UNITED STATES
               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 June 30, 2004

[ ]  Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from        to
                               -------   --------

                Commission File Number: 0-50546

                         STARSOFT, INC.
      ----------------------------------------------------
      (Exact name of Registrant as specified in its charter)


        Nevada                                     86-0914052
 ---------------------------                   -----------------
(State or other jurisdiction                   (I.R.S. Employer
of incorporation or organization               Identification No.)

6055 Nelson Avenue, Unit 2103
 Burnaby, B.C., Canada V5H 4L4              (604) 434-0766
-------------------------------        -----------------------------
(Address of principal executive       (Registrant's telephone number,
 offices)                              including area code)


                                None
  -----------------------------------------------------------------
  Former Name, Address and Fiscal Year, If Changed Since Last Report

Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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

We had a total of 2,120,000 shares of common stock issued and
outstanding at June 30, 2004. Our common stock is listed for trading
on the pink sheets under the trading symbol "STSG".

Transitional Small Business Disclosure Format:  Yes     No X


                                1
<PAGE>







                 Part I - Financial Information

Item 1.  Financial Statements

The interim financial statements included herein are unaudited but
reflect, in management's opinion, all adjustments, consisting only
of normal recurring adjustments, that are necessary for a fair
presentation of Registrant's financial position and the results of
our operations for the interim periods presented. Because of the
nature of our business, the results of operations for the three
Months ended June 30, 2004 are not necessarily indicative
of the results that may be expected for the full fiscal year.
































                                  2
<PAGE>




<TABLE><CAPTION>
                          StarSoft, Inc.
                 (A Development Stage Enterprise)
                           Balance Sheet
                             Unaudited
                                                  June 30, 2004
                                                  --------------
A S S E T S
-----------
<S>                                                   <c>
Current Assets
--------------
 Cash                                                 $   1,153
                                                      ---------
  Total Current Assets                                $   1,153
                                                     ----------
  Total Assets                                        $   1,153
                                                     ==========

L I A B I L I T I E S
---------------------
Current Liabilities
 Due from Officer                                         5,350
                                                     ----------
 Total Current Liabilities                                5,350
                                                     ----------
    Total Liabilities                                     5,350
                                                     ----------
S T O C K H O L D E R S'  E Q U I T Y
------------------------------------
Common Stock                                              2,120
  100,000,000 authorized shares, par value
  $.001, 2,120,000 shares issued and outstanding

Additional Paid-in-Capital                               68,880
Accumulated Deficit                                     (75,197)
                                                     ----------
    Total Stockholders' Equity                           (4,197)
                                                     ----------
    Total  Liabilities and  Stockholders' Equity     $    1,153
                                                     ==========

</TABLE>




          See accompanying notes to Financial Statements




                                 3


                          StarSoft, Inc.
                 (A Development Stage Enterprise)
                      Statement of Operations
                            Unaudited
<TABLE><CAPTION>
                        ------------------------------------------------------
                          For three months  For the six months  From Inception
                           ended June 30     ended June 30       to June 30
                          2004       2003    2004       2003        2004
                        ------------------------------------------------------
<S>                        <C>       <C>      <C>        <C>        <C>

Revenues
  Revenues               $    -     $    -   $    -    $    -      $      -
                        ------------------------------------------------------
    Total Revenues            -          -        -         -             -

Expenses:
  General and
  Administrative            329         45     2,937        90        75,212
                        ------------------------------------------------------
    Total Expenses         (329)       (45)   (2,937)      (90)      (75,212)
                        ------------------------------------------------------
Net loss from
Operations                 (329)       (45)   (2,937)      (90)      (75,212)

Other Income and
Expenses:
Interest Income              -           -        -          -            15
                        ------------------------------------------------------
Net Income Before
Taxes                      (329)       (45)   (2,937)      (90)      (75,197)

Provision for Income Taxes:
  Income Tax Benefit        -           -         -          -             -

   Net Income (Loss)   $   (329)       (45)   (2,937)      (90)      (75,197)
                        ======================================================

Basic and Diluted
Earnings Per
Common Share            $ (0.00)    $(0.00)  $ (0.00)  $ (0.00)    $   (0.04)
                        ======================================================

Weighted Average
number of Common
Shares used in per
share calculations      2,120,000 2,120,000 2,120,000  2,120,000    2,120,000
                        ======================================================

</TABLE>

         See accompanying notes to Financial Statements


                                 4


                          StarSoft, Inc.
                 (A Development Stage Enterprise)
                 Statement of Stockholders' Equity
                       As of June 30, 2004
<TABLE><CAPTION>

                           0.001  Paid-In Accumulated  Stockholders'
                   Shares  Par    Capital    Deficit      Equity
                           Value
                   ------------------------------------------------
<S>                <C>      <C>    <C>         <C>          <C>

Balance,
May 4, 1998           -    $-     $-        $-           $-
Stock Issued     1,000,000 1,000   9,000                  10,000
Net Income (Loss)                           (10,000)     (10,000)
                 -------------------------------------------------
Balance December
31, 1998         1,000,000 1,000   9,000    (10,000)         -
Stock Issued-
504              1,220,000 1,220  59,780                  61,000
Net Income (Loss)                           (61,046)     (61,046)
                 -------------------------------------------------
Balance December
31, 1999         2,220,000 2,220  68,780    (71,046)         (46)

Stock Cancelled,
October 24, 2000  (100,000) (100)    100
Net Income (Loss)                             (454)         (454)
                 -------------------------------------------------
Balance December
31, 2000         2,120,000 2,120  68,880   (71,500)        (500)
Net Income (Loss)                             (167)        (167)
                 -------------------------------------------------
Balance December
31, 2001         2,120,000 2,120  68,880   (71,667)        (667)
Net Income (Loss)                             (341)        (341)
                 -------------------------------------------------
Balance December
31, 2002         2,120,000 2,120  68,880   (72,008)      (1,008)
Net Income (Loss)                             (252)        (252)
                 -------------------------------------------------
Balance December
31, 2003         2,120,000 2,120  68,880   (72,260)      (1,260)
Net Income (Loss)                           (2,937)      (2,937)
                 -------------------------------------------------
Balance
June 30, 2004   2,120,000 2,120  68,880   (75,197)       (4,197)
                 =================================================
</TABLE>


          See accompanying notes to Financial Statements

                                  5


                          StarSoft, Inc.
                 (A Development Stage Enterprise)
                      Statement of Cash Flows
<TABLE><CAPTION>
                        ----------------------------------------------
                          For three months         From Inception to
                          ending June 30           June 30, 2004
                          2004       2003
                        ----------------------------------------------
<S>                        <C>       <C>               <C>
Cash Flows from Operating Activities:
  Net Income (Loss)       $2,937   $  (90)            $(75,197)
  Increase in Loans
   Payable                 4,000        -                5,350
  Issuance of Common
   Stock for Expenses          -        -               10,000
                          ------------------------------------
Net Cash Provided from
Operating Activities:     $1,063      (90)             (59,847)
                          ------------------------------------

Cash Flows from Investing Activities:
  Other Assets              -           -                  -
Net Cash Used in
Investing Activities        -           -                  -
                         -------------------------------------
Cash Flows from Financing Activities:
  Proceeds from the Issuance
  of Common Stock           -           -               61,000
                         -------------------------------------
Net Cash Provided from
Financing Activities        -           -               61,000
                         -------------------------------------
Net Increase in Cash      1,063       (90)               1,153
                         -------------------------------------
Cash Balance, Begin Period   90        92                  -
                         -------------------------------------
Cash Balance, End Period  1,153         2                1,153
                         =====================================
Supplemental Disclosures:
Cash Paid for interest   $  -        $  -              $   -
Cash Paid for income taxes  -           -                  -
</TABLE>
Supplemental Disclosure of Non-Cash Investing
and Financing Activities:

 At inception, the Company issued 1,000,000 shares of common stock
 to its officers  and  directors  for  services  performed  and
 payments made on the Company's behalf during its formation.  This
 transaction was valued at $0.01 per share or an aggregate  amount
 of $10,000.

          See accompanying notes to Financial Statements

                                 6


                          StarSoft, Inc.
                   Notes to Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization
------------
StarSoft, Inc. ("the Company") was incorporated under the  laws  of
the  State of Nevada on May 4, 1998 for the purpose to promote  and
carry  on  any  lawful  business for which  a  corporation  may  be
incorporated under the laws of the State of Nevada. The company has
a  total of 100,000,000 authorized shares with a par value of $.001
per  share and with 2,120,000 shares issued and outstanding  as  of
June 30, 2004. The Company operated from May 4, 1998  through
approximately  October 31, 2000 developing and  marketing  computer
software. The Company had also planned to offer consulting services
for  software developers but that aspect of the Company's  business
never  materialized. Since October 31, 2000, the Company has ceased
operations and is in the development stage. The Company intends  to
acquire interests in various business opportunities, which  in  the
opinion of management will provide a profit to the Company.

Financial Statement Presentation
--------------------------------
The consolidated unaudited interim financial statements of the Company
as of June 30, 2004 and for the three months ended June 30, 2004,
included herein have been prepared in accordance with the instructions
for Form 10QSB under the Securities Exchange Act of 1934, as amended,
and Article 10 of the Regulation S-X under the Securities Act of 1933,
as amended.  The December 31, 2003 Consolidated Balance Shhet was
derived from audited financial statements, but does not include all
disclosures required by generally accepted accounting principles.
Certain information and note disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such
rules and regulations relating to interim consolidated financial
statements.

In the opinion of management, the accompanying consolidated unaudited
interim financial statements reflect all adjustments, consisting only
of normal recurring adjustments, necessary to present fairly the financial
position of the Company at June 30, 2004, and the results of their
operations for the three months ended June 30, 2004 and 2003 and from
inception to June 30, 2004, and their cash flows for the six months ended
June 30, 2004 and 2003 and from inception to June 30, 2004.

The results of operations for such periods are not necessarily indicative
of results expected for the full year or for any future period.
These financial statements should be read in conjunction with the
audited consolidated financial statements as of December 31, 2003 and
related notes included in the Company's Form 10-KSB filed with the
Securities and Exchange Commission.

Development Stage Enterprise
----------------------------
The Company is a development stage enterprise, as defined in Financial
Accounting Standards Board No. 7. The Company is devoting all of its
present efforts in securing and establishing a new business, and its
planned principal operations have not commenced, and, accordingly, no
revenue has been derived during the organizational period.

                               7

Earnings per Common Share
-------------------------
The Company adopted Financial Accounting Standards (SFAS) No.  128,
"Earnings Per Share," which simplifies the computation of earnings per
share requiring the restatement of all prior periods.

Basic earnings per share are computed on the basis of the weighted
average number of common shares outstanding during each year.

NOTE 2  -  COMMON STOCK
---------------------
During the three months ended June 30, 2004 there were no changes in
the amount of common stock outstanding.

NOTE 3  -  RELATED PARTIES
-----------------------
Marvin Wosk, an officer and director of the Company, is owed $5,350 for
loans that he has made to the Company of which there are no specific
repayment terms.

NOTE 4 - SUBSEQUENT EVENTS
--------------------------
There were no other material subsequent events that have occurred since
the balance sheet date that warrants disclosure in these financial
statements.
                            8


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
        OPERATION.
Plan Of Operation
-----------------
Our  business plan is to seek to acquire or merge with  potential
businesses that may, in our opinion, warrant our involvement.   Our
discretion is unrestricted, and we may participate in any  business
whatsoever  that, in our opinion, may meet the business  objectives
we   have   addressed.   Indeed,  we  may  effectuate  a   business
combination  with another business outside the United  States.   We
have  not  limited the scope of our search to a particular  region.
We  do  not intend to utilize any notices or advertisements in  our
search for business opportunities.

We   will   be  primarily  responsible  for  searching   for   an
appropriate  merger  or  acquisition candidate.   However,  to  the
extent  that  our existing stockholders are aware of any  potential
business acquisition candidates, they are obligated to refer  these
candidates  to  us.  We recognize that as a result of  our  limited
financial,  managerial or other resources, the number  of  suitable
potential  businesses that may be available to us will be extremely
limited.   Our principal business objective will be to  seek  long-
term  growth  potential  in the business in  which  we  participate
rather  than immediate, short-term earnings.  In seeking to  attain
our  business  objectives, we will not restrict our search  to  any
particular  industry.   Rather, we may  investigate  businesses  of
essentially  any  kind  or nature, including  but  not  limited  to
finance,  high  technology, manufacturing,  service,  research  and
development,  communications, insurance, brokerage, transportation,
and others.  Management may also seek to become involved with other
development  stage companies or companies that could be categorized
as "financially troubled."  At the present time, we have not chosen
the  particular area of business in which we propose to engage  and
have not conducted any market studies with respect to any business,
property or industry.

Although  we  believe  that locating and  investigating  specific
business proposals will take at least several months, the time this
process  will  take is difficult to predict.  The  time  and  costs
required  to  select  and evaluate an acquired  business  candidate
(including conducting a due diligence review) and to structure  and
consummate the business combination (including negotiating relevant
agreements  and preparing requisite documents for filing  following
the  provisions  of applicable securities laws and state  corporate
laws) cannot presently be ascertained with any degree of certainty.

We  believe  that  we  will make contact with business  prospects
primarily  through  the  efforts of  our  directors,  officers  and
stockholders, who will meet personally with existing management and
key  personnel,  visit  and  inspect material  facilities,  assets,
products  and services belonging to these prospects, and  undertake
further  reasonable investigation as management deems  appropriate,


                                9

to  the  extent of its limited financial resources.  Some  acquired
business  candidates may be brought to our attention  from  various
unaffiliated    sources,   including   securities   broker/dealers,
investment bankers, venture capitalists, bankers, other members  of
the  financial community, and affiliated sources.  While we do  not
presently  anticipate engaging the services of  professional  firms
that  specialize in business acquisitions on any formal  basis,  we
may  engage these firms in the future, in which event we may pay  a
finder's fee or other compensation.

We  have  not  selected any particular industry or  any  acquired
business in which to our business combination efforts.

We  expect to use attorneys and accountants as necessary, and  do
not anticipate a need to engage any full-time employees so long  as
we are seeking and evaluating business opportunities.  The need for
employees  and  their availability will be addressed in  connection
with the decision of whether or not to acquire or participate in  a
specific  business opportunity.  Although there is no current  plan
to  hire  employees on a full-time or part-time basis, some portion
of  working  capital  may  be used to pay any  part-time  employees
hired.

Until  an active business is commenced or acquired, we will  have
no  employees or day-to-day operations.  We are unable to make  any
estimate  as  to  the  future  number of  employees  which  may  be
necessary,  if  any, to work for the company though  we  doubt  any
employees  will be hired at any time before a combination.   If  an
existing  business  is acquired, it is possible that  its  existing
staff  would  be  hired  by us.  At the present  time,  it  is  our
intention to meet or be in telephone contact at least once  a  week
and  more  frequently, if needed, to review business opportunities,
evaluate  potential acquisitions and otherwise operate the  affairs
of  the  company.  Except for reimbursement of reasonable  expenses
incurred  on  behalf  of  the  company,  management  will  not   be
compensated for these services rendered on behalf of the company.

Our   management   believes  that  current  cash   on   hand   is
insufficient to meet our present and expected capital requirements.
Our  management  currently  anticipates  the  need  for  additional
capital.   Mr. Wosk, our sole officer and director, has  informally
committed to assist us in paying for any fees or expenses we  incur
that  are above our financial resources.  However, we cannot assure
you  that  Mr.  Wosk  will  continue to  have  the  necessary  cash
resources  to  provide  us  with  sufficient  capital  to  stay  in
business.   We do not intend to raise additional funds  by  issuing
equity  or  debt  instruments  or  other  securities  that  may  be
convertible  into  equity  securities,  of  which  there   are   no
agreements or arrangements to do so.

                           10

We   do  not  anticipate  purchasing  or  selling  any  plant  or
significant equipment during the next 12 months.

We  do  not  believe that there will be significant research  and
development expenses during the next 12 months.

We  do  not expect any material significant changes in the number
of employees.

Results of Operations
---------------------
We did not have any revenues for the three months ended June 30,
2004 or for the years ended December 31, 2003 or 2002, therefore,
no comparisons have been made.

We incurred general operating expenses of $329 for the three
months ended June 30, 2004, as compared to $45 for the three
months ended June 30, 2003.

Our net loss for the three months ended June 30, 2004 was $329, as
compared to $45 for the three months ended June 30, 2003. We
have incurred a total net loss of $75,212 since inception.

Liquidity and Capital Resources
-------------------------------
Our total cash in the bank was $ 1,153 at June 30, 2004.

We currently do not have sufficient resources to cover our cash
needs  in  the  next  12  months for expenses  to  be  incurred  in
connection with the preparing and filing of periodic and annual reports
under the Securities and Exchange Act of 1934, as amended, which is
estimated at approximately $5,000.  Presently, Mr. Wosk intends  to
loan  us  cash  to  cover  our operating expenses.   There  are  no
specific  repayment terms for any such loan.  We will  continue  to
rely  on  Mr.  Wosk to support our cash needs for the  next  twelve
months; however, there are no formal or informal agreements for Mr.
Wosk  to continue to loan us capital.  To the extent that Mr.  Wosk
stops  paying  our  expenses, and that we are  unable  to  generate
sufficient revenues and cash flows to pay for our expenses, we  may
be  forced  to seek alternative sources of funding.  There  are  no
assurances  that  additional financing will  be  available,  or  if
available, will be on terms acceptable to us.  If adequate  funding
is  not  available,  we  may not be able to  continue  as  a  going
concern.

In the event we are unable to generate revenues sufficient for
operations, we may need to consider raising additional funds
through loans or the sale of additional equity securities for use in
our day-to-day operations. Currently, no such loans or equity sales
are planned.

                              11

Our auditors have expressed the opinion that in our current
state, there is substantial doubt about our ability to continue as
a going concern; however, they also advised that the going concern
opinion is expected to be alleviated once we have an established
business, have accomplished predictable levels of expenditure and
have attained the financing or income to support those expenditures
for a period in excess of one year.

Accounting Policies
-------------------
The financial statements included herein have been prepared by
our management pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such
rules and regulations for interim financial statements.
Management believes the disclosures made are adequate to make
the information not misleading and recommends that these
unaudited financial statements be read in conjunction with
the audited financial statements and notes included in our
Form 10KSB for the year ended December 31, 2003, filed with
the U.S. Securities and Exchange Commission under CIK Number
0001082696.

The financial statements and accompanying notes are prepared in
accordance with generally accepted accounting principles.
Preparing financial statements requires Management to make
estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. These estimates and assumptions are affected by Management's
application of accounting policies. These important accounting
policies include the successful efforts method of accounting
for property and equipment, revenue recognition, accounting for
income taxes, accounting for environmental matters, and foreign
currency translation.

We have adopted Statement of Financial Accounting Standards
(SFAS) No. 121, Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed of, which provides guidance
on long-lived assets and certain intangibles which are reported at
the lower of the carrying amount or their estimated recoverable
amounts.

We also apply SFAS No. 128, Earnings Per Share, for the
calculation of "Basic" and "Diluted" earnings per share. Basic
earnings per share includes no dilution and is computed by dividing
income available to common stockholders by the weighted average number
of common shares outstanding for the period. Diluted earnings per
share reflects the potential dilution of securities that could
share in our earnings.

                               12


We have also adopted SFAS No. 52, Foreign Currency Translation,
which requires that the translation of the applicable foreign currency
into U.S. dollars be performed for balance sheet accounts using current
exchange rates in effect at the balance sheet date and for revenue and
expense accounts using a weighted average exchange rate during the
period. The gains or losses resulting from such translation are
included in the consolidated statements of stockholders' equity
and comprehensive income.

ITEM 3.   CONTROLS AND PROCEDURES

Within the 90 days prior to the date of this report, we have
performed an evaluation, under the supervision and with the
participation of our Management, of the effectiveness of the design
and operation of our disclosure controls and procedures pursuant to
Exchange Act Rule 13a-14. Based upon the evaluation, our Principal
Executive Officer and Principal Financial Officer concluded that the
current disclosure controls are effective in timely alerting us to
any material information required to be included in our periodic SEC
filings. There have been no significant changes in our internal
controls or in other factors that could significantly affect
internal controls subsequent to the date of this evaluation.

                  PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

A)   The following exhibits, marked with an asterisk and required
to be filed hereunder, are incorporated herein by reference and
can be found in their entirety in our original Form 10-SB
Registration Statement, filed under CIK Number 0001082696 on the
SEC website at www.sec.gov:

<TABLE><CAPTION>

             <c>
Exhibit No.     Description                     Page
----------      -----------                     ----
* 3(i)          Articles of Incorporation
* 3(ii)         Bylaws
  99.1          Sec. 302 Certification           15-16
  99.2          Sec. 906 Certification           17

</TABLE>


B) There were no reports on Form 8-K filed during the quarter
ended June 30, 2004.


                          13


                       SIGNATURES
                       ----------
Pursuant to the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
                                StarSoft, Inc., Registrant

Date:  August 6, 2004           By:/s/ Marvin Wosk, President,
                                CEO, Treasurer, CFO, Secretary
                                and Director





























                                   14