UNITED STATES

SECURITIES AND EXCHANGE COMMISSION



WASHINGTON, D.C. 20549



FORM 10-QSB



QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15 9d)

OF
THE SECURITIES EXCHANGE ACT OF 1934



|For the quarter ended June 30, 2004 | Commission file number 000-33109
|----------------------------------- | --------------------------------



ENTREMETRIX CORPORATION



|Nevada                          | 81-0444479                         
|------------------------------- | -----------------------------------
|(State or other jurisdiction of | (I.R.S. Employer
Identification No)
|incorporation or organization) 



18101 Von Karman Avenue, Suite 330

Irvine, California 92612

(Address of Principal Executive Offices)



(888) 798-8100

(Registrant's telephone number)



Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for 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 ____



As of June 30, 2004, the number of shares outstanding of the
registrant's only class of common stock was 29,590,575.



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





EntreMetrix Corporation

Table of Contents

PART I - FINANCIAL INFORMATION



|Item 1 | Consolidated Financial Statements                                                                          
|------ | -----------------------------------------------------------------------------------------------------------
|      
|       | Consolidated Balance Sheet as of June 30, 2004 (unaudited)                                                 
|      
|       | Consolidated Statements of Operations for the Three and Six Months ended June 30, 2004 and 2003
(unaudited)
|      
|       | Consolidated Statements of Cash Flows for the Three and Six Months ended June 30, 2004 and 2003
(unaudited)
|      
|       | Notes to Consolidated Financial Statements (unaudited)                                                     
|      
|Item 2 | Management's Discussion and Analysis of
      Financial Condition and Results of Operations                
|      
|Item 3 | Controls and Procedures                                                                                    



PART II - OTHER INFORMATION



|Item 1            | Legal Proceedings                                         | 17
|----------------- | --------------------------------------------------------- | --
|                 
|Item 2            | Changes in Securities                                     | 17
|                 
|Item 3            | Defaults Upon Senior Securities                           | 17
|                 
|Item 4            | Submission of Matters to a Vote of Security
      Holders | 17
|                 
|Item 5            | Other Information                                         | 17
|                 
|Item 6            | Exhibits and Reports on Form 8-K                          | 18
|                 
|Signatures        |                                                           | 19
|                 
|Index to Exhibits |                                                           | 20
|                 
|Certifications    |                                                           | 21



Except as otherwise noted in this report, "EntreMetrix," the
"Company," "we," "us" and "our"
collectively refer to EntreMetrix Corporation and its wholly-owned subsidiaries.





PART I

ITEM 1.    
FINANCIAL STATEMENTS



ENTREMETRIX, INC. (FKA MISSOURI RIVER AND GOLD GEM CORP.)

CONSOLIDATED BALANCE SHEET (UNAUDITED)

JUNE 30, 2004



|ASSETS                                                            
|------------------------------------------------------------------
|Current Assets                                                    
|Cash                                                              
|Other Receivable                                                  
|Prepaid Expense                                                   
|Refundable Deposits                                               
|Total Current Assets                                              
|                                                                  
|Property and Equipment, net of accumulated depreciation of $18,510
|                                                                  
|Other Assets                                                      
|Deposits and others                                               
|Capitalize Loan Fee, net of accumulated amortization of $802      
|                                                                  
|                                                                  
|TOTAL ASSETS                                                      
|LIABILITIES AND STOCKHOLDERS' DEFICIT                             
|Current Liabilities                                               
|Accounts Payable                                                  
|Accrued Expenses                                                  
|Deferred Revenue                                                  
|Short-Term Notes Payable                                          
|Total Current Liabilities                                         
|                                                                  
|Long-Term Liabilities                                             
|Officers' Loan                                                    
|                                                                  
|Total Liabilities                                                 
|                                                                  
|Stockholders' Deficit                                             
|Preferred stock; $0.001 par value; 10,000,000 shares authorized;  
|none issued and outstanding                                       
|Common stock, $0.001 par value; 300,000,000 shares authorized;    
|29,590,575 shares issued and outstanding                          
|Paid in Capital                                                   
|Deferred consulting expenses                                      
|Accumulated Deficit                                               
|                                                                  
|                                                                  
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                       
|                                                                  



See
note to interim unaudited consolidated financial statements





ENTREMETRIX
COPRORATION (FKA MISSOURI RIVER AND GOLD GEM CORP.)

CONSOLIDATED
STATEMENTS OF OPERATIONS (UNAUDITED)



|                                              | For three months ended              |                                  | For six months ended
|--------------------------------------------- | ----------------------------------- | -------------------------------- | --------------------
|                                              | June 30,                            |                                  | June 30,            
|                                              | 2004                                | 2003                             |                     
|Revenues                                      | $             
      2,723,161      | $             
      1,502,469   |                     
|                                              |                                     |                                  |                     
|Cost of Revenues                              | 2,337,740                           | 1,446,957                        |                     
|                                              |                                     |                                  |                     
|Gross Profit                                  | 385,421                             | 55,512                           |                     
|                                              |                                     |                                  |                     
|Selling, general and administrative expenses  | 266,342                             | 160,524                          |                     
|                                              |                                     |                                  |                     
|Operating income (loss)                       | 119,079                             | (105,012)                        |                     
|                                              |                                     |                                  |                     
|Other income (expenses):                      |                                     |                                  |                     
|Interest and other income                     | 5                                   | -                                |                     
|Interest expense                              | (14,647)                            | (3,411)                          |                     
|Total other income (expenses)                 | (14,642)                            | (3,411)                          |                     
|                                              |                                     |                                  |                     
|Net income (loss) before income taxes         | 104,437                             | (108,423)                        |                     
|                                              |                                     |                                  |                     
|Provision for taxes                           | -                                   | 800                              |                     
|                                              |                                     |                                  |                     
|Net income (loss)                             | $                
      104,437     | $           
      (109,223)     |                     
|                                              |                                     |                                  |                     
|Net income (loss) per share-basic and diluted | $                       
      0.00 | $                  
      (0.02) |                     
|                                              |                                     |                                  |                     
|Weighted Average Number of Shares             | 29,590,575                          | 4,938,115                        |                     



See
notes to interim unaudited consolidated financial statements





ENTREMETRIX
CORPORATION (FKA MISSOURI RIVER AND GOLD GEM CORP.)

CONSOLIDATED
STATEMENTS OF CASH FLOWS (UNAUDTED)



|For the six months ended June 30,                                 |  | 2004                                    |  | 2003                                   
|----------------------------------------------------------------- |  | --------------------------------------- |  | ---------------------------------------
|CASH FLOW FROM OPERATING ACTIVITIES                               |  |                                         |  |                                        
|Net income (loss)                                                 |  | $                          
      6,142 |  | $               
      (176,851)       
|Adjustments to reoncile net income (loss) to net cash provided by |  |                                         |  |                                        
|(used in) operating activities:                                   |  |                                         |  |                                        
|Depreciation and Amortization                                     |  | 5,444                                   |  | 4,651                                  
|(Increase) Decrease in:                                           |  |                                         |  |                                        
|Accounts Receivable                                               |  | 50,153                                  |  | 11,281                                 
|Other Receivable                                                  |  | 14,295                                  |  | (15,550)                               
|Prepaid Expenses                                                  |  | (917)                                   |  | 31,178                                 
|Deposits                                                          |  | (12,725)                                |  | (5,175)                                
|Increase (Decrease) in:                                           |  |                                         |  |                                        
|Accounts Payable and Accrued Expenses                             |  | (32,528)                                |  | 141,594                                
|Deferred Revenue                                                  |  | 61,325                                  |  | (7,136)                                
|Net cash flows provided by (used in) operating activities         |  | 91,189                                  |  | (16,009)                               
|                                                                  |  |                                         |  |                                        
|CASH FLOW FROM INVESTING ACTIVITIES                               |  |                                         |  |                                        
|Purchase of Property and Equipment                                |  | -                                       |  | (47,106)                               
|Cash increase due to reverse acquistion by Entremetrix            |  | 19,171                                  |  | -                                      
|Net cash flows provided by (used in) investing activities         |  | 19,171                                  |  | (47,106)                               
|                                                                  |  |                                         |  |                                        
|CASH FLOW FROM FINANCING ACTIVITIES                               |  |                                         |  |                                        
|Proceeds from Officers' Loan                                      |  | 4,083                                   |  | 8,335                                  
|Net cash flows provided by financing activities                   |  | 4,083                                   |  | 8,335                                  
|                                                                  |  |                                         |  |                                        
|NET INCREASE (DECREASE) IN CASH                                   |  | 114,443                                 |  | (54,780)                               
|                                                                  |  |                                         |  |                                        
|CASH AT BEGINNING OF PERIOD                                       |  | 60,188                                  |  | 106,283                                
|                                                                  |  |                                         |  |                                        
|CASH AT END OF PERIOD                                             |  | $                     
      174,631    |  | $                    
      51,503     
|                                                                  |  |                                         |  |                                        
|Supplemental Disclosure of Cash Flow Information:                 |  |                                         |  |                                        
|Interest Paid                                                     |  | $                         
      9,568  |  | $                      
      3,411    
|                                                                  |  |                                         |  |                                        
|Noncash Investing and Financing Activities:                       |  |                                         |  |                                        
|Issuance of common shares for deferred consulting services        |  | $                 
      1,470,000      |  | $                              
      -
|                                                                  |  |                                         |  |                                        



See
notes to interim unaudited consolidated financial statements





NOTE 1
- NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Nature of Business   EntreMetrix Corporation, ("EntreMetrix," now
known as EnStruxis, Inc.) was incorporated in the state of Nevada on July 17,
2002. EntreMetrix was established to provide human resource management services
including payroll processing, workers compensation and payroll tax filings for
small to medium size business. The service is a BPO (Business Process
Outsourcing).



On February 25, 2004, Entremetrix entered into a Stock
Purchase Agreement with Missouri River and Gold Germ Corp ("MRGG"). It
is agreed that MRGG will issue to the owner of EntreMetrix 19,752,460 shares of
common stock of MRGG in exchange of 100% of the registered and fully paid up
capital of EntreMetrix. The closing date of this exchange transaction was March
8, 2004.



As a result of the acquisition, the former owner of
EntreMetrix holds a majority interest (80%) in the combined entity ("the
Company"). Generally accepted accounting principles require in certain
circumstances that a company whose stockholders retain the majority voting
interest in the combined business to be treated as the acquirer for financial
reporting purposes. Accordingly, the acquisition has been accounted for as a
"reverse acquisition" whereby EntreMetrix is deemed to have purchased
MRGG. However, MRGG remains the legal entity and the Registrant for Securities
and Exchange Commission reporting purposes. The historical financial statements
prior to March 8, 2004 are those of EntreMetrix. All shares and per share data
prior to the acquisition have been restated to reflect the stock issuance as a
recapitalization of EntreMetrix. After the acquisition, the Company changed its
name to EntreMetrix Corporation.



NOTE 2
- BASIS OF PRESENTATION



The accompanying consolidated financial statement as of June
30, 2004 and for the three and six months ended June 30, 2004 and 2003 have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in consolidated financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. However, the Company believes
that the disclosures are adequate to make the information presented not
misleading. These consolidated financial statements should be read in
conjunction with the financial statements and the notes there to included in
EntreMetrix audited annual financial statements for the year ended December 31,
2003



In the opinion of Management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flows as of June 30, 2004 and for the
three months and six months ended June 30, 2004 and 2003 have been made. The
results of operations for the three months and six ended June 30, 2004 and 2003
are not necessarily indicative of the operating results for the full year.



NOTE 3
- ACQUISITION



Pursuant to terms of a Stock Purchase Agreement dated
February 25, 2004, the Company purchased all of the issued common shares of
EntreMetrix in consideration for the issuance of 19,752,460 shares to the
shareholder of EntreMetrix.



The acquisition is a reverse takeover transaction whereby EntreMetrix is identified as the acquirer (accounting parent) of EntreMetrix
Corporation. The purchase price of EntreMetrix Corporation is assumed to be
equal to its book value and no goodwill is recorded on the transaction. The
amount ascribed to the shares issued to the shareholder of EntreMetrix
represents the net book value of EntreMetrix Corporation at date of closing
March 8, 2004.





NOTE 3
- ACQUISITION (continued)



Details of the net liabilities acquired at book value at the
acquisition dates are as follows:



|Current assets            | $ 19,171
|------------------------- | --------
|Less: Current liabilities | -       
|                         
|                          | $ 19.171



Supplemental Information for EntreMetrix Inc. (Formerly known
as Missouri River and Gold Gem Corp):



Summary Balance Sheets



|               | March 8, 2004                             |  | December 31, 2003                         
|-------------- | ----------------------------------------- |  | ------------------------------------------
|Current assets | $                          
      19,171  |  | $                            
      33,316
|Liabilities    | -                                         |  | -                                         
|               |                                           |  |                                           
|Net Assets     | $                           
      19,171 |  | $                            
      33,316
|               |                                           |  |                                           





Stockholders' Equity



|Stockholders' Equity:                                                                                        | March 8, 2004                                  |  | December 31, 2003                                     
|------------------------------------------------------------------------------------------------------------ | ---------------------------------------------- |  | ------------------------------------------------------
|Preferred stock, $0.001 par value; 100,000,000 shares authorized; none
      issued and outstanding          | $                                     
      - |  | $                                             
      -
|                                                                                                             |                                                |  |                                                       
|Common stock, $0.001 par value; 300,000,000 shares authorized;
      4,962,869 shares issued and outstanding | 4,938                                          |  | 4,938                                                 
|                                                                                                             |                                                |  |                                                       
|Additional paid-in capital                                                                                   | 634,833                                        |  | 634,833                                               
|Accumulated deficit                                                                                          | (64,200)                                       |  | (610,055)                                             
|                                                                                                             |                                                |  |                                                       
|Total stockholders' equity                                                                                   | $                           
      575,571     |  | $                                   
      29,716     
|                                                                                                             |                                                |  |                                                       



Summary Statements of Operations



|                                    | For the Period ended                              |  | For the Year Ended                            
|----------------------------------- | ------------------------------------------------- |  | ----------------------------------------------
|                                    | March 8, 2004                                     |  | December 31, 2003                             
|Revenue                             | $                                        
      - |  | $                                     
      -
|General and administrative expenses | 14,145                                            |  | 15,259                                        
|                                    |                                                   |  |                                               
|Net Loss for the Period             | $                            
      (14,145)      |  | $                         
      (15,259)     
|                                    |                                                   |  |                                               







NOTE 4
- CONCENTRATION OF CREDIT RISK







NOTE 5
-  MAJOR CUSTOMERS



The Company had two major unrelated customers, which
represented 10% or more of total revenues of the Company for the period ended
June 30, 2004 and 2003. Revenues from the major customers for the three months
ended June 30, 2004 and 2003 were $1,059,329 and $905,563 or 39.74% and 60.42%
of total revenue, respectively. Revenues from the major customers for the six
months ended June 30, 2004 and 2003 were $1,544,156 and 1,882,621 or 34% and 62%
of total revenue, respectively.



NOTE 6
- ACCRUED EXPENSES



Accrued expenses at June 30, 2004 consist of:





|Accrued Income Tax        |  | $                                   
      3,114
|------------------------- |  | ------------------------------------------------
|Accrued Interest Expenses |  | 14,258                                          
|Accrued Other Expenses    |  | 32,743                                          
|                          |  |                                                 
|Total                     |  | $                                 
      50,115 
|                          |  |                                                 



NOTE 7
- NET INCOME (LOSS) PER SHARE



The following table sets forth the computation of basic and
diluted earnings per share:



|                                              | Three Months ended | Six Months ended
|--------------------------------------------- | ------------------ | ----------------
|                                              | June 30,           | June 30,        
|                                              | 2004               | 2003            
|Numerator:                                    |                    |                 
|Net income (Loss)                             | $ 104,437          | $ (108,423)     
|Denominator:                                  |                    |                 
|Weighted Average Number of Shares             | 29,590,575         | 4,938,115       
|                                              |                    |                 
|Net income (loss) per share-Basic and Diluted | $ 0.00             | $ (0.02)        
|                                              |                    |                 





The Company does not have any dilutive securities as of June
30, 2004 and 2003.







NOTE 8
- GUARANTEES



The Company from time to time enters into certain types of
contracts that contingently require the Company to indemnify parties against
third-party claims. These contracts primarily relate to: (i) divestiture
agreements, under which the Company may provide customary indemnifications to
purchasers of the Company's businesses or assets; and (ii) certain agreements
with the Company's officers, directors and employees, under which the Company
may be required to indemnify such persons for liabilities arising our of their
employment relationship.



The terms of such obligations vary. Generally, a maximum
obligation is not explicitly stated. Because the obligated amounts of these
types of agreements often are not explicitly stated, the overall maximum amount
of the obligation cannot be reasonably estimated. Historically, the Company has
not been obligated to make significant payments for these obligations, and no
liabilities have been recorded for these obligations on its consolidated balance
sheet as of June 30, 2004.





NOTE 9
- SETTLEMENT OF ACCOUNTS RECEIVABLE



On March 9, 2004, EntreMetrix Corporation ("Buyer")
entered into an agreement with Velocity Holdings, Inc. ("Shareholder")
and C & M Transportation, Inc. (the "Company") to purchase
4,500,000 shares of Aberdeen Mining Company (now known as Motivnation, Inc.)
common stock to satisfy a portion of the retained liability owing to the Buyer.
The purchase price for the shares shall be the cancellation of a portion of the
retained liabilities in the amount of $30,000. The transaction was cancelled in
the second quarter. The Company did not receive any stocks. The account
receivable was fully reserved as of June 30, 2004.



NOTE 10
- DEFERRED CONSULTING SERVICES



On April 20, 2004, the Company and NeoTactix (NTX) entered
into a Business Consulting Agreement pursuant to which Neotactix agreed to
provide certain business consulting services to the Company as specified in the
Agreement. In exchange for such services, the Company agreed to issue 4,900,000
shares of the Company's common stock. The Company and NTX agree that the
compensation shares issued the Company to affiliates of NTX shall be cancelled
and returned to the Company if, prior to October 31, 2005, the Company has not
achieved at least one of the following benchmarks:

1. Gross revenues of the Company for a calendar month
      shall have reached at least of $15,000,000.
2. EBITDA of the Company for a calendar month shall
      have reached at least $500,000.
3. Total market capitalization of the Company, measured
      as the current stock price (or if there is no stock price, then the value
      determined on a going concern basis) on a particular date multiplied by
      the number of outstanding securities of the Company on a fully diluted
      basis, including all classes of shares and all classes of debt securities,
      including convertible debt securities, shall average $15,000,000 for a
      period of 30 consecutive days.

As of June 30, 2004, none of the above benchmarks has
occurred. The services, valued at $1.47 million, were deferred until the
performances commit.



NOTE 11- SUBSEQUENT EVENTS



The President and the CFO were terminated on August, 3, 2004.
The Company is planning an audit to ascertain if any irregularities exist. Some
of the records have been misappropriated by the former President.



On July 15, 2004, the Company issued a promissory note of
$75,000 to the former President. The note carries an interest rate of 16% and is
due on July 1, 2010. The Company is evaluating the validity of this note.





ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
      AND RESULTS OF OPERATIONS



Forward-looking Statements



The following discussion should be read together with the information
contained in the Consolidated Financial Statements and related Notes included in
the annual Form 10-KSB. All statements made herein, other than statements of
historical fact, which address activities, actions, goals, prospects, or new
developments that the Company expects or anticipates will occur in the future,
including such things as expansion and growth of operations and other such
matters, are forward-looking statements. These statements represent the Company's
expectations, hopes, beliefs, anticipations, commitments, intentions and
strategies regarding the future. They may be identified by the use of words or
phrases such as "believes," "expects,"
"anticipates," "should," "could be,"
"plans," "estimates," and "potential," among
others. Any one or a combination of factors could materially affect the Company's
operations and financial condition. These factors include competitive pressures,
success or failure of marketing programs, changes in pricing, creditor actions,
and conditions in the capital markets. Forward-looking statements made by the
Company are based on knowledge of the Company's business and the environment
in which the Company currently operates. Because of the factors listed above, as
well as factors beyond the Company's control, actual results may differ from
those in the forward-looking statements.



Overview



We were originally incorporated as McGinnis-Powell & Sons, Inc., under
the laws of the State of Montana on July 29, 1983. Our corporate name was
changed to "Missouri River Gold and Gem Corp." in September of 1984.
In 1985, we conducted a public offering of our common stock pursuant to a
Regulation A exemption from registration under the Securities Act of 1933.
Proceeds of the offering were used to acquire equipment and search for
commercial quantities of quality gemstones and gold along six thousand feet of
the Missouri River, which was leased from the State of Montana. No commercial
quantities of gold or gems were found.

In August 1986, we acquired 100% (100,000 shares) of the outstanding Common
Stock of American Dental Manufacturing, Inc., a California corporation, in
exchange for 2,350,492 shares of Common Stock of Missouri River Gold and Gem
Corp. Just prior to this acquisition, our shareholders approved a one for twenty
reverse stock split and changed the name of the Company to American Dental
Products Corporation. Thus, after the reverse stock split and acquisition, there
was a total of 2,938,115 shares of Common Stock outstanding. On June 12, 1990,
we changed our name to Missouri River and Gold Gem Corporation.



In June 2000, our Board of Directors decided to commence implementation of
the business purpose and to proceed with filing a Form 10-SB. Our business plan
was to locate and consummate a merger or acquisition with a private entity.



On March 8, 2004, we acquired all of the issued and outstanding common stock
of EnStruxis, Inc., a Nevada corporation, or EnStruxis, formerly known as
EntreMetrix Corporation. The transaction was completed pursuant to the terms of
a Stock Purchase Agreement dated February 25, 2004, or the Agreement, by and
among the Company and EnStruxis. As a result of the closing under the Agreement,
EnStruxis became a wholly-owned subsidiary of the Company. We intend to
continue, and expand upon, the business of EnStruxis. Upon the consummation of
the transaction, we amended our Articles of Incorporation to change our name to
EntreMetrix Corporation, the former name of EnStruxis.



We provide Business Processing Outsourcing, or BPO, services for small
businesses. Our core business involves providing employee-related administration
to small business owners, handling such operations as payrolls, benefits and
insurance, and regulatory filing, as well as overall human resources, or HR,
guidance as the client's "Administrative Employer." We also provide
financial guidance in areas of treasury management and capital formation for
small business clients. Our sales and marketing efforts are targeted towards
small business owners with fewer than 100 employees, which are dedicated to
growth but are often times hindered by operational and capital challenges. We
market ourselves directly to small business owners primarily using our sales
staff but occasionally accept inquiries from brokers or other intermediaries.







We believe our "Administrative Employer" services allow small
business owners to outsource the employee-related administrative and regulatory
duties in order to concentrate on their core business competencies and growth.
Generally, we provide our "Administrative Employer" services to our
clients on an annual contract basis. The services related to employee
administration, payroll, taxes and benefits are bundled with our fee and
invoiced to our clients each pay period. We deliver our invoice and payroll to
our clients the day before the client's "pay day". This practice
differs from the "Administrative Employer" or the payroll service
industry, which generally invoices and demands payment prior to payroll
delivery. Our practice, however, creates a collection risk from our small
business clients. To minimize this risk, we extend the "payroll float"
to clients we determined to be credit worthy, although there is no assurance
that our determination is accurate, or that our efforts to reduce such risks
would be successful. Our extension of credit to certain of our clients requires
us to demand a higher profit margin than is common to the "Administrative
Employer" industry to compensate us for this higher level of risk. This
risk of collection, from time to time, creates a working capital deficit for us,
which may materially affect our business operations and finances. For clients
who we determine are not credit worthy, we will require either payment in
advance or cash on delivery upon rendering of our services, similar to the
standard practice of the "Administrative Employer" and payroll service
industry for all clients.



Because we are a service provider, our primary operating costs and expenses
are staff and management payroll, salaries, and benefits. Our sales and general
administrative expenses aside from the foregoing include rent for office space,
computer equipment and software services and insurance. We currently have no
copyrights, trademarks or patents, but expect to pursue copyright and trademark
protection for some of our marketing programs and materials. Our business
generally is not impacted by seasonal changes.



Results of Operations



Quarter Ended June 30, 2004 Compared with Quarter Ended June 30,
2003



Revenues



We had total revenues of $2,723,161 and $1,502,469 from
our BPO business for the three month period ended June 30, 2004, and 2003
respectively. The increase in revenue of $1,220,692 was primarily a result of
continued direct sales growth.



Cost of Sales



We incurred total costs of BPO services of
$2,337,740, and $1,446,957 for the three month period ended June 30, 2004, and
2003 respectively. The increase in our cost of sales of $890,783 was primarily
attributable to the fixed costs related to the 90% increase in our customer base
during the past year. We continue to reinvest in our sales growth. We expect to
that our cost of sales as a percentage of revenue to remain high as we continue
to grow our business. Salaries and commissions paid to sales staff are a
considerable up front cost to our sales process. We typically hire and train a
sales representative or independent agent who may take many months to become
productive in selling. We take on the cost associated with bringing new sales
representatives into our sales organization with no assurance that they will
become productive to the point of recovering our up front costs or selling
beyond recovery of our up front costs to produce a return on our investment in
their efforts.



We have a number of costs of sales that are product or service specific that
are outside of our sales staffing and operational costs of sales, which include,
but are not limited to, insurance premiums and other compulsory payroll tax
items that comprise our core billing to our clients. We believe that some of
these costs (insurance premiums and rates, in particular) can moderate slightly
downward as our business grows but we have no assurance that our growth will
result in a reduction in insurance costs as part of our cost of sales.



Operating Expenses





Selling, general and administrative expenses for the three month period ended
June 30, 2004 and 2003 were $266,342 and $160,524, respectively. The increase in
expenses of $105,818 was primarily attributable to general operating costs
associated with our sales growth. We have also experienced an increase in bad
debt expense of approximately $59,000 and an increase in insurance expense of
approximately $3,600 over the prior year period. We have taken on an increase of
$39,600 in accounting and SEC legal expenses as a result of the reverse
acquisition. In addition automobile and tax expenses increased approximately
$3,900 and $2,300 respectively for the prior year. These increases were offset
in part by a decrease in professional, accounting and relocation expense of
$4,900 and $7,000 respectively, which were one time expense items.



Net Income



Our net income for the three months ended June 30, 2004 was $104,437, as
compared to a net loss of $109,223 for the comparative period in 2003. Our
increase in net income is primarily attributed to sales growth of new client and
a realignment of wages on the operations side of our business. Additionally, we
have adjusted our margins on new business to levels slightly higher whenever
possible.



Six Months Ended June 30, 2004 Compared with Six Months Ended
June 30, 2003



Revenues



We had total revenues of $4,716,162 and $3,044,888 from
our BPO business for the six month period ended June 30, 2004, and 2003
respectively. The increase in revenue of $1,671,274 was primarily due to sales
growth over the prior period.We have two major clients that represent
approximately 38% of our total revenues for the six months ended June 30, 2004.
Our dependence on these major clients means that any loss associated with these
major clients would significantly reduce our revenues and profits. We expect
that our sales to these and other new major clients will continue to contribute
significantly to our revenue composition for foreseeable future.



Cost of Sales



We incurred total costs of BPO services of
$4,258,893, and $2,935,021 for the six month period ended June 30, 2004, and
2003 respectively. The increase in our cost of sales of $1,323,872 was primarily
attributable to the fixed costs related to the approximately 90% increase in our
clientele during the past year.



Operating Expenses



Selling, general and administrative expenses for the six month period ended
June 30, 2004 and 2003 were $429,996 and $282,507, respectively. The increase in
expenses of $147,489 was primarily attributable to general operating costs
associated with the expansion of our company, including an increase of total
payroll and rent expenses of approximately $64,400 and insurance expense of
approximately $8,700 over the prior year period. Furthermore an increase of
$39,600 in accounting and SEC legal expenses carried over from the parent
company as a result of the reverse acquisition. In addition depreciation expense
and automobile expense increased approximately $3,700 and $4,600, respectively,
for the prior year. These increases were partly overset by a decrease in
expenses for professional services of approximately $20,600, which we attribute
to bringing those services in house.



Net Income



Our net income for the six months ended June 30, 2004 was $6,142, as
compared to a net loss of $176,851 for the comparative period in 2003. Our
increase in net income is primarily attributed to sales growth of new clients
and margin enhancement of existing clients. Our net income for the three months
ended June 30, 2004 was $104,437, as compared to a net loss of $109,223 for the
comparative period in 2003. We have additionally adjusted our margins on new
business to levels slightly higher whenever possible and have made adjustments
to salary related expenses in the operations side of our business.





Liquidity and Capital Resources



Historically, we have financed our operations
through cash generated from the sale of equity securities and debt financing, as
well as increased in timing of payments for accounts payable. At June 30, 2004,
we had a working capital deficit of $287,667, resulting primarily due to
negative cash flow from operating activities and our regular client payroll
cycle and its related float.



Net cash provided by operating activities was $91,189 for the second quarter
of 2004 and resulted primarily from an increase in deferred revenues of
approximately $68,500, and a decrease in accounts receivable of approximately
$39,000.



Net cash provided in investing activities was $19,171 for the second quarter
of 2004 and resulted from the accounting for our reverse acquisition of
EnStruxis, Inc.



Net cash from financing activities was $4,083 for the second quarter of 2004
and resulted from receipt of proceeds from an officer's loan.



Our liquidity is dependent on our ability to meet our obligations, to obtain
additional financing as may be required and to obtain and maintain
profitability. Our management continues to review ways in which we might reduce
operating expenses and obtain an infusion of capital through either public or
private investment in order to maintain our liquidity. These steps include
increasing operating revenues over last year through the growth of the business,
reducing costs by, among other things, bringing certain outsourced projects
in-house and making timely payments of our obligations, building our stock and
debt sources to provide additional working capital, and reviewing our
customer-base to determine the cost-effectiveness of maintaining marginal
clients or raising fees attributable to such clients. There can be no assurance
that we will be successful in executing our plans to improve operations or
obtain additional debt or equity financing.



Critical Accounting Policies and Estimates



Our discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
us to make estimates and judgments that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amount of revenues and expenses for
each period. The following represents a summary of our critical accounting
policies, defined as those policies that we believe are: (a) the most important
to the portrayal of our financial condition and results of operations, and (b)
that require management's most difficult, subjective or complex judgments,
often as a result of the need to make estimates about the effects of matters
that are inherently uncertain.



Use of estimates. The preparation of the our financial statements in
conformity with accounting principles generally accepted in the United States
requires our management to make certain estimates and assumptions that directly
affect the results of reported assets, liabilities, revenue, and expenses.
Actual results may differ from these estimates. Significant estimates include
valuation of prepaid workers compensation, allowance for doubtful accounts,
workers compensation payable and third party contractual agreements.



Revenue Recognition. We recognize revenue at the payroll date of the
customer or as services are rendered. The payroll fee is due prior to the
payroll date, but is not considered revenue until the date of the payroll. We
report gross income as the total cost of the invoice for the staffing services
rendered including gross payroll, payroll taxes, workers compensation,
administrative fees and delivery fees. Amounts received prior to the payroll
payment date are classified as deferred revenue.



Accounts Receivable. Our Management considers accounts receivable to be
fully collectible, accordingly, no allowance for doubtful accounts is required.
If amounts become uncollectible, they will be charged to operations when that
determination is made.





Cash Equivalents. For purposes of the statements of cash flows, we
consider all highly liquid debt instruments with an original maturity of three
months or less to be cash equivalents.



Fair Value of Financial Instruments. The carrying amounts of the
financial instruments have been estimated by our management to approximate fair
value.



Property and Equipment. Property and Equipment are valued at cost.
Maintenance and repair costs are charged to expenses as incurred. Depreciation
is computed on the straight-line method based on the following estimated useful
lives of the assets: 3 to 5 years for computer, software and office equipment,
and 5 to 7 years for furniture and fixtures.



Income Taxes. We utilize Statement of Financial Accounting Standards (SFAS)
No. 109, "Accounting for Income Taxes," which requires the recognition
of deferred tax assets and liabilities for the expected future tax consequences
of events that have been included in the financial statements or tax returns.
Under this method, deferred income taxes are recognized for the tax consequences
in future years of differences between the tax bases of assets and liabilities
and their financial reporting amounts at each period end based on enacted tax
laws and statutory tax rates applicable to the periods in which the differences
are expected to affect taxable income. Valuation allowances are established,
when necessary, to reduce deferred tax assets to the amount expected to be
realized. The provision for income taxes represents the tax payable for the
period and the change during the period in deferred tax assets and liabilities.



Expense Recognition. We recognize direct costs at the payroll date (at
the same time as the revenue recognition). The direct costs include gross
payroll, payroll taxes, worker's compensation and delivery fees.



Risk and Uncertainties



Ownership of our common stock involves a high degree of risk. Some of the
risks and uncertainties which may affect our revenues and operations include the
following:



Our business and prospects must be considered in light of the risks and
uncertainties to which early stage companies are exposed.



Since June of 1990, we had been a non-operating company until our acquisition
of EnStruxis, Inc. in March of 2004. Therefore, we have a limited operating
history and our business and prospects must be considered in light of the risks
and uncertainties to which early stage companies in rapidly evolving industries
such as professional employment services are exposed. We cannot provide
assurances that our business strategy will be successful or that we will
successfully address those risks and the risks described herein.



If we are unable to secure future capital, we will be unable to continue
our operations.



Our business has not been profitable in the past and it may not remain
profitable in the future. We may incur losses on a quarterly or annual basis for
a number of reasons, some within and others outside our control. The growth of
our business will require the commitment of substantial capital resources. If
funds are not available from operations, we will need additional funds. We may
seek such additional funding through public and private financing, including
debt or equity financing. Adequate funds for these purposes, whether through
financial markets or from other sources, may not be available when we need them.
Even if funds are available, the terms under which the funds are available to us
may not be acceptable to us. Insufficient funds may require us to delay, reduce
or eliminate some or all of our planned activities and operations.



To successfully execute our current strategy, we will need to improve our
working capital position. The report of our independent auditors accompanying
our financial statements for the prior quarter includes an explanatory paragraph
indicating there is a substantial doubt about the Company's ability to
continue as a going concern due to recurring losses. We plan to overcome the
circumstances that impact our ability to remain a going concern through a
combination of increased revenues and decreased costs, with interim cash flow
deficiencies being addressed through additional equity financing. We cannot
provide any assurances, however, that we will be successful in our efforts.



Our quarterly operating results are subject to significantly fluctuation and
are not necessarily indicative of future performance for any particular period.



Quarterly operating results can fluctuate significantly depending on a number
of factors, any one of which could have a material adverse effect on our results
of operations. The factors include: the timing of services announcements and
subsequent introductions of new or enhanced services by us and by our
competitors, the market acceptance of our services, changes in our prices and in
our competitors' prices, the timing of expenditures for staffing and related
support costs, the extent and success of advertising, and changes in general
economic conditions.





We may experience significant quarterly fluctuations in revenues and
operating expenses as we introduce new services, especially as we enter the BPO
business. Furthermore, quarterly results are not necessarily indicative of
future performance for any particular period.



Since our competitors have greater financial and marketing resources than we
do, we may experience a reduction in market shares and revenues.



The markets for our products and services are highly competitive and rapidly
changing. Some of our current and prospective competitors have significantly
greater financial, technical, marketing resources than we do. Our ability to
compete in our markets depends on a number of factors, some within and others
outside our control. These factors include: the frequency and success of service
introductions by us and by our competitors, the selling prices of our services
and of our competitors' services, our ability to provide quality services to
our customers and the abilities of our competitors to provide same or better
services, our marketing abilities and the marketing abilities of our
competitors, and the quality of customer support offered by us and by our
competitors.



Increases in health insurance premiums, unemployment taxes and workers'
compensation rates will have a significant effect on our future financial
performance.



Health insurance premiums, state unemployment taxes, and workers'
compensation rates are, in part, determined by our claims experience, and
comprise a significant portion of our direct costs. We employ risk management
procedures in an attempt to control claims incidence and structure our benefits
contracts to provide as much cost stability as possible. However, should we
experience a large increase in claims activity, the unemployment taxes, health
insurance premiums, or workers' compensation insurance rates we pay could
increase. Our ability to incorporate such increases into service fees to clients
is generally constrained by contractual agreements with our clients.
Consequently, we could experience a delay before such increases could be
reflected in the service fees we charge. As a result, such increases could have
a material adverse effect on our financial condition or results of operations.



We carry substantial liability for worksite employee payroll and benefits
costs.



Under our client service agreements, we become a co-employer of worksite
employees and we assume the obligations to pay the salaries, wages, and related
benefits costs and payroll taxes of such worksite employees. We assume such
obligations as a principal, not merely as an agent of the client company. Our
obligations include responsibility for (1) payment of the salaries and wages for
work performed by worksite employees, regardless of whether the client company
makes timely payment to us of the associated service fee; and (2) providing
benefits to worksite employees even if the costs incurred by us to provide such
benefits exceed the fees paid by the client company. If a client company does
not pay us, or if the costs of benefits provided to worksite employees exceed
the fees paid by a client company, our ultimate liability for worksite employee
payroll and benefits costs could have a material adverse effect on the Company's
financial condition or results of operations.



The maintenance of health and workers' compensation insurance plans that
cover worksite employees is a significant part of our business.



The current health and workers' compensation contracts are provided by
vendors with whom we have an established relationship, and on terms that we
believe to be favorable. While we believe that replacement contracts could be
secured on competitive terms without causing significant disruption to our
business, there can be no assurance in this regard.



We could fail to attract or retain key personnel, which could be detrimental
to our operations.



Our success is dependent, in part, upon our ability to attract and retain
qualified management and technical personnel. Competition for these personnel is
intense, and we will be adversely affected if it is unable to attract additional
key employees or if it loses one or more key employees. We may not be able to
retain our key personnel.





As a major employer, our operations are affected by numerous federal, state
and local laws related to labor, tax and employment matters.



By entering into a co-employer relationship with employees assigned to work
at client company locations, we assume certain obligations and responsibilities
or an employer under these laws. However, many of these laws (such as the
Employee Retirement Income Security Act ("ERISA") and federal and
state employment tax laws) do not specifically address the obligations and
responsibilities of non-traditional employers such as "Administrative
Employers"; and the definition of "employer" under these laws is
not uniform. Additionally, some of the states in which we operate have not
addressed the "Administrative Employer" relationship for purposes of
compliance with applicable state laws governing the employer/employee
relationship. If these other federal or state laws are ultimately applied to our
"Administrative Employer" relationship with our worksite employees in
a manner adverse to the Company, such an application could have a material
adverse effect on the Company's financial condition or results of operations.



Laws vary from state to state relating to the regulation of the
"Administrative Employer," but generally provide for monitoring the
fiscal responsibility of "Administrative employer" and, in some cases,
codify and clarify the co-employment relationship for unemployment, workers'
compensation, and other purposes under state law. There can be no assurance that
we will be able to satisfy licensing requirements of other applicable relations
for all states. Additionally, there can be no assurance that we will be able to
renew our licenses in all states.



We are dependent upon two major unrelated customers for a significant
percentage of our sales, and the lose of these key customers would materially
reduce our revenues.



We have two major unrelated customers, which represent approximately 34% of
our total revenues for the six month ended June 30, 2004. Our dependence on
these key customers means that the loss of these key customers or any reduction
in their work orders would materially reduce our revenues. We expect that sales
of our services to these key customers will continue to contribute materially to
our revenues in the foreseeable future. The loss of, or a significant reduction
in purchases by these key customers could harm our business, financial condition
and results of operations.



If we acquire complementary businesses, we may not be able to effectively
integrate them into our current operations, which would adversely affect our
overall financial performance.



In order to grow our business, we may acquire businesses that we believe are
complementary. We currently do not have any specific plans to do so, however. To
successfully implement this strategy, we must identify suitable acquisition
candidates, acquire these candidates on acceptable terms, integrate their
operations and technology successfully with ours, retain existing customers and
maintain the goodwill of the acquired business. We may fail in our efforts to
implement one or more of these tasks. Moreover, in pursuing acquisition
opportunities, we may compete for acquisition targets with other companies with
similar growth strategies. Some of these competitors may be larger and have
greater financial and other resources than we do. Competition for these
acquisition targets likely could also result in increased prices of acquisition
targets and a diminished pool of companies available for acquisition. Our
overall financial performance will be materially and adversely affected if we
are unable to manage internal or acquisition-based growth effectively.
Acquisitions involve a number of risks, including: integrating acquired services
and technologies in a timely manner, integrating businesses and employees with
our business, managing geographically-dispersed operations, reductions in our
reported operating results from acquisition-related charges and amortization of
goodwill, potential increases in stock compensation expense and increased
compensation expense resulting from newly-hired employees, the diversion of
management attention, the assumption of unknown liabilities, potential disputes
with the sellers of one or more acquired entities, our inability to maintain
customers or goodwill of an acquired business, the need to divest unwanted
assets or products, and the possible failure to retain key acquired personnel.



Client satisfaction or performance problems with an acquired business could
also have a material adverse effect on our reputation, and any acquired business
could significantly under perform relative to our expectations. We cannot be
certain that we will be able to integrate acquired businesses, products or
technologies successfully or in a timely manner in accordance with our strategic
objectives, which could have a material adverse effect on our overall financial
performance.



In addition, if we issue equity securities as consideration for any future
acquisitions, existing stockholders will experience ownership dilution and these
equity securities may have rights, preferences or privileges superior to those
of our common stock.





We have never paid dividends on our common stock and you may never receive
dividends.



We have not paid any cash dividends on our common stock to date and we do not
anticipate paying cash dividends in the foreseeable future. We intend to retain
earnings, if any, to finance the development and expansion of our business.
Future dividend policy will be at the discretion of our Board of Directors and
will be contingent upon future earnings, if any, our financial condition,
capital requirements, general business conditions and other factors. There can
be no assurance that cash dividends of any kind will ever be paid.



Our common stock may be affected by limited trading volume and may fluctuate
significantly, which may affect our shareholders' ability to sell shares of
our common stock.



There has been a limited public market for our common stock and there can be
no assurance that a more active trading market for our common stock will
develop. An absence of an active trading market could adversely affect our
shareholders' ability to sell our common stock in short time periods, or
possibly at all. Our common stock has experienced, and is likely to experience
in the future, significant price and volume fluctuations, which could adversely
affect the market price of our common stock without regard to our operating
performance. In addition, we believe that factors such as quarterly fluctuations
in our financial results and changes in the overall economy or the condition of
the financial markets could cause the price of our common stock to fluctuate
substantially. These fluctuations may also cause short sellers to enter the
market from time to time in the belief that we will have poor results in the
future. We cannot predict the actions of market participants and, therefore, can
offer no assurances that the market for our stock will be stable or appreciate
over time. These factors may negatively impact shareholders' ability to sell
shares of our common stock.



Because our stock is considered a penny stock, any investment in our stock is
considered to be a high-risk investment and is subject to restrictions on
marketability.



Trading of our common stock is conducted over-the-counter through the NASD
Electronic Bulletin Board and covered by Rule 15g-9 under the Securities
Exchange Act of 1934. Under this rule, broker/dealers who recommend these
securities to persons other than established customers and accredited investors
must make a special written suitability determination for the purchaser and
receive the purchaser's written agreement to a transaction prior to sale.
Securities are exempt from this rule if the market price is at least $5.00 per
share.



The Securities and Exchange Commission adopted regulations that generally
define a "penny stock" as any equity security that has a market price
of less than $5.00 per share. Additionally, if the equity security is not
registered or authorized on a national securities exchange or the NASDAQ and the
issuer has net tangible assets under $2,000,000, the equity security also would
constitute a "penny stock." Our common stock does constitute a penny
stock because our common stock has a market price less than $5.00 per share and
our common stock is not quoted on Nasdaq. As our common stock falls within the
definition of penny stock, these regulations require the delivery, prior to any
transaction involving our common stock, of a disclosure schedule explaining the
penny stock market and the risks associated with it. Furthermore, the ability of
broker/dealers to sell our common stock and the ability of shareholders to sell
our common stock in the secondary market may be limited. As a result, the market
liquidity for our common stock is adversely affected. We can provide no
assurance that trading in our common stock will not be subject to these or other
regulations in the future, which may negatively affect the market for our common
stock. Furthermore, this lack of liquidity also may make it more difficult for
us to raise capital in the future.



ITEM 3. CONTROLS AND PROCEDURES



(a)Evaluation of Disclosure Controls and Procedures. An evaluation as of the
end of the period covered by this report was carried out under the supervision
and with the participation of our management, including our principal executive
officer and principal financial officer, of the effectiveness of our disclosure
controls and procedures, as such term is defined under Rule 13a-15(e) and Rule
15d -15 promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Based on their evaluation, our principal executive
officer and principal financial officer concluded that the prior principal
executive officer and principal financial officer failed to provide the
necessary controls and procedures to effectively ensure that we record, process,
summarize, and report information required to be disclosed by us in accordance
with the Securities Exchange Act.  As disclosed below, our principal
executive officer and principal financial officer have taken the necessary steps
to change our disclosure controls and procedures  to ensure that we record,
process, summarize, and report information required to be disclosed by us in our
quarterly reports filed under the Securities Exchange Act within the time
periods specified by the Securities and Exchange Commission's rules and forms.





(b)Changes in Internal Controls.  During our most recent evaluation of our
internal controls, we discovered certain apparently improper distributions made
by the Company for the benefit of our former president, Richard McKinley. 
As further disclosed in Item 5 below, our board of directors has since
terminated Richard McKinley as an officer of EntreMetrix Corporation. 
Acting on behalf of EntreMetrix Corporation, the sole shareholder of EnStruxis,
Inc., our board also removed Mr. McKinley as a director of EnStruxis, Inc. and
appointed the current members of our board, Arthur Lefevre, Mark A. Absher and
Vincent Michael Keyes, III, as the new directors of EnStruxis.  The new
board of EnStruxis then immediately convened a meeting to remove Mr. McKinley
and his wife Laurie McKinley as officers of EnStruxis.  Additionally, we
have undertaken efforts to specifically identify and determine the propriety of
the distributions made by the Company to Mr. McKinley.  This investigation
is part of our efforts to strengthen our internal controls.  With the
termination of Mr. McKinley and his wife Laurie McKinley and the steps we have
undertaken to strengthen our internal controls, we believe that our disclosure
controls and procedures will be effective to ensure that we record, process,
summarize, and report information required to be disclosed by us in our
quarterly reports filed under the Securities Exchange Act within the time
periods specified by the Securities and Exchange Commission's rules and
forms.



PART II. OTHER INFORMATION



Item 1. Legal Proceedings



None.



Item 2. Changes in Securities



None.



Item 3. Defaults Upon Senior Securities



Not applicable.



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



None.



Item 5. Other Information



Due to certain events occurring subsequent to our acquisition
of EnStruxis, Inc., Richard McKinley has been removed as an officer
of EntreMetrix Corporation pursuant to the actions duly approved by our board at
a special board meeting duly held on August 3, 2004. At the meeting, our board
of directors appointed Scott A. Absher as our new Chief Executive Officer and
George Lefevre as our new Chief Financial Officer and Secretary. Acting on
behalf of EntreMetrix Corporation, the sole shareholder of EnStruxis, Inc., our
board also removed Mr. McKinley as a director of EnStruxis, Inc. and appointed
the current members of our board, Arthur Lefevre, Mark A. Absher and Vincent
Michael Keyes, III, as the new directors of EnStruxis. The new board of
EnStruxis then immediately convened a meeting to remove Mr. McKinley and his
wife Laurie McKinley as officers of EnStruxis and appointed Scott A. Absher as
its new Chief Executive Officer and George Lefevre as its new Chief Financial
Officer and Secretary. The above actions became effective as of August 3, 2004.



As a result of Mr. McKinley's termination and other events,
pursuant to a unanimous written consent of our board of directors, dated August
5, 2004, our board of directors then authorized the cancellation of all
19,752,460 shares of our common stock issued in the name of Mr. McKinley in
connection with the acquisition of EnStruxis, Inc., except for 1,100,000 shares
      previously issued to Mr. McKinley and subsequently transferred to third
      parties.  Mr. McKinley had agreed with
EntreMetrix Corporation that these shares were to stand in his name with the
understanding that all but 2,450,000 of the shares (including the 1,100,000
      shares issued and subsequently transferred by Mr. McKinley) would be used by EntreMetrix
Corporation for future acquisitions, thereby allowing us to proceed with future
acquisitions without the need to dilute the holdings of our current
shareholders. Our board authorized the issuance of a new share certificate in
the name of Mr. McKinley for 1,350,000 shares of our common stock. The 1,350,000
      shares to be issued to Mr. McKinley and the 1,100,000 shares previously
      issued to and subsequently transferred by Mr. McKinley represent the actual number of shares of our
common stock to be intended to be held by Mr. McKinley after completed the
contemplated acquisitions. We intend to fund any future acquisitions through the
issuance of new shares of our common stock or through other forms of
consideration as determined by our board in the exercise of its business
judgment.



Subsequently to the foregoing events, Mr. McKinley, though his legal counsel,
has taken the position that he owns all of the shares issued in his name in
connection with the EnStruxis acquisition and has demanded a return of the
shares. Mr. McKinley is also demanding that a shareholder's meeting be
convened to consider, among other things, the removal of one or more of our
current directors. As of the date of this filing, Mr. McKinley has not initiated
any litigation on this matter. The demand for a shareholder's meeting was sent
to our board for consideration on August 12, 2004. Our board has not had
sufficient time and opportunity to consider and respond to Mr. McKinley's
demand for a shareholders meeting.





Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:

Exhibit 31.1
      - Certification by our President required by Rule
      13a-14(a) or Rule 15d-14(a).

Exhibit 31.2
      - Certification by our Chief Financial Officer required
      by Rule 13a-14(a) or Rule 15d-14(a).

Exhibit 32.1
      - Certification by our President required by Rule
      13a-14(b) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of
      2002, 18 U.S.C. Section 1350.

Exhibit 32.1
      - Certification by our Chief Financial Officer required
      by Rule 13a-14(b) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley
      Act of 2002, 18 U.S.C. Section 1350.



(b) On April 30, 2004, we filed with the Securities and
      Exchange Commission an amended Form 8-K in which we attached a letter from
      our former accountants relating to the change in our accountants (Item 7).

On May 12, 2004, we filed with the Securities and
      Exchange Commission a Form 8-K announcing the effectiveness of our name
      change from "Missouri River and Gold Gem Corp." to "EntreMetrix
      Corporation" (Items 5 and 7).

On May 19, 2004, we filed with the Securities and
      Exchange Commission an amended Form 8-K in which we provided the required
      financial statements and disclosures in connection with the acquisition of
      EnStruxis, Inc. and the resulting change in control (Items 1, 2 and 7).



[Signature Page Follows.]





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.



ENTREMETRIX CORPORATION



By: /S/Scott
W. Absher

Scott W. Absher, President



Dated: August 16, 2004