<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

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

                              For the quarterly period ended September 30, 2003

       [ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                             For the transition period from _______ to ________

                                        Commission file number: 333-47924


                            OPUS RESOURCE GROUP, INC.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in it charter)


                 COLORADO                               84-1506325
----------------------------------------     ---------------------------------
      (State or other jurisdiction of        (IRS Employer Identification No.)
       incorporation or organization)


                1949 - 5TH ST. N., ST. PETERSBURG, FLORIDA 33704
--------------------------------------------------------------------------------
                    (Address of principal executive offices)


                                 (727) 823-6988
                       ----------------------------------
                           (Issuer's telephone number)


                             OPUS MEDIA GROUP, INC.
                50 - 84TH AVENUE, TREASURE ISLAND, FLORIDA 33706
--------------------------------------------------------------------------------
             (Former name, former address and former fiscal year, if
                           changed since last report)

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

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the issuer filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court. Yes [ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of December 18, 2003, the issuer
had 3,542,937 shares of $.001 par value common stock outstanding.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]


<PAGE>


                                      INDEX

<Table>
<Caption>
                                                                                                          PAGE
                                                                                                          ----
<S>                                                                                                       <C>
PART 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements

Condensed balance sheet, September 30, 2003 (unaudited)                                                   1

Condensed statements of operations, three and nine months ended September 30,
   2003 and 2002 (unaudited), and June 17, 1999
   (inception) through September 30, 2003 (unaudited)                                                     2


Condensed statements of cash flows, nine months ended September 30,
   2003 and 2002 (unaudited), and June 17, 1999 (inception) through
   September 30, 2003 (unaudited)                                                                         3

Notes to condensed financial statements (unaudited)                                                       4


Item 2.  Management's Plan of Operation.                                                                  8

Item 3.  Controls and Procedures                                                                          9

PART 2 - OTHER INFORMATION

Item 1.  Legal Proceedings                                                                                10

Item 2.  Changes in Securities and Use of Proceeds                                                        10

Item 3.  Defaults upon Senior Securities                                                                  10

Item 4.  Submission of Matters to a Vote of Security Holders                                              10

Item 5.  Other Information                                                                                11

Item 6.  Exhibits and Reports on Form 8-K                                                                 11

Signatures                                                                                                12
</Table>




                                       i
<PAGE>
                           OPUS RESOURCE GROUP, INC.
                       (Formerly OPUS Media Group, Inc.)
                         (A Development Stage Company)

                             CONDENSED BALANCE SHEET
                                   (Unaudited)

                               September 30, 2003

                                     Assets

<Table>
<S>                                                                       <C>
Cash .................................................................    $        17,835
                                                                          ---------------
                  Total current assets ...............................             17,835

Property and equipment, net of accumulated depreciation and
    amortization of $46,113 ..........................................              2,908
Deposit (Note F) .....................................................            245,000
                                                                          ---------------
                                                                          $       265,743
                                                                          ===============

                        LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities:
    Accounts payable and accrued expenses ............................    $       341,822
    Indebtedness to related party (Note B) ...........................             22,600
    Unearned revenue .................................................                  9
    Note payable (Notes D and F) .....................................            375,000
    Accrued interest payable (Note D) ................................              7,360
    Accrued interest payable to shareholder (Note B) .................              1,072
                                                                          ---------------
                  Total current liabilities ..........................            747,863
                                                                          ---------------
Shareholders' deficit (Note E):
    Preferred stock ..................................................                 --
    Common stock .....................................................              3,543
    Outstanding common stock options .................................            223,308
    Outstanding common stock warrants ................................            293,250
    Additional paid-in capital .......................................          3,657,891
    Deficit accumulated during development stage .....................         (4,660,112)
                                                                          ---------------
                  Total shareholder's deficit ........................           (482,120)
                                                                          ---------------
                                                                          $       265,743
                                                                          ===============
</Table>

            See accompanying notes to condensed financial statements



                                       1

<PAGE>

                           OPUS RESOURCE GROUP, INC.
                       (Formerly OPUS Media Group, Inc.)
                         (A Development Stage Company)

                       CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<Table>
<Caption>
                                                                                                                       JUNE 17,
                                                                                                                        1999
                                                       THREE MONTHS ENDED                 NINE MONTHS ENDED          (INCEPTION)
                                                          SEPTEMBER 30,                      SEPTEMBER 30,             THROUGH
                                                 -----------------------------     -------------------------------   SEPTEMBER 30,
                                                    2003              2002             2003              2002           2003
                                                 ------------     ------------     -------------     -------------  -------------
<S>                                              <C>              <C>              <C>               <C>            <C>
Revenue, net ................................... $         51     $         31     $         155     $         303  $       2,631
                                                 ------------     ------------     -------------     -------------  -------------

Operating expenses:
    Stock-based compensation (Note E) ..........           --          360,966           178,100         1,495,616      1,918,902
    Selling, general and administrive ..........      146,604           18,880           202,652           177,957      1,308,161
    Marketing rights fees (Notes E and F) ......           --               --            60,000                --         60,000
    Cost for rescission of Plan of
       Reorganization ..........................           --               --                --           150,000        150,000
    Record label inducement fee ................           --               --                --           400,000        400,000
    Contributed services .......................           --               --                --                --        271,170
    Depreciation and amortization ..............        3,261            3,538            10,009            10,615        179,620
    Asset impairment charge ....................           --               --                --                --        250,409
                                                 ------------     ------------     -------------     -------------  -------------
                    Total operating expenses ...      149,865          383,384           450,761         2,234,188      4,538,262
                                                 ------------     ------------     -------------     -------------  -------------

                    Operating loss .............     (149,814)        (383,353)         (450,606)       (2,233,885)    (4,535,631)

Non-operating income:
    Interest income ............................           --               --                20                21         16,739
Interest expense (Notes D and F) ...............       (7,360)            (804)         (132,360)           (2,225)      (141,220)
                                                 ------------     ------------     -------------     -------------  -------------

                    Loss before income taxes ...     (157,174)        (384,157)         (582,946)       (2,236,089)    (4,660,112)

Income tax provision (Note C) ..................           --               --                --                --             --
                                                 ------------     ------------     -------------     -------------  -------------

                    Net loss ................... $   (157,174)    $   (384,157)    $    (582,946)    $  (2,236,089) $  (4,660,112)
                                                 ============     ============     =============     =============  =============

Basic and diluted loss per share ............... $      (0.00)    $      (0.19)    $       (0.00)    $       (1.51)
                                                 ============     ============     =============     =============

Basic and diluted weighted average
    common shares outstanding ..................    3,542,937     *  2,024,376         2,918,197     *   1,480,981
                                                 ============     ============     =============     =============
</Table>

* Restated for 1:15 reverse common stock split (see Note E)


            See accompanying notes to condensed financial statements



                                       2


<PAGE>


                           OPUS RESOURCE GROUP, INC.
                       (Formerly OPUS Media Group, Inc.)
                         (A Development Stage Company)

                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<Table>
<Caption>
                                                                                                                     JUNE 17,
                                                                                                                      1999
                                                                                   NINE MONTHS ENDED               (INCEPTION)
                                                                                     SEPTEMBER 30,                   THROUGH
                                                                          -----------------------------------      SEPTEMBER 30,
                                                                               2003               2002                  2003
                                                                          ---------------     ---------------     ---------------
<S>                                                                       <C>                 <C>                 <C>

                     Net cash used in
                         operating activities ........................    $      (135,299)    $      (608,704)    $    (1,498,855)
                                                                          ---------------     ---------------     ---------------

Cash flows from investing activities:
    Equipment purchases ..............................................                 --                  --             (19,054)
    Blastgard deposit (Note F) .......................................           (245,000)                 --            (245,000)
    Payments for copyright ...........................................                 --                  --                (485)
    Payments for trademark ...........................................                 --                  --              (2,460)
    Payments for web site ............................................                 --                  --            (345,935)
    Payments for patent ..............................................                 --                  --             (29,457)
    Payments for leasehold improvements ..............................                 --                  --              (2,802)
                                                                          ---------------     ---------------     ---------------
                     Net cash used in
                         investing activities ........................           (245,000)                 --            (645,193)
                                                                          ---------------     ---------------     ---------------

Cash flows from financing activities:
    Proceeds from the sale of common stock
       net of offering costs .........................................                 --             620,000           1,778,150
    Proceeds from exercise of stock options ..........................                 --                  --               6,100
    Payments on capital lease obligations ............................                 --             (13,100)            (29,967)
    Proceeds from director loans .....................................             26,100               7,130              56,100
    Repayment of director loans ......................................             (3,500)            (30,000)            (33,500)
    Proceeds from shareholder loan ...................................                 --              25,000              25,000
    Repayment of shareholder loan ....................................                 --                  --             (25,000)
    Proceeds from issuance of note payable (Notes D and F) ...........            375,000                  --             375,000
    Contributed capital ..............................................                 --                  --              10,000
                                                                          ---------------     ---------------     ---------------
                     Net cash provided by
                         financing activities ........................            397,600             609,030           2,161,883
                                                                          ---------------     ---------------     ---------------

                         Net change in cash ..........................             17,301                 326              17,835

Cash, beginning of period ............................................                534                 997                  --
                                                                          ---------------     ---------------     ---------------

Cash, end of period ..................................................    $        17,835     $         1,323     $        17,835
                                                                          ===============     ===============     ===============

Supplemental disclosure of cash flow information: Cash paid for:
       Income taxes ..................................................    $            --     $            --     $            --
                                                                          ===============     ===============     ===============
       Interest ......................................................    $            --     $         1,153     $         8,860
                                                                          ===============     ===============     ===============

    Non-cash financing activities:
       Equipment acquired under capital lease ........................    $            --     $            --     $        29,967
                                                                          ===============     ===============     ===============
       Common stock issued in exchange for debt
          owed to former merger candidate (Note E) ...................    $       150,000     $            --     $       150,000
                                                                          ===============     ===============     ===============
</Table>

            See accompanying notes to condensed financial statements



                                       3
<PAGE>


                            OPUS RESOURCE GROUP, INC.
                        (Formerly OPUS Media Group, Inc.)
                          (A Development Stage Company)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE A:  BASIS OF PRESENTATION

The financial statements presented herein have been prepared by the Company in
accordance with the accounting policies in its Form 10-KSB dated December 31,
2002, and should be read in conjunction with the notes thereto.

In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary to provide a fair presentation of
operating results for the interim period presented have been made. The results
of operations for the periods presented are not necessarily indicative of the
results to be expected for the year.

The Company is in the development stage in accordance with Statements of
Financial Accounting Standards (SFAS) No. 7 "Accounting and Reporting by
Development Stage Enterprises". As of September 30, 2003, the Company has
devoted substantially all of its efforts to financial planning, raising capital
and developing markets and its web site.

Financial data presented herein are unaudited.

NOTE B:  RELATED PARTY TRANSACTIONS

On March 25, 2003, the Company issued 3,000,000 shares of its common stock to a
director in exchange for consulting services. The market value of the common
stock on the transaction date was $.012 per share, resulting in stock-based
compensation expense of $36,000 (see Note D).

During the nine months ended September 30, 2003, an officer paid expenses on
behalf of the Company totaling $7,500 and advanced the Company an additional
$18,600. Prior to September 30, 2003, the Company repaid the officer $3,500. The
remaining balance of $22,600 is included in the accompanying condensed financial
statements as "indebtedness to related party".

NOTE C:  INCOME TAXES

The Company records its income taxes in accordance with Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes". The Company incurred
net operating losses during all periods presented resulting in a deferred tax
asset, which was fully allowed for; therefore, the net benefit and expense
resulted in no income taxes.



                                       4
<PAGE>


NOTE D:  NOTES PAYABLE

The Company's promissory notes payable consist of the following:


<Table>
<S>                                                          <C>
Promissory note payable, 10 percent interest rate,
     matures June 30, 2004 (see Note F) ..................   $    250,000
Promissory note payable, 10 percent interest rate,
     matures October 21, 2003, unsecured .................         25,000
Promissory note payable, 10 percent interest rate,
     matures November 2, 2003, unsecured .................        100,000
                                                             ------------
                                                             $    375,000
                                                             ============
</Table>


All of the promissory notes mature within 12 months. The $25,000 and $100,000
promissory notes are in default as of the date of this report.

NOTE E:  SHAREHOLDERS' EQUITY

On March 25, 2003, the Company issued 8,000,000 shares of its common stock in
exchange for marketing and consulting services. The market value of the common
stock on the transaction date was $.012 per share. Stock-based compensation
expense of $96,000 was recognized in the accompanying condensed financial
statements for the nine months ended September 30, 2003.

On March 25, 2003, the Company issued 5,000,000 shares of its common stock in
exchange for marketing rights (see Note F). The market value of the common stock
on the transaction date was $.012 per share. Marketing rights fees of $60,000
were recognized in the accompanying condensed financial statements for the nine
months ended September 30, 2003.

On April 14, 2003, the Company issued 3,425,000 shares of its common stock in
exchange for marketing and consulting services. The market value of the common
stock on the transaction date was $.012 per share. Stock-based compensation
expense of $41,100 was recognized in the accompanying condensed financial
statements for the nine months ended September 30, 2003.

On May 16, 2003, the Company issued 500,000 shares of its common stock in
exchange for legal services. The market value of the common stock on the
transaction date was $.01 per share. Stock-based compensation of $5,000 was
recognized in the accompanying condensed financial statements for the nine
months ended September 30, 2003.

On June 6, 2003, the Company issued 1,500,000 shares of its common stock as
payment for a $150,000 liability owed to a former merger candidate.

On September 8, 2003, the Company's Board of Directors declared a 1 for 15
reverse split of its $.001 par value common stock for shareholders of record on
September 29, 2003. The stock split reduced the number of common shares
outstanding from 53,143,083 to 3,542,937 on September 29, 2003.

Following is a statement of changes in shareholders' deficit for the nine months
ended September 30, 2003:



                                       5
<PAGE>



<Table>
<Caption>
                                                                                                            Deficit
                                                                   Outstanding  Outstanding               Accumulated
                                             Common stock            Common      Common      Additional    During the
                                       -----------------------       Stock       Stock        Paid-in     Development
                                          Shares      Par Value      Options     Warrants      Capital       Stage         Total
                                        -----------  -----------   -----------  -----------  -----------  -----------   -----------
<S>                                     <C>          <C>           <C>          <C>          <C>          <C>           <C>
Balance, January 1, 2002 .............   31,718,083  $    31,718   $   223,308  $   293,250  $ 3,241,616  $(4,077,166)  $  (287,274)
March 2003, stock issued in
  exchange for marketing rights ......    5,000,000  $     5,000   $        --  $        --  $    55,000  $        --        60,000
March 2003, stock issued to
  consultants in exchange for
  services ...........................    8,000,000        8,000            --           --       88,000           --        96,000
March 2003, stock issued to
  officers in exchange for services ..    3,000,000        3,000            --           --       33,000           --        36,000
April 2003, stock issued to
  consultants in exchange for
  services ...........................    3,425,000        3,425            --           --       37,675           --        41,100
May 2003, stock issued to
  attorney in exchange for services ..      500,000          500            --           --        4,500           --         5,000
June 2003, stock issued as payment
  of a liability owed to former
   merger candidate ..................    1,500,000        1,500            --           --      148,500           --       150,000
Reverse stock split ..................   49,600,146)     (49,600)           --           --       49,600           --            --
Net loss for the nine months
  ended September 30, 2003 ...........           --           --            --           --           --     (582,946)     (582,946)
                                        -----------  -----------   -----------  -----------  -----------  -----------   -----------
      Balance, September 30, 2003 ....  $ 3,542,937  $     3,543   $   223,308  $   293,250  $ 3,657,891  $(4,660,112)  $  (482,120)
                                        ===========  ===========   ===========  ===========  ===========  ===========   ===========
</Table>






COMMON STOCK OPTIONS AND WARRANTS

On September 3, 2003, the Company entered into a consulting agreement with JMW
Fund, LLC to provide consulting and advisory services to the Company. The
Company granted the consultant fully vested options to purchase an aggregate of
200,000 shares of the Company's common stock. On September 3, 2003 the market
value of the stock was $.01. The exercise prices on the options range from $.50
to $1.00 and expire on August 31, 2005. The Company determined that the options
had no fair value in accordance with SFAS 123.

Following is a schedule of changes in common stock options and warrants for the
nine months ended September 30, 2003:




<Table>
<Caption>
          Description                           Options        Warrants
          -----------                       --------------  --------------
<S>                                         <C>             <C>
Outstanding at December 31, 2002 .........       9,856,500       3,750,003
Granted ..................................         200,000              --
Exercised ................................              --              --
Canceled .................................              --              --
                                            --------------  --------------
Outstanding at September 30, 2003 ........      10,056,500       3,750,003
                                            ==============  ==============
</Table>



                                       6
<PAGE>

NOTE F:  MEMORANDUM OF UNDERSTANDING

During the nine months ended September 30, 2003, the Company signed a Memorandum
of Understanding ("MOU") with Blastgard, Inc. ("Blastgard"), pursuant to which
the Company issued five million shares of its restricted common stock to
Blastgard in exchange for the right to distribute and sell Blastgard products in
China. Blastgard develops, designs and manufactures patented technology products
that mitigate blasts and suppress flash fires resulting from explosions.

In addition, under the terms of the MOU, the Company has agreed to pay $5.5
million and issue 25 percent of the Company's then issued and outstanding common
stock in exchange for 51 percent of the issued and outstanding common stock of
Blastgard. Under the amended terms of the MOU, the Company had until November 1,
2003 to purchase the 51 percent interest in Blastgard. As of the date of this
report, the transaction was not completed or terminated.

On June 30, 2003, the Company received proceeds of $250,000 in exchange for a
promissory note. $245,000 of the proceeds was subsequently paid to Blastgard as
an initial deposit on the $5.5 million purchase price. The note carries a ten
percent interest rate and matures once either the Company or Blastgard receive
additional financing totaling $1 million or on June 30, 2004, which ever occurs
first. In addition, the Company agreed to issue the note holder 250,000 shares
of its common stock as a payment for making the loan. However, if the Company's
common stock is trading at less than $.50 per share on June 30, 2004, the
Company must pay the debt holder the difference between the stock price and $.50
per share. As a result, the Company recorded debt issue costs totaling $125,000
for the nine months ended September 30, 2003, which is reflected as interest
expense in the accompanying condensed, unaudited financial statements. The
250,000 shares were not issued as of September 30, 2003.



                                       7
<PAGE>


ITEM 2.  PLAN OF OPERATION


The following discussion should be read in conjunction with the Company's
financial statements and notes thereto included elsewhere in this Form 10-QSB.
Except for the historical information contained herein, the discussion in this
Form 10-QSB contains certain forward looking statements that involve risks and
uncertainties, such as statements of the Company's plans, objectives,
expectations and intentions. The cautionary statements made in this Form 10-QSB
should be read as being applicable to all related forward-looking statements
wherever they appear herein. The Company's actual results could differ
materially from those discussed here.

The financial information furnished herein has not been audited by an
independent accountant; however, in the opinion of management, all adjustments
(only consisting of normal recurring accruals) necessary for a fair presentation
of the results of operations for the period ended September 30, 2003, have been
included.

FINANCIAL RESULTS

From inception, the Company has only recorded nominal revenues. The Company
remains a development stage company for accounting purposes. From inception on
June 17, 1999 through September 30, 2003, the Company has incurred a cumulative
net loss of approximately $4.7 million. The Company is in immediate need of
financing, as discussed below.

BLASTGARD

During the nine months ended September 30, 2003, the Company entered into a
Memorandum of Understanding ("Agreement") with Blastgard, Inc., pursuant to
which the Company issued five million pre-split (333,333 post-split) shares of
restricted stock to Blastgard in exchange for the right to distribute and sell
Blastgard products in China. Blastgard develops, designs and manufactures
patented technology products that mitigate blasts and suppress flash fires
resulting from explosions. The Company also entered into an agreement with David
Hsia, pursuant to which the Company issued five million pre-split (333,333
post-split) shares of restricted stock to Mr. Hsia in exchange for his services
for one year in connection with the business development of the Company in China
in connection with the distribution and sale of Blastgard products.

In addition, under the terms of the Agreement, the Company has the right to pay
$5.5 million and issue 25% of the Company's then issued and outstanding common
stock in exchange for a 51% interest in Blastgard. Under the amended terms of
the Agreement, the Company had until November 1, 2003, to purchase the 51%
interest in Blastgard.

On June 30, 2003, the Company received proceeds of $250,000 in exchange for a
promissory note. The proceeds were subsequently paid to Blastgard as an initial
deposit on the $5.5 million purchase price. The note carries a ten percent
interest rate and matures once either the Company or Blastgard receive
additional financing totaling $1 million or on June 30, 2004, which ever occurs
first. In addition, the Company agreed to issue the note holder 250,000 shares
of its common stock as a payment for making the loan. However, if the Company's
common stock is trading at less than $.50 per share on June 30, 2004, the
Company must pay the debt holder the difference between the stock price and $.50
per share. As a result, the Company recorded debt issue costs totaling $125,000
for the six months ended June 30, 2003, which is reflected as interest expense
in the accompanying condensed, unaudited financial statements. The 250,000
shares were not issued as of June 30, 2003.

IMMEDIATE NEED OF FUNDING

The Company is in immediate need of funding. There can be no assurance that
financing will be available when needed or on terms acceptable to the Company.
There can be no assurance that the Company will be able to continue as a going
concern, or achieve material revenues and profitable operations.


                                       8
<PAGE>


ITEM 3.  CONTROLS AND PROCEDURES

Based on their most recent evaluation, which was completed as of the end of the
period covered by this periodic report on Form 10-QSB, the Company's Chief
Executive Officer and Chief Financial Officer believe the Company's disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) are
effective to ensure that information required to be disclosed by the Company in
this report is accumulated and communicated to the Company's management,
including its principal executive officer and principal financial officer, as
appropriate, to allow timely decisions regarding required disclosure. During the
fiscal quarter to which this report relates, there were no significant changes
in the Company's internal controls or other factors that could significantly
affect these controls subsequent to the date of their evaluation and there were
no corrective actions with regard to significant deficiencies and material
weaknesses.








                                       9
<PAGE>


PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.         None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

On September 29, 2003, the Company effected a 15:1 reverse split of the
outstanding common stock. As a result of the reverse split, a total of 3,542,937
shares of common stock were outstanding following the reverse split.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.  None.

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

         The Company held its Annual Meeting of Stockholders on August 12, 2003.
Proxies were solicited pursuant to Regulation 14A under the Exchange Act. The
matters voted upon were passed. The results are as follows:

         Proposal 1:    Election of Directors to serve until the next meeting
                        and until their successors are duly elected and
                        qualified:

<Table>
<Caption>
                 NAME                            FOR                    AGAINST                 ABSTAIN
<S>                                         <C>                         <C>                     <C>
         Robert P. Gordon                   20,369,682                        -0-                 142,500
         Joseph R. King                     20,369,682                        -0-                 142,500
         John P. Kelly                      20,366,682                     3,000                  142,500
         Paul Henry                         20,369,482                       200                  142,500

</Table>

         Proposal 2:    Ratification of Cordovano & Harvey, P.C. as
                        independent auditors for 2003:

<Table>
<Caption>
                    For                                Against                            Abstain
                    ---                                -------                            -------
<S>                 <C>                                <C>                                <C>
                    20,379,182                         105,000                            28,000
</Table>

         Proposal 3:    Approval of the 15:1 reverse split of the Company's
                        outstanding common stock:

<Table>
<Caption>
                    For                                Against                            Abstain
                    ---                                -------                            -------
<S>                 <C>                                <C>                                <C>
                    19,774,582                         710,800                            26,800
</Table>

         Proposal 4:    Amendment to the Articles of Incorporation to change
                        the Company's name to Opus Resource Group, Inc.:

<Table>
<Caption>
                    For                                Against                            Abstain
                    ---                                -------                            -------
<S>                 <C>                                <C>                                 <C>
                    20,400,882                         111,300                            -0-
</Table>

         September 29, 2003, was the effective date of the name change and the
reverse-split of the outstanding common stock.



                                       10
<PAGE>


ITEM 5.  OTHER INFORMATION.

As more fully described above in Item 4 (Submission of Matters to a Vote of
Security Holders), effective September 29, 2003, the Company's name changed to
Opus Resource Group, Inc., and the 15:1 reverse split of the outstanding common
stock was effected. As a result of the reverse split, a total of 3,542,937
shares of common stock were outstanding following the reverse split.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

<Table>
<Caption>
Exhibit
Number            Description
<S>               <C>
3.5               The Company's Articles of Incorporation, as amended and currently in effect. (Filed herewith).

3.6               The Company's Bylaws, as amended and currently in effect. (Filed herewith).

10.11             The Company's 2002 Stock Plan (Incorporated by reference to Exhibit 10.11 of the Company's
                  Registration Statement on Form S-8 filed March 8, 2002).

31.1              Section 302 Certification by the Corporation's Chief Executive Officer.  (Filed herewith).

31.2              Section 302 Certification by the Corporation's Chief Financial Officer.  (Filed herewith).

32.1              Section 906 Certification by the Corporation's Chief Executive Officer.  (Filed herewith).

32.2              Section 906 Certification by the Corporation's Chief Financial Officer.  (Filed herewith).
</Table>


(b)  Reports on Form 8-K

         There were no reports on Form 8-K during the quarter.


                                       11
<PAGE>



                                   SIGNATURES

Pursuant to the requirements 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.



                                         OPUS RESOURCE GROUP, INC.

                                     By: /s/ Robert P. Gordon
                                         --------------------------------------
                                         Robert P. Gordon, Chief Executive
                                         Officer and Chief Financial and
                                         Accounting Officer

Dated:  December 22, 2003




                                       12
<PAGE>





                                  EXHIBIT INDEX

<Table>
<Caption>
Exhibit
Number            Description
<S>               <C>
3.5               The Company's Articles of Incorporation, as amended and currently in effect. (Filed herewith).

3.6               The Company's Bylaws, as amended and currently in effect. (Filed herewith).

10.11             The Company's 2002 Stock Plan (Incorporated by reference to Exhibit 10.11 of the Company's
                  Registration Statement on Form S-8 filed March 8, 2002).

31.1              Section 302 Certification by the Corporation's Chief Executive Officer.  (Filed herewith).

31.2              Section 302 Certification by the Corporation's Chief Financial Officer.  (Filed herewith).

32.1              Section 906 Certification by the Corporation's Chief Executive Officer.  (Filed herewith).

32.2              Section 906 Certification by the Corporation's Chief Financial Officer.  (Filed herewith).
</Table>