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

                                AMENDMENT NO. 1 TO

                                   FORM 10QSB

(X)      Quarterly report pursuant to Section 13 or 15(d) of the Securities

         Exchange Act of 1934 for the quarterly period ended March 31, 2004

( )      Transition report pursuant of Section 13 or 15(d) of the Securities
         Exchange Act of 1939 for the transition period ____ to______


                       COMMISSION FILE NUMBER 000-28739
                                              ---------


                          CELTRON INTERNATIONAL, INC.
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)


          Nevada                                      91-1903590
__________________________________        __________________________________
(State or other jurisdiction of           (IRS Employer  Identification No.)
 incorporation or organization)


                             563 Old Pretoria Road
                             Midrand, South Africa
                                  011-652-6350
    ------------------------------------------------------------------------
    (Address of Principal Executive Offices, including Registrant's zip code
                              and telephone number)

         --------------------------------------------------------------
         Former name, former address and former fiscal year, if changed


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,), and (2) has been subject to
such filing requirements for the past 90 days. Yes  X     No
                                                   ----      ----

The number of shares of the registrant's common stock as of March 31, 2004:
18,414,975 shares.


Transitional Small Business Disclosure Format (check one):   Yes   No X
                                                                     ---
                                                                        1


                               TABLE OF CONTENTS
                               -----------------

PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

(a)      Balance Sheet
(b)      Statement of Operations
(c)      Statement of Changes in Financial Position
(d)      Statement of Shareholders' Equity
(e)      Notes to Financial Statements

Item 2.  Management's Discussion and Analysis
         of Financial Condition and Results of Operations

Item 3.  Risks

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

Item 2.  Changes in Securities and Use of Proceeds

Item 3.  Defaults On Senior Securities

Item 4.  Submission of Items to a Vote

Item 5.  Other Information

Item 6
(a)      Exhibits
(b)      Reports on Form 8K

SIGNATURES

FINANCIAL DATA SCHEDULE


                          CELTRON INTERNATIONAL, INC.
                   Index to Consolidated Financial Statements

Consolidated Balance Sheet at March 31, 2003 (Unaudited).................  3

Consolidated Statements of Operations for the three
 months ended March 31, 2003 and 2003 (Unaudited)........................  4

Consolidated Statements of Cash Flows for the three
 months ended March 31, 2003 and the year
 ended February 28, 2003 ................................................  5

Notes to Consolidated Financial Statements ..............................  6


                                                                        2
                          CELTRON INTERNATIONAL, INC.
                      Condensed Consolidated Balance Sheet
                           (Unaudited) March 31, 2004

Current assets:
  Cash and cash items                                           $  15,365
  Accounts and notes receivables                                  352,839
  Inventories (Note 3).....................................       176,745
  Other current assets ....................................        19,118
                                                                  -------
                Total current assets ......................       564,067

Property and equipment ....................................       128,161
  Intangible assets........................................       967,578
                                                                  -------
                                                              $ 1,659,806
                                                                =========
                      Liabilities and Shareholders' Deficit

Current liabilities:
  Accounts and notes payable ..............................     $ 963,733
  Other current liabilities ...............................        11,904
                                                                  -------
                Total current liabilities .................       975,637

 Long-term debt............................................       790,545
  Indebtedness to related parties..........................       183,140
                                                                  -------
                Total liabilities .........................     1,949,322
                                                                =========
Shareholders' deficit:
  Common stock.............................................        18,415
Additional paid-in capital ................................     6,679,961
Retained deficit ..........................................     6,987,892)
                                                                ----------
                 Total shareholder's deficit                     (289,516)
                                                                ----------
                                                                1,659,806
                                                                =========

      See accompanying notes to condensed consolidated financial statements












                                                                        3



                          CELTRON INTERNATIONAL, INC.
                Condensed Consolidated Statements of Operations
                                  (Unaudited)
                                                      Three Months Ended
                                                            March 31
                                                      -------------------
                                                        2004       2003
                                                      ----------    -------
Net sales and gross revenues:
 Net sales                                              580,072        -
 Cost of sales                                         (129,783)       -
                                                      ----------    -------
             Gross profit                               450,289        -
Costs and expenses:
 Selling expenses                                         4,931        -
 General and administrative expenses                    533,810        -
 Provision for doubtful accounts and notes              303,400        -
                                                      ----------    -------
             Total costs and expenses                  (842,141)       -

             Operating loss                            (391,852)       -

Other income and expenses:
 Nonoperating income                                     39,853        -
 Loss on sale of equipment                                    -        -
 Interest expense                                        (7,985)       -
                                                      ----------    -------
             Loss before income taxes                  (359,984)       -

Income tax provision (Note _)                               -          -
                                                      ----------    -------
                                                       (359,984)       -

Minority interest in net loss of subsidiary            (154,279)       -
                                                      ----------    -------
              Net loss                                $(514,263)       -
                                                      ==========    =======
Basic and diluted loss per share                      $   (0.03)       -
                                                      ==========    =======
Weighted average common shares outstanding            18,414,975  16,269,000
                                                      ==========    =======
      See accompanying notes to condensed consolidated financial statements











                                                                        4


                          CELTRON INTERNATIONAL, INC.
                Condensed Consolidated Statements of Cash Flows
                                  (Unaudited)


                                                      Three Months Ended
                                                            March 31
                                                      -------------------
                                                        2004       2003
                                                      ----------  -------
                 Net cash used in
                  operating activities               $ (525,726)   $    -
                                                      ----------  -------

Cash flows from investing activities:

 Additions to property and equipment                    (74,162)        -
                                                      ----------  -------
                 Net cash used in
                  investing activities                  (74,162)        -
                                                      ----------  -------
Cash flows from financing activities:
 Proceeds from lines of credit, notes
  payable and current portion of long-term debt         583,741         -

                 Net change in cash
                  and cash equivalents                   16,147         -
                                                      ----------  -------
Cash and cash equivalents:
 Beginning of period                                     31,512         -
                                                      ----------  -------
End of period                                          $ 15,365    $    -
                                                      ========== ========
Supplemental disclosure of cash flow information:
 Cash paid during the period for:
   Income taxes                                        $     -     $    -
                                                      ========== ========
   Interest                                            $     -     $    -
                                                      ========== ========

      See accompanying notes to condensed consolidated financial statements












                                                                        5


                          CELTRON INTERNATIONAL, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 1:  Basis of presentation

The financial statements presented herein have been prepared by the Company in
accordance with the accounting policies in its Form 10-KSB dated December 31,
2003, and should be read in conjunction with the notes thereto.

In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary to provide a fair presentation of
operating results for the interim period presented have been made. The results
of operations for the periods presented are not necessarily indicative of the
results to be expected for the year.

Interim financial data presented herein are unaudited.

Note 2: Income Taxes

The Company records its income taxes in accordance with Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes". The Company
incurred net operating losses during the periods shown on the condensed
financial statements resulting in a deferred tax asset, which was fully allowed
for, therefore the net benefit and expense result in $-0- income taxes.


                              UNAUDITED INFORMATION

The information furnished herein was taken from the books and records of the
Company without audit. However, such information reflects all adjustments which
are, in the opinion of management, necessary to properly reflect the results of
the interim period presented. The information presented is not necessarily
indicative of the results from operations expected for the full fiscal year.

In this report references to "we," "us," and "our" refer to Celtron
International, Inc.

                          FORWARD LOOKING STATEMENTS

This Form 10QSB contains certain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. For this purpose any
statements contained in this Form 10QSB that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the
foregoing, words such as "may," "will," "expect," "believe," "anticipate,"
"estimate" or "continue" or comparable terminology are intended to identify
forward-looking statements. These statements by their nature involve
substantial risks and uncertainties, and actual results may differ materially
depending on a variety of factors, many of which are not within our control.
These factors include but are not limited to economic conditions generally and
in the industries in which we may participate; competition within our chosen
industry, including competition from much larger competitors; technological
advances and failure by us to successfully develop business relationships.

                                                                        6

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

Results of Operations

Since inception, we have experienced losses. We have financed our operations
primarily through the sale of our common stock or by loans from shareholders.
The net loss for the three months ended March 31, 2004 was $541,263, compared
to a net loss of $0 for the same period of 2003. Management attributes the
increase in net loss to the acquisitions by its subsidiary and commencement of
operations.

As of March 31, 2004, we had a working capital deficit of $411,570, compared to
a working capital deficit of $414,124 at December 31, 2003.

Liquidity and Capital Resources

As of March 31, 2004, we had a working capital surplus.  This must be read in
conjunction with the notes to the financial statements of December 31, 2003,
which reveal an unaudited working capital deficit for the period ended December
31, 2003.


Recent Developments

In the first quarter of 2004, the company's subsidiary, Orbtech Holdings,
consummated its acquisitions of CJ Systems (Pty) Ltd. and Credit Pipe (Pty)
Ltd.


 PART II. OTHER INFORMATION

 Item 1. Legal proceedings                                     NONE

 Item 2.  Changes in securities and use of proceeds            NONE

 Item 3.  Defaults on senior securities                        NONE

 Item 4.  Submission of items to a vote                        NONE

 Item 5.  Other information                                    NONE

 Item 6.

  a)      Exhibits                                             NONE
  b)      Reports on 8K








                                                                        7




                                   SIGNATURES
                                   ----------

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

                                           CELTRON INTERNATIONAL, INC.


    Dated: May 20, 2004               By:  Allen Harington
                                           -------------------------
                                           Allen Harington President


    Dated: May 20, 2004              By:   Amanda Harington


                                           -----------------------
                                           Amanda Harington,
                                           Chief Financial Officer


                                                                        8
                           CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Celtron International, Inc. On Form
10QSB  for the three months ended March 31, 2004, as filed with the Securities
and Exchange  Commission on the date hereof, the undersigned certify, pursuant
to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of  2002, that to the best of my knowledge:

 1. The report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and

 2. The information contained in the report fairly presents, in all material
respects, the financial condition and results of the Company.


  Dated: May 20, 2004             By: Allen Harrington
                                     --------------------------
                                      Allen Harrington
                                      Chief Executive Officer



  Dated: May 20, 2004             By: Amanda Harrington
                                      ------------------------
                                      Amanda Harrington,
                                      Treasurer

                                                                        9

                                  CERTIFICATION
                             PURSUANT TO SECTION 302
                         OF THE SARBANES-OXLEY ACT OF 2002

 I, Allen Harrington, certify that:

 1. I have reviewed this report on Form 10-QSB of Celtron International, Inc.

 2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

 3. Based on my knowledge, the financial statements, consolidated financial
statements and other financial information included in this report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the quarter ending
March 31, 2004, as  presented in this report;

 4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including any subsidiaries, is made
known to us by others within those entities, particularly during the period in
which this report is being prepared;

 b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this  report
(the "Evaluation Date"); and

 c) presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

 5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

 a) all significant deficiencies in the design or operation of internal
controls  which could adversely affect the registrant's ability to record,
process,  summarize and report financial data and have identified for the
registrant's  auditors any material weaknesses in internal controls; and

 b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

 6. The registrant's other certifying officers and I have indicated in this
report whether or not there were significant changes in internal controls or
in  other factors that could significantly affect internal controls subsequent
to  the date of our most recent evaluation, including any corrective actions
with  regard to significant deficiencies and material weaknesses.

 Date: May 20, 2004


 Allen Harrington
 -----------------------
 Allen Harrington,
 Chief Executive Officer

                                                                         10
                                  CERTIFICATION
                             PURSUANT TO SECTION 302
                         OF THE SARBANES-OXLEY ACT OF 2002

 I, Amanda Harrington, certify that:

 1. I have reviewed this report on Form 10-QSB of Celtron International, Inc.

 2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

 3. Based on my knowledge, the financial statements, consolidated financial
statements and other financial information included in this report, fairly
present in all material respects the financial condition, results of
operations  and cash flows of the registrant as of, and for,  the quarter
ending March 31, 2004, as presented in this report;

 4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including any subsidiaries, is made
known to us by others within those entities, particularly during the period in
which this report is being prepared;

 b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this  report
(the "Evaluation Date"); and

 c) presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

 5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

 a) all significant deficiencies in the design or operation of internal
controls  which could adversely affect the registrant's ability to record,
process,  summarize and report financial data and have identified for the
registrant's  auditors any material weaknesses in internal controls; and

 b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

 6. The registrant's other certifying officers and I have indicated in this
report whether or not there were significant changes in internal controls or
in  other factors that could significantly affect internal controls subsequent
to  the date of our most recent evaluation, including any corrective actions
with  regard to significant deficiencies and material weaknesses.

 Date: May 20, 2004


 Amanda Harrington
 -----------------------
 Amanda Harrington,
 Chief Financial Officer




















                                                                          11