SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

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

                       FOR THE PERIOD ENDED MARCH 31, 2004

                         COMMISSION FILE NUMBER: 0-29417


                                 ICRYSTAL, INC.
                     --------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


               DELAWARE                                     62-1581902
          (STATE OF ORGANIZATION)                    (I.R.S. EMPLOYER I.D. NO.)


                        3237 KING GEORGE HWY., STE. 101-B
                    SURREY, BRITISH COLUMBIA, V5P 1B7 CANADA
                -------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                  (604)542-5021
                                    -------------------------------------------
               REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE


         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 AND
         (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.

                           YES [X] NO [ ]



THERE ARE 19,732,785 SHARES OF COMMON STOCK OUTSTANDING AS OF March 31, 2004.






<PAGE>



PART I   FINANCIAL INFORMATION


         ITEM 1 FINANCIAL STATEMENTS


                          ICRYSTAL, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET

                                     ASSETS

                                                                  March 31, 2004
CURRENT ASSETS                                                      (Unaudited)
                                                                    -----------

   Cash                                                             $     3,988
                                                                    -----------

      Total Current Assets                                                3,988

FIXED ASSETS

   Equipment                                                              6,116
   Furniture and fixtures                                                11,428
   Accumulated depreciation and amortization                             (4,936)
                                                                    -----------

      Total Fixed Assets                                                 12,608
                                                                    -----------

      Total Assets                                                  $    16,596
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

   Accounts payable                                                 $    10,000
   Related party payable                                                 27,000
                                                                    -----------

      Total Current and Total Liabilities                                37,000
                                                                    -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT

   Common stock, $.01 par value, 30,000,000 shares
      authorized, 19,732,785 shares issued and
      outstanding at March 31, 2004                                     197,328
   Additional paid-in capital                                         6,206,212
   Accumulated deficit                                               (6,423,944)
                                                                    -----------

      Total Stockholders' Deficit                                       (20,404)
                                                                    -----------

      Total Liabilities and Stockholders' Deficit                   $    16,596
                                                                    ===========



                  See Notes to the Interim Financial Statements



<PAGE>



                          ICRYSTAL, INC. AND SUBSIDIARY
          CONSOLIDATED STATEMENTS OF INCOME AND OPERATIONS (UNAUDITED)

                                           THREE MONTHS ENDED MARCH 31
                                              2004          2003
                                           ------------   ------------


SOFTWARE ROYALTIES                         $       --     $       --
                                           ------------   ------------

OPERATING COSTS AND EXPENSES
   General and administrative                      --             --
   Research and development                        --             --
   Consulting                                      --             --
   Marketing expense                               --             --
   Depreciation and amortization expense           --             --
                                           ------------   ------------

      Net loss from operations                     --             --
                                           ------------   ------------

   Interest expense                                --             --

      Net loss before income taxes                 --             --
                                           ------------   ------------

   Provision for income taxes                      --             --

      Loss from continuing operations              --             --
                                           ------------   ------------

   Discontinued operations:
      Loss from discontinued operations
      (net of income tax effect of $0)             --          (11,577)
                                           ------------   ------------

      Net loss                             $       --     $    (11,577)
                                           ============   ============

      Loss per share                       $      (0.00)  $      (0.00)
                                           ============   ============


   Weighted average common shares
      outstanding (basic and diluted)        19,732,785     19,732,785
                                           ============   ============


                  See Notes to the Interim Financial Statements







<PAGE>



                          ICRYSTAL, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                     THREE MONTHS ENDED MARCH 31
                                                         2004        2003
                                                        --------   --------
CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                             $   --     $(11,578)

   Adjustments to reconcile net loss to
      net cash used in operating activities:

      Depreciation and amortization expense                 --         --
      Amortization of loan origination fees                 --         --
      (Increase) decrease in accounts
         receivable                                         --         (980)
      Decrease in prepaid expenses                          --       14,300
      Increase in accounts payable
         and accrued expenses                               --        3,540
   Decrease in related party payable                        --       (3,276)
   Increase in interest payable                             --           79
   Decrease in deferred revenue                             --       (6,700)
                                                        --------   --------

   Net cash provided by (used in)
      operating activities                                  --       (4,615)
                                                        --------   --------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of capital assets                               --       (2,829)
   Net cash used in investing activities                    --       (2,829)
                                                        --------   --------

CASH FLOWS FROM FINANCING ACTIVITIES
   Principal payments on notes and advances                 --         --
                                                        --------   --------

      Net cash used in financing activities                 --         --
                                                        --------   --------

      Net decrease in cash                                  --       (7,444)

      Cash and cash equivalents at
         December 31, 2003 and 2002                        3,988     13,352

      Cash and cash equivalents at
         March 31, 2004 and 2003                        $  3,988   $  3,988
                                                        ========   ========


SUPPLEMENTARY INFORMATION

During the three months  ended March 31, 2004 and 2003,  the Company paid $0 and
$0 in interest,  respectively. The Company paid no taxes during the three months
ended March 31, 2004 or 2003.


                  See Notes to the Interim Financial Statements





<PAGE>



                         ICRYSTAL, INC., AND SUBSIDIARY
                      NOTES TO INTERIM FINANCIAL STATEMENTS
                                 March 31, 2004


1.        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION

          The accompanying  unaudited interim financial  statements of ICrystal,
          Inc. (the  "Company")  have been prepared by the Company in accordance
          with accounting  principles generally accepted in the United States of
          America,  pursuant to the Securities and Exchange Commission rules and
          regulations.  In management's opinion all adjustments  necessary for a
          fair  presentation  of the  results  for  interim  periods  have  been
          reflected  in  the  interim  financial  statements.   The  results  of
          operations  for any interim period are not  necessarily  indicative of
          the  results  for a  full  year.  All  adjustments  to  the  financial
          statements are of a normal recurring nature.  Certain  information and
          footnote   disclosures   normally  included  in  financial  statements
          prepared in accordance with generally accepted  accounting  principles
          have been condensed or omitted.  Such disclosures are those that would
          substantially  duplicate  information  contained  in the  most  recent
          audited  financial  statements  of the  Company,  such as  significant
          accounting policies and stock options.  Management presumes that users
          of the  interim  statements  have read or have  access to the  audited
          financial  statements and notes thereto included in the Company's most
          recent annual report on Form 10-KSB.  These financial  statements have
          been  prepared  assuming  that the  Company  will  continue as a going
          concern.  The Company  has  sustained  recurring  losses over the past
          years.  In the event that future  operating cash flows do not meet all
          of the Company's cash requirements,  it will need to obtain additional
          financing  in the  form  of  private  placements  of  debt  or  equity
          securities.  Success in raising  additional  financing is dependent on
          the Company's  ability to demonstrate  that it can fulfil its business
          strategy to license its games and websites  and  generate  significant
          royalty revenues. Should the Company need additional financing through
          debt or equity  placements,  there is no assurance that such financing
          will be  available,  if at all, at terms  acceptable  to the  Company.
          Management  is  planning  to  discontinue  operations  and  dispose of
          certain   assets  in  order  to  relieve   notes   payable  and  other
          liabilities.

          In  February  2003,  the FASB issued  SFAS No.  149,  "Accounting  for
          Certain Financial  Instruments with Characteristics of Liabilities and
          Equity,"  which is  effective at the  beginning  of the first  interim
          period  beginning  after  March 15,  2003.  SFAS No.  149  establishes
          standards  for the  Company's  classification  of  liabilities  in the
          financial statements that have characteristics of both liabilities and
          equity.  The Company  believes  the  adoption of SFAS No. 149 will not
          have  a  material  effect  on  the  Company's  consolidated  financial
          position or results of operations.

2.        RELATED PARTIES

          The Company is affiliated with the Canadian chartered  accounting firm
          Slamko Visser through common ownership.  During the three months ended
          March  31,  2004 and  2003,  the  Company  incurred  $0,  and  $5,243,
          respectively,   of  expense  to  Slamko  Visser  for   consulting  and
          accounting fees and related costs. As of March 31, 2004 the payable to
          Slamko Visser was $29,449.

3.        MAJOR CUSTOMER

          During the three  months  ended March 31,  2004 and 2003,  the Company
          received  essentially  all of its revenue  from its  exclusive  master
          license with Manihi,  Inc. The Company received $0 and $270,612 in the
          three months ended March 31, 2004 and 2003 respectively,  from Manihi,
          Inc.

4.        DISCONTINUED OPERATIONS

          In August 2001,  the FASB issued  Statement  of  Financial  Accounting
          Standards  No. 144 ("SFAS  144"),  "Accounting  for the  Impairment of
          Long-Lived  Assets",  which requires a single  accounting  model to be
          used for long-lived assets to be sold and broadens the presentation of
          discontinued  operations to include a "component of an entity" (rather
          than a segment of a  business).  A  component  of an entity  comprises
          operations and cash flows that can be clearly distinguished,



<PAGE>


          operationally and for financial reporting  purposes,  from the rest of
          the entity.  A component of an entity that is  classified  as held for
          sale,  or  has  been  disposed  of,  is  presented  as a  discontinued
          operation if the  operations  and cash flows of the component  will be
          (or have been)  eliminated  from the ongoing  operations of the entity
          and the entity will not have any significant continuing involvement in
          the  operations  of  the  component.  The  Company  adopted  SFAS  144
          effective August 1, 2001. In early 2003 the Company decided to dispose
          of its assets in order to relieve  its debt.  Accordingly  the Company
          was  accounted  for  as  a   discontinued   operation.   Revenue  from
          discontinued  operations  in the  current  quarter  totaled $0. It was
          agreed that all of the assets of the Company  except cash and accounts
          receivable  would be purchased in exchange for $724,000  relief of the
          $418,770  note payable and related  interest,  accounts  payable,  and
          certain  other  liabilities.  A loss from  discontinued  operations of
          $11,577 was recorded. The agreement was finalized on May 29, 2003.


PART II           Other Information

         Item 1    Exhibits

                   99       Certification of CEO and CFO



                                   SIGNATURES

Purusant to the  requirements  of Section 13 of the  Securities  Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.

Dated this 20th day of May, 2004


                                     ICRYSTAL, INC.,
                                    a Delaware corporation


                                    By:    /s/ LARRY J. HRABI
                                       -------------------------
                                               Larry J. Hrabi
                                               CEO

May 20, 2003








<PAGE>



                                  CERTIFICATION

I, Larry Hrabi, certify that:

1.       I have  reviewed  this  Quarterly  Report on Form  10-QSB of i Crystal,
         Inc.;

2.       Based on my  knowledge,  this  Quarterly  Report  does not  contain any
         untrue  statement of a material  fact or omit to state a material  fact
         necessary to make the  statements  made, in light of the  circumstances
         under which such  statements  were made, not misleading with respect to
         the period covered by this Quarterly Report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information included in this Quarterly Report,  fairly represent in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this Quarterly Report;

4.       As the  registrant's  sole  certifying  officer,  I am responsible  for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

         a)       Designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to me
                  by others  within  those  entities,  particularly  during  the
                  period in which this Quarterly Report is being prepared;

         b)       Evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing  date of this  Quarterly  Report  (the  "Evaluation
                  Date"); and

         c)       Presented in this Quarterly  Report my  conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on my evaluation as of the Evaluation Date;

5.       I  have  disclosed,   based  on  my  most  recent  evaluation,  to  the
         registrant's auditors and the audit committee of the board of directors
         (or persons performing the equivalent functions):

         a)       All  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

         b)       Any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls; and




<PAGE>


6.       I have  indicated in this  Quarterly  Report  whether or not there were
         significant changes in internal controls or in other factors that could
         significantly  affect  internal  controls  subsequent to the date of my
         most recent evaluation, including any corrective actions with regard to
         significant deficiencies and material weaknesses.




May 20, 2004                                    /s/ LARRY J. HRABI
                                            -------------------------
                                                     Larry J. Hrabi
                                                     Chairman and CFO