UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


Form 10-QSB

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2006

OR

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

For the transition period from _____________to _____________

Commission File Number 0-28383

Table Trac, Inc.
(Exact name of small business issuer as specified in its charter)

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

15612 Highway 7,
Suite 250 Minnetonka,
Minnesota 55345
(Address of principal executive offices)

(952) 548-8877
(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 --

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

Securities registered pursuant to Section 12(g) of the Act:
3,959,034 Shares of Common Stock outstanding as of August 21th 2006

Table Trac, Inc.

I N D E X
PART I. FINANCIAL INFORMATION
 
Item 1. Financial Statements
Balance Sheets as of June 30, 2006 (unaudited)
and December 31, 2005 (audited)
Statements of Operations for the three and 6 months
ended June 30, 2006 and 2005 (unaudited)

Statements of Cash Flows for the six
months ended June 30, 2006 and 2005 (unaudited)

Selected Notes to Financial Statements (unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES

Part I. FINANCIAL INFORMATION

Item I. FINANCIAL STATEMENTS

Table Trac, Inc.
Balance Sheets
(Unaudited)

  June 30,
2006
(unaudited)
Dec 31,
2005 (audited)
ASSETS    
Current assets:    
Cash $174,458 $99,996
Accounts receivable, no allowance for doubtful accounts deemed necessary 125,288 266,973
Inventory 44,845 6,767
Miscellaneous receivable 2,400 0
Prepaid expenses 17,900 2,400
Total current assets 364,891 376,136
     
Patent, net of accumulated amortization 14,327 15,009
     
Total assets $379,218 $391,145
     
LIABILITIES AND STOCKHOLDERS’ EQUITY    
Current liabilities:    
Accounts payable $ 3,347 $ 8,946
Deferred revenue 40,000 0
Accrued payroll and related 15,088 15,194
Total current liabilities 58,435 24,140
     
Stockholders’ equity :    
Subscriptions received for exercise of restricted common stock option 2,188 0
Common stock, no par value; 5,000,000 shares authorized: 3,959,034 shares issued and outstanding at June 30, 2006 and December 31, 2005 1,315,583 1,315,583
Accumulated deficit (996,988) (948,578)
Total stockholders’ equity 320,783 367,005
     
Total liabilities and stockholders’ equity $379,218 $391,145

Table Trac, Inc.
Statements of Operations
(Unaudited)

    Three Months Ended Six Months Ended
    April - June '06   April - June '05 Jan. - June '06   Jan. - June '05
             
Net Sales 134,590   453,893 294,764   619,638
Total COGS 14,453   118,108 36,437   135,843
  Gross Profit 120,137   335,785 258,327   483,795
Total Operating Expense 153,682   197,161 306,737   311,563
Income (Loss) from operations (33,545)   138,624 (48,410)   172,232
Other Income/Expense              
  Interest Expense 0   0 0   0
Net Income (Loss) Before Taxes   (33,545)   138,624 (48,410)   172,232
Income Taxes   0   -0- -0-   -0-
Net Income (Loss)   $ (33,545)   $ 138,624 $(48,410)   $172,232
Basic earnings (Loss) per share   $ (0.008)   $ 0.036 $( 0.012)   $ 0.045
Weighted average basic shares outstanding   3,959,034   3,831,534 3,959,034   3,831,534
Diluted earnings (Loss) per share   $ (0.008)   $ 0.034 $ (0.012)   $ 0.042
Weighted average diluted shares   3,959,034   4,112,377 3,959,034   4,112,377

Table Trac, Inc.
Statements of Cash Flows
(Unaudited)

      Six Months Ended
      June '06 June '05
OPERATING ACTIVITIES        
  Net Income (loss)   $(48,410) $172,232
  Adjustments to reconcile Net Income (loss) to net cash provided by operations:      
    Patents amortization 682 682
  Changes in operating assets and liabilities      
    Accounts receivable 141,685 (238,980)
    Inventory (38,078) (5,604)
    Miscellaneous Receivable (2400) - 0 -
    Prepaid Expense (15,500) - 0 -
    Accounts payable (5,599) (3,955)
    Deferred revenue 40,000 157,636
    Accrued Payroll (106) (8,471)
   
Net cash provided by (used in) Operating Activities     72,274 73,540
FINANCING ACTIVITIES        
  Subscriptions received for exercise of restricted common stock option   2,188 13,281
Net cash provided by Investing Activities     - 0 - 13,281
  Net cash increase for period   $74,462 $86,821
  Cash at beginning of period   99,996 19,776
Cash at end of period   $174,458 $106,597

Table Trac, Inc.
SELECTED NOTES TO FINANCIAL STATEMENTS
June 30, 2006

Note 1. Condensed Financial Statements:


The condensed balance sheet as of June 30, 2006, the statement of operations and cash flows for the periods ended June 30, 2006 and 2005 have been prepared by the Company, without audit. In the opinion of management, all adjustments (which include normal recurring adjustments and adjustments to revenues for compliance with the company's revenue recognition policy) necessary to present fairly the financial position, results of operations and changes in cash flows at June 30, 2006 and for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2005 audited financial statements filed on form 10-KSB.

Note 2. Revenue Recognition:

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

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

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

In 2005, a new category of sale was defined, a System Sale that included special programming with a customer acceptance clause and payable under an installment plan. Due to the Company not having a history of collection with this type of installment contract before, revenue is recognized as the contract is billed and collection is probable.

License and maintenance revenue: Software and maintenance revenue are recognized ratably over the contract period.

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

Note 3. Customer Concentration: Ten casino customers comprised 100% of the Company's revenues for the six months ended June 30, 2006.

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Business Overview:

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

The Company has developed and patented (U.S. patent # 5,957,776) a proprietary information and management system (Table Trac) that automates and monitors the operations of casino table games. In addition to table games management, since 2000 Table Trac has been adding functionality developing related casino system modules for guest rewards and loyalty club, marketing analysis, guest service, promotions administration / management, vault/cage management and audit / accounting. All of these modules use Table Tracs simple to learn browser based interface.

In 2005, the Company launched new products in the areas of promotions administration and management, customer mailing for tiered pre-encoded promotional marketing, gaming machine on-line accounting and management, gaming machine vault cage operations, touch screen customer service kiosks, guest service paging and wireless handheld communications. The Company believes that this development has greatly enhanced their opportunities for new system sales in the marketplace.

Results of Operations:

Anticipating the 4 casino system sale announced July 18, 2006 and the Oklahoma Casino sale annouced August 4th 2006, the Company began building inventory in the second quarter of 2006. Drawing on the partial down payments already received as of June 30, 2006 (see deferred revenue) the company acquired computer hardware and manufactured its custom electronic hardware for these orders. Costs normally associated with Cost of Sales including portions of employee salary and freight were absorbed as General and Administrative costs in the quarter ending June 30, 2006, as the sale is not recognized until installation is complete. This accounts for appearantly higher operating costs and seemingly lower cost of sales when compared to previous quarters.

Revenues for the three months ended June 30, decreased to $134,590 in 2006 from $453,893 in 2005. The decrease is directly related to the fact that a new system sale was recognized in the quarter in 2005 while htere were no system installations during the same period in 2006. Deferred revenues of $40,000 represent a partial payment in advance for the 4 casino contract announced July 18th.

Cost of sales for the three months ended June 30 decreased in 2006 to $14,453 from $118,108 in 2005. The decrease is directly related to the new system sale installed in the second quarter of 2005 where none was installed in 2006. Operating expenses for the three months ended June 30, 2006 decreased to $153,682 from $197,161 in 2005. Although marketing expenses are increased in 2006, overall expenses are lower due to decreased travel and temp labor expenses consumed during the system installation in progress during the second quarter of 2005. The result was that there was net loss of $33,545 for the three months ended June 30, 2006 compared to net income of $138,624 for the three months ended June 30, 2005. The basic earnings (loss) per share was $(0.008) for the three months ended June 30, 2006, compared to $0.034 for the three months ended June 30, 2005.

Revenues for the six months ended June 30, decreased to $294,764 in 2006 from $619,638 in 2005. The decrease is directly related to the fact that new system sales were recognized in the six months ended June 30, 2005 while there were no system installations during the same period in 2006. Deferred revenues of $40,000 represent a partial payment in advance for the 4 casino contract being installed in the last half of 2006.

Cost of sales for the six months ended June 30 decreased in 2006 to $36,437 from $135,843 in 2005. The decrease is directly related to the new system installations in the six months ended June 30, 2005 where none was installed in the same period in 2006. Operating expenses for the six months ended June 30, 2006 decreased to $306,737 from $311,563 in 2005. Although marketing expenses are increased in 2006, overall expenses are lower due to decreased travel and labor expenses consumed during the system installations that occurred in the six months ended June 30, 2005. The result was that there was net loss of $48,410 for the six months ended June 30, 2006 compared to net income of $172,232 for the six months ended June 30, 2005. The basic earnings (loss) per share was $(0.012) for the six months ended June 30, 2006, compared to $0.045 for the six months ended June 30, 2005.

Liquidity and Capital Resources:

Cash for the period ending June 30, 2006 increased to $174,458 from $99,996 at Dec 31, 2005 primarily due to collection of receivables outstanding at year end. There are no known trends, events or uncertainties that are likely to have a material impact on short or long-term liquidity. The primary source of liquidity in both the short term and the long term will be system sales and the resulting License and Maintenance fees from existing systems. Management has been able to manage its expenses and cash flows for the swings in cash flows the Company has experienced so that monthly obligations are met by revenues from existing contracts. Management believes that the Company has adequate cash to meet its obligations and continue operations for both existing customer contracts and ongoing product development.

Subsequent Events:

The Company has received orders for 4 casino systems to be delivered to Central America announced in PR Newswire July 18 2006, one casino system to be delivered in Oklahoma announced in PR Newswire August 4 2006, and one casino system to be delivered in Wisconsin announced in PR Newswire August 21 2006. The first of the 4 systems ordered for Central America has been delivered as of Aug 21, 2006 and is in the process of being installed. This installation includes a language conversion of many user screens into Spanish. The Oklahoma system installation is in progress as of August 19, 2006 with the Players Club and Promotions Administration system already in use for their Grand Opening drawings and promotions. The Company has the electronic hardware for the Wisconsin system in inventory and expects the installation to occur in the 3rd quarter.

Safe Harbor:

The Private Securities Litigation Reform Act of 1995 provides "safe harbor" for forward-looking statements. Certain information included in this Form 10-QSB and other materials filed or to be filed by the Company with the Securities and Exchange Commission (as well as information included in oral statements or other written statements made or to be made by the Company) contain statements that are forward-looking, such as statements relating to plans for sales and marketing, liquidity, and other business activities and developments. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf of the Company. These risks and uncertainties include, but are not limited to, dependence on a limited number of customers, general economic conditions, or changes in federal or state laws or regulations.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

None.

ITEM 3. CONTROLS AND PROCEDURES

The President and Chief Executive Officer of the Company have concluded based on their evaluation as of the period covered by this Report, that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Securities Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company's management, including the president, as appropriate to allow timely decisions regarding required disclosure.

There were no significant changes in the Company's internal controls or, to our knowledge, in other factors that could significantly affect these internal controls subsequent to the date of such evaluation.

Since the Company does not have a formal audit committee, its Board of Directors oversees the responsibilities of the audit committee. The Board is fully aware that there is lack of segregation of duties due to the small number of employees dealing with general administrative and financial matters; However, the board has determined that considering the employees involved and the control procedures in place, risks associated with such lack of segreation are insignificant and the potential benefots of adding employees to clearly segregate duties does not justify the expenses associated with such increases at this time.

ITEM 6. Exhibits and Reports on Form 8-K

None.

SIGNATURE

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


Table Trac, Inc.
Date Aug 21, 2006
By: /s/ Chad Hoehne
President CEO

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECURITIES EXCHANGE ACT OF 1934
RULE 13a-14(a) OR 15d-14(a)

I, Chad Hoehne, certify that:


1. I have reviewed and read this Quarterly Report on Form 10-QSB of Table Trac, Inc.;
2. Based on my knowledge, this Quarterly 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 Quarterly Report;
3. Based on my knowledge, the financial statements and other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Quarterly Report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in the Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervisions, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Quarterly Report based on such evaluation; and
(c) disclosed in this Quarterly Report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and board of directors performing the equivalent functions of an audit committee:
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting; and


Date: Aug 21, 2006
By: /s/ Chad Hoehne
Name: Chad Hoehne
Title: Chief Executive Officer and principal financial officer

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECURITIES EXCHANGE ACT OF 1934
RULE 13a-14(a) OR 15d-14(a)

I, Chad Hoehne certify that:

6. I have reviewed and read this Quarterly Report on Form 10-QSB of Table Trac, Inc.;
7. Based on my knowledge, this Quarterly 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 Quarterly Report;
8. Based on my knowledge, the financial statements and other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Quarterly Report;
9. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in the Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervisions, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Quarterly Report based on such evaluation; and
(c) disclosed in this Quarterly Report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
10. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and board of directors performing the equivalent functions of an audit committee:
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting; and

Date:Aug 21, 2006

By: /s/ Chad Hoehne
Chief Executive Officer and principal financial officer

CERTIFICATION PURSUANT TO SECURITIES EXCHANGE ACT OF 1934
RULE 13a-14(b) OR 15d-14(b) AND
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Table Trac, Inc. (the "Company") on Form 10-QSB for quarter ended June 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Quarterly Report"), I, Chad Hoehne, Chief Executive Officer of the Company, certify for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and Section 1350 of Chapter 63 of Title 18 of the United States Code, that:
1. the Quarterly Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
2. the information contained in the Quarterly Report fairly presents, in all material respect, the financial condition and results of operations of the Company.

Dated: Aug 21, 2006
By: /s/ Chad Hoehne
Chief Executive Officer and principal financial officer

CERTIFICATION PURSUANT TO SECURITIES EXCHANAGE ACT OF 1934
RULE 13a-14(b) OR 15d-14(b) AND
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Table Trac, Inc. (the "Company") on Form 10-QSB for quarter ended June 30, 2006, as filed with the Securities and Exchange Commission on the date hereof (the "Quarterly Report"), I, Chad Hoehne, Chief Financial Officer of the Company, certify for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and Section 1350 of Chapter 63 of Title 18 of the United States Code, that:
3. the Quarterly Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
4. the information contained in the Quarterly Report fairly presents, in all material respect, the financial condition and results of operations of the Company.

Dated: Aug 21, 2006

By: /s/ Chad Hoehne
Chief Executive Officer and principal financial officer