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 Quarter Ended: September 30, 2003

                                       OR

     [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

                         Commission File No. 000-3084133

                                 BLUETORCH, INC.
                                 ---------------

             (Exact name of registrant as specified in its charter)


         Nevada                                             52-1146119
----------------------------                        ------------------------
 (State  of  Incorporation)                            (I.R.S.  Employer  I.D.)



                       One World Trade Center, Suite 800,
                              Long Beach, Ca 90831
                            Telephone (562) 983-8045
          (Address and telephone number of principal executive offices
                        and principal place of business)

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 a period that the registrant was required
to  file such reports), and (2) has been subject to such filing requirements for
the  past  90  days.  Yes  [X]  No  [  ]

As  of  November  11, 2003, the registrant had a total of  174,773,886 shares of
common  stock  issued  and  outstanding.


<PAGE>
                          PART I: FINANCIAL INFORMATION

ITEM  1:  FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>

                                 BLUETORCH, INC.
                      (FORMERLY AUSSIE APPAREL GROUP, LTD.)
                          (A DEVELOPMENT STAGE COMPANY)
                        CONSOLIDATED BALANCE SHEET - SEPTEMBER 30, 2003


<S>                                                            <C>
                                    ASSETS
CURRENT ASSETS:
  cash. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    18,928
                                                               ------------
     Total Current Assets . . . . . . . . . . . . . . . . . .       18,928

PREPAID LICENSING COSTS . . . . . . . . . . . . . . . . . . .      463,326
                                                               ------------

                                                                   482,254
                                                               ============

        LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable. . . . . . . . . . . . . . . . . . . . . .      228,476
  Shares to be issued . . . . . . . . . . . . . . . . . . . .        7,500
  Loans payable, related parties. . . . . . . . . . . . . . .       26,000
  Notes payable . . . . . . . . . . . . . . . . . . . . . . .      335,667
                                                               ------------

          Total current liabilities . . . . . . . . . . . . .      597,643
                                                               ------------

STOCKHOLDERS' EQUITY:
  Preferred Series A, $10 par value; 400,000 shares issued
    and outstanding (Note 7). . . . . . . . . . . . . . . . .    1,058,824
  Preferred Series B, $.001 par value; 590,000 shares issued
    and outstanding (Note 7). . . . . . . . . . . . . . . . .      590,000
  Preferred Series C, $.001 par value; 10,000,000 shares
    issued and outstanding. . . . . . . . . . . . . . . . . .       10,000
  Common Stock, $.001 par value; 950,000,000 shares
    authorized; 193,659,416 shares issued and
    189,659,416   outstanding . . . . . . . . . . . . . . . .       24,164
   Stock purchase warrants, 15,000,000 shares . . . . . . . .      418,326
   Common stock subscriptions receivable. . . . . . . . . . .     (112,500)
   Treasury stock receivable (note 7) . . . . . . . . . . . .   (5,288,824)
  Additional Paid in Capital. . . . . . . . . . . . . . . . .    8,914,532
  Deficit accumulated during the development stage. . . . . .   (5,140,501)


          Total stockholders' equity. . . . . . . . . . . . .     (115,389)
                                                               ------------

                                                                   482,254
                                                               ============

</TABLE>

<TABLE>
<CAPTION>

                                       BLUETORCH, INC.
                            (FORMERLY AUSSIE APPAREL GROUP, LTD.)
                                (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED STATEMENT OF OPERATIONS

<S>                                    <C>                <C>              <C>
                                       FOR THE PERIOD
                                       FOR THE            FOR THE          FROM INCEPTION ON
                                       THREE MONTHS       NINE MONTHS      AUGUST 26, 2002
                                       ENDED              ENDED            THROUGH
                                       SEPT 30, 2003      SEPT 30, 2003    SEPT 30, 2003



REVENUE . . . . . . . . . . . . . . .  $              -   $            -                   -
                                       -----------------  ---------------  ------------------

EXPENSES:
  General and administrative. . . . .           158,639        1,523,739           1,659,800
  Shares issued at a discount in
     exchange for services . . . .. .                 -          166,101             166,101
  Rescission of trademark acquisition           530,000          530,000             530,000
  Writeoff of deferred compensation .                 -        2,784,600           2,784,600
                                       -----------------  ---------------  ------------------

          Total expenses. . . . . . .           688,639        5,004,440           5,140,501
                                       -----------------  ---------------  ------------------

NET LOSS. . . . . . . . . . . . . . .  $       (688,639)  $   (5,004,440)         (5,140,501)
                                       =================  ===============  ==================

BASIC AND DILUTED
  - LOSS PER SHARE. . . . . . . . . .             (0.00)           (0.03)
                                       =================  ===============

WEIGHTED AVERAGE COMMON
  SHARES - BASIC AND DILUTED. . . . .       182,325,574      175,599,031
                                       =================  ===============
</TABLE>


<TABLE>
<CAPTION>

                                                    BLUETORCH, INC.
                                         (FORMERLY AUSSIE APPAREL GROUP, LTD.)
                                             (A DEVELOPMENT STAGE COMPANY)
                                          CONSOLIDATED STATEMENT OF CASH FLOWS


<S>                                                    <C>                    <C>
                                                       FOR THE                FROM INCEPTION ON
                                                       NINE MONTHS            AUGUST 26, 2002
                                                       ENDED                  THROUGH
                                                       SEPT 30, 2003          SEPT 30, 2003




CASH FLOWS (USED FOR) OPERATING ACTIVITIES
        Net loss. . . . . . . . . . . . . . . . . . .  $         (5,004,440)        (5,140,501)
                                                        -------------------    -----------------
    ADJUSTMENTS TO RECONCILE NET LOSS
    TO NET CASH PROVIDED BY (USED FOR)
    OPERATING ACTIVITIES-
        Write off of non-used assets. . . . . . . . .                    -               6,960
        Stock issued for employee compensation,
              services & deferred offering costs. . .               368,662            368,662
        Stock issued for debt conversion costs. . . .                78,750             78,750
        Series C Preferred shares issued in
             exchange for debentures. . . . . . . . .               367,500            367,500
        Discount on stock issued. . . . . . . . . . .               166,101            166,101
        Notes and loans issued for services . . . . .               209,381            209,381
        Interest accrued. . . . . . . . . . . . . . .                10,667             10,667
        Shares issued in settlement pursuant
             to rescission agreement (Note 7). . . .                530,000            530,000
        Cost associated with cancellation of options.             2,784,600          2,784,600

    CHANGES IN OPERATING ASSETS AND LIABILITIES:
    (INCREASE) DECREASE IN ASSETS -
        Prepaid royalties . . . . . . . . . . . . . .               (45,000)           (45,000)
        Intangibles . . . . . . . . . . . . . . . . .                     0           (250,000)

    INCREASE (DECREASE) IN LIABILITIES:
        Accounts payable. . . . . . . . . . . . . . .                99,463            228,476
        Deposits payable. . . . . . . . . . . . . . .               (10,000)           215,000
                                                         -------------------    -----------------
          Total adjustments . . . . . . . . . . . . .             4,560,124          4,671,097

          Net cash used for operating activities. . .              (444,316)          (469,404)
                                                        -------------------    -----------------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES -
       Issuance of notes and loans payable. . . . . .                    -              26,000
       Issuance of convertible debentures . . . . . .               25,000              25,000
       Proceeds of stock subscriptions. . . . . . . .              437,332             437,332
                                                         -------------------    -----------------

   Net Cash Provided By Financing Activities. . . . .                462,332           488,332
                                                         -------------------    -----------------
NET INCREASE (DECREASE) IN CASH . . . . . . . . . . .                18,016             18,928
CASH AND CASH EQUIVALENTS, beginning of period. . . .                   912                   -
                                                       ---------------------  ------------------

CASH AND CASH EQUIVALENTS, end of period. . . . . . .   $             18,928            18,928
                                                        =====================  ==================
                               -
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND
  INVESTING ACTIVITIES -
    Common Shares Issued in satisfaction
      of loans payable                                              133,933            133,933
                                                       =====================  ==================
    Shares to be returned to Treasury . . . . . . . .            (5,985,000)                  -
                                                       =====================  ==================
    Common stock subscription receivable. . . . . . .               112,500            112,500
                                                       =====================  ==================
    Common stock issued for services. . . . . . . . .                40,000             40,000
                                                       =====================  ==================
    Issuance of warrants in connection
         with licensing agreement (Notes 4 & 6) . . .               418,326            418,326
                                                       =====================  ==================

</TABLE>
<TABLE>
<CAPTION>

                              BLUETORCH,  INC.
                      (FORMERLY AUSSIE APPAREL GROUP, LTD.)
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                        FOR THE PERIOD FROM INCEPTION ON
                   AUGUST 26, 2002 THROUGH SEPTEMBER 30, 2003

<S>                                           <C>       <C>      <C>       <C>        <C>      <C>       <C>         <C>
                                              Series  A          Series B             Series C
                                              Preferred Stock    Preferred Stock      Preferred Stock    Common Stock
                                              -----------------  -----------------    ----------------   -------------
                                              Shares    Amount   Shares     Amount     Shares   Amount    Shares     Amount
                                              -------  -------   ------   --------    -------  -------   --------  ----------
At inception on August 26, 2002, as
  restated for effect of reverse
  merger with Aussie Apparel
  (see Note  1 ) . . . . . . . . . . . . . .      -   $      -       -     $    -          -   $    -    97,500,000 $ 1,000

Shares issued in connection with
  merger with Aussie Apparel,
  October 29, 2002 (see Note 1 ) . . . . . .      -          -    610,000     610          -        -    39,590,430   2,639

Shares issued for acquisition
  of tradenames (Note 7) . . . . . . . . . .  400,000  1,058,824                                     -   31,500,000   2,100

Net loss December, 31 2002 . . . . . . . . .       -          -        -        -           -        -           -        -
                                              -------  --------   ------   --------    -------  -------  ----------  ------

Balance at December 31, 2002 . . . . . . . .  400,000  1,058,824  610,000     610           -        -  168,590,430   5,739


Shares issued for compensation
   and service . . . . . . . . . . . . . . .                                         10,000,000  10,000   1,198,125      80
Shares issued to a foreign
   entity for resale , and recorded
   on balance sheet as stock
   subscription receivable . . . . . . . . .                                                                750,000      50
Shares issued in connection
   with conversion of
   convertible debentures. . . . . . . . . .                                                                525,000      35
Creation of stock option / deferred
  Compensation plan

Shares issued for compensation
   and other services. . . . . . . . . . . .                                                               4,993,748   4,883
Shares issued in connection
    with rescission
   of employee stock options . . . . . . . .                                                                 682,147    682
Shares issued  in connection
   with stock subscription . . . . . . . . .                                                                 280,000     56
Rescission of stock option / deferred
   compensation plan

Shares issued in connection
     with conversion
     of series B preferred stock . . . . . .                       (20,000)   (20)                           574,148    574
Shares issued  in connection
   with stock subscription . . . . . . . . .                                                               8,865,818  8,865
Shares issued  as settlement of
    notes payable. . . . . . . . . . . . . .                                                               3,200,000  3,200
Warrants issued in connection
    with license agreement
Shares to be returned to Treasury
    pursuant to rescission agreement (Note 7)

Net loss September 30, 2003
                                              -------  --------   ------   --------  ---------  --------  -----------  ------
Balance at September 30, 2003. . . . . . . .  400,000 $1,058,824 590,000   $   590   10,000,000 $10,000   189,659,416  24,164

</TABLE>
                              BLUETORCH,  INC.
                      (FORMERLY AUSSIE APPAREL GROUP, LTD.)
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                        FOR THE PERIOD FROM INCEPTION ON
                   AUGUST 26, 2002 THROUGH SEPTEMBER 30, 2003

(CONTINUED FROM PREVIOUS PAGE -- SPLIT TABLE)

<TABLE>
<CAPTION>
<S>                                      <C>           <C>               <C>         <C>          <C>
                                                                                                  Deficit
                                                                                                  Accumulated  Total
                                          Stock         Stock options                Additional   during the   stock-
                                          subscription  /deferred         Treasury   paid-in      development  holders'
                                          receivable    compensation      Stock      capital      stage        equity
                                         ------------    -----------    ---------  -----------  --------    ---------
At inception on August 26,
  2002, as restated for
  effect of reverse
  merger with Aussie Apparel
  (see Note  1 ) . . . . .                                                           $       -   $      -     $   1.000

Shares issued in connection
  with merger with Aussie
  Apparel, October 29,
  2002 (see Note 1 ). . .                                                                 2,711                   5,960

Shares issued for
  acquisition of tradenames
    (Note 7)                                                                          4,722,900               5,783,824

Net loss December, 31 2002                      -             -                 -             -     (136,061)  (136,061)
                               ---------  ----------  ------------       -----------    ---------   ---------  ---------

Balance at December 31, 2002                    -             -                 -     4,725,611     (136,061)  5,654,723

Shares issued for compensation
   and services. . . . . .                                                              854,670                  864,750
Shares issued to a foreign
   entity for resale ,
   and recorded
   on balance sheet as stock
   subscription receivable. . .            (112,500)                                    112,450                       -
Shares issued in connection
   with conversion of
   convertible debentures. . . .                                                         78,715                  78,750
Creation of stock option /
  deferred Compensation plan . .                        (2,784,600)                    2,784,600                       -

Shares issued for compensation
   and other services. . . . . .                                                         358,230                  363,113
Shares issued in connection with
   rescission of employee stock
   options .                                                                              47,068                   47,750
Shares issued  in connection
   with stock subscription . . . . . . .                                                  19,544                   19,600
Rescission of stock option / deferred
   compensation plan . . . . . . . . . .                 2,784,600                      (380,250)               2,404,350

Shares issued in connection with
     conversion.
     of series B preferred stock . . . .                                                    (554)                      -
Shares issued  in connection
   with stock subscription . . . . . .  .                                                229,648                  238,513
Shares issued as settlement
   of notes payable.. . . . . . . . .                                                     84,800                   88,000
Warrants issued in connection
    with license agreement. . .                                                          418,326                  418,326
Shares to be returned to
   Treasury pursuant to
   rescission agreement
   (Note 7). . . . . . . .                                                (5,288,824)                          (5,288,824)

Net loss September 30, 2003.                                                                        $(5,004,440) (5,004,440)
                                       ----------    -----------    --------  ---------  ----------  -----------  -----------
Balance at September 30,
2003. . . . . . . . . . .              $ (112,500)   $       -      $        (5,288,824)  9,332,858  $(5,140,501)   (115,389)

</TABLE>

(1)  Description  of  Business:

                           ORGANIZATION AND BUSINESS:

Mercury Software, a Nevada corporation, was incorporated on January 29, 1997 and
its  name was changed to Medex Corp. on June 24, 2002. Aussie Apparel Group Ltd.
("Aussie  Apparel"  or "the Company"), a Nevada corporation, was incorporated on
August  26, 2002.  In October 2002, Medex Corp. issued an aggregate of 6,500,000
(pre-stock  split)  shares  of  its  common  stock to the shareholders of Aussie
Apparel  in connection with the merger of Aussie Apparel with Medex Corp., whose
name  was  then changed to "Aussie Apparel Group Ltd" on October 21, 2002. Since
the  shareholders of Aussie Apparel became the controlling shareholders of MedEx
after  the  exchange,  Aussie Apparel was treated as the acquirer for accounting
purposes.  Accordingly,  the  financial  statements  as  presented  here are the
historical  financial  statements of Aussie Apparel and include the transactions
of  Medex  only  from  the date of acquisition, using reverse merger accounting.
On June 19, 2003, the Company became a "Business  Development  Company" pursuant
to applicable provisions of the Investment Company Act of 1940.

On  June  15, 2003, the Company's Board of Directors approved the formation of a
new  company,  Unboxed  Distributions, Inc., into which the Company subsequently
transferred  all  of  its  trade  names  and operations, including the Bluetorch
license  agreement,  exchange  for  100%  of  the  common  stock  of  Unboxed
Distributions,  Inc.  Accordingly, Unboxed Distributions, Inc. is a wholly owned
subsidiary  of  the  Company  and has been treated as such in these consolidated
financial  statements.  All  intercompany  accounts  and  transactions have been
eliminated  in  consolidation. Subsequently, in October 2003, the Company formed
another new company, Total Sports Distribution, Inc., for the purpose of holding
and  operating  "TSA,"  another  brand  name,  newly  licensed  by  the Company,
subsequent  to  the  balance  sheet  date.

The  Company's  name  was changed to Bluetorch, Inc. effective November 3, 2003.

The  Company is currently a development stage enterprise under the provisions of
Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  7.

Bluetorch,  Inc.,  and  its  subsidiaries  have  licensed brand names, which are
focused  on  providing  apparel  to  the  action sports area, including surfing,
wakeboarding, and skateboarding. The Company plans to develop high tech garments
for  athletes  and participants in these sports as well as designing more casual
lifestyle  clothing  aimed  at  a wider range of consumers. The Company plans to
begin  manufacturing  &  marketing  under  various  brand names. And will market
apparel  to  high end sporting goods stores, mid-tier department stores, as well
as  specialty chains. The "TSA" name, for which a license agreement (with option
to  purchase)  was  signed October 21, 2003, will be marketed to specialty shops
and  to  high  end  sporting  goods  and  specialty  chains.

On  April 7, 2003 the Company effected a 3 to 1 stock split, followed on May 27,
2003  by an additional 5 to 1 stock split. The accompanying financial statements
have  been  restated  to  reflect  these stock splits for all periods presented.

                          INTERIM FINANCIAL STATEMENTS:

The  accompanying  financial  statements  include all adjustments (consisting of
only  normal  recurring  accruals),  which  are,  in  the opinion of management,
necessary  for  a fair presentation of the results of operations for the periods
presented.  Interim  results are not necessarily indicative of the results to be
expected for a full year. The financial statements should be read in conjunction
with  the  financial statements included in the annual report of  Bluetorch, Inc
(formerly  Aussie  Apparel Group LTD) on Form 10-KSB for the year ended December
31,  2002.

                              GOING  CONCERN:

The  accompanying  financial  statements  have  been prepared in conformity with
accounting  principles generally accepted in the United States of America, which
contemplate  continuation of the Company as a going concern. As of September 30,
2003,  the  Company  has  generated no revenues and has incurred losses totaling
$5,140,501 for the period from August 26, 2002 (inception) through September 30,
2003.  Additionally,  as of September 30, 2003 the Company has  negative working
capital  of  $450,715  and  a stockholders' deficit  of $115,389.  These matters
raise  substantial  doubt  about  the  Company's  ability to continue as a going
concern.  These  financial statements do not include any adjustments relating to
the  recoverability and classification of recorded asset amounts, or amounts and
classification  of  liabilities  that  might  be necessary should the Company be
unable  to  continue  as  a  going  concern.

Management plans to take the following steps that it hopes will be sufficient to
provide  the  Company  with  the  ability  to  continue  in  existence.

On  September  8,  2003  the  Company's  subsidiary, Unboxed Distribution, Inc.,
signed  an  agreement  to  license  (with  an  option  to  purchase in 2006) the
"Bluetorch"  tradename  for  apparel  and  certain other product categories. The
Company  is focusing on development and launch of the "Bluetorch" tradename into
the  US  domestic  market  and plans to begin shipping the "Blue Torch" brand to
retail  in  the  4th  quarter  of  2003.

On  June  19,  2003, the Company filed an Offering Circular which authorizes the
Company  to  raise  up  to  $3,000,000  via  sale  of  its common stock. Through
September 30,  2003,  the Company has raised $433,000 against this limit, and an
additional  $237,500  through  November  17,  2003.

In  October  2003,  the  Company entered into an Investment Agreement pursunt to
which  an  investment  advisor  agreed  to  purchase $1,800,000 of the Company's
common  stock  over  a  1  year  period  ending  October  2004.

The Company  has been  working to acquire additional trade names. On October 21,
2003  the Company finalized an agreement to license (with an option to purchase)
the  "TSA" tradename; the Company plans to begin shipping TSA branded product in
the  3rd  quarter  of  2004.

SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

BASIC  AND  DILUTED  EARNINGS  (LOSS)  PER  SHARE:

Basic  earnings  (loss)  per  share  are determined by dividing the net earnings
(loss)  by  the  weighted  average shares of Common Stock outstanding during the
period.  Diluted  earnings  (loss)  per share are determined by dividing the net
earnings  (loss) by the weighted average shares of Common Stock outstanding plus
the  dilutive  effects  of  stock  options,  warrants,  and  other  convertible
securities.  approximately  1,695,000  common  stock  equivalents,  representing
common  shares  eligible  to  be  converted  in  relation  to  Preferred  Stock,
calculated  using  the market price on September 30, 2003, and options have been
excluded  from  the calculation of diluted loss per share, as their effect would
be  anti-dilutive.

COMPREHENSIVE  INCOME:

SFAS  No.  130,  "Reporting Comprehensive Income," establishes standards for the
reporting  and  display  of  comprehensive  income  and  its  components  in the
financial  statements.  As  of September 30, 2003, the Company has no items that
represent  comprehensive  income  and, therefore, has not included a schedule of
comprehensive  income  in  the  financial  statements.

RECENT  ACCOUNTING  PRONOUNCEMENTS

During  April  2003,  the  FASB issued SFAS 149 - "Amendment of Statement 133 on
Derivative  Instruments and Hedging Activities", effective for contracts entered
into  or  modified  after  June 30, 2003, except as stated below and for hedging
relationships  designated  after  June  30,  2003. In addition, except as stated
below,  all  provisions  of  this Statement should be applied prospectively. The
provisions  of this Statement that relate to Statement 133 Implementation Issues
that  have been effective for fiscal quarters that began prior to June 15, 2003,
should  continue  to  be  applied  in accordance with their respective effective
dates. In addition, paragraphs 7(a) and 23(a), which relate to forward purchases
or  sales  of  when-issued securities or other securities that do not yet exist,
should  be  applied  to  both  existing contracts and new contracts entered into
after  June  30,  2003.  The  Company does not participate in such transactions,
however, it is evaluating the effect of this new pronouncement, if any, and will
adopt  FASB  149  within  the  prescribed  time.

During  May  2003,  the FASB issued SFAS 150 - "Accounting for Certain Financial
Instruments  with Characteristics of both Liabilities and Equity", effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is  effective  at the beginning of the first interim period beginning after June
15,  2003. This Statement establishes standards for how an issuer classifies and
measures  certain financial instruments with characteristics of both liabilities
and  equity.  It  requires  that  an  issuer  classify  a freestanding financial
instrument  that  is  within  its  scope  as  a  liability  (or an asset in some
circumstances).  Many of those instruments were previously classified as equity.
Some  of  the  provisions  of  this  Statement  are  consistent with the current
definition  of  liabilities  in  FASB  Concepts  Statement  No.  6,  Elements of
Financial  Statements.  The  Company  is  evaluating  the  effect  of  this  new
pronouncement  and  will  adopt  FASB  150  within  the  prescribed  time.

(2)     Notes  Payable
<TABLE>
<CAPTION>



<S>                                                      <C>
Notes payable to four parties, payable on demand or by
  May 31 2005, issued in exchange for consulting
  and other services, carrying interest at 8% per annum  $  325,000
Plus accrued interest . . . . . . . . . . . . . . . . .  $   10,667
                                                         ----------
Total notes payable . . . . . . . . . . . . . . . . . .  $  335,667
                                                         ==========
</TABLE>



(3)  Convertible  debenture  payable:

On April 1, 2003 the Company issued a $25,000 convertible debenture, convertible
at  holder's  option into common shares at a price equal to the lesser of 75% of
the  lowest  closing  bid price over the 15 trading days prior to conversion, or
100%  of  the  average  closing  prices  bid  over  the 20 trading days prior to
conversion.  The  debenture  was  repaid  during the quarter ended September 30,
2003  and  unamortized  debt  issue  costs  were  charged  to  expense.

(4)  Stockholders'  Equity

During  the  nine  months ended September 30, 2003, the Company issued 9,165,818
common  shares, in exchange for which it received $251,013. An additional $7500,
was received for shares which had not been issued as of September 30, 2003; this
amount  is  reflected  as  a  liability  in  the  accompanying  balance  sheet.

During  the  nine  months ended September 30, 2003, the Company issued 6,191,873
shares of common stock (adjusted for splits) to employees, consultants and other
vendors  for services, for $519,863, the market value of the shares on the dates
issued.  The  total  cost  has  been  reflected  in  charges to the accompanying
financial  statements,  as  follows:  $368,662  has been included in General and
administrative  expense;  the  balance  of $151,201, representing the difference
between  the  value  of services rendered and the market value of shares issued,
has  been  charged  to  shares  issued  at a discount in exchange for services.

During  the  nine  months  ended  September 30, 2003, the Company issued 682,147
shares  of  common  stock  to five current, and former employees in exchange for
their  agreement  to  the  rescission  by  the Company of 33,150,000 options (as
adjusted  for  the  5:1  split  which  took  effect May 21, 2003) which had been
granted  during the quarter ended March 31, 2003. The full $47,750 cost of these
shares,  at  market value at date of issuance, has been charged to "write-off of
deferred  compensation"  expense  in  the  accompanying  financial  statements.

During  the  nine  months  ended  September  30,2003, the Company issued 525,000
shares (as adjusted for splits) of common stock to former holders of convertible
debentures,  which  had  been  converted  to Series B Preferred Stock during the
period from inception through December 31, 2002, in satisfaction for an offer of
inducement  to  convert.  $78,750, the market value of the shares on the date of
issuance,  has  been  reflected  as  debt  conversion  costs.

On  March 7, 2003, the Company issued 750,000 shares (as adjusted for splits) of
common  stock, valued at their market value of $112,500, to a foreign entity for
resale  under  Regulation  S.  As  these  shares have not yet been resold by the
foreign  entity,  and  no  consideration has been received, the shares have been
reflected in Common stock subscriptions receivable on the accompanying financial
statements.

On  June 18, 2003, the Company issued an aggregate of 10,000,000 of its Series C
Preferred Shares to certain officers, directors, and consultants in exchange for
services  provided  of  $367,500,  based  on fair market value of the underlying
common share.. The Series C Preferred Shares are convertible on a 1:1 basis into
shares  of  the  Company's  common  stock.

During  the  quarter  ended  September 30, 2003,  574,148 shares of common stock
were issued in connection with a shareholder's election to convert 20,000 shares
of  Preferred  Series  B.

During the quarter ended September 30, 2003, 3,200,000 common shares were issued
in  satisfaction  of  notes  payable  of  $88,000.

During  the  quarter  ended  September  30, 2003, with shareholder approval, the
Company  issued  warrants for the purchase of 15 million shares of the Company's
common  stock  at  exercise  prices  ranging  from  $.05  to  $.10  per share in
connection  with  a  licensing  agreement  (Note  6). The estimated value of the
options  totaled  approximately  $418,326 at the date of grant. The value of the
options  was  estimated  using  the  Black-Scholes option pricing model with the
following  assumptions:  risk-free  interest  of  5.5%;  dividend  yield  of 0%;
volatility  factor of the expected market price of the Company's common stock of
173.5%;  and  a  term  of  5 years. The value of the warrants was capitalized as
Prepaid  Licensing  costs  and  is  being amortized over the term of the License
Agreement.

(5)  Rescission  of  Options

Previously,  during  the  quarter  ended  March  31,  2003,  the Company granted
33,150,000 options to employees (after giving effect to two forward splits), all
of which would have vested March 2004 through March 2007. In accordance with APB
25,  a $2,784,600 compensation cost was included in deferred compensation costs,
to  be  recognized  over  the  future  vesting  period.

During  the  quarter  ended  June 30, 2003, the Company obtained agreements from
employees  to rescind all of those options, in exchange for a lesser quantity of
common shares to be issued immediately. Accordingly, the $2,784,600 option cost,
previously  deferred,  has  been  charged  to  operations.

(6)     Commitments  &  Contingencies:  License  Agreement

As  of  September  8,  2003,  the  Company  entered  into a licensing agreement,
pursuant  to  the terms of which it is required to pay    royalties of 6% on net
sales of  Bluetorch branded merchandise. Minimum annual royalty payments are  as
follow:  2004   $90,000;   2005   $180,000;   2006  $300,000.

(7)  Subsequent  Events

On  October  21,  2003,  the  Company's  newly  formed  subsidiary,  Total Sport
Distribution, Inc., executed a licensing agreement to manufacture and distribute
apparel  and  various  accessories  bearing  the "TSA " tradename. The agreement
provides  for a 4% royalty, with annual minimum royalty payments as follow: 2004
$28,000;  2005 $140,000; 2006 $320,000; and 2007 $520,000. An "up front" payment
of  $20,000,  representing a prepayment against minimum royalties, is payable in
installments  through  the  1st  quarter  of  2004.The agreement also grants the
Company  an  option,  exercisable  through  2007,  to  purchase  the  tradename.

In  December 2002 the Company acquired various trade names in exchange for cash,
common stock, and Series A Preferred Stock, from Frontier Group, Ltd. The shares
were  issued  but  never  delivered to the seller. The Company contends that the
seller  never  delivered the proper items necessary to market the tradename. The
Parties  began conversations regarding amending the agreement during the quarter
ended  June  30,  2003.  Subsequently, in November 2003, the Company has entered
into  a settlement agreement, pursuant to which that original agreement has been
rescinded.  Accordingly,  the  Company  has  returned all trademarks and related
assets.  Also,  28,200,000 of the Company's common shares plus 400,000 shares of
the  Company's  Preferred Series A have been returned to Treasury with 3,300,000
common  shares retained.

As  the  intent and economic substance of the settlement is in fact an unwinding
of  the  original  Purchase Agreement, all amounts have been reversed out at the
amount  at  which  they were originally recognized. Accordingly, as of September
30,  2003 the Company has provided for the net impact of this agreement as if it
had  been  executed  September  30,  2003. The entire value of the trademarks in
question  has been reversed, and $5,288,824 charged to equity as Treasury Shares
receivable,  pending November 2003, when the transaction was actually completed.
$550,000 has been charged to operations in recognition of settlement expense for
the  original  value  of  the  3,300,000  shares  retained  by  Frontier.

During the period from October 1 2003 through November 11, 2003, the Company has
issued  16,614,470  of  its  common  shares,  broken down as follows:  3,300,000
shares  in  connection  with  rescission of a trademark acquisition, as detailed
above;  4,500,000  shares  issued in repayment of  $112,500 of previously issued
notes  payable;  2,414,470 issued in connection with conversion of 45,000 shares
of  the  Company's  Preferred  Series  B;  and  6,400,000  in  connection  with
investment  agrements.


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

This  information  statement  contains  forward-looking  statements.  For  this
purpose,  any  statements contained herein that are not statements of historical
fact  may be deemed to be forward-looking statements. These statements relate to
future  events  or  to  our future financial performance. In some cases, you can
identify  forward-looking  statements  by terminology such as "may," "predicts,"
"should,"  "expects,"  "plans,"  "anticipates,"  "believes,"  "estimates,"
"potential,"  or  "continue"  or  the negative of such terms or other comparable
terminology. These statements are only predictions. Actual events or results may
differ  materially.  There  are  a number of factors that could cause our actual
results  to  differ  materially  from  these  indicated  by such forward-looking
statements.  These  factors  include  but are not limited to economic conditions
generally  and  in  the  industries  in  which  Bluetorch, Inc  may participate;
competition within Bluetorch, Inc.'s chosen industry, including competition from
much  larger competitors; technological advances and failure by  Bluetorch, Inc.
to  successfully  develop  business  relationships.

Although  we  believe  that  the  expectations  reflected in the forward-looking
statements  are  reasonable,  we  cannot  guarantee  future  results,  level  of
activity,  performance,  or  achievements.  Moreover,  we  do  not  assume
responsibility  for  the  accuracy  and  completeness  of  such  forward-looking
statements. We are under no duty to update any of the forward-looking statements
after  the  date  of  this  information  statement to conform such statements to
actual  results.  The  foregoing  management's discussion and analysis should be
read  in  conjunction  with  the  Company's  financial  statements and the notes
herein.

CRITICAL  ACCOUNTING  POLICY  AND  ESTIMATES

Our  Management's  Discussion and Analysis of Financial Condition and Results of
Operations  section  discusses our consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets  and liabilities at the date of the financial statements and the reported
amounts  of  revenues  and  expenses during the reporting period. On an on-going
basis,  management  will  evaluate  its estimates and judgments, including those
related  to  revenue  recognition,  accrued  expenses, financial operations, and
contingencies  and  litigation. Management will base its estimates and judgments
on  historical  experience  and on various other factors that are believed to be
reasonable  under  the  circumstances,  the  result  of which form the basis for
making judgments about the carrying value of the assets and liabilities that are
not  readily  apparent  from other sources. Actual results may differ from these
estimates  under  different  assumptions  or  conditions.  The  most significant
accounting  estimates  inherent  in  the preparation of our financial statements
include  estimates  as  to  the appropriate carrying value of certain assets and
liabilities  which  are  not  readily  apparent  from other sources, such as the
deferred  tax  asset  valuation.  These  accounting  policies  are  described at
relevant  sections  in  this  discussion  and  analysis  and in the notes to the
consolidated  financial  statements  included  in  our  Quarterly Report on Form
10-QSB  for  the  quarter  ended  September  30,  2003.

LIQUIDITY  AND  CAPITAL  RESOURCES

We had cash totaling $18,928 as of  September 30, 2003. Our
other  assets  were  prepaid  expenses, comprised of  prepaid licensing costs of
$463,326.  Total  assets  at  September 30, 2003 were $482,254. At September 30,
2003 our total liabilities of $597,643 represented $228,476 of accounts payable,
$26,000 of loans payable to related parties,  notes payable of $335,667, and the
obligation to issue securities in the amount of $7,500 representing the proceeds
received  from the private placement of our securities. net of shares previously
issued. The proceeds of the shareholder loans were used both for working capital
as well as for a partial payment against a trade name purchase (a purchase which
was  subsequently  rescinded,  as  disclosed  on  the  financial  statements).
Subsequent  to  September  30,  2003,  the  $335,667of notes payable was reduced
$112,500  via  issuance  of  common  stock.

OUR  PLAN  OF  OPERATION  FOR  THE  NEXT  TWELVE  MONTHS

As  of  September  30,  2003,  we have generated no revenue. We hope to generate
revenue  in  the  next  twelve  months  by  focusing  on the launch of our newly
acquired trade names. We plan to begin shipping the Bluetorch brand to retailers
in the US market in the 4th quarter of 2003 and the TSA brand in the 3rd quarter
of  2004.

In  order to properly develop and market our new product lines, we have incurred
additional  expenses, which are reflected in our statement of operations for the
nine  months  ended September 30, 2003. The operating loss of $5,004,440 for the
nine  months  ended  September 30, 2003 represents expenses including design and
sampling  costs  of  $124,285,  sales  and  marketing   of $153,322, general and
administrative  costs (including legal, accounting and compensation to the chief
executive  officer) totaling $404,069. Other expenses include investment banking
and  related  services  totaling $723,314, as well as $166,101, representing the
cost  of  discounts  given  on  shares  issued during the period. This loss also
includes  other  significant  charges  as  follow:  $78,750  resulting  from the
issuance  of 525,000 shares of common stock in connection with the conversion of
Debentures into Series B Preferred Stock;  $2,784,600, related to the rescission
of  the Company's previously reported deferred compensation plan;   $418,326 for
the  cost  of  common  stock  warrants  issued  in connection with the Company's
obtaining  a  license, with option to buy, for a tradename; And $134,000 related
to  rescission  of  a  trademark  acquisition.

Failure to successfully market and promote our products would hinder our ability
to  increase  the size of our operations and generate additional revenues. If we
are  not  able  to  generate  additional  revenues  adequate  to cover increased
operating  costs,  our  business  may  ultimately  fail.

We  have  cash  equivalents  of  $18,928 as of September 30, 2003. Subsequent to
September  30,  2003, the Company received proceeds of $209,350 from the sale of
its securities. The Company has received commitments from third parties to raise
additional  capital  from  the  sale  of  its  securities.  In  the  opinion  of
management,  available  cash  is  not  sufficient  to  fund  current operations.
However,  management  believes  that it can obtain adequate capital via issuance
and  sale  of  its  securities.

Other  than  on-going merchandising and design of our seasonal product lines, we
are  not,  nor  do  we  anticipate,  conducting  any  research  and  development
activities.  In  the  event  that  we  expand our sales and customer base or, in
particular, if we were to develop or acquire additional trade names, we may need
to  hire  additional employees or independent contractors as well as purchase or
lease  additional  equipment.

ITEM  3.  CONTROLS  AND  PROCEDURES

EVALUATION  OF  DISCLOSURE  CONTROLS  AND  PROCEDURES

As  of  the  end  of  the  period  covered  by  this report, the Company's Chief
Executive  Officer  and the Chief Financial Officer carried out an evaluation of
the  effectiveness  of  the  design  and  operations of the Company's disclosure
controls  and  procedures.  The Company's disclosure controls and procedures are
designed  to  ensure that information required to be disclosed by the Company in
its  periodic  SEC  filings  is recorded, processed and reported within the time
periods  specified in the SEC's rules and forms. Based upon that evaluation, the
Chief  Executive  Officer  and  the  Chief  Financial Officer concluded that the
Company's  disclosure  controls  and procedures are effective in timely alerting
him  to  material information relating to the Company required to be included in
the  Company's  periodic  SEC  filings.

CHANGES  IN  INTERNAL  CONTROLS

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their  evaluation.

                           PART II: OTHER INFORMATION

ITEM  6:  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  Exhibits.

None.

(b)  Reports  on  Form  8-K.

None.

                                   SIGNATURES

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

                            AUSSIE APPAREL GROUP LTD.



November  19,  2003                            By:/s/  Bruce  MacGregor
                                            ---------------------------
                                           Bruce  MacGregor,  President





                                       16