UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



FORM 10-QSB



[X]

Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



For the quarterly period ended March 31, 2004



[ ]

Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934



For the transition period from __________ to __________



Commission File Number -  0-50163



VG TECH, INC.

(Exact name of Small Business Issuer as specified in its charter)





Nevada

52-2357931



(State or other jurisdiction of

(IRS Employer

incorporation)

Identification No.)



4676 West 6th Avenue, Suite A, Vancouver, BC Canada V6R 1V7

(Address of principal executive offices)



604-710-4272

(Issuers telephone number)



_________________________________________________________________

(Former name, former address and former fiscal year if changed since last report)





State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date:  17,477,000 shares of Common Stock as at March 31, 2004.



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











PART I  FINANCIAL INFORMATION



Item 1.

Financial Statements



GENERAL



The Companys unaudited financial statements for the six months ended March 31, 2004 are included with this Form 10-QSB.  The unaudited financial statements for the six months ended March 31, 2004 include:



(a)

Balance Sheet as of March 31, 2004, and September 30, 2003;

(b)

Statement of Operations  three and six months ended March 31, 2004 and 2003 and March 2, 2000 (Date of Incorporation) to March 31, 2004;

(c)

Statement of Cash flows  three and six months ended March 31, 2004 and 2003 and March 2, 2000 (Date of Incorporation) to March 31, 2004;

(d)

Statement of Changes in Stockholders' Equity (Deficiency); and

(e)

Notes to Financial Statements.



The unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders equity in conformity with generally accepted accounting principles.  In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.  Operating results for the six months ended March 31, 2004 are not necessarily indicative of the results that can be expected for the fiscal year ending September 30, 2004.









V G TECH, INC.

(A Development Stage Company)

INTERIM FINANCIAL STATEMENTS

March 31, 2004

(Unaudited)

(Stated in US Dollars)



V G TECH, INC.

(A Development Stage Company)

INTERIM BALANCE SHEETS

March 31, 2004 and September 30, 2003

(Unaudited)

(Stated in US Dollars)



|                                                                                                        | March 31,  | September 30,
|------------------------------------------------------------------------------------------------------- | ---------- | -------------
|ASSETS                                                                                                  | 2004       | 2003         
|Current Assets                                                                                          |            |              
|Cash                                                                                                    | $
8,037    | $
1,913      
|                                                                                                        |            |              
|Advances receivable                                                                                     | -          | 4,005        
|Capital assets                                                                                          | 7,185      | 8,101        
|                                                                                                        |            |              
|                                                                                                        | $
15,222   | $
14,019     
|                                                                                                        |            |              
|LIABILITIES                                                                                            
|Current Liabilities                                                                                     |            |              
|Accounts payable and accrued liabilities                                                                | $
16,524   | $
16,000     
|Loans payable  Note 4                                                                                  | 56,835     | 39,340       
|                                                                                                        |            |              
|                                                                                                        | 73,359     | 55,340       
|                                                                                                        |            |              
|STOCKHOLDERS DEFICIENCY                                                                               
|Common stock, $0.001 par value                                                                          |            |              
|25,000,000 shares authorized
17,477,000 (September 30, 2003:  17,515,000) shares issued
and outstanding | 17,478     | 17,516       
|Capital in excess of par value                                                                          | 74,707     | 75,429       
|Deficit accumulated during the development stage                                                        | (
150,322) | (
134,266)   
|                                                                                                        |            |              
|                                                                                                        | (
58,137)  | (
41,321)    
|                                                                                                        |            |              
|                                                                                                        | $
15,222   | $
14,019     
|                                                                                                        |            |              





SEE ACCOMPANYING NOTES



V G TECH, INC.

(A Development Stage Company)

INTERIM STATEMENTS OF OPERATIONS

for the three and six month periods ended March 31, 2004 and 2003

and for the period March 2, 2000 (Date of Incorporation) to March 31, 2004

(Unaudited)

(Stated in US Dollars)



|                                              |                    |                  |              |             | March 2, 2000  
|--------------------------------------------- | ------------------ | ---------------- | ------------ | ----------- | ---------------
|                                              |                    |                  |              |             | (Date of Incor-
|                                              | Three months ended | Six months ended | poration) to
|                                              | March 31,          | March 31,        | March 31,   
|                                              | 2004               | 2003             | 2004         | 2003        | 2004           
|Revenue                                       |                    |                  |              |             |                
|Sales                                         | $
-                | $
-              | $
-          | $
1,273     | $
4,423        
|                                              |                    |                  |              |             |                
|Expenses                                      |                    |                  |              |             |                
|Accounting and audit fees                     | 1,703              | 3,204            | 4,104        | 7,879       | 19,465         
|Advertising                                   | -                  | -                | 165          | -           | 2,367          
|Amortization                                  | 458                | 277              | 916          | 554         | 6,814          
|Bank charges and interest                     | 43                 | 30               | 70           | 83          | 654            
|Consulting fees  Note 3                      | -                  | 8,726            | 4,625        | 12,726      | 47,722         
|Legal fees                                    | 1,884              | -                | 1,884        | -           | 23,077         
|Management fees                               | -                  | -                | -            | -           | 7,558          
|Office and miscellaneous                      | 89                 | 922              | 1,078        | 1,458       | 9,165          
|Printing                                      | -                  | -                | 658          | -           | 3,949          
|Telephone                                     | 276                | 140              | 837          | 328         | 5,160          
|Transfer agent and filing
fees                | 746                | -                | 1,719        | -           | 5,207          
|Travel                                        | -                  | 1,170            | -            | 1,170       | 2,319          
|Website costs                                 | -                  | -                | -            | 220         | 20,455         
|                                              |                    |                  |              |             |                
|                                              | 4,199              | 14,469           | 16,056       | 24,418      | 153,912        
|                                              |                    |                  |              |             |                
|Loss before other item                        | (
5,199)           | (
14,469)        | (
16,056)    | (
23,145)   | (
149,489)     
|Other item:                                   |                    |                  |              |             |                
|Loss on disposal of capital
assets            | -                  | -                | -            | -           | (
833)         
|                                              |                    |                  |              |             |                
|Net loss for the period                       | $
(
5,199)         | $
(
14,469)      | $
(
16,056)  | $
(
23,154) | $
(
150,322)   
|                                              |                    |                  |              |             |                
|                                              |                    |                  |              |             |                
|Basic loss per share                          | $
(
0.00)          | $
(
0.00)        | $
(
0.00)    | $
(
0.00)   |                
|                                              |                    |                  |              |             |                
|Weighted average number
of shares outstanding | 17,477,000         | 17,515,000       | 17,477,000   | 17,496,000  |                
|                                              |                    |                  |              |             |                



V G TECH, INC.

(A Development Stage Company)

INTERIM STATEMENTS OF CASH FLOWS

for the six month period ended March 31, 2004 and 2003

and for the period March 2, 2000 (Date of Incorporation) to March 31, 2004

(Unaudited)

(Stated in US Dollars)



|                                                  |                  |              | March 2, 2000  
|------------------------------------------------- | ---------------- | ------------ | ---------------
|                                                  |                  |              | (Date of Incor-
|                                                  | Six months ended | poration) to
|                                                  | March 31,        | March 31,   
|                                                  | 2004             | 2003         | 2004           
|Cash flows from operating activities              |                  |              |                
|Net loss for the period                           | $
(
16,056)      | $
(
23,145)  | $
(
150,322)   
|Add items not involving cash:                     |                  |              |                
|Amortization                                      | 916              | 554          | 6,814          
|Issuance of common stock for expenses             |                  | -            | 1,800          
|Loss on disposal of capital assets                | -                | -            | 833            
|Changes in non-cash working capital items:        | -                |              |                
|Advances from related parties                     | -                | 4,800        | -              
|Accounts payable and accrued liabilities          | 524              | 10,203       | 16,524         
|                                                  |                  |              |                
|                                                  | (
14,616)        | (
7,588)     | (
124,351)     
|                                                  |                  |              |                
|Cash flows from Investing Activities              |                  |              |                
|Advances receivable                               | 4,005            | -            | -              
|Acquisition of capital assets                     | -                | -            | (
14,832)      
|                                                  |                  |              |                
|                                                  | 4,005            | -            | (
14,832)      
|                                                  |                  |              |                
|Cash flows from Financing Activities              |                  |              |                
|Issuance of capital stock                         | -                | 760          | 91,145         
|Cancellation of capital stock                     | (
760)           | -            | (
760)         
|Loans payable                                     | 17,495           | 7,500        | 56,835         
|                                                  |                  |              |                
|                                                  | 16,735           | 8,260        | 147,220        
|                                                  |                  |              |                
|Net increase in cash during the period            | 6,124            | 672          | 8,037          
|                                                  |                  |              |                
|Cash at beginning of the period                   | 1,913            | -            | -              
|                                                  |                  |              |                
|Cash at end of the period                         | $
8,037          | $
672        | $
8,037        
|                                                  |                  |              |                
|Supplemental disclosure of cash flow information: |                  |              |                
|Cash paid for:                                    |                  |              |                
|Interest                                          | $
-              | $
-          | $
-            
|                                                  |                  |              |                
|Income taxes                                      | $
-              | $
-          | $
-            
|                                                  |                  |              |                



V G TECH, INC.

(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)

for the period March 2, 2000 (Date of Incorporation) to March 31, 2004

(Unaudited)

(Stated in US Dollars)



|                            |              |           |             | Deficit      |            
|--------------------------- | ------------ | --------- | ----------- | ------------ | -----------
|                            |              |           |             | Accumulated  |            
|                            |              |           | Capital in  | During the   |            
|                            | Common Stock | Excess of | Development |             
|                            | Number*      | Par Value | Par Value   | Stage        | Total      
|Capital stock issued        |              |           |             |              |            
|For services  at $0.002    | 9,000,000    | $
9,000   | $
(
7,200)  | $
-          | $
1,800    
|For cash  at $0.01         | 5,090,500    | 5,091     | 45,814      | -            | 50,905     
|Net loss for the period     | -            | -         | -           | (
40,430)    | (
40,430)  
|                            |              |           |             |              |            
|Balance, September 30, 2000 | 14,090,500   | 14,091    | 38,614      | (
40,430)    | 12,275     
|Capital stock issued        |              |           |             |              |            
|For cash  at $0.01         | 2,825,000    | 2,825     | 25,425      | -            | 28,250     
| at $0.02                  | 561,500      | 562       | 10,668      | -            | 11,230     
|Net loss for the period     | -            | -         | -           | (
42,151)    | (
42,151)  
|                            |              |           |             |              |            
|Balance, September 30, 2001 | 17,477,000   | 17,478    | 74,707      | (
82,581)    | 9,604      
|Net loss for the period     | -            | -         | -           | (
1,441)     | (
1,441)   
|                            |              |           |             |              |            
|Balance, September 30, 2002 | 17,477,000   | 17,478    | 74,707      | (
84,022)    | 8,163      
|Capital stock issued        |              |           |             |              |            
|For cash  at $0.02         | 38,000       | 38        | 722         | -            | 760        
|Net loss for the period     | -            | -         | -           | (
50,244)    | (
50,244)  
|                            |              |           |             |              |            
|Balance, September 30, 2003 | 17,515,000   | 17,516    | 75,429      | (
134,266)   | (
41,321)  
|Capital stock cancelled     | (
38,000)    | (
38)     | (
722)      | -            | (
760)     
|Net loss for the period     | -            | -         | -           | (
16,056)    | (
16,056)  
|                            |              |           |             |              |            
|Balance, March 31, 2004     | 17,477,000   | $
17,478  | $
74,707    | $
(
150,322) | $
(
58,137)
|                            |              |           |             |              |            



*

The number of shares issued and outstanding and the allocation between par value and capital in excess of par value has been restated to give retroactive effect for a forward stock split on a five for one basis approved by the sole officer and director on January 2, 2003.





V G TECH, INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

March 31, 2004

(Unaudited)

(Stated in US Dollars)



Note 1

Interim Financial Statements



While the information presented in the accompanying interim financial statements is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim period presented.  All adjustments are of a normal recurring nature.  It is suggested that these interim financial statements be read in conjunction with the Companys September 30, 2003 annual financial statements.



Note 2

Continuance of Operations



The financial statements have been prepared using generally accepted accounting principles in the United States of America applicable for a going concern which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business.  At March 31, 2004, the Company has a working capital deficiency of $65,322 and has accumulated losses of $150,322 since its commencement.  Its ability to continue as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due.



Note 3

Related Party Transactions  Note 4



During the interim periods, the Company incurred the following expense charged by the director of the Company:



|                |                  |      |              | March 2, 2000  
|--------------- | ---------------- | ---- | ------------ | ---------------
|                |                  |      |              | (Date of Incor-
|                | Six months ended |      | poration) to
|                | March 31,        |      | March 31,   
|                | 2004             | 2003 |              | 2003           
|Consulting fees | $
-              | $
-  |              | $
1,800        



This expenditure was measured by the exchange amount, which is the amount agreed upon by the transacting parties.



Note 4

Loans Payable



The loans payable are unsecured, non-interest bearing and have no specific terms for repayment.  Included in loans payable at March 31, 2004 is $35,836 (September 30, 2003:  $22,340) due to the director of the Company.





Item 2.

Managements Discussion and Analysis or Plan of Operation



Forward Looking Statements



This report on Form 10-QSB contains certain forward-looking statements within the meaning of section 21e of the Securities Exchange Act of 1934, as amended, and other applicable securities laws.  All statements other than statements of historical fact are forward-looking statements for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing.  Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.



OVERVIEW



We are a developer of high-end, computer-generated three-dimensional (3D) digital illustrations and special effects.  We provide complete digital graphic solutions by offering state of the art computer imaging technology solutions, with high-resolution color-corrected images ready for print production or for on-line use.



PLAN OF OPERATION



We have not received any revenue over the last six months of operation.  One of the reasons for this is our companies focus on getting mega projects as opposed to small contract.  Our operating results are difficult to predict going forward and our future financial results are uncertain due to a number of factors, many of which are outside our control.   The company made no revenue in the first two quarters ending March 31, 2004.  VG Tech has planned expenditures over the next twelve months but many of these expenditures depend on our ability to obtain financing.



Hardware and Software



Currently, Pablo Leites possesses the software required to complete any potential customers work.  The software utilized to provide these services is licensed to Mr. Leites and is sufficient for our use.  Mr. Leites is a consultant to the Company.  Should we hire a marketing person, as we anticipate, we would require a computer and printer valued together at approximately $1400.



Office space and Furniture



The Company offices are at 4676 West 6th Avenue, Suite A, Vancouver, BC Canada V6R 1V7.  The Company wishes to move into a larger work space during fiscal 2004.   If this move occurs, we will require office furniture for 3 employees.  This could entail a cost of approximately US$7300 over 12 months. Office leases currently being contemplated would cost the Company $1800 to $2100.



RESULTS OF OPERATIONS



We incurred a loss of $16,056 for the six months ended March 31, 2004, compared to a loss of $23,154 for the six months ended March 31, 2003.   Operating expenses during the six months included a variety of expenses but focused more so on accounting fees and consulting fees over that time.



We will continue to incur higher professional expenses in order to comply with our ongoing goal of becoming a public company.  Professional fees decreased from $7879 for the six months ended March 31, 2003 to $5988 for the six months ended March 31, 2004.  Consulting expenses decreased from $12,726 in the six months ended March 31, 2003 to $4,625 for the six months ended March 31, 2004.  This was reflective of the fact that treasury funds became more scarce over the recent period.



We are engaged in business for profit, but cannot predict future profitability.  We currently have two part time contractors.



LIQUIDITY AND CAPITAL RESOURCES



We had cash of $8,037 as of March 31, 2004.  We anticipate that we will operate at a loss for the foreseeable future. We hope to expand our team as soon as possible but there is no indication that this is inevitable.  Our management is currently providing capital through debt financing. Further initiatives are planned when we are better able to finance ourselves in a better capital raising environment.  We have no agreements for additional financing and we can provide no assurance that additional funding will be available to us on acceptable terms in order to enable us to complete any plan of operations.



We have limited assets and will require significant capital to complete any future research and development programs.  We do not know the specific financial requirements of the projects, products or ventures in which we may eventually participate, and therefore do not know what our exact capital needs will be.  In addition, we may incur substantial costs in connection with any research and/or negotiations for business opportunities, which may deplete our assets.



Item 3.

Controls and Procedures



(a)

Evaluation of disclosure controls and procedures. Based on the evaluation of the Company's disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934) as of a date within 90 days of the filing date of this Quarterly Report on Form 10-QSB, our principal executive officer and principal financial officer has concluded that our disclosure controls and procedures are designed to ensure that the information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and are operating in an effective manner.



(b)

Changes in internal controls. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their most recent evaluation.



PART II  OTHER INFORMATION



Item 1.

Legal Proceedings



None



Item 2.

Changes in Securities and Use of Proceeds



None



Item 3.

Defaults Upon Senior Securities:



None



Item 4.

Submission of Matters to a Vote of Security Holders:



None



Item 5.

Other Information:



None



Item 6.

Exhibits and Reports on Form 8-K.



(a)  Exhibits



31.1

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 Or 15d-14 of the Securities Exchange Act of 1934,as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



32.1

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



(b)

Reports on Form 8-K:  None

#





SIGNATURES



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



Dated: May 10, 2004





VG Tech, Inc.







By:

/s/ Steve Livingston

Steve Livingston, President

(Principal Executive Officer,

Principal Financial Officer, and





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Exhibit 31.1



CERTIFICATION OF THE CHIEF FINANCIAL OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, Steve Livingston, certify that:



1.

I have reviewed this quarterly report on Form 10-QSB of V G Tech, Inc.;



2.

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



3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;



4.

The registrants other certifying officers and I are 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 us by others within those entities, particularly during the period in which this quarterly report is being prepared;



b)

evaluated the effectiveness of the registrant's disclosure controls and procedures 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 our evaluation as of the Evaluation Date;



5.

The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's 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



6.

The registrants other certifying officers and 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 our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



Date:  May 10, 2004



/s/ Steve Livingston

Steve Livingston, President

Principal Executive Officer,

Principal Financial Officer



#





Exhibit 32.1



CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



I, Steve Livingston, President and Principal Executive Officer and Principal Financial Officer of V G Tech, Inc. certify that:



1.

I have reviewed this quarterly report on Form 10-QSB of V G Tech, 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; and



3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.



Date:  May 10, 2004





By:

/s/Steve Livingston

Steve Livingston

President and Principal

Executive Officer and

Principal Financial Officer





#