24




                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(X  )     QUARTERLY  REPORT  UNDER SECTION 13 OR 15(D) OF THE SECURITES EXCHANGE
          ACT  OF  1934
                For  the  quarterly  period  ended     December  31,  2003
                                                       -------------------

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

     For  the  transition  period  from           to

Commission  File  number               0-25541
                                       -------


                              STARBERRYS  CORPORATION
                              -----------------------
             (Exact  name  of  registrant  as  specified  in  charter)

          Nevada                                                   91-1948357
          ------                                               --------------
(State  or  other  jurisdiction  of                          (I.R.S.  Employer
incorporation  or  organization)                            Identification No.)

1100  Melville  Street,  Suite  320
Vancouver,  B.C.  Canada                                            V6E  4A6
------------------------                                      ----------------
(Address  of principal executive offices)                          (Zip Code)

                              604-688-3931,  Ext.  1
                         ---------------------------
               Registrant's  telephone  number,  including  area  code

                                       N/A
                                       ---
     (Former  name, address, and fiscal year, if changed since last report)

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate  the  number  of  shares outstanding of each of the issuer's classes of
common  stock,  as  of  the  last  practicable  date.

               Class                    Outstanding  as  of  December  31,  2003
            ----------                  ----------------------------------------

   Common  Stock,  $0.001 per share                 11,489,848
                                                    ==========


                                      -1-
<PAGE>





                                      INDEX


<TABLE>
<CAPTION>




                                                                        Page
                                                                       Number
                                                                   -----------
<S>           <C>                                                   <C>   <C>

PART 1. .    .FINANCIAL INFORMATION

    ITEM 1. . Financial Statements (unaudited)                            3

              Balance Sheet as at December 31, 2003 and September 30,
                 2003                                                     4

              Statement of Operations
                 For the three months ended December 31, 2003 and
                 2002, and for the period from October 8,
                 1998 (Date of Inception) to December 31, 2003 . . .      5

              Statement of Cash Flows
                 For the three months ended December 31, 2003 and
                 2002 and for the period from October 8, 1998
                (Date of Inception) to December 31, 2003. . . .           6

              Notes to the Financial Statements . .                       7

    ITEM 2.   Management's Discussion and Analysis or Plan
             . ..of Operation                                            11

    ITEM 3. . Controls and Procedures                                    16

PART 11 . . . OTHER INFORMATION                                          17

    ITEM 1. . Legal Proceedings                                          17

    ITEM 2. . Changes in Securities                                      17

    ITEM 3. . Default 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
</TABLE>


                                      -2-
<PAGE>





                         PART 1 - FINANCIAL INFORMATION


                         ITEM 1.   FINANCIAL STATEMENTS



The  accompanying  balance  sheet  of  Starberrys Corporation (development stage
company)  at  December  31,  2003  and  September  30, 2003 and the statement of
operations  and  statement  of cash flow for the three months ended December 31,
2003 and 2002 and for the period from October 8, 1998 (date of incorporation) to
December 31, 2003, have been prepared by the Company's management, in conformity
with  principles  generally  accepted  in  the United States of America.  In the
opinion  of  management,  all  adjustments  considered  necessary  for  a  fair
presentation  of  the  results  of  operations  and financial position have been
included  and  all  such  adjustments  are  of  a  normal  recurring  nature.

Operating  results  for  the quarter ended December 31, 2003 are not necessarily
indicative of the results that can be expected for the year ending September 30,
2004.


                                      -3-
<PAGE>






























                             STARBERRYS CORPORATION
                           (Development Stage Company)
                                  BALANCE SHEET
                                December 31, 2003

<TABLE>
<CAPTION>





                                                               DECEMBER 31, 2003    SEPTEMBER 30, 2003
                                                              -------------------  --------------------

ASSETS
<S>                                                           <C>                  <C>
CURRENT ASSETS

    Cash . . . . . . . . . . . . . . . . . . . . . . . . . .  $              105   $               380
                                                              -------------------  --------------------

TOTAL CURRENT ASSETS . . . . . . . . . . . . . . . . . . . .  $              105   $               380
                                                              ===================  ====================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

    Note payable & accrued interest - related party. . . . .  $          537,500   $           518,750
    Accounts payable - related parties . . . . . . . . . . .             653,717               645,652
    Accounts payable . . . . . . . . . . . . . . . . . . . .             274,877               247,405
                                                              -------------------  --------------------

TOTAL CURRENT LIABILITIES. . . . . . . . . . . . . . . . . .           1,466,094             1,411,807
                                                              -------------------  --------------------

STOCKHOLDERS' EQUITY

    Preferred stock
        50,000,000 shares authorized, at $0.001 per share;
        none outstanding
    Common stock
        200,000,000 shares authorized, at  $0.001 par value;
        11,489,848 shares issued and outstanding . . . . . .              11,490                11,490
    Capital in excess of par value . . . . . . . . . . . . .             609,826               609,826
    Deficit accumulated during the development stage . . . .          (2,087,305)           (2,032,743)
                                                              -------------------  --------------------

TOTAL STOCKHOLDERS' DEFICIENCY . . . . . . . . . . . . . . .          (1,465,989)           (1,411,427)
                                                              -------------------  --------------------

                                                              $              105   $               380
                                                              ===================  ====================
</TABLE>










    The accompanying notes are an integral part of these financial statements


                                      -4-
<PAGE>





                             STARBERRYS CORPORATION
                           (Development Stage Company)

                             STATEMENT OF OPERATIONS

        For the Three Months Ended December 31, 2003 and 2002 and Period
             October 8,1998 (Date of Inception) to December 31, 2003


<TABLE>
<CAPTION>




                                                            Oct 8, 1998
                                    Dec 31,      Dec 31,    to Dec 31,
                                     2003         2002         2003
                                 -------------  ---------  ------------
<S>                              <C>            <C>        <C>
REVENUES. . . . . . . . . . . .  $          -   $      -   $         -
                                 -------------  ---------  ------------

EXPENSES
    Administrative. . . . . . .        35,812     23,024       895,478
                                 -------------  ---------  ------------

NET LOSS - before other losses.       (35,812)   (23,024)     (895,478)

OTHER EXPENSES AND LOSSES

    Interest. . . . . . . . . .       (18,750)         -       (37,500)
    Loss of deposit - note 7. .             -          -    (1,154,327)
                                 -------------  ---------  ------------

NET LOSS. . . . . . . . . . . .  $    (54,562)  $(23,024)  $(2,087,305)
                                 =============  =========  ============


NET LOSS PER COMMON SHARE

    Basic and diluted . . . . .  $       (.05)  $   (.01)
                                 =============  =========

AVERAGE OUTSTANDING SHARES
    (stated in 1000,s)

     Basic                           11,490       10,535
                                 =============   =============
</TABLE>














    The accompanying notes are an integral part of these financial statements


                                      -5-
<PAGE>



                             STARBERRYS CORPORATION
                           (Development Stage Company)
                             STATEMENT OF CASH FLOWS
      For the three months ended December 31, 2003 and 2002 and the Period
            October 8, 1998 (Date of Inception) to December 31, 2003

<TABLE>
<CAPTION>





                                            Dec 31        Dec 31                      Oct 8, 1998
                                             2003          2002                    to Dec 31, 2003
                                           ---------  ---------------           -------------------
<S>                                        <C>        <C>              <C>
CASH FLOWS FROM
 OPERATING  ACTIVITIES

Net loss. . . . . . . . . . . . . . . . .  $(54,562)  $      (23,024)  $                 (2,087,305)

Adjustments to reconcile net loss
   to net cash provided by operating
   activities

    Issuance of common stock for
        Expenses. . . . . . . . . . . . .         -                -                            150
    Changes in accounts and notes payable    54,287           54,701                      1,558,518
    Capital contributions - expenses. . .         -                -                         10,950
    Loss of deposit . . . . . . . . . . .         -                -                      1,154,327
                                           ---------  ---------------  -----------------------------

        Net Cash Used in Operations . . .      (275)          31,677                        636,640
                                           ---------  ---------------  -----------------------------

CASH FLOWS FROM INVESTING ACTIVITIES

    Purchase of investment - deposit. . .         -                -                     (1,154,327)
                                           ---------  ---------------  -----------------------------

CASH FLOWS FROM
    FINANCING ACTIVITIES

    Net proceeds from issuance of
        common stock. . . . . . . . . . .         -                -                        517,792
                                           ---------  ---------------  -----------------------------

Net Increase (Decrease) in Cash . . . . .      (275)          31,677                            105

Cash at Beginning of Period . . . . . . .       380              553                              -
                                           ---------  ---------------  -----------------------------

Cash at End of Period . . . . . . . . . .  $    105   $       32,230   $                        105
                                           =========  ===============  =============================

SCHEDULE OF NONCASH
FLOWS FROM OPERATING ACTIVITIES

    Capital contributions - expenses. . .                                                  $ 10,950
                                                                                          =========
</TABLE>








    The accompanying notes are an integral part of these financial statements


                                      -6-
<PAGE>



                             STARBERRYS CORPORATION
                           (Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2003


1.     ORGANIZATION

The Company was incorporated under the laws of the State of Nevada on October 8,
1998  under the name of "Cigar King Corporation" with authorized common stock of
200,000,000  shares  at  $0.001  par  value.  On September 13, 2002 the name was
changed to "Starberrys Corporation" and the authorized capital stock was changed
by  the  addition  of  50,000,000  shares of preferred stock with a par value of
$0.001.  There  are  no  preferred  shares  issued  and  the terms have not been
determined.

The  Company  was  originally  organized  for the purpose of engaging in quality
cigar sales.  During 1998 the Company purchased the right to use the name "Cigar
King"  to market high quality cigars and during 2000 the activity was abandoned.

 During  2002, the Company entered into a contract of purchase of all the assets
and  intellectual property related to the "Color by Numbers" business and system
and  on  April  9,  2003,  the  Company  signed  a  Purchase  Agreement  for the
acquisition  of  all  the  shares  of  the  company which owns design, paint and
building  products.  (see  Note  7).  The  contract  was subsequently rescinded.

The  Company  has  not  started  any operations and is in the development stage.

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Accounting  Methods
-------------------

The  Company  recognizes  income  and  expenses  based  on the accrual method of
accounting.

Dividend  Policy
----------------

The  Company  has  not  yet  adopted  a  policy  regarding payment of dividends.

Income  Taxes
-------------

The Company utilizes the liability method of accounting for income taxes.  Under
the liability method deferred tax assets and liabilities are determined based on
the  difference  between financial reporting and the tax bases of the assets and
liabilities  and  are measured using the enacted tax rates and laws that will be
in  effect , when the differences are expected to reverse.  An allowance against
deferred  tax assets is recorded, when it is more likely than not, that such tax
benefits  will  not  be  realized.

On  December  31,  2003  the Company had a net operating loss carry forward of $
2,087,305.   The  tax  benefit  of  approximately  $ 626,000 from the loss carry
forward  has  been  fully  offset  by a valuation reserve because the use of the
future  tax  benefit  is  doubtful since the Company has no operations.  The net
operating  loss  will  expire  in  2024.


                                      -7-
<PAGE>



                             STARBERRYS CORPORATION
                           (Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2003

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  CONTINUED

Basic  and  Diluted  Net  Income  (Loss)  Per  Share
----------------------------------------------------

Basic  net  income  (loss)  per share amounts are computed based on the weighted
average  number  of  shares actually outstanding.  Diluted net income (loss) per
share  amounts  are  computed using the weighted average number of common shares
and  common  equivalent  shares  outstanding as if shares had been issued on the
exercise of the common share rights unless the exercise becomes antidilutive and
then  only  if  the  basic  per  share  amounts  are  shown  in  the  report.

Cash  and  Cash  Equivalents
----------------------------

The  Company  considers all highly liquid instruments purchased with a maturity,
at  the  time  of  purchase,  of less than three months, to be cash equivalents.

Financial  Instruments
----------------------

The  carrying  amounts  of  financial  instruments,  including cash and accounts
payable,  are  considered  by  management  to  be  their  estimated fair values.

Financial  and  Concentrations  Risk
------------------------------------

The  Company  does  not  have  any  concentration  or  financial  credit  risk.

Revenue  Recognition
--------------------

Revenue  will  be  recognized  on  the  sale  and  delivery  of a product or the
completion  of  a  service  provided.

Advertising  and  Market  Development
-------------------------------------

The  Company  will expense advertising and market development costs as incurred.

Estimates  and  Assumptions
---------------------------

Management  uses  estimates and assumptions in preparing financial statements in
accordance  with  generally accepted accounting principles.  Those estimates and
assumptions  affect  the  reported  amounts  of  the assets and liabilities, the
disclosure  of  contingent assets and liabilities, and the reported revenues and
expenses.  Actual  results  could  vary  from the estimates that were assumed in
preparing  these  financial  statements.


                                      -8-
<PAGE>




                             STARBERRYS CORPORATION
                           (Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2003

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  CONTINUED


Foreign  Currency  Translation
------------------------------

Part  of  the transactions of the Company were completed in Canadian dollars and
have  been  translated to US dollars as incurred, at the exchange rate in effect
at the time, and therefore, no gain or loss from the translations is recognized.
US  dollars  are  considered  to  be  the  functional  currency.

Recent  Accounting  Pronouncements
----------------------------------

The  Company  does  not  expect  that  the  adoption  of other recent accounting
pronouncements  will  have  a  material  impact  on  its  financial  statements.

3.     NOTE  PAYABLE  -  RELATED  PARTY

The Company has a note payable of $500,000 due July 31, 2004, including interest
of  15%.  The  note  is  secured  by  common  shares  of  the  Company  owned by
officers-directors.

4.     COMMON  CAPITAL  STOCK

Since  its inception, the Company has completed private placements of 11,155,000
shares  of  its common capital stock for $ 517,792 and has issued 150,000 shares
for  services  and  184,848  shares  for  payment  of  debt.

5.     COMMON  CAPITAL  STOCK  OPTIONS

During  the  year  ended September 30, 2003 the Company granted stock options to
related  parties  of  25,000  shares  of common stock at $1.00 per share (net of
subsequent  cancellations),  which  will  expire  on  December  31,  2006.

On the date of the grant the fair value of outstanding shares of the Company was
less  than  $1.00  and  therefore  no  value  was  recorded.

6.     SIGNIFICANT  TRANSACTIONS  WITH  RELATED  PARTIES

Officer-directors and key consultants have acquired 56% of the outstanding stock
and  have  received  the  stock  options  outlined  in  Note  5.


                                      -9-
<PAGE>





                             STARBERRYS CORPORATION
                           (Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2003


7.     DEPOSITS  PURSUANT  TO  LETTER  OF  INTENT  AND TO PURCHASE     AGREEMENT

The  Company  signed  a  Letter  of Intent on November 29, 2002, and amended and
extended  on March 13, 2003, and further extended on June 25, 2003, with eVision
Technologies Inc. and Mr. Ken Turpin (the "Vendors") outlining the general terms
of a proposed acquisition by the Company or its assigns for $5,000,000 of all of
the  assets  and  intellectual  property  related  to  the
CBN  and  "Color  by Numbers" business owned by the vendors.  The acquisition is
subject to, amongst other items, completion of due diligence satisfactory to the
Company,  negotiating  a  definitive purchase agreement and the obtaining of the
required  financing for the purchase.  In consideration for certain undertakings
given by the Vendors, the Company agreed to make monthly payments of CDN $50,000
commencing January 1, 2003 and payments of CDN $300,000 on June 30, 2003 and CDN
$200,000  on  August  15,  2003  as  deposits  toward the agreed purchase price.

On  April  9,  2003  the  Company  signed  a  Definitive Purchase Agreement with
Malaremastastarnas  Riksforening,  the  owner of all the shares of Skandinaviska
Farginstituter  AB  (the  Scandinavian Colour Institute or "SCI") which owns the
colour  notation  system  Natural  Color  Systems  ("NCS"),  subject  to certain
conditions, containing the terms of an acquisition by the Company or its assigns
for  a price of SEK 35,000,000 of all shares of SCI.  Pursuant the terms of that
agreement the Company made payments of $1,154,327 into an escrow account as part
payment  toward  the  purchase  price.  The  Company subsequently failed to make
further  payments  on  the  contracts and by mutual agreement the contracts were
cancelled  and  the  moneys  paid  were  expensed.

9.     GOING  CONCERN

The  Company does not have the working capital necessary to service its debt and
for any future planned activity which raises substantial doubt about its ability
to  continue  as  a  going  concern.

Continuation  of  the  Company  as  a  going concern is dependent upon obtaining
additional  working  capital  and  the management of the Company has developed a
strategy,  which  it  believes will accomplish this objective through additional
equity  funding, long term debt, and contributions to capital by officers, which
will  enable  the  Company  to  conduct  operations  for  the  coming  year.


                                      -10-
<PAGE>











                 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
                               PLAN OF OPERATIONS


     Starberry's  Corporation,  a  Nevada  corporation  (the  "Company"),  was
incorporated  on October 8, 1998. The Company's executive offices are located in
Vancouver,  British  Columbia.

     The  Company's Articles of Incorporation currently provide that the Company
is  authorized to issue 200,000,000 shares of Common Stock, par value $0.001 per
share,  and  50,000,000  Preferred  Shares.  As  at December 31, 2003 there were
11,489,848  Common  Shares  and  no  Preferred  Shares  outstanding.

     On  November  24,  1998 the Company acquired the exclusive rights to market
high quality cigars through a climate controlled kiosk merchandise display case,
known  as  the  King Climate Control, by the payment of $50,000. The Company did
not  proceed  with  this  new  business  and  in  2000  abandoned  the activity.

     In  November  2002  the  Company  signed  a  Letter  of Intent with eVision
Technologies  Corporation and Ken Turpin (founder / inventor) to acquire 100% of
the  assets  related to the business of Colour By Number ("CBN"). The CBN System
is  a  digital  color  management  system  providing  one  color language across
industries  and  materials,  empowering  architects,  designers,  contractors,
retailers  and  consumers to take full control of their choice and use of color.

     The  Company  was  unsuccessful  in  raising the financing to complete this
acquisition,  which  has  been  abandoned.

     In  addition, the Company signed a Letter of Intent on 19 January 2003 with
Malaremastarnas  Riksforening,  the  owner  of  all  the shares of Skandinaviska
Farinstituter  AB  ("SCI"  or  the Scandinavian Colour Institute) which owns the
colour  notation system Natural Color Systems ("NCS") and the Scandinavian Color
School,  outlining the general terms of a proposed acquisition by the Company of
all  of  the  shares  of  SCI.  On April 9, 2003 the Company signed a Definitive
Purchase  Agreement  to complete the acquisition, subject to certain conditions,
of  all  the shares of SCI for a price of SEK 35,000,000. Subsequent to June 30,
2003  that Agreement was amended to change the Closing Date from August 31, 2003
to November 30, 2003. NCS is the leading colour notation system in Europe and is
also highly regarded around the world. It is the national standard for colour in
Sweden,  Norway,  Spain  and  South  Africa.

     The  Company  was  unsuccessful  in  raising the financing to complete this
acquisition,  and  it  has  also  been  abandoned.

     The  Company has no revenue to date from its operations, and its ability to
affect  its  plans  for the future will depend on the availability of financing.
Such financing will be required to enable the Company to acquire new businesses.
The  Company  anticipates  obtaining such funds from its officers and directors,
financial institutions or by way of the sale of its capital stock under an SB-2.
However,  there  can  be  no  assurance  that  the Company will be successful in
obtaining additional capital for such business acquisitions from the sale of its
capital  stock,  or  in  otherwise  raising  substantial  capital.

     When used in this discussion, the words "believe", "anticipates", "expects"
and  similar  expressions  are  intended to identify forward-looking statements.
Such  statements  are  subject  to  certain risks and uncertainties, which could
cause  actual  results  to  differ  materially from those projected. Readers are
cautioned not to place undue reliance on these forward-looking statements, which


                                      -11-
<PAGE>



speak  only  as  of  the  date  hereof.  The Company undertakes no obligation to
republish  revised forward-looking statements to reflect events or circumstances
after  the  date  hereof  or  to reflect the occurrence of unanticipated events.
Readers  are also urged to carefully review and consider the various disclosures
made  by  the Company that attempt to advise interested parties of factors which
affect the Company's business, in this report, as well as the Company's periodic
reports  on  Forms 10-KSB, 10-QSB and 8-K filed with the Securities and Exchange
Commission  (the  "SEC").

     The  Company's financial statements are stated in United States Dollars and
are  prepared  in  accordance  with  United States Generally Accepted Accounting
Principles.

RISK  FACTORS

     There are certain inherent risks which will have an effect on the Company's
development in the future and some of these risk factors are noted below but are
not  all  encompassing  since  there  may be others unknown to management at the
present  time which might have an impact in the future on the development of the
Company.

1.   FUTURE  TRADING IN THE COMPANY'S STOCK MAY BE RESTRICTED BY THE SEC'S PENNY
     STOCK  REGULATIONS  WHICH MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL
     THE  COMPANY'S  SHARES  WHEN,  AND  IF,  THE  SHARES ARE EVENTUALLY QUOTED.

     The  SEC has adopted regulations which generally define "penny stock" to be
any  equity  security  that  has a market price (as defined) less than $5.00 per
share  or  an  exercise  price  of less than $5.00 per share, subject to certain
exceptions.  The Company's shares most likely will be covered by the penny stock
rules, which impose additional sales practice requirements on broker-dealers who
sell  to  persons  other  than established customers and "accredited investors."
The  term  "accredited investor" refers generally to institutions with assets in
excess  of $5,000,000 or individuals with a net worth in excess of $1,000,000 or
annual  income  exceeding  $200,000  or $300,000 jointly with their spouse.  The
penny  stock  rules  require  a broker-dealer, prior to a transaction in a penny
stock  not  otherwise  exempt  from  the  rules,  to deliver a standardized risk
disclosure  document  in  a  form prepared by the SEC which provides information
about  penny stocks and the nature and level of risks in the penny stock market.
The  broker-dealer  also  must  provide  the customer with current bid and offer
quotations  for  the  penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value  of  each  penny  stock held in the customer's account.  The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and  must  be  given  to  the  customer in writing before or with the customer's
confirmation.  In  addition,  the  penny  stock  rules  require  that prior to a
transaction  in  a  penny  stock  not  otherwise  exempt  from  these rules, the
broker-dealer  must make a special written determination that the penny stock is
a  suitable  investment  for  the  purchaser and receive the purchaser's written
agreement to the transaction.  These disclosure requirements may have the effect
of  reducing the level of trading activity in the secondary market for the stock
that  is  subject  to  broker-dealers to trade in the Company's securities.  The
Company  believes that the penny stock rules discourage investor interest in and
limit  the  marketability  of,  its  common stock when, and if, it is called for
trading.  The Company feels that its shares will be considered to be penny stock
when  the  shares  are  finally  quoted.

2.   THE  COMPANY  IS  UNCERTAIN IF IT WILL BE ABLE TO OBTAIN ADDITIONAL CAPITAL
     NECESSARY  FOR  ITS  DEVELOPMENT.

     The  Company has incurred a cumulative net loss for the period from October
8,  1998 (date of inception) to December 31, 2003 of $2,087,305.  As a result of


                                      -12-
<PAGE>



these  losses  and negative cash flows from operations, the Company's ability to
continue  operations  will  be  dependent  upon the availability of capital from
outside sources unless and until it achieves profitability.  It can only achieve
profitability  if  an  ore  body  is  found  on  the  Bridge  claim.

3.   WHETHER  THE  COMPANY  WILL  CONTINUE  TO  BE  A  GOING  CONCERN

The  Company's  auditors, in the audited financial statements as at September 30
2003,  have indicated a concern in their audit opinion as to whether the Company
will  be  able to raise sufficient funds to complete its objectives and, if not,
indicates  that  the  Company  might not be able to continue as a going concern.
Without  adequate  future  financing, the Company might cease to operate and the
existing  shareholders  and  any  future  shareholders  will  lose  their entire
investment.

4.   THE  PRESENT  SHAREHOLDERS  HAVE  ACQUIRED  SHARES  AT EXTREMELY LOW PRICES

     All  present  shareholders  have  acquired shares at $0.001 per share.  The
Company  does  not  intend to issue further shares at this price; hence, any new
investors  would  pay  a  higher  price and immediately suffer a dilution in the
value  of  their  shares.

5.   FUTURE  ISSUANCE  OF  STOCK  OPTIONS,  WARRANTS  AND/OR  RIGHTS WILL HAVE A
     DILUTING  FACTOR  ON  EXISTING  AND  FUTURE  SHAREHOLDERS

     The grant and exercise of stock options, warrants or rights to be issued in
the  future  would  likely  result  in  a dilution of the value of the Company's
common  shares  for  all shareholders. At present, the Company has granted stock
options  to  related parties of 25,000 shares of common stock at $1.00 per share
as  noted on page 9 of this report and may in future issue further stock options
to  officer,  directors  and  consultants  which will dilute the interest of the
existing  and future shareholders.  Moreover, the Company may seek authorization
to  increase  the  number  of  its  authorized  shares  and  to  sell additional
securities  and/or rights to purchase such securities at any time in the future.
Dilution  of the value of the common shares would likely result from such sales.

6.   THE  COMPANY  DOES  NOT  EXPECT  TO  DECLARE  OR  PAY  ANY  DIVIDENDS

     The  Company  has  not  declared  or paid any dividends on its common stock
since  its  inception,  and it does not anticipate paying any such dividends for
the  foreseeable  future.


7.   CONFLICT  OF  INTEREST

     Some  of  the  Directors  of the Company are also directors and officers of
other  companies  and  conflicts  of  interest may arise between their duties as
directors  of  the  Company  and  as  directors and officers of other companies.

8.   CONCENTRATION  OF  OWNERSHIP  BY  MANAGEMENT.

     The  management of the Company, either directly or indirectly, owns 735,000
shares.  Even  though  this only represents 6.38 % of the issued and outstanding
shares,  it  might  be  difficult  for any one shareholder to solicit sufficient
votes  to  replace the existing management. Therefore, any given shareholder may
never  have  a  voice  in  the  direction  of  the  Company.


                                      -13-
<PAGE>



9.   KEY-MAN  INSURANCE

     The  Company  carries no key-man insurance.  In the event that Mr. Erickson
either  departed  the  Company  or  passed  away, the Company would not have the
available  funds  to attract an individual of similar experience.  Management is
considering  obtaining  key-man insurance once it has sufficient funds to do so.

10.  NUMBER  OF  EMPLOYEES  AND  NUMBER  OF  FULL-TIME  EMPLOYEES

     All the directors devote some time to the Company but none of them are full
time  since  they  have  other occupations, which requires the majority of their
time.  As  a  group,  the directors and officers devote approximately 10 hours a
month  to  the affairs of the Company.  There are no employees in the Company at
the  present  time  and  therefore  no  full  time  employees.

11.  RECENTLY  ENACTED  AND  PROPOSED  REGULATORY  CHANGES

     Recently enacted and proposed changes in the laws and regulations affecting
public companies, including the provisions of the Sarbanes-Oxley Act of 2002 and
rules  proposed by the SEC and NASDAQ could cause the Company to incur increased
costs  as  it  evaluates  the  implications  of  new  rules  and responds to new
requirements.  The  new  rules  will  make  it more difficult for the Company to
obtain  certain  types  of insurance, including directors and officers liability
insurance,  and  the  Company  may be forced to accept reduced policy limits and
coverage  or  incur  substantially  higher  costs  to obtain the same or similar
coverage.  The  impact of these events could also make it more difficult for the
Company  to attract and retain qualified persons to serve on the Company's board
of directors, or as executive officers.  The Company is presently evaluating and
monitoring  developments  with  respect  to these new and proposed rules, and it
cannot  predict  or  estimate the amount of the additional costs it may incur or
the  timing  of  such  costs.


LIQUIDITY  AND  CAPITAL  RESOURCES

     As at December 31, 2003, the Company had assets of $105, and liabilities of
$1,466,094.  The  liabilities  include  accounts  payable  of  $274,877,

There  has  been  no  change  in the Company's financial position since its last
fiscal  year.

The Company has incurred certain expenses during the three months ended December
31,  2003  as  follows:

<TABLE>
<CAPTION>




EXPENDITURE                                       AMOUNT
<S>                                    <C>       <C>
Accounting and audit. . . . . . . . .  i         $ 1,375
Bank Charges. . . . . . . . . . . . .                 76
Edgar filing fees . . . . . . . . . .  ii          2,458
Foreign exchange loss . . . . . . . .  iii         9,055
Legal fees. . . . . . . . . . . . . .  iv         20,755
Office expenses . . . . . . . . . . .  v             644
Transfer agent's fees . . . . . . . .  vi          1,449
                                                 -------
   Total expenses before other losses             35,812
   Interest expense . . . . . . . . .  vii        18,750
                                                 -------
   Net loss for the year. . . . . .          .  $ 54,562
                                                ========
</TABLE>


                                      -14-
<PAGE>



i.   The  Company  accrued  $500  in fees to its auditors for the review of this
     Form  10-QSB  and  $750  in  fees  to  its  Chief Financial Officer for the
     preparation  of the financial statements and 10-QSB. An additional $125 was
     accrued  for  the  year  end  audit.

ii.  The  Company  has  incurred  certain  expenses  during the three months for
     filing  its  various  disclosure  forms  with  the SEC, including the Forms
     10-QSB  for  June  2003  and  December  2003  and  a  Form  8-K.

iii. Loss  on  foreign  exchange  consists  of the difference between the US and
     Canadian  exchange  rate  on  monies  expended  by  the Company in Canadian
     dollars.

iv.  Legal  fees  of  $20,755  were  incurred  during  the  year.

v.   Office expenses consist of miscellaneous expenses incurred during the year.

vi.  Transfer  agent  fees include the annual registration fee of $1,200 charged
     by  the transfer agent during the year. Additional fees consist of transfer
     fees,  shareholder  list  and  interest charges on the balance outstanding.

vii. Interest  expense is accrued on the note payable to Glencoe Capital Inc. at
     a  rate  of  15%  per  annum  for  three  months.

Estimated  expenses  over  twelve  months  and  required  funds:

<TABLE>
<CAPTION>




                                    Requirements
                                        for
Expenditures                       twelve months
---------------------              --------------
<S>                    <C>             <C>
Accounting and audit.    1             $11,000
Bank charges. . . . .                    1,500
Filing fees . . . . .    2               1,210
Legal fees. . . . . .    3              25,000
Office. . . . . . . .    4               1,000
Telephone . . . . . .    5               3,500
Transfer agent's fees    6               2,900
Travel and promotion.    7              20,000
                                       -------

  Estimated expenses.           $       66,110
                                       =======
</TABLE>





1.   Accounting  and  auditing  expense  has  been  projected  as  follows:


<TABLE>
<CAPTION>




Filing                        Accountant   Auditors    Total
----------------------------  -----------  ---------  --------
<S>                           <C>          <C>        <C>
Form 10-QSB - March 31, 2004  $     1,000  $     500  $  1,500
Form 10-QSB - June 30, 2004.        1,000        500     1,500
Form 10-KSB - Sept. 30, 2004        2,500      4,000     6,500
Form 10-QSB - Dec. 31, 2004.        1,000        500     1,500
                              -----------  ---------  --------

                              $     5,500  $   5,500  $ 11,000
                              ===========  =========  ========
</TABLE>


                                      -15-
<PAGE>



2.   The  Company  pays  $300 for filing of its Form 10-KSB and $200 for each of
     its Forms 10-QSB's. It is estimated that this expense will be approximately
     $900  during  the next twelve months. In addition, the Company will incur a
     cost  for  filing the Annual List of Directors and Officers to the State of
     Nevada to maintain the Company in good standing for the next twelve months.
     The  annual  charge  for  filing  this  form  is  $310.

3.   Legal fees are estimated based on the previous year's fees. It is estimated
     that the fees in 2004 will be much lower, since in the year ended September
     30,  2003,  there were some unusual start up fees regarding negotiations of
     the  letters  of  intent  and  financing  agreements.

4.   Relates  to  photocopying, faxing and courier, in addition to miscellaneous
     expenses  incurred  by  the  directors.  The  estimate  of these charges is
     approximately  $80  per  month  for  12  months.

5.   The  estimate  of  telephone  expenses  to  conduct  Company  business  is
     approximately  $300  per  month  for  12  months.

6.   The Company is charged $1,200 per annum by Nevada Agency and Trust Company.
     Additional  stock transfer and original issue fees of $1,300 are estimated.
     The Company has calculated $400 in late interest charges for the next year.

7.   Travel  and  promotion  expenses  have  been  estimated  at  $20,000. These
     expenses  may be incurred by the directors who may incur travel expenses to
     find  a  new  project  for  the  Company,  and  to  obtain  financing.

As  mentioned  previously, the Company does not have sufficient funds to pay any
of the above noted expenses other than if its directors and officers continue to
contribute  funds  to  the  Company.

At  the  present  time,  the  Company has no contractual obligations for leasing
premises.

At present, the directors devote time to the affairs of the Company as required.
There  are  no  plans  to  hire  any  employees  at this time.  The Company will
continue  to use the services of consultants in the furtherance of the Company's
goals.

                         ITEM 3. CONTROLS AND PROCEDURES
                         -------------------------------

(a)     Evaluation  of  Disclosure  Controls  and  Procedures
-------------------------------------------------------------

The  Company's  Chief  Executive  Officer  and  Chief  Financial  Officer, after
evaluating  the  effectiveness  of  the  Company's  controls  and procedures (as
defined  in the Securities Act of 1934 Rule 13a 14(c) and 15d 14 (c) of the date
within  45  days  of  the  filing  of  this quarterly report on Form 10-QSB (the
"Evaluation Date"), have concluded that as of the Evaluation Date, the Company's
disclosure  controls  and  procedures were adequate and effective to ensure that
material  information  relating  to  it  would  be  made  known to it by others,
particularly during the period in which this quarterly report on Form 10-QSB was
being  made.

(b)     Changes  in  Internal  Controls
        -------------------------------

There were no significant changes in the Company's internal controls or in other
factors  that  could  significantly affect the Company's disclosure controls and


                                      -16-
<PAGE>



procedures  subsequent  to the Evaluation Date, nor any significant deficiencies
or  material  weaknesses  in  such  disclosure controls and procedures requiring
corrective  actions.

                         PART 11.     OTHER INFORMATION


ITEM  1.          LEGAL  PROCEEDINGS

There  are  no legal proceedings to which the Company is a party or to which its
property  is subject, nor to the best of management's knowledge are any material
legal  proceedings  contemplated.

ITEM  2.         CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

None

ITEM  3.         DEFAULTS  IN  SENIOR  SECURITIES

None

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

Not  Applicable

ITEM  5.     OTHER  INFORMATION

On  February  5,  2004,  the  Company  dismissed  Sellers & Andersen, LLC as the
independent  accountants.   This  action  was  approved  by the directors of the
Company.  The  Company  appointed  Madsen  &  Associates,  CPA's  Inc.  as  the
independent  accountants.

The  reports  of  Sellers  &  Andersen  LLC  for  the financial statements as at
September  30, 2002 and through the subsequent interim periods ended February 5,
2004,  contained  no  adverse  opinion  or  disclaimers  of opinion and were not
modified  or  qualified  as  to  audit  scope  or accounting principles, but did
contain  modifications  as  to  the  Company's  ability  to  continue as a going
concern.

During  the  fiscal  year  ended  September 30, 2002, and through the subsequent
interim  period  ended February 5, 2004, to the best of the Company's knowledge,
there  have been no disagreements with Sellers & Andersen, LLC on any matters of
accounting  principles  or  practices,  financial statement disclosure, or audit
scope  or  procedures, which disagreement if not resolved to the satisfaction of
Sellers  &  Andersen, LLC would have caused them to make reference in connection
with  its  report  on  the  financial  statements of the Company for such years.

During  the fiscal year ended September 30, 2002, and through subsequent interim
period  ended  February  5,  2004,  Sellers  &  Andersen, LLC did not advise the
Company  on  any  matters set forth in Item 304 (a)(1)(iv)(B) of Regulation S-B.

For  the  financial statements for the fiscal years ended September 30, 2002 and
2001,  the  Company  has  not  consulted  with  Madsen  &  Associates CPA's Inc.
regarding  (i)  the  application  of  accounting  principles  to  a  specific
transaction,  either  completed  or  proposed, or the type of audit opinion that
might  be  rendered on the Company's financial statements, and no written report
or  oral advice was provided to the Company by concluding there was an important
factor  to  be  considered  by  the  Company  in  reaching  a  decision as to an
accounting,  auditing  or financial reporting issue; or (ii) any matter that was


                                      -17-
<PAGE>



either  the  subject  of  a  disagreement,  as  that term is defined in Item 304
(a)(1)(iv)(A) of Regulation S-B or an event, as that term is defined in Item 304
(a)(1)(iv)(B)  of  Regulation  S-B.

ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

The  exhibits  required  to  be filed herewith by Item 601 of Regulation S-B, as
described  in  the  following  index  of  exhibits,  are  incorporated herein by
reference,  as  follows:

(a)  Exhibits

(1)  Certificate  of  Incorporation  incorporated  herein  by  reference  to the
     Company's  Registration  Statement  on  Form  10-SB filed on March 9, 1999;

(2)  Articles of Incorporation incorporated herein by reference to the Company's
     Registration  Statement  on  Form  10-SB  filed  on  March  9,  1999;  and

(3)  By  laws  incorporated  herein  by  reference to the Company's Registration
     Statement  on  Form  10-SB  filed  on  March  9,  1999.

99.1 Certification of the Chief Executive Officer Pursuant to Section 906 of the
     Sarbanes-Oxley  Act  of  2002

99.2 Certificate Pursuant to 18 U.S.C Section 1350 signed by the Chief Executive
     Officer

99.3 Certification of the Chief Financial Officer Pursuant to Section 906 of the
     Sarbanes-Oxley  Act  of  2002

99.4 Certificate  Pursuant  to  18  U.S.C.  Section  1350  signed  by  the Chief
     Financial  Officer

(b)  Reports  on  Form  8-K

(i)  Forms  8-K  incorporated  herein  by  reference  to the Company's filing on
     January  7,  2003  announcing  that  the  change  of auditors from Andersen
     Andersen  & Strong to PriceWaterhouse Coopers as described on Form 8-K July
     12,  2002  was  not  implemented.

(ii) Form  8-K  incorporated  herein by reference to the Company's filing on May
     28,  2003  announcing  the  purchase  agreement  with  the Swedish Painting
     Contractors  Association.

(iii)  Form  8-K  incorporated  herein  by  reference to the Company's filing on
     October  10,  2003 announcing the resignation of John Goodwin as President,
     Chief  Executive  Officer  and  Director,  and the appointment of Ronald P.
     Erickson  as  President  and  Chief  Financial  Officer  of  the  Company.

(iv) Form  8-K  incorporated  herein  by  reference  to  the Company's filing on
     November  3,  2003  announcing  the  resignation  of  Ken  Tolmie  as Chief
     Financial Officer and Secretary and the appointment of Mary Hethey as Chief
     Financial  Officer  and  Secretary  Treasurer  of  the  Company.

(v)  Form  8-K  filed  on  February  5,  2004  regarding the Company's change of
     certifying  accountants from Sellers & Andersen LLC to Madsen & Associates,
     CPA's  Inc.

(vi) Form  8-K  filed on December 15, 2002 dismissing Andersen Andersen & Strong
     LC  as  certifying  accountants  and  appointing  Sellers & Andersen LLC as
     certifying  accountants.


                                      -18-
<PAGE>



                                   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.



                             STARBERRYS CORPORATION.
                                  (Registrant)


                              By:
                              ------------------------
                                 Ronald Erickson
                            Chief Executive Officer,
                             President and Director

Date:  May 21, 2004


                              By:
                              -------------------------------
                                        Mary  Hethey
                            Chief Financial Officer and Secretary
                                         Treasurer

Date:  May 21, 2004


                                      -19-
<PAGE>