SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-QSB





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

EXCHANGE ACT  OF  1934



For the Quarterly period ended February 29, 2004



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



For  the  transition  period  from  ___________  to  _____________



Commission  file  number  000-25335



ELGRANDE.COM, INC.

(Exact  name  of  registrant  as  specified  in  its  charter)



Nevada                                       88-0409024

(State  or  other  jurisdiction  of            (IRS Employer Identification No.)

incorporation  or  organization)



1450 Kootenay Street, Vancouver, B.C.

V5K 4R1 Canada

(Address of principal executive offices)



(604) 689-0808

(Issuer's telephone number)



The  number  of  shares  outstanding  of  each of the issuer's classes of common equity  as  of  the  latest  practicable  date:



Class                                      February 29, 2004

-------------------------------                     -----------------------

Common stock, $ 0.001 par value                           11,559,622









































<page>  1

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ELGRANDE.COM, INC.

FORM 10-QSB

For the Quarterly period ended February 29, 2004



TABLE OF CONTENTS





Page



PART  I.  FINANCIAL  INFORMATION                                          3



ITEM  I - Unaudited  Consolidated  Financial Statements



Consolidated Balance Sheets as of

February 29, 2004 (Unaudited)  and  May  31,  2003              3



Consolidated  Statements  of  Operations

for  the  Three Months and Nine  Months  ended  February 29,

2004 and  2003  (Unaudited)                                     4



Consolidated  Statements  of  Cash  Flows

for  the  Nine  Months  ended February 29, 2004

and  2003 (Unaudited)                                           5



Condensed Notes to Consolidated Interim Financial Statements    6



ITEM  2   Management's  Discussion  and  Analysis  of

Financial  Condition  and  Results  of  Operations              9



PART II.  OTHER  INFORMATION                                              14



Signatures                                                                15



Certification    (filed as attachment)























































<page>  2

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ELGRANDE.COM, INC.

FORM 10-QSB

For the Quarterly period ended February 29, 2004



PART  I.  FINANCIAL  INFORMATION



Item 1 - Financial Statements



|ELGRANDE.COM INC.
CONSOLIDATED BALANCE SHEETS
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|LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) 
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See Notes to Interim Financial Statements



<page>  3

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|ELGRANDE.COM INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
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|R E V E N U E S                                                               
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|COST OF REVENUES                                                              
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|GROSS PROFIT (LOSS)                                                           
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|E X P E N S E S                                                               
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|LOSS FROM OPERATIONS                                                          
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|OTHER INCOME (EXPENSE)                                                        
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|OTHER COMPREHENSIVE INCOME                                                    
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|COMPREHENSIVE LOSS                                                            
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|BASIC AND DILUTED NET LOSS PER COMMON SHARE                                   
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|WEIGHTED AVERAGE NUMBER OF                                                    
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See Notes to Interim Financial Statements





<page>  4

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|ELGRANDE.COM INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
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|Cash flows from operating activities:                 
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|Cash flows from investing activities:                 
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|Cash flows from financing activities:                 
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|Net increase (decrease)  in cash                      
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|Cash, beginning of period                             
|Cash, end of period                                   
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|SUPPLEMENTAL DISCLOSURES:                             
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|NON-CASH INVESTING AND FINANCING ACTIVITIES:          
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See Notes to Interim Financial Statements



<page>  5

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ELGRANDE.COM, INC.

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FEBRUARY 29, 2004





The  financial  statements  have  been  prepared  in  accordance with generally

accepted accounting principles for the interim financial  information  with the

instructions to Form 10-Q and Rule 10-01 of Regulation S-X.  Accordingly,  they

do  not  include  all  of  the  information and footnotes required by generally

accepted  accounting  principles for  complete  financial  statements.  In  the

opinion of the Company's management, all adjustments (consisting of only normal

accruals) considered necessary for a fair presentation have been included.



For  further information  refer  to  the financial statements and notes thereto

included in  the  Company's  Annual Report  on  Form  10-KSB for the year ended

May 31, 2003.



The accompanying financial  statements have been prepared on  a  going  concern

basis,  which  contemplates  the  realization  of  assets and  satisfaction  of

liabilities  in  the  normal  course  of  business.   The  Company has suffered

material recurring losses from operations since inception. At February 29, 2004

the Company has a working capital deficit of $1,330,019, an accumulated deficit

of  $9,410,323 and negative cash flows from  operations.  These  factors  raise

substantial doubt about the Company's ability to continue as a going concern.



Continuation of the  Company  is dependent on achieving sufficiently profitable

operations  and  obtaining  additional   financing.    Management  has  and  is

continuing to raise  additional  capital from various sources.  The Company has

developed a  wholesale  division  which sources unique  home décor  items  from

Europe and Asia for  distribution in North America.  There can be no assurances

that the  Company  will  be  successful  in  raising  additional  capital.  The

financial   statements   do  not  include  any   adjustment  relating   to  the

recoverabilit y and  classification of  assets and  liabilities  that  might be

necessary should the Company be unable to continue as a going concern.



Paul Morford resigned as officer and director effective December 18, 2003.



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Revenue and Cost Recognition

--------------------------------------------------------------------------------



The Company recognized revenue for product sales when  the products are shipped

and title passes to customers.



Cost of sales consists  of  the purchase  price of  products sold, inbound  and

outbound shipping charges and packaging supplies.



Accounts Receivable

--------------------------------------------------------------------------------



The Company carries its accounts receivable at cost. The Company has not carried

accounts receivable in the past and is in the process of developing a policy for

recognizing doubtful accounts.



The Company's policy is to  accrue interest on trade receivables  30 days  after

Invoice  date.  A  receivable  is  considered past due if  the Company does  not

receive payment within 30 days.



<page> 6

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ELGRANDE.COM, INC.

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FEBRUARY 29, 2004



Inventories

--------------------------------------------------------------------------------



Inventory  at  February 29,  2004 consists  of a variety of home-décor products.

Inventories are recorded using the specific identification method  and valued at

the lower of cost or market value. Inventory consisting of manufactured products

are recorded using the first in first out method and valued at the lower of cost

or market value.



NOTE 2 - COMMON STOCK AND WARRANTS



During the nine months ended February 29, 2004, the  Company  issued  4,241,286

shares  of  common stock for debt and services valued at $1,268,349. All  stock

was issued at its fair market value at the date of grant.



In August 2003  the  Company effected a 10 for 1 reverse split of the company's

capital stock. As result  of the reverse split, the Company's authorized common

stock decreased from 200,000,000  to  20,000,000  shares. Capital restructuring

was a necessary step in order to enable the Company to raise additional funding

to support and grow the business.



Warrants previously  issued (2,906,450) were exercised for  1,089,616 shares of

Common stock in a cashless redemption.



All references to stock, options and warrants have been restated to reflect the

reverse stock split.



NOTE 3 - STOCK OPTIONS



During  the  previous fiscal year ended May 31, 2003  the  Company's  board  of

directors approved  the Elgrande.com, Inc. 2003 Stock Options Plan. The Company

may issue up to 5,000,000  common  stock options with a maximum per share price

of $0.05.



During the three months ended February  29, 2004, the Company did not issue any

stock options from this plan.





The following is a summary of stock option activity:



Number of           Weighted Average

Shares             Exercise Price

---------           ----------------

Outstanding at 5-31-02                      365,500                  $ 6.10

Granted                                         -                      -

Exercised                                       -                      -

Forfeited                                       -                      -



Outstanding at 5-31-03                      365,500                  $ 6.10

Granted                                   2,906,450                    -

Exercised                                (2,906,450)                   -

Forfeited                                       -                      -



Outstanding at 2-29-04                     365,500                   $ 6.10

Options exercisable at 2-29-04             365,500                   $ 6.10









<page> 7

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ELGRANDE.COM, INC.

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FEBRUARY 29, 2004



NOTE 4 - NOTES AND DEBENTURES PAYABLE



Short-term Notes

------------------------------------------------------------------------------



During the three months ended February 29, 2004, the Company's officers loaned

the Company $6,897  to fund  continuing  operations.  During the three  months

ended  February 29, 2004, the  Company  also  received  a short-term  loan  of

$30,874 from an individual with no interest.





NOTE 5 - INVESTMENT IN EUROPEAN SUBSIDIARY



In the  quarter  ended August  31, 2002, the Company  invested $100,000 in its

wholly owned European subsidiary, Elgrande Europe AG, stock of which has a par

value of one euro. The subsidiary was created to provide an operating presence

in Europe. At February 29, 2004, there were no sales  activity recorded in the

European Company. Elgrande Europe AG has been consolidated  in these financial

statements.





NOTE 6  INVESTMENT IN BISCAYNE BAY TRADING CORPORATION



In the quarter ended  November  30, 2003,  the Company  acquired Biscayne  Bay

Trading Corporation for 35,000 shares of restricted common stock.  Two million

Shares are held in escrow for future borrowings for debenture agreements.

































































<page> 8

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ELGRANDE.COM, INC.

FORM 10-QSB

For the Quarterly period ended February 29, 2004



Item  2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF  OPERATION



Cautionary Statement Regarding Forward-Looking Statements



This  quarterly  report  contains  forward-looking  statements  as that term is

defined  in  the  Private  Securities  Litigation  Reform  Act  of 1995.  These

statements  relate  to future events or our future financial performance.  Some

discussions in this report  may contain forward-looking statements that involve

risk and uncertainty. A number  of  important  factors  could  cause our actual

results  to  differ  materially  from  those  expressed  in any forward-looking

statements  made  by  us in this report. Forward-looking statements  are  often

identified  by  words  like:  "believe",  "expect",  "estimate",  "anticipate",

"intend", "project" and  similar  expressions  or words which, by their nature,

refer to future events.



In some cases, you can also identify forward-looking  statements by terminology

such as "may", "will", "should", "plans", "predicts", "potential" or "continue"

or  the  negative  of  these  terms  or  other  comparable  terminology.  These

statements   are  only  predictions  and  involve  known  and  unknown   risks,

uncertainties  and  other  factors that may cause our actual results, levels of

activity, performance or achievements  to  be  materially  different  from  any

future  results,  levels  of activity, performance or achievements expressed or

implied by these forward-looking statements.



Although we believe that the  expectations  reflected  in  the  forward-looking

statements  are  reasonable,  we  cannot  guarantee  future results, levels  of

activity or achievements. Except as required by applicable  law,  including the

securities  laws  of the United States, we do not intend to update any  of  the

forward-looking statements to conform these statements to actual results.



RESULTS OF OPERATIONS



Comparison of the three months ended February 29, 2004 and February 28, 2003.



In November 2002 we  launched  our  wholesale division, European Sources Direct

(ESD). Since then, we have established  wholesale  sales  representation in key

U.S.  and  Canadian regional giftware and home d{e'}cor wholesale  centers.  We

have secured  certain exclusive corporate and wholesale distribution rights for

products within the USA, Canada and Mexico.



For the quarter  ended  February  29,  2004, we had revenues of $244,316 versus

$19,317 for the same period ending last  year.  This  increase  in  revenues is

primarily  due  to the strong performance of Elgrande's inaugural product-line,

The Love Plates, in the giftware and home decor market.



For  the quarter ended  February  29,  2004,  cost  of  revenues  increased  to

$185,319.   This  represents  the  cost of inventory sold and the corresponding

freight-in charges of importing products.



For the quarter ended February 29, 2004, gross profit was $58,997 versus $6,584

for the same period ending last year.



Comparison of the nine months ended February 29, 2004 and February 28, 2003.







<page> 9

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ELGRANDE.COM, INC.

FORM 10-QSB

For the Quarterly period ended February 29, 2004



For the nine months ended February 29, 2004, we had revenues of $685,558 versus

$36,784 for the same period ending last  year.  This  increase  in  revenues is

primarily  due  to the strong performance of Elgrande's inaugural product-line,

The Love Plates, in the giftware and home decor market.



For the nine months  ended  February  29,  2004,  cost of revenues increased to

$483,107.  This  represents the cost of inventory sold  and  the  corresponding

freight-in charges of importing products.



For the nine months  ended  February 29, 2004, gross profit was $202,451 versus

$12,217 for the same period ending last year.



In addition, we had pending sales of $218,887 booked as at February 29, 2004.



Revenue accounts for sales  of  products that have been delivered to customers.

Pending sales are sales orders that  have  been  received  but not shipped. The

financial statements do not reflect pending sales as per GAAP.



Management  is  endeavoring  to improve our operations. By improving  inventory

management, shipping logistics  and  product handling, we believe that costs of

revenues can be further lowered to improve gross profits.





CHANGES IN FINANCIAL CONDITION



A summary of expenses for the three months ended February 29, 2004 compared to

the period ended February 28, 2003 is as follows:



2004         2003

-------      -------

Consulting                                 $ 12,337     $136,174

Selling Expense                              50,218       -

Legal and other                              30,047        4,060

Salaries                                    156,600       -

Depreciation and amortization                (1,160)      19,521

Office and administration                    86,567       55,618

Travel and entertainment                     30,787       15,719

Marketing and public relations               48,924        3,489

-------      -------

$414,320     $234,581

=======      =======



There  were  some  changes in our financial condition. Significant changes that

warrant discussion include:



Consulting Fees



Consulting fees for  the  nine months ended February 29, 2004 were lower versus

the

prior year's nine months due to the reduction in consulting contracts.



Selling Expense



The increase in the wholesale  business  activity  and engagement of additional

wholesale  marketing  agencies  is  reflected  in increased  sales  commissions

expenses.





<page> 10

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ELGRANDE.COM, INC.

FORM 10-QSB

For the Quarterly period ended February 29, 2004



Legal and Other



We  incurred  higher professional fees in the quarter  as  a  result  of  legal

services required  and  retained  for  the  acquisition of Biscayne Bay Trading

Corporation.  These expenses are one-time and non-recurring expenses.



Salaries



There has been no significant increase in salaries  expense.   In  the  quarter

ended   February   28,   2003,   this  expense  was  pooled  under  Office  and

Administration.



Office and Administration



The increase in Office and Administration  expenses  for  the nine months ended

February  29,  2004  is directly related to the increase in wholesale  business

activity.  Several  non-recurring   expenses   were   incurred,  including  the

manufacturing of crates for the efficient shipment of products  to  trade shows

and  the cost of printing our bi-annual catalog for our marketing agencies  and

representatives.  Also included in the amount are costs of shipments of samples

to show rooms and brokerage charges incurred for our shipments.



Management  is  currently  investigating  other  ways  to  improve its business

administration.   This   may  involve  additional  investments  in  information

technology to create efficiencies.



Travel and Entertainment



Travel and entertainment expenses  were almost  doubled  in  the  quarter ended

February  29,  2004 as  compared  with  February  28, 2003.  Increased expenses

resulted from:



*

necessary  attendance at trade shows  to promote of our line of

products in the North American market;



*

attendance at European trade shows to secure new product lines;



*

visits to  our  principal  supplier and prospective  suppliers

factory locations in Europe.



Marketing and Public Relations



We incurred Marketing and Public Relations expenses of $48,924 during the three

months  ending  February 29, 2004 versus $3,489 for the previous  year's  three

months. The increase  is due to the higher volume of product information sheets

given to sales agencies  for  marketing  purposes and research on complementary

products  that  would enhance our existing wholesale  line.   There  were  also

additional news releases issued in regarding our business activities.



LIQUIDITY AND CAPITAL RESOURCES



TRENDS LIKELY TO  HAVE  A  MATERIAL  IMPACT  ON SHORT & LONG TERM LIQUIDITY THE

SUCCESS OF THE WHOLESALE LINE



In the previous fiscal year, we established relationships  with a network of 12

wholesale  marketing agencies and representatives covering the  North  American

market.  In  this fiscal year to date, we have a total to 12 marketing agencies

in the US and  6  marketing  agencies  in Canada.  We have negotiated exclusive

<page> 10

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ELGRANDE.COM, INC.

FORM 10-QSB

For the Quarterly period ended February 29, 2004



distribution rights with its supplier that  providing  the  key products in our

product  line.  Having  established North American sales representation,  along

with  the strength of its  existing  product  line,  Management  believes  that

revenues  will continue to grow to reach its full potential. This will position

us to be cash flow positive, self-sustaining and ultimately, profitable.



UNCERTAINTIES LIKELY TO HAVE A MATERIAL IMPACT ON SHORT & LONG TERM LIQUIDITY



Uncertainties  and/or  fluctuations  in  the  marketplace  have  an  impact  on

Liquidity that cannot be quantified at this time.



INTERNAL AND EXTERNAL SOURCES OF CAPITAL



We have limited assets to sell in order to create short or long term liquidity.

Therefore we are dependant on a combination of external sources for funding and

the developing trend to positive net cash flow to maintain liquidity.



We  have  no material commitments requiring capital expenditures.  There are no

contracts with third parties that require funds.



We anticipate  the  need  to develop sufficient inventory to meet sales demand.

Short term, we will have to  rely  on  external  sources for funding to support

immediate inventory requirements. Long-term, inventory  build-up  is planned to

coincide with our ability to generate positive cash flow. Until such time as we

have positive cash flow on a monthly basis, the dependence on external  capital

will remain.



There  are  no  guarantees  that  we  will be able to raise external capital in

sufficient amounts or on terms acceptable  to  us. Our ability to demonstrate a

consistent  trend of positive cash flow and profitable  quarters  will  have  a

beneficial effect on liquidity.



TRENDS, EVENTS  OR  UNCERTAINTIES THAT HAVE HAD OR THAT ARE REASONABLY EXPECTED

TO HAVE A MATERIAL IMPACT ON  NET SALES OR REVENUES  OR INCOME FROM  CONTINUING

OPERATIONS



OPERATING ACTIVITIES



As revenue grows, so does the potential for trends, events and uncertainties to

influence future cash flow and revenue.



Our wholesale activity  is  centered  on  procuring,  importing,  marketing and

selling international products within the North American wholesale market.  The

current  principal country of supply is Germany, with which we have  negotiated

exclusivity  of  product supply and currency rate.  This will secure us a level

of uniqueness of products  in  the  marketplace  and a reduction of exposure to

foreign currency fluctuations between the Euro and US dollars.



Until such time we are able to diversify our source  of  supply  and  range  of

product,  interruptions in supply from manufacturers may have a negative impact

on operations, as would any major reduction in consumer demand.



Our principal  product  line is subject to two buying seasons.  A Spring/Summer

season, which has buying  in the period late January through late April of each

year, and a Fall/Winter season which has buying in the period late June through

late October.  There are order  lulls  in  the  periods  between the two buying

seasons,  specifically  November  through  January and May through  June.   The

seasonality of the industry therefore has a  material  effect  on the financial

condition or results of operations.

<page> 12

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ELGRANDE.COM, INC.

FORM 10-QSB

For the Quarterly period ended February 29, 2004



We generated negative cash flow from operating activities for the  period  from

inception  (April 8, 1998) through February 29, 2004. We realized negative cash

flow of $717,855  from operating activities for the nine months ending February

29, 2004 compared to  negative  cash flow of $482,295 from operating activities

for the nine months ending February 28, 2003.



INVESTING ACTIVITIES



Investing activities for the period  from  inception  through February 29, 2004

consisted primarily of the purchase of inventory, property  and  equipment  and

soft costs associated with the development of our wholesale activities.



FINANCING ACTIVITIES



Since  inception,  we financed operations through proceeds from the issuance of

equity and debt securities and loans from shareholders and others.  To date, we

raised approximately $7 million from the sale of common stock and have borrowed

approximately $2 million  from  investors  and  shareholders.  Funds from these

sources  have been used as working capital to fund the on-going development  of

our wholesale division.



During the  quarter ending August 31, 2003, we underwent capital restructuring.

Since then we  have been engaged in a turnaround process that entailed shifting

the business focus  to importing and wholesale distribution in the giftware and

home decor sector. This  transition  has been extremely successful as evidenced

by our increasing sales and revenue. Our Board and management have been focused

on carefully examining ways and means of continuing to move ahead. This process

included speaking with key suppliers,  large  customers  and  potential funding

sources. By August 2003, it had become clear that capital restructuring  was  a

necessary  step  to  allow  the  expansion  of  its product base, to sign large

customers, to improve its due diligence profile with  key account customers and

suppliers, and to conclude negotiations for the funding  necessary  to  support

and grow the business. Upon reviewing these facts and on the advice of counsel,

the  Board  decided  that  it  was  in our long-term best interest and the best

interests of our shareholders to effectuate  a change in our capital structure,

and thereby provide us with a more stable base to build upon. In August 2003 we

effected a 10 for 1 reverse split of our common stock.



In the quarter ended February 29, 2004, $424,388  of  the  Company's  debt  was

converted  into  common  stock  by  the  issuance of 1,591,567 shares of common

stock.  The conversion will facilitate the  ability to raise capital to finance

future growth. In addition, this alleviates the  interest  burden  on operating

cash flow.



Our financing activities for the quarter ended February 29, 2004 provided a net

total of $255,616.  Cash at the end of the period was $51,952. As of  April 13,

2004, we had cash of $109,740.























<page> 13

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ELGRANDE.COM, INC.

FORM 10-QSB

For the Quarterly period ended February 29, 2004



Item 2.   Changes in Securities.



(a)  Not applicable.



(b)  Not applicable.



(c)  The  following provides information of all sales of  outstanding stock

in the quarter ended February 29, 2004 which were not registered under

the Securities Act of 1933 (the "Act"):



|Date                 | Title and Amount                                                                                                                               | Purchasers        | Principal Underwriter | Total Offering Price/Underwriting Discounts    
|-------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------- | ----------------- | --------------------- | -----------------------------------------------
|Dec 2003             | 48,572 shares of common stock                                                                                                                  | Private Investors | NA                    | Subscription agreements valued at $11,910.78/NA
|Jan 2004             | 47,757 shares of common stock                                                                                                                  | Private Investors | NA                    | Convertible debentures valued at $9,456/NA     
|Jan 2004             | 531,250 shares of common stock                                                                                                                 | Private Investor  | NA                    | Loans valued at $159,375/NA                    
|Jan 2004             | 45,813 shares of common stock                                                                                                                  | Consultant        | NA                    | Debt valued at $10,000/NA                      
|Feb 2004             | 213,675 shares of common stock                                                                                                                 | Private Investor  | NA                    | Loans valued at $30,769/NA                     
|Feb 2004             | 83,912 shares of common stock                                                                                                                  | Consultants       | NA                    | Professional services valued at $19,006/NA     
|Feb 2004             | 467,426 shares of common stock                                                                                                                 | Private Investor  | NA                    | Loans valued at $150,785/NA                    
|Dec. 2003 - Feb 2004 | 1,917,410  shares of common stock pursuant to the Companys Series A Senior Subordinated Convertible Redeemable Debenutes due October 31, 2004 | Private Investors | NA                    | Valued at $0.13 to $0.31 per share/NA          



(d)  Not applicable.





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



(a)     EXHIBITS



No.            Description

-----------------    ----------------------------------------------------------

31             Certification of Michael Holloran Pursuant to Section 302

of the Sarbanes-Oxley Act of 2002, filed herewith



32             Certification of Michael Holloran Pursuant to 18 U.S.C.

1350, as Adopted Pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002, filed herewith.



(b)     Reports on Form 8-K  relating to the quarter ended February 29, 2004.



The Company  did not  file any  reports on  Form 8-K during  the quarter  ended

February 29, 2004.

<page> 14

---







SIGNATURES





Pursuant to the requirements  of the  Exchange Act, the  registrant caused  this

report to be signed on its behalf by the undersigned, thereunto duly authorized.







ELGRANDE.COM, INC.





By: /s/ Michael F. Holloran

-------------------------------------

Michael F. Holloran

President and Chief Executive Officer (Principal

Executive and Financial Officer)



Dated:  April 14, 2004











































































<page> 15