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  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 5/23/05  VMH Videomoviehouse Com Inc       10QSB/A     3/31/05    3:17                                     1002014

Document/Exhibit                   Description                      Pages   Size 

 1: 10QSB/A     Vmh Videomoviehouse.Com Inc. Form 10-Qsb/A for      HTML    129K 
                          March 31, 2005.                                        
 2: EX-31.1     Certification of Principal Executive and Financial  HTML     11K 
                          Officer.                                               
 3: EX-32.1     Sarbanes-Oxley of Chief Executive and Financial     HTML      7K 
                          Officer.                                               

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VMH VIDEOMOVIEHOUSE.COM INC.
(Exact name of registrant as specified in its charter)

14 - 34368 Manufacturer's Way
Abbotsford, British Columbia, Canada V2S 7M1
(Address of principal executive offices)

(604) 852-1806
(Registrant's telephone number, including area code)

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

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- 2 -

VMH VideoMovieHouse.com Inc.
Balance Sheets
								March 31,
								2005		June 30,
								(unaudited)		2004
ASSETS
CURRENT ASSETS
	Cash						$	23,964	$	50,022
	Accounts receivable							81,287		45,872
	Sales tax receivable							21,484		18,382
	Prepaid expenses							1,266		-
	Inventory							380,754		225,968
			TOTAL CURRENT ASSETS					508,755		340,244
PROPERTY AND EQUIPMENT
	Property and equipment, net							24,105		31,319
			TOTAL PROPERTY AND EQUIPMENT					24,105		31,319
OTHER ASSETS
	Website and technology, net of amortization							54,166		-
	Deposits							4,405		4,405
			TOTAL OTHER ASSETS					58,571		4,405
TOTAL ASSETS							$	591,431	$	375,968
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
	Accounts payable and accrued expenses						$	403,748	$	304,742
	Accounts payable, related party							-		7,532
	Line of credit							-		14,028
	Notes payable, current portion							20,755		19,500
			TOTAL CURRENT LIABILITIES					424,503		345,802
LONG-TERM LIABILITIES
	Notes payable							3,654		3,334
			TOTAL LONG-TERM LIABILITIES					3,654		3,334
COMMITMENTS AND CONTINGENCIES								-		-
STOCKHOLDERS' EQUITY (DEFICIT)
	Common stock, no par, 200,000,000 shares authorized;
		32,793,757 and 22,432,757 shares issued and outstanding, respectively						1,078,633		774,327
	Accumulated deficit							(905,820)		(747,495)
	Accumulated other comprehensive income (loss)							(9,539)		-
			TOTAL STOCKHOLDERS' EQUITY (DEFICIT)					163,274		26,832
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)							$	591,431	$	375,968

See accompanying condensed notes to these interim financial statements.
F-1

- 3 -

VMH VideoMovieHouse.com Inc.
Statements of Operations and Comprehensive Income (Loss)
				Three Months Ended				Nine Months Ended
				March 31,				March 31,
				2005		2004		2005		2004
				(unaudited)		(unaudited)		(unaudited)		(unaudited)
REVENUES, net of returns and charge backs			$	1,012,602	$	344,208	$	2,717,744	$	892,106
COST OF GOODS SOLD				608,305		240,001		1,776,460		543,887
GROSS PROFIT				404,297		104,207		941,284		348,219
E X P E N S E S
	Selling expenses			266,085		90,214		448,854		247,469
	Advertising			121		6,508		121		37,701
	General and administrative			19,819		147,681		447,930		385,680
	Amortization and depreciation			13,172		33,686		17,852		101,058
	Professional fees			40,865		1,548		42,358		13,975
	Wages			33,464		35,443		138,984		127,942
		TOTAL EXPENSES		373,526		224,866		1,096,099		666,356
INCOME (LOSS) FROM OPERATIONS				30,771		(120,659)		(154,815)		(318,137)
OTHER INCOME (EXPENSES)
	Interest expense			(877)		-		(1,755)		-
		TOTAL OTHER INCOME (EXPENSE)		(877)		-		(1,755)		-
NET INCOME (LOSS)				29,894		(120,659)		(156,570)		(318,137)
INCOME TAXES				-		-		-		-
NET INCOME (LOSS)				29,017		(120,659)		(158,325)		(318,137)
OTHER COMPREHENSIVE INCOME (LOSS)
	Foreign currency translation gain (loss)			(1,754)		5,279		(9,539)		(232)
COMPREHENSIVE NET INCOME (LOSS)			$	27,263	$	(115,380)	$	(167,864)	$	(318,369)
BASIC AND DILUTED NET LOSS PER
	COMMON SHARE		$	nil	$	(0.01)	$	nil	$	(0.02)
WEIGHTED AVERAGE NUMBER OF BASIC
	AND DILUTED COMMON STOCK
	SHARES OUTSTANDING			32,793,757		18,966,090		32,718,831		18,954,979

See accompanying condensed notes to these interim financial statements.
F-2

- 4 -

VMH VideoMovieHouse.com Inc.
Statements of Cash Flows
							Nine Months Ended
							March 31,
							2005		2004
							(unaudited)		(unaudited)
CASH FLOWS FROM
	OPERATING ACTIVITIES
	Net loss					$	(158,325)	$	(318,137)
	Adjustments to reconcile net loss to net cash provided
		(used) by operations:
		Amortization and depreciation					17,852		101,058
		Stock issued for services					197,000		-
		Stock issued for employee bonuses					2,410		5,000
		Options issued for services					15,900		-
		(Increase) decrease in:
		Receivables					(38,517)		8,632
		Inventory					(154,786)		42,902
		Prepaid expenses					(1,266)		-
		Accounts payable - related parties					(7,532)		(16,528)
		Accounts payable					106,506		106,559
		Line of credit					(14,028)		-
		Accrued interest on notes payable					2,075		-
Net cash provided (used) by operating activities							(32,711)		(70,514)
CASH FLOWS FROM
	INVESTING ACTIVITIES
Net cash (used) by investing activities							-		-
CASH FLOWS FROM
	FINANCING ACTIVITIES
		Proceeds from exercise of options					9,025		-
		Bank overdrafts payable					-		17,902
		Notes payable					(500)		-
		Proceeds from borrowing					-		36,605
Net cash provided by financing activities							8,525		54,507
NET DECREASE IN CASH							(24,186)		(16,007)
Other comprehensive gain (loss) - foreign currency translation							(1,872)		(100)
CASH - Beginning of period							50,022		16,107
CASH - End of period						$	23,964	$	-
SUPPLEMENTAL CASHFLOW DISCLOSURES
	Interest expense paid					$	-	$	-
	Income taxes paid					$	-	$	-
SIGNIFICANT NON-CASH TRANSACTIONS
	Stock issued for services for website development					$	65,000	$	-
	Stock issued for services					$	197,000	$	-
	Common stock issued for employee bonuses					$	2,410	$	-
	Options issued for services					$	15,900	$	-
	Stock issued for accounts payable for services					$	7,500	$	-

See accompanying condensed notes to these interim financial statements.
F-3

- 5 -

The foregoing unaudited interim financial statements of VMH-Videomoviehouse.com, Inc. (hereinafter "VMH" or "the Company") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Regulation S-B as promulgated by the Securities and Exchange Commission ("SEC"). Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited interim financial statements should be read in conjunction with the audited financial statements for the year ended June 30, 2004. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.

The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company's financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of the Company's financial position and results of operations.

Operating results for the nine month period ended March 31, 2005 are not necessarily indicative of the results that may be expected for the year ending June 30, 2005.

This summary of significant accounting policies of VMH is presented to assist in understanding the Company's financial statements. The financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Going Concern
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At March 31, 2005, the Company had limited cash resources, and an accumulated deficit of $905,820. These factors raise substantial doubt about the Company's ability to continue as a going concern.

F-4

- 6 -

Continuation of the Company is dependent on achieving sufficiently profitable operations and possibly obtaining additional financing. Management has and is continuing to raise additional capital from various sources. There can be no assurance that the Company will be successful in raising additional capital should it decide additional capital is required. The financial statements do not include any adjustment relating to the recoverability and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

Deferred Expenses
Salaries for officers that have been deferred are included in wages in the statement of operations and in accounts payable-related party on the balance sheet. At March 31, 2005 there are no deferred officers salaries accrued.

Foreign Currency Translation
The Company's functional currency is U.S. dollars. Assets, other than fixed assets, and liabilities of the Company's operations are translated into U.S. dollars at the current exchange rates, and revenue is collected and recorded is U.S. dollars. The Company's fixed assets are translated at historical exchanges rates. Expenses are translated at the average exchange rates during the period and exchange differences arising on translation are disclosed as a separate component of shareholders' equity. Realized gains and losses from foreign currency transactions are reflected in the Company's results of operations.

Revenue and Cost Recognition
The Company's revenues are recognized at the time of shipment of products. The Company sells its products and indirectly, using online marketing services. Cost of goods is primarily made up of costs associated with videos and DVDs. Revenues are recognized net of sale returns and charge backs. The Company currently provides no allowance for sales returns and recognizes the refunds when paid.

Reseller Commissions
Reseller commissions are recorded as an expense if the cumulative affirmative impact of indicators of gross revenue reporting, as outlined in EITF 99-19, Indicators 7-14, are met by the Company in the transaction. The Company pays a commission recorded as a selling expense, strictly on a success basis as a result of selling the Company's products and services to third party customers. When the Company has credit card charge backs, these charge backs are netted against sales.

Recent Accounting Pronouncements
In November 2004, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 151, "Inventory Costs - an amendment of ARB No. 43, Chapter 4." This statement amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). Paragraph 5 of

F-5

- 7 -

ARB 43, Chapter 4, previously stated that ". . . under some circumstances, items such as idle facility expense, excessive spoilage, double freight, and rehandling costs may be so abnormal as to require treatment as current period charges. . . ." This statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of "so abnormal." In addition, this statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. This statement is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Management does not believe the adoption of this statement will have any immediate material impact on the Company.

In December 2004, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 153. This statement addresses the measurement of exchanges of nonmonetary assets. The guidance in APB Opinion No. 29, "Accounting for Nonmonetary Transactions," is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. This statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. This statement is effective for financial statements for fiscal years beginning after June 15, 2005. Earlier application is permitted for nonmonetary asset exchanges incurred during fiscal years beginning after the date of this statement is issued. Management believes the adoption of this Statement will have no impact on the financial statements of the Company.

During the nine months ended March 31, 2005 the Company issued 241,000 shares of common stock for employee Christmas bonuses of $2,410; 190,000 shares of common stock for services of $7,500; issued 8,440,000 shares of common stock for consulting services of $197,000. The Company also issued 1,300,000 shares of common stock for expenses of $65,000 incurred for new web site development and 190,000 options were exercised for $9,025.

On March 24, 2004, the Company's board of directors approved the VMH VideoMovieHouse.com 2004 Nonqualified Stock Option Plan. This plan, subject to the authorization of the Company's board of directors, allows the Company to distribute up to 5,000,000 options on common stock shares to officers, directors, employees and consultants at an exercise price of up to $0.25 per share.

On October 8, 2004 the board of directors approved an increase in S-8 stock to 15,000,000 options on common stock shares to officers, directors, employees and consultants at an exercise price of up to $0.03 per share.

F-6

- 8 -

The following is a summary of the Company's open stock option plans:

Equity compensation plans not approved by shareholders		Number of securities to be issued upon exercise of outstanding options		Weighted-average exercise price of outstanding options		Number of securities remaining available for future issuance under equity compensation plans
2004 Stock Option Plan		-		-		70,000
Total		-	$	-		70,000

During the quarter ended December 31, 2004 the Company granted 7,500,000 common stock options for services of $150,000. These options were issued to consultants assisting in the expansion of the Company's operations into Europe. The Company also granted 1,300,000 shares for services of $65,000. Additionally, 940,000 shares of common stock options were granted for services of $47,000 and 190,000 shares of common stock options were granted for services of $7,500. All options were immediately exercised.

During the year ended June 30, 2004, the Company granted 3,400,000 common stock options in consideration for debt retirement at exercise prices ranging from $0.02 to $0.08 per share valued at $90,000 and 100,000 options as payment for consulting services valued at $5,000. These options were immediately exercised.

During the quarter ended March 31, 2005 no options were granted, exercised, expired, or forfeited.

See Note 2.

F-7

- 9 -

The following is a summary of the status of fixed options outstanding at September 30, 2004:

					Number of Shares		Weighted Average Exercise Price
Outstanding, July 1, 2002				$	-		-
Granted					4,710,000		0.03
Exercised					(4,710,000)		0.03
Outstanding, June 30, 2003					-		-
Granted					3,500,000		0.03
Exercised					(3,500,000)		0.03
Outstanding, June 30, 2004					-		-
Granted					190,000		0.04
Exercised					(190,000)		0.04
Outstanding, September 30, 2004				$	-		-

Approximately 98% of the Company's sales are through the sub-distributor relationships with Amazon.com (Amazon) and Half.com (Half). The sales process is as follows: A customer places an order for a video or DVD through Amazon or Half and pays Amazon or Half for the purchase with a credit card. Amazon or Half sends the order information to VMH, and VMH ships the order directly to the customer. In four to fourteen days Amazon or Half remits the payment to VMH less the commission due to Amazon or Half for acting as the sub-distributor for the sale. The sale is recognized by VMH upon shipment of the product. According to EITF 99-19 gross sales net of returns, charge backs and uncollected payments are recorded at the time of shipment. In accordance with guidance established in EITF 99-19, the Company recognizes the sale as a gross sale, as the Company bears inventory risk, establishes the price of the product, has discretion in its supplier, and bears the credit risk.

Charge backs and returns are made through Amazon or Half refunding the credit card charge back to the customer and withholding the amount from the next remittance to VMH charge backs for uncollected credit card payment are also withheld from the next remittance to VMH. Returns and charge backs are $172,699 and $64,845 for the nine months ending March 31, 2005 and 2004, respectively.

The Company does not receive any discounts, rebates or coupons from Amazon or Half in accordance with the sub-distributor relationship, nor does the Company offer Amazon, Half or its direct customers any discounts, coupons or rebates.

F-8

- 10 -

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

We are in the business of selling DVDs CDs and videotapes over the Internet through our web site www.videomoviehouse.com and through the websites of Amazon.com and Half.com. We recently expanded our market exposure by listing products for sale on a test basis in the United Kingdom using Amazon.UK, and are considering plans to move into France, Germany and Japan.

On April 2005 we launched our new DVD rental web-site in Canada. This site will offer movies for rent to customers who will pay a monthly membership fee to receive DVDs via mail for home viewing. The DVD must be returned to us via mail, however there is no time limit for their return and no late charges as long as the monthly fees are paid. Also, there is no limit to the number of DVDs a customer may rent for the monthly fee provided however, that only three DVDs may be booked out at any given time. A full scale North America launch is planned in stages over the next 12 months. In order to adequately fund this expansion, the Company will need to raise sufficient capital for inventory and automated processing equipment. Several methods and sources of funding are now being considered.

Approximately 98% of the Company's sales are realized through its sub-distributor relationships with Amazon.com and Half.com.The Company relies on these relationships as a material part of its operation.

We have recently made application to NASD for a listing on the OTC.BB bulletin board.

Our auditors have issued a going concern opinion regarding the financial statements. This means that they are uncertain as to our being able to continue as an on-going business for the next twelve months.

Liquidity and Capital Resources
Current assets as of March 31, 2005 were $508,755 and current liabilities were $424,503 compared to March 31, 2004 when current assets were $340,244 and current liabilities were $345,802. We are still experiencing some strain on our cash flow, although our working capital ratio has turned positive. To raise expansion capital, last quarter, we entered into an agreement for a $10,000,000 USD equity line of credit with A.I. International Corporate Holdings Ltd., however, by mutual consent, the agreement was terminated before any funds were drawn. No fees were paid, nor liabilities incurred as a result of the cancellation of this agreement. The Company is now seeking more conventional and less expensive methods of financing its expansion, however no such financing has yet to be secured.

Results of Operations
Revenue for the quarter was $1,012,602 up dramatically from $344,208 for the same quarter last year. Income from operations this quarter was $30,771 compared to a loss of $ 120,659 for the same quarter last year. The increase in sales was mainly due to our ability to offer more titles and product for sale. This was made possible by one of our major suppliers who has significantly increased our credit limit and relaxed our payment terms. Additionally, we have seen a gradual improvement in our gross profit margins this quarter. Our greater purchasing power has opened up better buying opportunities in some product categories. Margins, however, will still tend to vary, as availability of discounted products is intermittent.

- 11 -

Inflation
Inflation has not been a factor effecting current operations, and is not expected to have any material effect on operations in the near future.

Foreign Operations
We rent office and warehouse space in Abbotsford, British Columbia, Canada which serves as the corporate and administrative as well as warehouse and shipping center. Our server and database are stored at a separate location.

Trends
Revenues have shown a dramatic increase over the same periods last year, and consistent with the prior two quarters. Sales have averaged approximately $ 900,000 USD per quarter this fiscal year, and are expected to improve as new markets and our rental web-site begin to generate new sales. We expect our core business of retail sales to continue to improve, but are also expecting the rental business to grow rapidly over the next year as our membership drive gains momentum.

The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the specified time periods. As of the end of the period covered by this report, VMH VideoMovieHouse.com Inc. Chairman (Principal Executive Officer) and VMH VideoMovieHouse.com Inc. Executive Vice President and Chief Financial Officer (Principal Financial Officer) evaluated, with the participation of VMH VideoMovieHouse.com Inc. management, the effectiveness of the Company's disclosure controls and procedures. Based on the evaluation, which disclosed no significant deficiencies or material weaknesses, VMH VideoMovieHouse.com Inc. Principal Executive and Principal Financial Officer each concluded that the Company's disclosure controls and procedures are effective. There were no changes in the Company's internal controls over financial reporting that occurred during the Company's most recent quarter that may have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Appearing immediately following the signatures section of this report there are two separate forms of "Certifications" of the CEO and the CFO. The first form of Certification is required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certification). This section of the report which you are currently reading is the information concerning the Controls Evaluation referred to in the Section 302 Certifications.

- 12 -

Disclosure Controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 (Exchange Act), such as this quarterly report, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's (SEC) rules and forms. Disclosure Controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Internal Controls are procedures which are designed with the objective of providing reasonable assurance that (1) our transactions are properly authorized; (2) our assets are safeguarded against unauthorized or improper use; and (3) our transactions are properly recorded and reported, all to permit the preparation of our financial statements in conformity with generally accepted accounting principles.

Our management, including our CEO and CFO, confirm that the control systems are at the "reasonable assurance" level, however, management does not expect that our Disclosure Controls or our Internal Controls will prevent all error and all fraud as a control system. No matter how well conceived and operated, they cannot provide absolute assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. However, upon discovery that the controls have become inadequate, they will be changed.

Our CEO/CFO evaluation of our Disclosure Controls and our Internal Controls included a review of the controls' objectives and design, the controls' implementation by us and the effect of the controls on the information generated for use in this quarterly report. In the course of the Controls Evaluation, we sought to identify data errors, controls problems or acts of fraud and to confirm that appropriate corrective action, including process improvements, were being undertaken. This type of evaluation will be done on a quarterly basis so that the conclusions concerning controls effectiveness can be reported in our Quarterly Reports on Form 10-QSB and Annual Report on Form 10-KSB. The overall goals of these various evaluation activities are to monitor our Disclosure Controls and our Internal Controls and to make modifications as necessary; our intent in this regard is that the Disclosure Controls and the Internal Controls will be maintained as dynamic systems that change (including with improvements and corrections) as conditions warrant.

- 13 -

Among other matters, we sought in our evaluation to determine whether there were any "significant deficiencies" or "material weaknesses" in our Internal Controls, or whether we had identified any acts of fraud involving personnel who have a significant role in our Internal Controls. This information was important both for the Controls Evaluation generally and because items 5 and 6 in the Section 302 Certifications of the CEO and CFO require that the CEO and CFO disclose that information to our Board of Directors Audit Committee and to our independent auditors and to report on related matters in this section of the quarterly report. In the professional auditing literature, "significant deficiencies" are referred to as "reportable conditions"; these are control issues that could have a significant adverse effect on the ability to record, process, summarize and report financial data in the financial statements. A "material weakness" is defined in the auditing literature as a particularly serious reportable condition where the internal control does not reduce to a relatively low level the risk that misstatements caused by error or fraud may occur in amounts that would be material in relation to the financial statements and not be detected within a timely period by employees in the normal course of performing their assigned functions. We also sought to deal with other controls matters in the Controls Evaluation, and in each case if a problem was identified, we considered what revision, improvement and/or correction to make in accord with our on-going procedures.

In accord with SEC requirements, our CEO and CFO note that, since the date of the Controls Evaluation to the date of this Quarterly Report, there have been no significant changes in Internal Controls or in other factors that could significantly affect Internal Controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

Based upon the Controls Evaluation, our CEO and CFO have concluded that, our disclosure controls are effective to ensure that material information relating to us and our subsidiary is made known to management, including our CEO and CFO, particularly during the period when our periodic reports are being prepared. Our internal controls are effective to provide reasonable assurance that our financial statements are fairly presented in conformity with generally accepted accounting principles.

(b)     Reports on Form 8-K

- 14 -

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 on this 23^rd day of May, 2005.

- 15 -

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Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10QSB/A Filing		Date		First		Last			Other Filings
		7/1/02		10
		6/30/03		10					10KSB
		3/24/04		8
		3/31/04		10		11			10QSB
		6/30/04		6		10			10KSB, NT 10-K
		9/30/04		10					10QSB
		10/8/04		8					S-8
		12/31/04		9					10QSB
For The Period Ended		3/31/05		1		11			10QSB, NT 10-Q
Filed On / Filed As Of		5/23/05
		6/15/05		8
		6/30/05		6					10KSB, NT 10-K
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