Item 6 - Management's Discussion and Analysis or Plan of Operation

The following discussion and analysis should be read in conjunction with the financial statements and related notes included elsewhere in this annual report on Form 10-KSB. This discussion contains forward-looking statements reflecting our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the sections entitled "Risk Factors" and "Caution Regarding Forward-Looking Information" appearing elsewhere in this annual report on Form 10-KSB.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We have identified certain of these policies as being of particular importance to the portrayal of our financial position and results of operations and which require the application of significant judgment by our management. We analyze our estimates including those related to marketable securities, accounts receivable, revenue recognition, inventory, and income taxes, and base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements:

Marketable Securities

Investments in the equity securities of other companies, including mutual fund investments, that have readily determinable fair values (as defined in Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities" (SFAS 115) are classified, at the date of acquisition, into three categories and accounted for as follows:

Trading Securities - Equity securities that are bought and held principally for the purpose of selling them in the near term are reported at fair value. Unrealized gains and losses are included in earnings.

Available-for-Sale Securities - Equity securities not classified in other categories are reported at fair value, with unrealized gains and losses excluded from earnings and reported in a separate component of shareholders' equity.

Held-to-Maturity Securities - Equity securities that the Company has the positive intent and ability to hold to maturity are reported at amortized cost.

Other investments that do not have a readily determinable fair value are recorded at amortized cost.

The Company evaluates the carrying value of all marketable securities classified as "held-to-maturity" or "other investments that do not have a readily determinable fair value" on a quarterly basis in accordance with Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". Any permanent impairment, if any, is charged to operations in the quarter in which the determination of impairment is made.

For purposes of computing realized gains and losses, the specific identification method is used.

Accounts Receivable and Revenue Recognition

In the normal course of business, the Company extends unsecured credit to virtually all of its tenants related to rental property operations and accepts cash or nationally issued bankcards as payment for goods and services in its adult lounge and entertainment facility. Bankcard charges are normally paid by the clearing institution within three to fourteen days from the date of presentation by the Company.

Since December 31, 2000, all rental property lessors are entities controlled by a Company controlling shareholder, officer and director. All lease rental payments are due in advance on the first day of the week for that week. All revenue sources are located either in Dallas or Tarrant County, Texas.

Because of the credit risk involved, management has provided an allowance for doubtful accounts which reflects its opinion of amounts which will eventually become uncollectible. In the event of complete non-performance, the maximum exposure to the Company is the recorded amount of trade accounts receivable shown on the balance sheet at the date of non-performance.

Inventory

Inventory consists of food and liquor consumables necessary in the operation of Tempo's adult lounge and entertainment facility. These items are valued at the lower of cost or market using the first-in, first-out method of accounting.

Property and Equipment

Property and equipment is recorded at cost and is depreciated on a straight-line basis, over the estimated useful lives (generally 5 to 40 years) of the respective asset. Major additions and betterments are capitalized and depreciated over the estimated useful lives of the related assets. Maintenance, repairs, and minor improvements are charged to expense as incurred.

Year ended December 31, 2005 as compared to Year ended December 31, 2004

Bar and restaurant sales decreased by approximately $(687,000) (or -20.45%) in the year ended December 31, 2005. Bar and restaurant sales were approximately $2,672,000 for the year ended December 31, 2005 as compared to approximately $3,359,000 for 2004.

The decrease over the comparable period from the preceding year is generally attributable to overall fluctuations in visitor traffic to the Dallas-Ft. Worth Metroplex and the effects of changes in the economic and ethnic populations in the immediate geographic area of the Company's physical location. The Company has experienced continually deteriorating revenue volumes over the past 4 calendar quarters and management is unable to predict if these trends are expected to continue into 2006 or reverse themselves.

In May 2003, the City of Dallas agreed to allow Tempo Tamers to continue to operate the Million Dollar Saloon at its current location through the last day of July 2009. While the Company's facility holds a valid "sexually oriented

business" license issued by the City of Dallas, Texas; the City of Dallas, Texas continues to pursue vigorous enforcement of its Sexually Oriented Business Ordinance. This Ordinance restricts the attire and dancing activities at the Company's Million Dollar Saloon, and other local adult cabarets, which has resulted in unpredictable fluctuations in patron attendance at the Company's facilities.

The Company's operating location, when originally built, was in one of the dynamic retail and entertainment corridors within the City of Dallas, Texas. At the current time, the expansion of the City into other geographic areas has contributed to a diversification of retail and entertainment districts within the City. These newer areas have received better reception from the patronage traffic than the Company's current location which has suffered from City neglect in infrastructure maintenance, the introduction of economically depressed foot traffic as a result of available mass transit facilities and a shift in economic and ethnic population in the immediate vicinity of the Company's club.

While the City of Dallas' efforts against the Company's principal business activity, the lack of efforts by the City of Dallas to maintain a degree of economic and ethnic diversity and prosperity in the vicinity of the Company's facility may contribute to further revenue deterioration in future periods.

Management's continues to direct it's efforts towards customer service and increasing sales through effective marketing and advertising methods to maintain and increase its bar and restaurant patronage and comply with current regulatory conditions and environment.

The Company's rental income declined by approximately $14,000 to approximately $442,000 for the year ended December 31, 2005 as compared to approximately $456,000 for Calendar 2004. All of the leases were/are with entities controlled by Duncan Burch, one of the Company's controlling shareholders.

During Calendar 2004, Management reclassified the net carrying value, approximately $871,000, to "Property and equipment held for sale" in the Company's financial statements on the date of listing for sale during the quarter ended September 30, 2004. This property was sold on February 5, 2008 for net proceeds of approximately $896,000, resulting in a net gain at the time of sale of approximately $25,000. Accordingly, management did not and has not provided a loss or impairment of the recorded carrying value as of the date of the accompanying financial statements.

Our rental real estate owned by Don, Inc. is also subject to a lease with a separate entity controlled by Duncan Burch, an officer, director and controlling shareholder of the Company. This lease expired in August 2003 and is being continued on a month-to-month basis at the final contractual rental rate of approximately $8,500 per week. This arrangement continues in this fashion through the date of this filing.

Although the Company is seeking either an outright sale or long-term lease on these properties, respectively, that are at least comparable to terms for similar properties in the geographic area, there is no assurance that the Company will be able to renew its lease with the entity controlled by Mr. Burch or any other unaffiliated third-party, or if renewed, that the terms of the lease will be as favorable to the Company as it could have obtained from an unaffiliated party. The failure of the Company to obtain a long-term lease agreement with Mr. Burch, or other third parties, with terms at least comparable to the existing lease arrangements will have a material adverse effect on the revenues of the Company.

Cost of sales increased to approximately $1,190,000 for the year ended December 31, 2005 as compared to approximately $1,887,000 for the 2004. Gross profit percentages improved to approximately 61.78% (approximately $1,923,000) for the year ended December 31, 2005 versus 50.54% (approximately $1,928,000) for 2004. Fluctuations in the Company's gross profit percentages react to and parallel the key areas of management focus for cost of sales expenditure control - principally personnel staffing levels and food and beverage costs. These areas, specifically cost controls over purchasing, inventory management protocols and labor management, are continuously monitored to maintain the Company's gross profit percentages.

General and administrative expenses were approximately $1,633,000 for the year ended December 31, 2005 as compared to approximately $1,858,000 for 2004. The decrease was attributable lower operating costs and lower legal expenses as a result of ongoing litigation and issues related to the City of Dallas Sexually Oriented Business Ordinance which were incurred prior years and did not recur in the current operating year. Further, the Company's executive compensation, which increased dramatically during 2002, has stabilized and current expenditure levels are anticipated to remain stable into the foreseeable future. The Company anticipates relatively constant expenditure levels for general operating expenses in future periods and management continues to monitor its expenditure levels to achieve optimum financial results.

Due to the 2005 impact of an approximate $415,000 lawsuit settlement, the Company experienced net income (loss) before income taxes was approximately $(117,000) for the year ended December 31, 2005 versus approximately $74,000 for 2004. After-tax net income decreased by approximately $(197,000) from

approximately $74,000 for year ended December 31, 2004 to approximately $(123,000) for 2005.. The Company experienced earnings per share of approximately $(0.02) and $0.01 per share for each of the years ended December 31, 2005 and 2004, respectively.

As a general rule, the Company's adult cabaret operations experience unpredictable fluctuations as a result of the overall discretionary spending habits related to the U. S. economy, visitation levels related to tourism, convention and business travel levels and impacts related to the City of Dallas' various enforcement actions and on-premises monitoring of entertainer conduct. Management makes it's best efforts to timely adjust its expenditure levels to these events as they occur in order to maintain profitability.

Liquidity

As of December 31, 2005 and 2004, the Company has working capital of approximately $(522,000) and $(719,000). The Company achieved positive (negative) cash flows from operations of approximately $573,000 for the 2005 versus approximately $418,000 for 2004.

The Company's working capital is directly related to the cash expended and future debt service requirements to acquire land for future development and for Calendar 2003 expenditures related to the abandoned acquisition efforts on facilities owned and/or controlled by the Company's controlling shareholders; Duncan Burch and Nick Mehmeti. Additionally, the Company incurred a liability of approximately $1,000,000 ($500,000 each) to two entities controlled by the Company's controlling shareholders, Nick Mehmeti and Duncan Burch related to the securing of an operating license for the Company's Million Dollar Saloon operation in a "non-conforming location" through July 31, 2009.

Future operating liquidity and debt service are expected to be sustained from continuing operations. Additionally, management is of the opinion that there is additional potential availability of incremental mortgage debt and the opportunity for the sale of additional common stock through either private placements or secondary public offerings.

On January 29, 2004, the Company obtained permanent long-term financing from Citizens National Bank, Waxahachie, Texas, and used the proceeds to pay off in full the original note payable to the seller. The term loan had an original balance of $2,000,000 and initially bore interest at 6.5% for the first year and then adjusts to 1% above the published prime rate. The interest rate adjusts every 12 months commencing January 29, 2005. The note required initial monthly principal and interest payments of $17,426. As this is a variable interest rate note, the payments may change after the 12th payment and every succeeding 12th payment thereafter. The note matures on January 29, 2019. The note is secured by the underlying land and the separate personal guaranty of Duncan Burch and Nick Mehmeti, each a Company officer, director and controlling shareholder.

Our primary source of liquidity is generated from ongoing operations. Our liquidity beyond July 2009 will be greatly diminished after the closing of the Million Dollar Saloon.

Capital Resources

On February 14, 2003, the Company purchased 6.695 acres of undeveloped property located in Dallas, Texas. The purchase price was approximately $2,650,312, including closing expenses of approximately $53,599. The Company paid $493,072 cash, inclusive of a $140,000 loan to the Company from Duncan Burch, an officer and director of the Company, and issued to the seller a one-year note in the principal amount of $2,156,713 with 8% annual interest. This debt was paid in full with proceeds of the $2,000,000 long-term mortgage note refinancing. The Company paid approximately $153,800 during Calendar 2003 and approximately $14,700 during Calendar 2004 to service this initial short-term debt.

The property is undeveloped and suitable for commercial development. Although the Company has not determined the usage of the land, the Company may, subject to zoning and permissible use statutes, use a portion of the land for an adult cabaret and sell the remaining undeveloped property to a third party. The development of the property will be subject to the Company obtaining a construction loan. The Company does not currently know the amount of the loan it will need to develop this property or whether it will be able to obtain a sufficient loan for development of the property or, if obtained, whether the terms of the loan will be favorable to the Company.

The Company has also remitted approximately $366,000 at the closing of the permanent long-term financing in January 2004 for closing costs, interim interest, loan origination fees and other ancillary items.

The Company has identified no other significant capital requirements for 2004, other than normal repair and replacement activity at the Company's commercial rental properties and the adult entertainment lounge and restaurant facility. Liquidity requirements mandated by future business expansions or acquisitions, if any are specifically identified or undertaken, are not readily determinable at this time as no substantive plans have been formulated by management.

Accounting Pronouncements

The Company knows of no new accounting releases or pronouncements that will have any impact upon the Company's financial statements upon adoption.