UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
      ---------------------------------------------------------------------

                                   FORM 10-QSB

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004

                          COMMISSION FILE NO. 333-94265

                              LISKA BIOMETRY, INC.
      ---------------------------------------------------------------------
        (Exact Name of small business issuer as specified in its charter)

                    FLORIDA                               06-1562447
    -------------------------------------    -----------------------------------
        (State or other jurisdiction of       (IRS Employer Identification No.)
         incorporation or organization)

                                100 SUSSEX DRIVE
                         OTTAWA, ONTARIO, CANADA K1A 0R6
     -----------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                  603-540-0828
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                            VIRGINIA K. SOURLIS, ESQ.
                                  The Galleria
                                 2 Bridge Avenue
                               Red Bank, NJ 07701
                                 (732) 530-9007
                               Fax (732) 530-9008
                               www.SourlisLaw.com

--------------------------------------------------------------------------------

Registrant 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 and has been
subject to such filing requirements for the past 90 days. [X] Yes [ ] No

<PAGE>

                      APPLICABLE ONLY TO CORPORATE ISSUERS

--------------------------------------------------------------------------------

        AS OF SEPTEMBER 30, 2004, WE HAD 21,096,185 SHARES OF OUR COMMON
                               STOCK OUTSTANDING.


                              LISKA BIOMETRY, INC.
                            INDEX TO QUARTERLY REPORT
                                ON FORM 10-QSB/A

                                                                            Page
PART I - FINANCIAL INFORMATION
           Item 1 - Financial Statements
                    Balance Sheet (Unaudited)                                3
                    Statements of Operations (Unaudited)                     4
                    Statements of Cash Flows (Unaudited)                     5
                    Notes to Financial Statements                            6
           Item 2 - Management's Discussion and Analysis or Plan of
                    Operations                                               8
           Item 3 - Controls and Procedures                                 15

PART II - OTHER INFORMATION
           Item 2 - Change in Securities                                    15
           Item 6 - Exhibits and Reports on Form 8-K                        15
           Signatures                                                       16

--------------------------------------------------------------------------------


                                       2
<PAGE>

                              Liska Biometry, Inc.
                          (A Development Stage Company)
                           Consolidated Balance Sheet
                               September 30, 2004
                                   (Unaudited)


Assets

Current assets:
                                                                    $    63,165
                                                                    -----------

Fixed assets, net                                                        11,300
                                                                    -----------

                                                                    $    74,465
                                                                    ===========

Liabilities and stockholders' (deficit)

Current liabilities:
   Accounts payable & accrued expenses                              $   188,104
   Due to investors                                                      84,828
                                                                    -----------
          Total current liabilities                                     272,932
                                                                    -----------

Stockholders' (deficit):
   Preferred stock, no par value,
      10,000,000 shares authorized, none outstanding                         --
   Common stock, no par value,
      100,000,000 shares authorized,
      21,096,185 shares issued and outstanding                        6,180,491
   Additional paid in capital                                         1,063,203
   Common stock subscriptions                                           238,000
   Treasury Stock                                                       (50,000)
   Deferred compensation                                                (92,208)
  (Deficit) accumulated during the development stage                 (7,537,222)
                                                                    -----------

                                                                       (197,736)
  Other comprehensive income:
    Currency translation adjustment                                        (731)
                                                                    -----------

                                                                       (198,467)
                                                                    -----------

                                                                    $    74,465
                                                                    ===========


                             SEE ACCOMPANYING NOTES


                                       3
<PAGE>

                              Liska Biometry, Inc.
                          (A Development Stage Company)
                      Consolidated Statements of Operations
       Three Months and Nine Months Ended September 30, 2003 and 2004: and
                Inception (August 1, 2000) to September 30, 2004
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                      Three            Three           Nine            Nine
                                                      Months           Months         Months          Months        Inception
                                                      Ended            Ended          Ended           Ended             to
                                                     Sept 30,         Sept 30,       Sept 30,        Sept 30,        Sept 30,
                                                       2003             2004           2003            2004            2004
                                                   ------------    ------------    ------------    ------------    ------------
<S>                                                <C>             <C>             <C>             <C>             <C>
Sales                                              $         --    $         --    $         --    $         --    $      8,000

Cost of goods sold                                           --              --              --              --             892
                                                   ------------    ------------    ------------    ------------    ------------

Gross profit                                                 --              --              --              --           7,108
                                                   ------------    ------------    ------------    ------------    ------------
Operating expenses:

   Impairment of license                                     --              --              --              --          58,812
   Selling, general and administrative expenses         159,590         711,668         259,470       3,769,007       7,485,768
                                                   ------------    ------------    ------------    ------------    ------------
                                                        159,590         711,668         259,470       3,769,007       7,544,580
                                                   ------------    ------------    ------------    ------------    ------------

(Loss) from operations                                 (159,590)       (711,668)       (259,470)     (3,769,007)     (7,537,472)
                                                   ------------    ------------    ------------    ------------    ------------

Other income (expense):

   Other income                                              --              --              --              --             250
                                                   ------------    ------------    ------------    ------------    ------------

Net (loss)                                             (159,590)       (711,668)       (259,470)     (3,769,007)     (7,537,222)

Other comprehensive income:

  Foreign currency translation adjustment                    --          (2,453)             --            (600)           (731)
                                                   ------------    ------------    ------------    ------------    ------------

Comprehensive (loss)                               $   (159,590)   $   (714,121)   $   (259,470)   $ (3,768,407)   $ (7,537,953)
                                                   ============    ============    ============    ============    ============
Per share information - basic and fully diluted:

  Weighted average shares outstanding                12,957,275      21,009,578      11,039,038      18,767,692       5,218,877
                                                   ============    ============    ============    ============    ============

  Net (loss) per share                             $      (0.01)   $      (0.03)   $      (0.02)   $      (0.20)   $      (1.44)
                                                   ============    ============    ============    ============    ============
</TABLE>

--------------------------------------------------------------------------------
                             SEE ACCOMPANYING NOTES

                                       4
<PAGE>

                              Liska Biometry, Inc.
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows
               Nine months Ended September 30, 2003 and 2004: and
                Inception (August 1, 2000) to September 30, 2004
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                       Nine Months     Nine Months    Inception to
                                                      Ended Sept 30,  Ended Sept 30,    Sept 30,
                                                           2003            2004           2004
                                                        ---------       ---------       ---------
<S>                                                     <C>             <C>             <C>
Cash flows from operating activities:

Net cash used in  operating activities                  $ (55,138)      $(283,117)      $(459,153)
                                                        ---------       ---------       ---------

Cash flows from investing activities:

Net cash provided by (used in) investing activities            --         (11,300)        (61,300)
                                                        ---------       ---------       ---------

Cash flows from financing activities:

  Capital contributions                                        --              --           5,878

  Common shares issued for cash                            55,000         356,912         449,912

  Purchase of treasury stock                                   --         (50,000)        (50,000)

  Proceeds from investor loans                                 --          49,828         177,828
                                                        ---------       ---------       ---------

Net cash provided by financing activities                  55,000         356,739         583,618
                                                        ---------       ---------       ---------


Net increase (decrease) in cash                              (138)         62,322          63,165


Beginning - cash balance                                      616             843              --
                                                        ---------       ---------       ---------

Ending - cash balance                                   $     478       $  63,165       $  63,165
                                                        =========       =========       =========

Supplemental cash flow information:

  Cash paid for income taxes                            $      --       $      --       $      --
                                                        =========       =========       =========
  Cash paid for interest
                                                        $      --       $      --       $      --
                                                        =========       =========       =========
</TABLE>


--------------------------------------------------------------------------------
                             SEE ACCOMPANYING NOTES


                                       5
<PAGE>

                              LISKA BIOMETRY, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)

(1)   Basis Of Presentation

The accompanying  unaudited consolidated financial statements have been prepared
in accordance with generally accepted  accounting  principles (GAAP) for interim
financial information and Item 310(b) of Regulation S-B. They do not include all
of the  information  and  footnotes  required  by GAAP  for  complete  financial
statements.  In the opinion of management,  all adjustments  (consisting only of
normal recurring adjustments)  considered necessary for a fair presentation have
been included.

The  results  of  operations  for the  periods  presented  are  not  necessarily
indicative  of the  results  to be  expected  for the  full  year.  For  further
information, refer to the financial statements of the Company as of December 31,
2003 and for the two years then ended, and the period from inception  (August 1,
2000) to December 31, 2003,  including  notes thereto  included in the Company's
Form 10-KSB.

(2)   Earnings Per Share

The Company  calculates  net income (loss) per share as required by Statement of
Financial  Accounting Standards (SFAS) 128, "Earnings per Share." Basic earnings
(loss) per share is  calculated  by dividing  net income  (loss) by the weighted
average number of common shares  outstanding  for the period.  Diluted  earnings
(loss) per share is  calculated  by dividing  net income  (loss) by the weighted
average  number  of  common  shares  and  dilutive   common  stock   equivalents
outstanding.  During  periods  when they  would be  anti-dilutive  common  stock
equivalents, if any, are not considered in the computation.

(3)   Commitments and Contingencies

During the periods  covered by these  financial  statements  the Company  issued
shares of common stock without  registration  under the  Securities Act of 1933.
Although the Company  believes that the sales did not involve a public  offering
of its  securities  and that the  Company  did  comply  with the  "safe  harbor"
exemptions from registration,  it could be liable for rescission of the sales if
such exemptions were found not to apply and this could have a material  negative
impact on the  Company's  financial  position  and  results  of  operations.  In
addition,  the  Company  issued  shares of  common  stock  pursuant  to Form S-8
registration  statements.  The  Company  believes  that  it  complied  with  the
requirements  of Form S-8 in  regard  to  these  issuances,  however  if it were
determined  that there were violations of the provisions of Form S-8 the Company
could be subject to enforcement proceedings.

During the periods  covered by these  financial  statements the Company  entered
into several  employment,  consulting and other  agreements  with third parties.
Although  the  Company  obtained  settlement  releases  from a  majority  of the
parties, settlement releases were not entered into with some of these parties or
the settlement  releases were verbal  agreements.  Future  contingencies,  which
cannot be estimated by management, may exist for the above matters including but
not limited to issuance of capital stock and other financial obligations and may
have a material negative impact on the Company's  financial position and results
of operations.


                                       6
<PAGE>

At September  30, 2004,  the Company had entered  into  employment  contracts of
varying  terms ending from April through  September  2005 with four officers for
annual compensation  aggregating  approximately  $247,000, of which one contract
for $61,000 was subsequently  cancelled.  In addition these officers received an
aggregate of 2,835,000  shares of common stock (see Note 4). The term of each of
the contracts  commences on the date the Company  receives a minimum of $100,000
in funding and  terminates one year  thereafter.  One of these officers may also
receive  options to purchase a total of 400,000  common  shares  depending  upon
reaching  certain  performance  targets  during  the  contract  term  that  ends
September 2005.

At  September  30, 2004 the Company had entered  into  consulting  contracts  of
varying  terms  ending  from  January   through   September  2005  with  various
consultants  for annual fixed  compensation of $36,000 plus other fees depending
upon services rendered.  In addition these consultants  received or will receive
an  aggregate  of 917,000  shares  of common  stock  (see Note 4).  Two of these
contracts  provide that the  consultants  may also receive options to purchase a
total of 450,000  common  shares  depending  upon reaching  certain  performance
targets during the contract term that ends September 2005.

(4) Stockholders' (Deficit)

During the nine months  ended  September  30, 2004 an  affiliate  of the Company
contributed services valued at $3,000 to the capital of the Company.

During the nine months ended  September  30, 2004,  the Company  issued  719,910
shares of common stock for cash  aggregating  $356,911 and agreed to  repurchase
shares of common  stock held by a former  officer for which a deposit of $50,000
was made through September 30, 2004 (see Note 6).

During the nine months ended  September 30, 2004, the Company  issued  4,942,000
shares of common  stock and  agreed  to issue an  additional  205,000  shares of
common stock for services including services rendered or to be rendered pursuant
to employment  and  consulting  contracts.  The shares were valued at their fair
market value of  $3,574,750 of which  $3,482,542  has been charged to operations
and $92,208 is recorded as deferred compensation at September 30, 2004, and will
be amortized to operations  over the term of certain  consulting  and employment
contracts.  These shares include the shares further  described below and in Note
3.

During May 2004 and July 2004 the Company filed Form S-8 registration statements
registering a total of 1,457,000 shares of common stock to be issued pursuant to
employment and consulting contracts.  Through September 30, 2004 an aggregate of
1,397,000  shares  had  been  issued  pursuant  to these  Form S-8  registration
statements and are included in the shares described above.

During  September 2004 the Company issued options to purchase  200,000 shares of
its common  stock for a period of ten years at a price of $.64 per share to four
directors  for services  rendered.  These options vest one year from the date of
issuance.

SFAS 123  requires the Company to provide  proforma  information  regarding  net
income and earnings per share as if  compensation  cost for the Company's  stock
option plans had been  determined in accordance with the fair value based method
prescribed  in SFAS 123. The fair value of the option grants is estimated on the
date of  grant  utilizing  the  Black-Scholes  option  pricing  model  with  the
following  weighted  average  assumptions  for grants  during  the period  ended
September 30, 2004: expected life of options of 10 years, expected volatility of
208%,  risk-free interest rate of 3% and no dividend yield. The weighted average
fair value at the date of grant for  options  granted  during  the period  ended
September  30,  2004  approximated  $1.00 per option.  These  results may not be
representative of those to be expected in future years.


                                       7
<PAGE>

Under the  provisions of SFAS 123, the Company's net (loss) and (loss) per share
would not be materially affected.

(5)   Basis of Reporting

The Company's financial statements are presented on a going concern basis, which
contemplates  the  realization of assets and  satisfaction of liabilities in the
normal course of business.

The Company has  experienced a significant  loss from  operations as a result of
its investment  necessary to achieve its operating plan,  which is long-range in
nature.  For the nine  months  ended  September  30,  2004 and the  period  from
inception to September 30, 2004,  the Company  incurred net losses of $3,769,007
and $7,537,222  respectively and has working capital and stockholder deficits of
$209,767 and $198,467 at September 30, 2004. In addition,  the Company currently
has no revenue generating operations.

The  Company's  ability to continue as a going  concern is  contingent  upon its
ability to attain profitable operations and secure financing.  In addition,  the
Company's  ability to continue as a going concern must be considered in light of
the problems, expenses and complications frequently encountered by entrance into
established  markets  and the  competitive  environment  in  which  the  Company
operates.  The Company is pursuing equity financing for its operations.  Failure
to secure such  financing or to raise  additional  capital or borrow  additional
funds may result in the Company depleting its available funds and not being able
pay its obligations.

The financial  statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.

(6)   Subsequent Events

On October 29, 2004, the Company completed an agreement to repurchase  1,871,666
common shares for a total  consideration  of $200,000 from a former officer that
will be held in the  Company's  treasury  until  their  further  disposition  is
decided  upon.  An initial  deposit  for the  repurchase  of $50,000 was made in
September 2004 and the balance paid in October 2004.  Under the  agreement,  the
Company also received options to repurchase 1,000,000 common shares at $1.00 per
share by April 29, 2005 and a further 1,000,000 common shares at $2.00 per share
by October 28, 2005.

During  October  2004  the  Company  intends  to  file a Form  S-8  registration
statements  registering  a total of 205,000  shares of common stock to be issued
pursuant to employment and consulting contracts (see Note 4).

During  October 2004 the Company  issued 601,611 shares of common stock for cash
aggregating $213,021

--------------------------------------------------------------------------------

                                       8

<PAGE>

ITEM 2     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains "forward-looking"  statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934 and is subject to the safe harbor created by those  sections.  We intend
to  identify  forward-looking  statements  in this report by using words such as
"believes,"  "intends," "expects," "may," "will," "should," "plan," "projected,"
"contemplates," "anticipates," "estimates," "predicts," "potential," "continue,"
or similar  terminology.  These statements are based on the Company's beliefs as
well as assumptions the Company made using  information  currently  available to
us. The  Company  undertakes  no  obligation  to  publicly  update or revise any
forward-looking  statements,  whether  as a result  of new  information,  future
events,  or otherwise.  Because these statements  reflect the Company's  current
views concerning future events,  these statements involve risks,  uncertainties,
and assumptions. Actual future results may differ significantly from the results
discussed in the  forward-looking  statements.  These risks  include  changes in
demand for the Company's  products,  changes in the level of operating expenses,
changes in  general  economic  conditions  that  impact  consumer  behavior  and
spending, product supply, the availability,  amount, and cost of capital for the
Company and the Company's use of such capital, and other risks discussed in this
report.  Additional  risks that may affect our  performance  are discussed under
"Risk  Factors  Associated  with Our Business" in our Form 10-KSB for the fiscal
year ended December 31, 2003.  Readers are cautioned not to place undue reliance
on the  forward-looking  statements  contained in this  report.  We disclaim any
obligation to update forward-looking  statements. All references to "we", "our",
"us",  of  refer  to  Liska  Biometry,  Inc.,  and  it  predecessors,  operating
divisions, and subsidiaries.

CRITICAL ACCOUNTING POLICIES

There were no changes to the Company's critical accounting policies in the third
quarter  of  2004.  Critical  accounting  policies  are  those  applications  of
accounting   principles  or  practices  that  require   considerable   judgment,
estimation, or sensitivity analysis by management.


--------------------------------------------------------------------------------

PLAN OF OPERATIONS

We have made significant  adjustments to our Plan of Operations during the three
month period ending  September 30, 2004. We plan to accomplish  the following in
our Plan of Operations over a period of 12 months. At the present time we do not
have  sufficient  cash resources to conduct our Plan of Operations.  We have not
had sufficient cash resources to conduct our Plan of Operations since we adopted
our new business plan of fingerprint encoding and authentication. Therefore, our
Plan of Operations is contingent upon receiving adequate financing to meet costs
of $1,900,000 and will not commence until we receive such financing.

OUR PLAN OF OPERATIONS TO DATE:

RESEARCH AND DEVELOPMENT

In January 2003 we developed a preliminary  demonstration  model of our proposed
fingerprint  technology  which  provided  only a  conceptual  guide  for  future
development.  We continued  our  development  throughout  2003 and  attempted to
improve our core technology and implement changes in our core software; however,
most of our development  occurred from September 2003 to December 2003, in which
we made further  changes to our core software.  As reflected below in our Future
Plan of  Operations,  we will  continue to develop our core  technology  pending
adequate financing.


                                       9
<PAGE>

--------------------------------------------------------------------------------

OUR PLAN OF OPERATIONS TO DATE:


APPOINT EXECUTIVE MANAGEMENT TEAM

We have filled the following executive management positions:

      o       Chief Executive; and
      o       Chief Financial Officer.

We estimate  that our annual salary  expenditures  for these  positions  will be
$108,000 composed of a salaries of $55,000 and $53,000  respectively for each of
the above positions.

CAPITAL EXPENDITURES

We have purchased capital equipment for our research and development and general
operations,   which  consists  primarily  of  computer  hardware.   We  expended
approximately  $11,300 and estimate the remaining  cost of this  equipment to be
approximately $45,700.

HIRED VICE PRESIDENT OF PRODUCT OPERATIONS

We have hired one individual who will be responsible for the product  operations
oversight of the Company.

The annual salary costs associated with this position is approximately $52,000

HIRED A CHIEF SOFTWARE ARCHITECT

We have hired an individual who will be responsible for leading the research and
development of the Company's intellectual property and core software algorithms

The annual salary costs associated with this position is approximately $46,000

HIRED A CHIEF ENGINEER

We have  hired  an  individual  who will be  responsible  for  implementing  the
technology integration and designing the Company's product applications.

The annual salary costs associated with this position is approximately $46,000


DEVELOPED SOFTWARE ALGORITHMS

Using third party  live-scan  fingerprint  scanners,  we can now demonstrate the
proof  of  concept  of  our  proprietary  software  concepts,  illustrating  the
differentiating  features  of  embedded  software  algorithms  -  that  is,  the
capability to measure the stable  content of a fingerprint  image and to express
it as a short numeric  output.  A final workable  prototype  model is contingent
upon us receiving financing,  which we may be unable to obtain. We have expended
approximately $5,500 for the aforementioned.


                                       10
<PAGE>

HIRED HUMAN RESOURCE MANAGER

We  have  hired  one  individual   who  will  be   responsible   for  all  human
resource/administrative functions of the Company.

The annual salary costs associated with this position is approximately $40,000


HIRED A FINANCIAL CONTROLLER/ SENIOR FINANCIAL ADVISOR

We have  hired  one  individual  who  will  be  responsible  for  the  financial
accounting,  audit  procedures  and the internal  financial  controls as well as
advising the executive management on the financial management of the Company.

The annual salary costs associated with this position is approximately $36,000



OUR FUTURE PLAN OF OPERATIONS:

HIRE ENGINEERING TEAM

We plan to hire the following  positions that will comprise our engineering team
that will develop our fingerprint technology:

      o       1 full time Network Security Analyst;

      o       1 full time Pattern Recognition Software Developer; and

      o       1 full time Technical support engineer
              1 full time optical device engineer
              1 full time product applications engineer

              2 part-time software developers


The estimated annual salary cost associated with these positions is $175,000

HIRE A VICE PRESIDENT OF SALES & MARKETING

We plan to hire an individual who will be responsible  for leading the sales and
marketing, promotion and business development of the Company.

The estimated annual salary costs associated with this position is approximately
$50,000

HIRE A DIRECTOR OF BUSINESS DEVELOPMENT

We plan to hire an individual who will be responsible  for  implementing  the US
-based sales, marketing, and business development initiatives of the Company

The estimated annual salary costs associated with this position is approximately
$42,000

HIRE A VICE PRESIDENT OF OPERATIONS

We  plan to  hire  an  individual  who  will  be  responsible  for  implementing
operational  strategies  in concert  with the CEO and CFO of the  Company.  This
individual will oversee the operational implementation of the Company's business
plan and manage its US-based operational units.

The estimated annual salary costs associated with this position is approximately
$42,000


                                       11
<PAGE>

ENGAGE BUSINESS DEVELOPMENT CONSULTANTS

We have sub-contracted our business development function to consultants who will
assist our management to identify  marketing  opportunities for our products and
services.  The  estimated  annual  expenditures  for  the  business  development
consultants are $75,000

HIRE AN ADMINISTRATION TEAM

We plan  to  hire an two  individuals  who  will be  responsible  for all of the
administrative  functions at the Company's  head office in New Hampshire and its
R&D facilities in Ottawa, Ontario.

The estimated annual salary costs associated with these two positions is
approximately $90,000

DEVELOP AND INITIATE MARKETING EFFORT

Our vice  president  of sales and  marketing  will  survey the key  markets  and
customers, and use systems, planning initiatives and oversight bodies to develop
a  strategy  for  market  penetration.  Generally  this  strategy  will  include
targeting the following market segment verticals:

      o     Government Sector - national Identification programs, driver's
            licenses

      o     Travel and Transportation - visas, travel documentation

      o     Financial Sector- bank account access

      o     Foreign Security Markets - Europe, Middle East, Africa


Marketing  expenditures  will  focus  on the  broad  dissemination  of our  test
results. We will attempt to increase our market recognition, provide promotional
sampling of our  products and target key  customers.  We will attempt to develop
strategic partners to collaborate on our marketing and technological integration
efforts. Such strategic partners may include the following:

      o     Fingerprint biometrics hardware system vendors;

      o     Systems Integrators, defense contractors

      o     Original Equipment Manufacturers (OEMs), Channel Partners

      o     Other distribution channels that target military and commercial
            security markets.

In addition,  we will acquire other market  information  and contacts by joining
key  industry  group  and  hiring  industry  analysts,  attending  trade  shows,
traveling to meet potential clients/partners and designing print media/web based
promotional strategies. The annual cost associated with this marketing effort is
approximately $405,000


--------------------------------------------------------------------------------

HIRE A CHIEF TECHNOLOGY OFFICER

We plan to hire an individual who will be responsible  for overseeing all of the
Company's R&D functions at its facilities in Ottawa, Canada.


                                       12
<PAGE>

The estimated annual salary costs associated with this position is approximately
$65,000

EXPAND OUR PRODUCT APPLICATIONS INITIATIVES AND RESEARCH AND DEVELOPMENT

We  intend  to  introduce  our  first  product   application,   integrating  our
proprietary   software   algorithms  and  third  party  live  scan   fingerprint
technology.   This  will  require  working  in  concert  with  well  established
fingerprint  biometric hardware partners and retrofitting their product offering
with our algorithms.

We will continue to develop our initial proprietary  software  algorithms,  with
several  iterations  planned for 2004-2005.  Our goal in this regard is to reach
the proof of concept stage,  illustrating the differentiating  features of these
new embedded software algorithms,  focusing on real-time  fingerprint  biometric
database  search.   The  annual  cost  associated  with  expanding  the  product
application and R&D functions is approximately $575,000

SUMMARY OF ESTIMATED COSTS

----------------------------------------------- --------- -----------
Executive Management                            $            108,000
----------------------------------------------- --------- -----------
Capital Expenditures                                          47,500
----------------------------------------------- --------- -----------
VP Product Operations                                         52,000
----------------------------------------------- --------- -----------
Chief Software Architect                                      46,000
----------------------------------------------- --------- -----------
Chief Engineer                                                46,000
----------------------------------------------- --------- -----------
Develop Software Algorithms                                    5,500
----------------------------------------------- --------- -----------
Human Resource Manager                                        40,000
----------------------------------------------- --------- -----------
Financial Controller/Sr. Financial Advisor                    36,000
----------------------------------------------- --------- -----------
Engineering Team                                             175,000
----------------------------------------------- --------- -----------
Vice President of Sales & Marketing                           50,000
----------------------------------------------- --------- -----------
Director of Business Development                              42,000
----------------------------------------------- --------- -----------
Vice President of Operations                                  42,000
----------------------------------------------- --------- -----------
Engage Business Development Consultants                       75,000
----------------------------------------------- --------- -----------
Administration Team                                           90,000
----------------------------------------------- --------- -----------
Initiate Marketing Effort                                    405,000
----------------------------------------------- --------- -----------
Chief Technology Officer                                      65,000
----------------------------------------------- --------- -----------
Expand Product Apps/R&D                                      575,000
----------------------------------------------- --------- -----------

----------------------------------------------- --------- -----------
TOTAL                                           $          1,900,000
----------------------------------------------- --------- -----------

--------------------------------------------------------------------------------

REVENUES

We cannot  determine  whether our  revenues,  if any, will ever be sufficient to
produce a positive  cash flow or result in net  profits.  You  should  carefully
consider the discussion appearing below under "Liquidity and Capital Resources".
We earned no revenues  during  Fiscal  Year 2003 or our first three  quarters of
2004 or in  connection  with  our  business  plan of  fingerprint  encoding  and
authentication.  We do not expect to earn significant  operating revenues in the
foreseeable future. Our losses are expected to continue, principally as a result
of our estimated expenditures of $1,900,000 as reflected above.

--------------------------------------------------------------------------------

LIQUIDITY AND CAPITAL RESOURCES


                                       13
<PAGE>


As of September 30, 2004, we had limited cash  resources of only $63,165.  We do
not have any other internal sources of working  capital.  We did not receive any
revenues  during our Fiscal Year 2003 or in our first three quarters of 2004. We
do not anticipate  earning  revenues until such time that we obtain financing to
implement  our Plan of  Operations,  if ever.  Even if we  complete  our Plan of
Operations,  there  are no  assurances  that  we  will  successfully  develop  a
marketable product.

During  Fiscal Year 2003 and our first three  quarters  of 2004,  our  operating
expenses  have exceeded our  revenues,  which has been $0. We have  insufficient
working capital to fund our planned growth and ongoing operating expenses.  As a
result, we expect to continue to experience  significant negative operating cash
flow for the  foreseeable  future.  Our  existing  working  capital  will not be
sufficient to fund the continued implementation of our Plan of Operations during
the next 12 months and to meet our general operating expenses. If we do not have
sufficient  working capital to implement our Plan of Operations,  we may have to
cease operations.

We have no alternative  Plan of Operations.  In the event that we do not receive
financing,  if our financing is inadequate or if we do not adequately  implement
an alternative Plan of Operations that enables us to conduct  operations without
having received  adequate  financing,  we may have to liquidate our business and
undertake any or all of the following actions:

      o     Sell or dispose of our assets, if any;

      o     Pay our liabilities in order of priority, if we have available cash
            to pay such liabilities;

      o     If any cash remains after we satisfy amounts due to our creditors,
            distribute any remaining cash to our shareholders in an amount equal
            to the net market value of our net assets;

      o     File a Certificate of Dissolution with the State of Florida dissolve
            our corporation and close our business; and

      o     Make the appropriate filings with the Securities and Exchange
            Commission so that we will no longer be required to file periodic
            and other required reports with the Securities and Exchange
            Commission, if, in fact, we are a reporting company at that time


Based  upon our  current  assets,  however,  we will not  have  the  ability  to
distribute any cash to our shareholders.

If we have any  liabilities  that we are  unable to satisfy  and we qualify  for
protection  under  the  U.S.  Bankruptcy  Code,  we  may  voluntarily  file  for
reorganization  under Chapter 11 or  liquidation  under Chapter 7. Our creditors
may also file a Chapter 7 or Chapter 11  bankruptcy  action  against  us. If our
creditors or we file for Chapter 7 or Chapter 11 bankruptcy,  our creditors will
take priority over our  shareholders.  If we fail to file for  bankruptcy  under
Chapter 7 or Chapter 11 and we have  creditors,  such  creditors  may  institute
proceedings against us seeking forfeiture of our assets, if any.

We do not know and cannot  determine  which, if any, of these actions we will be
forced to take.

If any of these foregoing events occur, you could lose your entire investment in
our shares.

There is  substantial  doubt about our ability to continue as a going concern as
we have suffered recurring losses from operations and have no established source
of revenue.  Accordingly,  our  independent  auditors  included  an  explanatory
paragraph  in  their  report  on our  December  31,  2003  financial  statements
regarding  concerns  about our  ability  to  continue  as a going  concern.  Our
financial   statements  contain  additional  note  disclosures   describing  the
circumstances that lead to this disclosure by our independent auditors.

--------------------------------------------------------------------------------

ITEM 3     CONTROLS AND PROCEDURES


                                       14
<PAGE>

We have evaluated,  with the  participation  of our Chief Executive  Officer and
Chief  Financial  Officer,  the  effectiveness  of our  disclosure  controls and
procedures  as of  September  30,  2004.  Based on this  evaluation,  our  Chief
Executive  Officer and Chief  Financial  Officer  have each  concluded  that our
disclosure  controls  and  procedures  are  effective  to ensure that we record,
process, summarize, and report information required to be disclosed by us in our
quarterly  reports  filed  under the  Securities  Exchange  Act  within the time
periods specified by the Securities and Exchange  Commission's  rules and forms.
During the  quarterly  period  covered by this  report,  there have not been any
changes in our internal  controls over financial  reporting that have materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.

--------------------------------------------------------------------------------

                            PART II OTHER INFORMATION

ITEM 2     CHANGES IN SECURITIES

The  following  unregistered  securities  were issued by the Company  during the
three months ended September 30, 2004:

<TABLE>
<CAPTION>
     Date of Issuance      Description of      Securities Number of Shares Issued   Purchase Price
                              Issued
<S>                        <C>                               <C>                       <C>
         9/9/2004          Common Shares                     100,000                   $50,000
         9/27/2004         Common Shares                       3,963                    $1,665
         9/27/2004         Common Shares                       3,521                    $1,479
         9/27/2004         Common Shares                       4,985                    $2,094
         9/27/2004         Common Shares                       5,961                    $2,504
         9/27/2004         Common Shares                       4,964                    $2,085
         9/27/2004         Common Shares                       6,516                    $2,085
</TABLE>

The  issuance  of these  securities  is claimed to be exempt  from  registration
pursuant to  Regulation  S under the  Securities  Act of 1933,  as  amended,  as
transactions made outside the United States,  and Section 4(2) of the Securities
Act of 1933,  as amended,  as  transactions  by an issuer not involving a public
offering.

ITEM 6     EXHIBITS AND REPORTS ON FORM 8-K

(A)        EXHIBITS


                                       15
<PAGE>

EXHIBIT
NUMBER          DESCRIPTION OF EXHIBIT
-------         ----------------------

3.1      Articles of Incorporation (1)

3.2      By-Laws (2)

31.1     Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and
         Rule  15d-14(a),  promulgated  under C the  Securities  Exchange Act of
         1934, as amended.

31.2     Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and
         Rule  15d-14(a),  promulgated  under C the  Securities  Exchange Act of
         1934, as amended.

32.1     Certification of Chief Executive Officer pursuant to 18 U.S.C.  Section
         1350, as adopted pursuant to C Section 906 of the Sarbanes-Oxley Act of
         2002.

32.2     Certification of Chief Financial Officer pursuant to 18 U.S.C.  Section
         1350, as adopted pursuant to C Section 906 of the Sarbanes-Oxley Act of
         2002.

-----------
(1)   Denotes  previously  filed  exhibits:  filed on  January 7, 2000 with 3045
      Corporation's Form SB-2 registration statement, file # 333-94265.

(2)   Denotes  previously  filed  exhibits:  filed on May 30,  2003  with  Liska
      Biometry, Inc.'s Form 10-KSB for the period ended December 31, 2001.


We hereby incorporate the following additional  documents by reference:  (a) our
Form  10-KSB for the year ended  December  31,  2003 which was filed on April 7,
2004,  for the year ended  December 31, 2002,  which was filed on July 28, 2003,
for, the year ended December 31, 2001,  which was filed on May 30, 2003; and for
the year,  ended  November 30, 2000 which was filed on January 3, 2001;  (b) our
Registration  Statement on Form SB-2 and all amendments  thereto which was filed
on January 7, 2000 and  amended on February  8, 2000,  March 1, 2000,  March 14,
2000,  April 3, 2000,  and April 4, 2000;  (c) our Forms  10-QSB for the periods
ended June 30, 2004 which was filed on August 16, 2004; March 31, 2004 which was
filed on May 17, 2004;  September 30, 2003 which was filed on November 14, 2003;
June 30, 2003 which was filed on August 15, 2003; March 31, 2003 which was filed
on August 15, 2003;  September  30, 2002 which was filed on July 28, 2003;  June
30, 2002 which was filed on May 30, 2003;  March 31, 2002 which was filed on May
30,  2002;  June 30, 2001 which was filed on April 4, 2002;  September  30, 2001
which was filed on April 4,  2002;  March  31,  2001  which was filed on May 21,
2001;  August 31, 2000 which was filed on September 15, 2000; May 31, 2000 which
was filed on June 20,  2000;  and February 29, 2000 which was filed on April 14,
2000.


                                       16
<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements of Section 12 of the Securities and Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                        LISKA BIOMETRY, INC.

                                        Dated: November 15, 2004

                                        By: /s/ Christopher J. LeClerc
                                        -------------------------------
                                        Christopher J. LeClerc
                                        President and CEO
                                        (Principal Executive Officer)


                                        By: /s/ Manoj E. Hippola
                                        -------------------------------
                                        Manoj E. Hippola
                                        Chief Financial Officer
                                        (Principal Accounting Officer)




                                       17