UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB

(Mark One)

XX                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
--
                  OF THE SECURITIES AND EXCHANGE ACT OF 1934
                  For the quarterly period ended March 31, 2004
                                       OR
                  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES AND EXCHANGE ACT OF 1934

                         Commission File Number 0-22291


                     COMMODORE SEPARATION TECHNOLOGIES, INC.
                     ---------------------------------------
             (Exact name of Registrant as specified in its charter)


         DELAWARE                                           11-3299195
         --------                                           ----------
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                                 Number)

         150 East 58th Street, Suite 3238                     10155
         --------------------------------                     -----
               New York, New York                           (Zip Code)
               ------------------
      (Address of Principal Executive Offices)


        Registrant's telephone number, including area code (212) 308-5800
                                                           --------------


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the preceding 12 months (or such shorter  period that the registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. YES    X         NO
                                       ----------       ---------

     Number of  shares  of common  stock  outstanding  at May 11,  2004  (latest
practicable date):

                       Issued and Outstanding: 11,732,640
                                               ----------

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1:  Financial Statements

                     COMMODORE SEPARATION TECHNOLOGIES, INC.

                        UNAUDITED CONDENSED BALANCE SHEET

                  (Dollars in Thousands, Except Per Share Data)

                                                                      March 31,
                                                                        2004
                                                                     -----------
ASSETS

Cash and cash equivalents                                            $        1
                                                                     -----------

          TOTAL ASSETS                                               $        1
                                                                     ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
  Accounts payable                                                   $      282
  Accrued expenses                                                          134
  Deposits                                                                   53
  Due to related parties                                                  1,280
  Accrued dividends                                                       3,284
                                                                     -----------

          TOTAL CURRENT LIABILITIES                                       5,033

Commitments and contingencies

Stockholders' Deficit:
  Preferred stock, Series A, $.001 par value, 10%
    cumulative, 5,000,000 shares authorized,
    518,600 issued and outstanding                                            1
  Preferred stock, Series B, $.001 par value,
    6% cumulative, 4,000 shares authorized,
    3,570 shares issued and outstanding                                       -
  Common stock, par value $.001 per share,
    50,000,000 shares authorized, 11,732,640
    shares issued and outstanding                                            12
  Additional paid in capital                                              8,435
  Deficit accumulated during development
    stage                                                               (13,480)
                                                                     -----------

          TOTAL STOCKHOLDERS' DEFICIT                                    (5,032)
                                                                     -----------
          TOTAL LIABILITIES AND
          STOCKHOLDERS' DEFICIT                                      $        1
                                                                     ===========


                  See notes to condensed financial statements.


                                       2
<PAGE>

                     COMMODORE SEPARATION TECHNOLOGIES, INC.

                  UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

                  (Dollars in Thousands, Except Per Share Data)

                                                                    Cumulative
                                                                   Amounts From
                                                                   Nov. 15, 1995
                                            Three months ended        (Date of
                                                 March 31,        Inception) to
                                             2004      2003       March 31, 2004
                                           --------   -------     --------------

CONTRACT REVENUES                          $      -   $     -      $        403

COSTS AND EXPENSES
  Cost of sales                                   -         -               648
  Research and development                        -         -             3,603
  General and administrative                      2         9             4,543
  Impairment of inventory                         -         -               519
  Impairment of property and equipment            -         -               513
  Impairment of intangible assets                 -         -               175
  Depreciation and amortization                   -         -             1,402
  Corporate overhead expenses                     -         -             2,145
  Sales and marketing                             -         -               728
  Licensing fees                                  -         -                50
                                           --------   -------      -------------

          Total costs and expenses                2         9            14,326
                                           --------   -------      -------------
                                                 (2)       (9)          (13,923)

Other income                                      -         -                27
Interest income                                   -         -               430
Interest expense                                  -         -               (14)
                                           --------   -------      -------------

NET LOSS BEFORE INCOME TAXES                     (2)       (9)          (13,480)

INCOME TAXES                                      -         -                 -
                                           --------   -------      -------------

NET LOSS                                   $     (2)  $    (9)     $    (13,480)
                                           ========   =======      =============

Dividends on Series A and B
  Preferred Stock                              (135)     (135)
                                           --------   -------

Net loss applicable to common
  shareholders                             $   (137)  $  (144)
                                           ========   =======

NET LOSS PER SHARE - basic and
  diluted  (Based on weighted
  average shares of 11,733,000)*           $      -   $     -


     * Common  stock  equivalents  are not  included  in the net loss per  share
calculation since they are antidilutive.

                  See notes to condensed financial statements.


                                       3
<PAGE>
                     COMMODORE SEPARATION TECHNOLOGIES, INC.

                  UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

                  (Dollars in Thousands, Except Per Share Data)

                                                                    Cumulative
                                                                   Amounts From
                                                                   Nov. 15, 1995
                                            Three months ended        (Date of
                                                 March 31,        Inception) to
                                             2004      2003       March 31, 2004
                                           --------   -------     --------------

OPERATING ACTIVITIES
  Net (loss)                               $     (2)  $    (9)     $    (13,480)
  Adjustments to reconcile net loss to
   net cash used in operating activities:
    Inventory impairment                          -         -               519
    Impairment of intangibles                     -         -               175
    Property and equipment impairment             -         -               513
    Depreciation and amortization                 -         -             1,402
    Issuance of Common Stock for services         -         -                35
    Gain on troubled debt restructuring           -         -               214
     Changes in assets and liabilities:
        Inventory, net                            -         -              (519)
        Accounts payable                          2         -               282
        Accrued liabilities                       -         -               134
        Deposits                                  -         -                53
                                           --------   -------      -------------
          NET CASH USED IN
          OPERATING ACTIVITIES                    -        (9)          (10,672)

INVESTING ACTIVITIES
  Acquisition of intangible assets                -         -              (213)
  Purchase of property and equipment              -         -              (403)
  Acquisition of leasehold improvements           -         -              (210)
  Construction of technical equipment             -         -            (1,491)
                                           --------   -------      -------------
          NET CASH USED IN
          INVESTING ACTIVITIES                    -         -            (2,317)

FINANCING ACTIVITIES
  Borrowings from stockholder                     -        10             2,626
  Proceeds from sale of common stock
     and warrants                                 -         -             6,109
  Proceeds from sale of preferred stock
           and warrants                           -         -             4,978
  Preferred stock dividends                       -         -              (738)
  Collection of subscription receivable           -         -                15
                                           --------   -------      -------------
          NET CASH PROVIDED BY FINANCING
          ACTIVITIES                              -        10            12,990

INCREASE IN CASH                                  -         1                 1
  Cash at beginning of period                     1         1                 -
                                           --------   -------      -------------
CASH AT END OF PERIOD                      $      1   $     2      $          1
                                           ========   =======      =============

                  See notes to condensed financial statements.


                                       4
<PAGE>

                     COMMODORE SEPARATION TECHNOLOGIES, INC.

               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

                                 March 31, 2004

Note A - Basis of Presentation

     The accompanying  unaudited  condensed  financial  statements for Commodore
Separation  Technologies,  Inc. (the "Company") have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and with the  instructions  to Form  10-QSB and  Regulation  SB.  The  financial
statement  information was derived from unaudited  financial  statements  unless
indicated otherwise. Accordingly, they do not include all of the information and
footnotes  required by accounting  principles  generally  accepted in the United
States of America for complete financial statements.

     In the  opinion  of  management,  all  adjustments  (consisting  of  normal
recurring  accruals)  considered  necessary  for a fair  presentation  have been
included.  Operating results for the three month period ended March 31, 2004 are
not  necessarily  indicative  of the results  that may be expected  for the year
ended December 31, 2004.

     The accompanying  unaudited  condensed  consolidated  financial  statements
should be read in conjunction with the Company's  audited  financial  statements
included in the Company's 10-KSB annual report dated December 31, 2003.

Note B - Contingencies

     The Company has a matter of possible  litigation arising out of the Port of
Baltimore contract.  It is not known what amount, if any that the Company may be
required to pay. The financial statements reflect $53,000 as a liability related
to the contract. It is not known if any additional amounts will be incurred.

Note C - Going Concern

     The  accompanying   financial  statements  have  been  prepared  under  the
assumption  that the Company will continue as a going concern.  Such  assumption
contemplates  the  realization of assets and the  satisfaction of liabilities in
the normal course of business. As shown in the financial statements, the Company
has a working capital  deficit,  a deficit in equity,  has incurred  substantial
losses from operations and has not generated cash from operating activities. The
Company has not ever had significant revenue from operations and has not had any
operating  activities during the past two fiscal years.  Presently,  the Company
does not have sufficient cash resources to meet its  requirements in 2004 or the
necessary  working  capital  to  develop  profitable  operations  from using its
patented  technology.  The financial  statements do not include any  adjustments
that might be  necessary  should the  Company be unable to  continue  as a going
concern.

                                       5
<PAGE>

     The Company's continuation as a going concern is dependent upon its ability
to obtain  additional  financing as may be required,  and  ultimately  to attain
profitability.  Potential sources of cash include new contracts, the issuance of
external debt,  the sale of new shares of Company stock or  alternative  methods
such as mergers or sale transactions.  No assurances can be given, however, that
the Company will be able to obtain any of these potential sources of cash.

Note D - Net Loss Per Common Share

     Basic net loss per common  share  ("Basic  EPS")  excludes  dilution and is
computed by dividing net loss available to common  shareholders  by the weighted
average number of common shares outstanding during the period.  Diluted net loss
per common share  ("Diluted  EPS")  reflects the  potential  dilution that could
occur if stock options or other  contracts to issue common stock were  exercised
or converted into common stock.  The  computation of Diluted EPS does not assume
exercise or conversion of securities that would have an anti-dilutive  effect on
net loss per common share.

     Options and warrants to purchase 823,750 shares of common stock as of March
31, 2004 and March 31, 2003 were not included in the computation of Diluted EPS.
The inclusion of the options would have been  anti-dilutive,  thereby decreasing
net loss per common share.

Note E - Stock-Based Compensation

     The Company accounts for stock-based compensation under the recognition and
measurement  principles  of APB Opinion  No.25,  Accounting  for Stock Issued to
Employees,  and Related  Interpretations.  No stock-based employee  compensation
cost is  reflected  in the net  income  (loss),  as all  options  vested  had an
exercise  price  equal to or  greater  than the market  value of the  underlying
common stock on the date of grant.  No options were issued or vested  during the
quarters  ended March 31, 2004 or March 31, 2003,  therefore,  there would be no
effect on the net income and  earnings  per share if the Company had applied the
fair value  recognition  provisions of FASB  Statement No. 123,  Accounting  for
Stock-Based Compensation, to stock-based employee compensation.

Note F - Supplemental Disclosure of Cash Flow Information

     During  the three  months  ended  March 31,  2004 and March 31,  2003,  the
Company  accrued  $135,000  and  $135,000 of preferred  stock  dividends,  which
increased accrued dividends and decreased additional paid in capital.

ITEM 2.  Management's Discussion and Analysis of Financial Condition and Plan of
         -----------------------------------------------------------------------
         Operation
         ---------

General
-------

     The Company,  organized in November 1995, had since its inception developed
a strategic  operating  plan,  hired  personnel to implement its operating plan,
engineered and built  commercial  scale  supported  liquid  membrane  processing
units,  conducted on-site  demonstrations for potential  customers and commenced
operations at its first installations.

                                       6
<PAGE>

     During the period from  November 15, 1995 (date of  inception) to March 31,
2004, the Company has incurred a net loss of $13,480,000 and anticipates that it
may continue to incur losses for the foreseeable  future.  The Company currently
has no ongoing operations since December 31, 2001.

     The Company had developed a limited operating history with the commencement
of its first  commercial  contracts.  In April 2000, the Company was notified by
Maryland  Environmental  Services  ("MES")  requesting  the  removal of the SLiM
equipment from the Port of Baltimore  Dundalk Marine  Terminal and Hawkins Point
facilities.  MES cited the fact that the Company had removed  Chromium VI as per
the  requirements  in the  contract,  however  there  remained  trace amounts of
Chromium III in the leachate which resulted in the total chromium concentrations
to exceed contract specified  amounts.  The Company had made several attempts to
remove  the trace  amounts  of  Chromium  III,  including  the use of  alternate
technologies, however was unable to satisfy MES requirements. It should be noted
that the  original  samples  tested  from  the  leachate  solution  did not have
Chromium III present and therefore  this problem was not foreseen.  As a result,
the  Company  has  withdrawn  its  equipment  from  the  Port of  Baltimore  and
transferred it, along with its inventory,  to a storage facility in Albuquerque,
New Mexico. All equipment was disposed of in 2003.

Plan of Operation
-----------------

     Without any operating  business or material assets, the Company will remain
inactive until such time management  identifies strategic  opportunities,  finds
additional  funding,  or completes an acquisition of or merger with an operating
company.  No assurances can be given as to the Company's ability to identify and
complete a transaction  by any given date or as to the nature of the business or
profitability of the Company if a transaction is completed.

Liquidity and Capital Resources
-------------------------------

     The Company has a working  capital  deficit of $5,032,000 on March 31, 2004
as compared to a working capital deficit of $4,895,000 at December 31, 2003. The
decrease in working  capital is attributable to the net loss incurred during the
first quarter of 2004 and accrued dividends.

     The Company  continues  to be  dependent  upon  financing  through  outside
sources.  There can be no assurance that such financing will be available or, if
available,  that it will be on terms  satisfactory to the Company.  In the event
such external financing is not available on terms acceptable to the Company, the
Company may be able to obtain interim  financing  from  Commodore  Environmental
Services, Inc.  ("Environmental") which owns 85% of the Company. There can be no
assurances,  however, that the Company will be able to obtain any financing from
Environmental.

Net Operating Losses
--------------------

     At March 31, 2004, the Company had tax loss  carryforwards of approximately
$12,302,000.  The amount of and  ultimate  realization  of benefit  from the net
operating loss for income tax purposes is dependant,  in part, upon the tax laws
in effect,  future earnings of the Company, and other future events, the effects
of which cannot be  determined.  A change in ownership of the Company may reduce
the amount of loss allowable.  These net operating carryforwards begin to expire
in  2011.  A full  valuation  allowance  has  been  established  because  of the
uncertainty  about whether the Company will realize the benefit of net operating
losses.

                                       7
<PAGE>

Forward-Looking Statements
--------------------------

     Certain  matters  discussed in this Quarterly  Report are  "forward-looking
statements" intended to qualify for the safe harbors from liability  established
by Section 27A of the Securities Act and Section 21E of the Securities  Exchange
Act of 1934, as amended (the "Exchange Act"). These  forward-looking  statements
can generally be  identified  as such because the context of the statement  will
include words such as the Company "believes,"  "anticipates," "expects" or words
of similar  import.  Similarly,  statements  that describe the Company's  future
plans, objectives or goals are also forward-looking  statements. Such statements
may address  future  events and  conditions  concerning,  among other things the
Company's  results of operations and financial  condition;  the  consummation of
acquisition and financing  transactions  and the effect thereof on the Company's
business;  capital  expenditures;   litigation;   regulatory  matters;  and  the
Company's  plans and objective for future  operations  and  expansion.  Any such
forward-looking  statements would be subject to the risks and uncertainties that
could cause actual results of  operations,  financial  condition,  acquisitions,
financing transactions,  operations, expenditures, expansion and other events to
differ  materially  from those  expressed  or  implied  in such  forward-looking
statements.  Any such forward-looking statements would be subject to a number of
assumptions  regarding,  among other things,  future  economic,  competitive and
market  conditions  generally.  Such  assumptions  would be  based on facts  and
conditions  as they  exist  at the  time  such  statements  are  made as well as
predictions as to future facts and conditions,  the accurate prediction of which
may be  difficult  and involve the  assessment  of events  beyond the  Company's
control.  Furthermore,  the  Company's  business is subject to a number of risks
that  would  affect  any  such  forward-looking  statements.   These  risks  and
uncertainties  include,  but are not  limited  to, the ability of the Company to
commercialize its technology;  product demand and industry pricing;  the ability
of the Company to  commercialize  its  technology;  product  demand and industry
pricing;  the  ability  of the  Company  to  obtain  patent  protection  for its
technology;  developments  in  environmental  legislation  and  regulation;  the
ability of the Company to obtain future  financing on favorable terms; and other
circumstances   affecting   anticipated  revenue  and  costs.  These  risks  and
uncertainties  could cause  actual  results of the Company to differ  materially
from those projected or implied by such forward-looking statements.

ITEM 3.  Controls and Procedures
         -----------------------

         1. Evaluation of disclosure controls and procedures.

                                       8
<PAGE>

     Paul  Hannesson  who serves as Commodore  Separation  Technologies,  Inc.'s
Chief  Executive  Officer and Andrew P. Oddi who serves as Commodore  Separation
Technologies, Inc.'s Chief Financial Officer, after evaluating the effectiveness
of Commodore  Separation  Technologies,  Inc.'s internal controls and procedures
(as defined in Exchange Act Rules  13a-15(e)  and 15d-15(e) as of March 31, 2004
(the  Evaluation  Date)  concluded  that as of the  Evaluation  Date,  Commodore
Separation Technologies, Inc.'s disclosure controls and procedures were adequate
and  effective  to  ensure  that  material  information  relating  to  Commodore
Separation Technologies, Inc. would be made known to them by others within those
entities,  particularly  during the period in which  this  quarterly  report was
being prepared.

     2. Changes in internal controls.

     There were no  significant  changes in Commodore  Separation  Technologies,
Inc.'s  internal  controls or in other factors that could  significantly  affect
Commodore  Separation  Technologies,  Inc.'s disclosure  controls and procedures
subsequent to the Evaluation Date, nor any significant  deficiencies or material
weaknesses  in such  disclosure  controls and  procedures  requiring  corrective
actions. As a result, no corrective actions were taken.


                           PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings
        -----------------

     There have been no  material  legal  proceedings  to which the Company is a
party which have not been disclosed in previous  filings with the Securities and
Exchange  Commission.  There are no material  developments to be reported in any
previously reported legal proceeding.

ITEM 6. Exhibits and Reports on Form 8-K

     (a) Exhibits -

           Exhibit 31.1 - Certification Pursuant to
           Section 302 of the Sarbanes - Oxley Act of
           2002.

           Exhibit 31.2 - Certification Pursuant to
           Section 302 of the Sarbanes - Oxley Act of
           2002.

           Exhibit 32 - Certification 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

                                       9
<PAGE>

                                   SIGNATURES


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




                                         COMMODORE SEPARATION TECHNOLOGIES, INC.
                                         (Registrant)



                                         By  /s/  Andrew P. Oddi
                                           ------------------------------------
                                           Andrew P. Oddi - Vice President

                                           (As both a duly authorized
                                           Officer of the Registrant
                                           and the Chief Accounting
                                           Officer of the Registrant)


Date:   May 14, 2004