Due to uncertainties in the
		collection process, however, it is at least reasonably possible that
		managements estimate of the collectibility will change during the next
		year. That amount cannot be estimated.

Inventory

Inventory is recorded at the lower of cost (determined on a first-in,
		first-out basis) or market. Inventory levels significantly exceed the
		Companys current requirements. In 2001 the estimated loss that management
		believes is probable was included in the inventory valuation allowance. Due to
		uncertainties, however, it is at least reasonably possible that
		managements estimate will change during the next year. That amount cannot
		be estimated.

Competition

The Company is unaware of any other companies actively pursuing a
		competing table top system for table games management/accounting. Table
		Tracs system performs management/accounting functions as well as other
		valuable functions for the casino, including table games Player Rating
		functions. The Company is aware of several competitors offering automation
		solutions for table games Player Rating. The Company is confident that its
		Player Rating solution is equal to any currently being offered by its
		competitors; however, some of the Companys competitors may have
		substantially greater resources than the Company.

Supplier Concentration

The Company maintains one relationship for manufacture of Table Trac
		units. The Company is aware of other local electronic manufacturers offering
		equivalent manufacturing capability whose services the Company could readily
		hire if this primary supplier fails.

Long-Lives Assets

In accordance with SFAS 121, Accounting For The Impairment Of Long-
		Lived Assets And For Long-Lived Assets To Be Disposed Of, the Company reviews
		its long-lived assets and intangibles related to those assets periodically to
		determine potential impairment by comparing the carrying value of the
		long-lived assets outstanding with estimated future cash flows expected to
		result from the use of the assets, including cash flows from disposition.
		Should the sum of the expected future cash flows be less than the carrying
		value, the Company would recognize an impairment loss. An impairment loss would
		be measured by comparing the amount by which the carrying value exceeds the
		fair value of the long-lived assets and intangibles. To date, management has
		determined that no impairment of long-lived assets exists.

Comprehensive Income

SFAS No. 130 establishes standards for the reporting and disclosure of
		comprehensive income and its components which will be presented in association
		with the companys financial statements. Comprehensive income is defined
		as the change in a business enterprises equity during a period arising
		from transactions, events or circumstances relating to nonowner sources, such
		as foreign currency translation adjustments and unrealized gains or losses on
		available-for-sale securities. It includes all changes in equity during a
		period except those resulting from investments by or distributions to owners.
		For the years ended December 31, 2002, 2001 and inception to December 31, 2002
		and 2001, net income and comprehensive income were equivalent.

Earnings Per Share

The Company has implemented FASB 128: Earnings Per Share. FASB 128
		replaces the presentation of primary EPS with basic EPS. Basic EPS excludes
		dilution and is computed by dividing net income by the weighted-average number
		of common shares outstanding for the year. Diluted EPS reflects the potential
		dilution from stock options and warrants and is computed using the treasury
		stock method. Under the treasury stock method stock options are assumed to have
		been exercised at the beginning of the period if the exercise price exceeds the
		average market price during the period. Stock options and warrants are excluded
		in the EPS calculation due to their antidulitive effect.

Reclassification

Certain reclassifications have been made to 2001 and the inception to
		date information to conform to the 2002 presentation. These reclassifications
		had no income effect.

2. Going Concern/Development Stage Company

From inception to December 31, 2002, the Company is deemed to be in the
		development stage. To date the Company has devoted the majority of its efforts
		to: raising capital; research and development and patenting of its Table
		Trac system; establishing sources of supply; and developing markets.
		Planned principal operations have commenced, but there have not been
		significant revenues from installation and licensing fees from the Table
		Trac system to date.

The Company incurred a net loss of $220,570 in 2002, $360,893 in 2001
		and has incurred net losses of $1,258,917 inception to date. These losses raise
		substantial doubts about the Companys ability to continue as a going
		concern without additional debt or equity financing. At December 31, 2002, the
		Company had $139 in cash. The certificate of deposit at December 31, 2002, has
		been assigned as security on the Companys office lease and is not
		available for working capital needs (see Note 4). In January 2003, the Company
		terminated three employees and implemented other cost cutting measures. These
		cost savings allow the Company to breakeven at its current revenue levels.
		Although not actively pursuing debt or equity financing at this time, the
		Company may need additional monies in the future. Ultimately the Company feels
		it will be able to: expand its casino customer base; install and license its
		Table Trac system; and achieve profitable operations and thereby realize
		assets and settle obligations in the normal course of operations. No estimate
		can be made of the range of loss that is reasonably possible should the Company
		be unsuccessful

3. Related Party Transactions

Common Stock Issued for Contributed Assets

A designate of the Company's founder and President received 1,230,000
		shares of common stock upon formation of the Company in exchange for $570 and
		the President's assignment of the software for the Table Trac system which he
		had developed to date and all design work and concept development, including
		all future rights, title and interest to inventions, improvements and
		application of and to certain Letters of Patent to be obtained. Assets received
		were valued at their fair value of $30 at the date of assignment.

Investment - Joint Venture

In July 2001, the Company and Global Payment Technologies, Inc. (Global)
		(NASDAQ:GPTX) formed a 50:50 joint venture, Globaltrac, LLC (Globaltrac).
		Globaltrac was to manufacture a new product, Centurion. The Company and Global
		were each to have the right to distribute and sell Centurion. These agreements
		also gave Global the exclusive right to sell the Companys casino
		management system product outside of the United States and Canada, subject to
		minimum sales requirements.

The Company had sales of $2,852 in 2002 and $1,265 in 2001 to
		Globaltrac.

At December 31, 2002, Globaltrac was all but inactive. At December 31,
		2002, the Company wrote off its remaining investment of $1,219 in Globaltrac.

In 2003, the Company has had conversations with Global about
		resuscitating Globaltrac. These conversations have been very preliminary and
		their ultimate success can not be determined at this time.

4. Lease

The Company leases its office facilities under an operating lease
		expiring in November 2003. This lease is secured by a pledge of the
		Companys certificate of deposit ($5,637 at December 31, 2002). Future
		minimum lease payments are as follows: 2003 $ 26,400

Rent expense was $28,050 in 2002 and $27,858 in 2001, and $58,326 from
		inception to December 31, 2002.

5. Stockholders Equity

Preferred Stock

In 2002, the Company attempted to raise monies through the sale of
		preferred stock. Only one unit of $5,000 was sold under this offering. These
		proceeds are presented net of offering costs of $1,680 in the accompanying
		financial statements.

The preferred stock is convertible to capital stock. One share of common
		stock for one share of preferred stock. The preferred shares have preference
		over capital stock only in the liquidation of the corporation. The preferred
		shares get a stock dividend of one share of capital stock for every 5 shares of
		preferred stock.

Stock Options and Warrants

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

The Company has issued options and warrants to various parties as
		follows:



|Nature of Grant               | Number of Shares | Exercise Price Per Share | Option Period  
|----------------------------- | ---------------- | ------------------------ | ---------------
|Employee stock incentive plan | 25,000           | $.22                     | 5/02 to 5/07   
|Bridge financing incentive    | 6,000            | $1.25                    | 12/98 to 12/03 
|Underwriter compensation      | 28,186           | $1.25                    | 7/99 to 7/04   
|Underwriter compensation      | 34,167           | $1.65                    | 11/00 to 11/03 
|Severance package             | 50,000           | $ .30                    | 9/01 to 9/04   
|Balance December 31, 2002     | *118,353*        | *$ .30 to $1.65*         | *12/98 to 5/07*

The Company has reserved shares of its common stock in the event these
		options and warrants are exercised.

6. Marketing Rights

In February 1999, the Company entered into an agreement granting
		individual exclusive world wide marketing rights to the Companys products
		provided this individual met performance goals as outlined in the agreement. In
		Septemer 2001, the Company entered into an agreement to terminate these
		marketing rights. As a part of this termination agreement the Company did agree
		to pay this individual a 5% commission on gross sales from a particular
		potential customer through July 31, 2005. No sales have occurred to date and no
		commissions have been earned.

7. Supplemental Cash Flow Information

Cash paid during the year for:

|                 | Inception | 2002    | 2001    
|---------------- | --------- | ------- | --------
|To Date Interest | $ -       | $ 6,672 | $ 41,554
|Income taxes     | $ -       | $ -     | $ -     



Summary of Non Cash Activity:

The Company issued 82,000 shares of additional founders common
		stock for technology valued at $40.

The Company issued 102,500 shares of common stock for legal fees and
		organizational fees valued at $2,050.

Inception to December 31, 2001, the Company has issued 27,500 shares of
		common stock in lieu of interest on the notes payable stockholders. Interest
		expense of $55,000 was recorded relating to these issuances.

Inception to December 31, 2002, the Company has issued 289,005 shares of
		common stock in lieu of compensation for salaries and services. Expense of
		$92,329 was recorded relating to these issuances. $1,025 was capitalized and
		subsequently amortized.

$247,500 in indebtedness was converted to common stock in 2000. These
		conversions are reflected net of unamortized loan costs of $9,833 in the
		accompanying financial statements.

8. Income Taxes

The Company was treated as a subchapter S corporation from inception
		through December 31, 1998. Income taxes for 2002 and 2001 consisted of the
		following:



|                             | 2002              | 2001          
|---------------------------- | ----------------- | --------------
|Current:                     |                   |               
|Federal                      | $ -               | $ -           
|State                        | -                 | -             
|State minimum fee            | -                 | -             
|                             | -                 | -             
|Deferred:                    |                   |               
|Federal                      | -                 | -             
|State                        | -                 | -             
|                             | -                 | -             
|                             | ----------------- | --------------
|Income tax benefit (expense) | *$ -*             | *$ -*         
|                             |                   |               

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



|                                                              | 2002       | 2001   
|------------------------------------------------------------- | ---------- | -------
|                                                              | Amount     | Percent
|Expected federal tax                                          | $ (75,000) | (34)%  
|Surtax exemption                                              | 5,800      | 3      
|State income tax, net of federal tax benefit                  | (14,300)   | (6)    
|Valuation and utilization of net operating loss carryforwards | 83,500     | 37     
|State minimum fee                                             | -          | -      
|                                                              | *$ -*      | *- %*  
|                                                              |            |        

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



|                                                                | 2002      | 2001     
|--------------------------------------------------------------- | --------- | ---------
|Allowance for doubtful accounts                                 | $ 10,000  | $ 2,500  
|Inventory valuation allowance                                   | 6,000     | 6,500    
|Deferred tax asset relating to net operating loss carryforwards | 325,000   | 335,000  
|                                                                | 341,000   | 344,000  
|Valuation allowance                                             | (341,000) | (344,000)
|Deferred tax asset                                              | *$ -*     | *$ -*    

At December 31, 2002, the Company has carryforwards available to offset
		future taxable income as follows:



|     | Federal     | State      
|---- | ----------- | -----------
|2014 | $ 137,000   | $ 137,000  
|2015 | 141,000     | 141,000    
|2016 | 340,000     | 340,000    
|2017 | 194,000     | 194,000    
|     | *$ 812,000* | *$ 812,000*