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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION  
Washington, DC 20549

FORM 10-QSB



|[X]   | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities  Exchange Act of 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2004
|----- | -------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                      
|OR    |                                                                                                                                      
|      |                                                                                                                                      
|[   ] | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to           

Commission File No.: 000-30995

PHAGE GENOMICS, INC.



|Nevada                                                         | 98-0232244                          
|-------------------------------------------------------------- | ------------------------------------
|(State of other jurisdiction
of incorporation or organization) | (IRS Employer Identification
Number)

4861 Cambridge Street 
Burnaby, British Columbia
Canada V5C 1H9
(Address of principal executive offices, including zip code.)

(604) 622-6209
(Registrant's telephone number, including area code)

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 [   ]

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Check if no disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is contained herein, and no disclosure will be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [  ]

State Issuer's revenues for its most recent fiscal year. December 31, 2003 - $-0-.

The current market value of the common stock held by non-affiliates on June 30, 2004 was $ 1,301,239. There are approximately 5,914,723shares of common voting stock of the Registrant held by non-affiliates.

Issuers involved in Bankruptcy Proceedings during the past Five Years. Not Applicable.

The number of shares outstanding of the issuer's common stock as of July 31, 2004: 54,150,000





















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PART I.

ITEM 1.   FINANCIAL STATEMENTS

Phage Genomics Inc.
(A Development Stage Company)
June 30, 2004



|                                  | Index
|--------------------------------- | -----
|                                 
|Balance Sheets                    | F-2  
|                                 
|Statements of Operations          | F-3  
|                                 
|Statements of Cash Flows          | F-4  
|                                 
|Notes to the Financial Statements | F-5  

























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|Phage Genomics Inc.                                                     
|------------------------------------------------------------------------
|(A Development Stage Company)                                           
|Balance Sheets                                                          
|(Expressed in U.S. Dollars)                                             
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|ASSETS                                                                  
|                                                                        
|Current Assets                                                          
|                                                                        
|Cash and cash equivalents                                               
|Sales tax receivable                                                    
|Other current assets                                                    
|                                                                        
|Total Current Assets                                                    
|                                                                        
|Property and Equipment, net of accumulated depreciation of $33,736 and  
|$50,252, respectively                                                   
|                                                                        
|Intangible Assets                                                       
|                                                                        
|Total Assets                                                            
|                                                                        
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                   
|                                                                        
|Current Liabilities                                                     
|                                                                        
|Accounts payable                                                        
|Accrued liabilities                                                     
|Loans payable to related parties                                        
|Convertible debt - related party                                        
|Other current liabilities                                               
|                                                                        
|Total Current Liabilities                                               
|                                                                        
|Contingencies (Note 1)                                                  
|                                                                        
|Stockholders' Deficit                                                   
|                                                                        
|Common stock $0.001 par value, 200,000,000 shares authorized; 54,150,000
|shares issued and outstanding                                           
|Additional Paid-in Capital                                              
|Deferred Compensation                                                   
|Accumulated other comprehensive loss                                    
|                                                                        
|                                                                        
|                                                                        
|Deficit Accumulated During the Development Stage                        
|                                                                        
|Total Stockholders' Deficit                                             
|                                                                        
|Total Liabilities and Stockholders' Deficit                             
|                                                                        





F-2
(The Accompanying Notes are an Integral Part of these Financial Statements)

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|Phage Genomics Inc.(A Development Stage Company)
|------------------------------------------------
|Statements of Operations                        
|(Expressed in U.S. Dollars)                     
|(Unaudited)                                     
|                                                
|                                                
|                                                
|                                                
|                                                
|                                                
|                                                
|                                                
|Revenue                                         
|                                                
|                                                
|Selling, General and Administrative             
|                                                
|Research and Development                        
|                                                
|Depreciation                                    
|                                                
|Impairment Loss on Assets                       
|                                                
|Stock-Based Compensation                        
|                                                
|Loss from Operations                            
|                                                
|Other Income                                    
|                                                
|Interest Expense                                
|                                                
|Loss Before Income tax                          
|                                                
|Income Tax Benefit                              
|                                                
|Net Loss                                        
|                                                
|                                                
|Net Loss Per Share - Basic and Diluted          
|                                                
|                                                
|Weighted Average Shares Outstanding             
|                                                













F-3
(The Accompanying Notes are an Integral Part of these Financial Statements)

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|Phage Genomics Inc.                                                      
|-------------------------------------------------------------------------
|(A Development Stage Company)                                            
|Statements of Cash Flows                                                 
|(Expressed in U.S. Dollars)                                              
|(Unaudited)                                                              
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Cash Flows From Operating Activities                                     
|                                                                         
|Net loss                                                                 
|                                                                         
|Adjustments reconciling net loss to net cash used in operating activities
|Depreciation                                                             
|Stock based compensation                                                 
|Impairment Loss                                                          
|                                                                         
|Changes in operating assets and liabilities                              
|Accounts payable and accrued liabilities                                 
|Other current assets                                                     
|                                                                         
|Net Cash Used In Operating Activities                                    
|                                                                         
|Cash Flows From Investing Activities                                     
|                                                                         
|Cash paid for intangible assets                                          
|                                                                         
|Net Cash Used in Investing Activities                                    
|                                                                         
|Cash Flows From Financing Activities                                     
|                                                                         
|Loan received from related party                                         
|                                                                         
|Net Cash Provided By Financing Activities                                
|                                                                         
|Effect of foreign currency exchange rate changes on cash                 
|                                                                         
|Decrease in cash and cash equivalents                                    
|                                                                         
|Cash and cash equivalents at beginning of period                         
|                                                                         
|Cash and cash equivalents at end of period                               
|                                                                         
|                                                                         
|Supplemental Disclosures                                                 
|Interest paid                                                            
|Income taxes paid                                                        
|                                                                         



F-4
(The Accompanying Notes are an Integral Part of these Financial Statements)

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|Phage Genomics Inc.          
|-----------------------------
|(A Development Stage Company)
|Notes to Financial Statements
|June 30, 2004                
|(Expressed in U.S. Dollars)  
|(Unaudited)                  

1. Company Background

Phage Genomics, Inc was originally incorporated under the laws of England and Wales on January 14, 2000 and commenced operations in the UK in May 2000 as Regma Bio Technologies Limited ("Regma"). The name change to Phage Genomics, Inc occurred on February 2, 2004.

On November 2, 2001, Regma entered into an acquisition agreement ("the Agreement") with L.C.M. Equity, Inc. ("L.C.M."). It was agreed that L.C.M. would issue to the owner of Regma 25,000,000 shares of common stock of LCM in exchange for 100% of the registered and fully paid up capital of Regma. The closing date of the Agreement was November 5, 2001 and resulted in the former owner of Regma holding a majority interest in the combined entity.

The acquisition was accounted for as a reverse acquisition of L.C.M. by Regma. As a result, the historical financial statements of Regma prior to the acquisition became the financial statements of the Company. All shares and per share data prior to the acquisition were restated to reflect the stock issuance as a recapitalization of Regma.

On February 1, 2002, L.C.M. Equity, Inc. changed its name to Regma Bio Technologies Limited. ("the Company"). From this date, both the parent company in the USA, and the UK subsidiary company were called Regma Bio Technologies Limited. On April 16, 2002, the UK subsidiary changed its name to THRIP Ltd. On May 7, 2002, THRIP Ltd. entered into creditors voluntary liquidation. Further details are provided in note 5 to this filing. The trade and non-liquid assets of THRIP Ltd. were transferred to Regma Bio Technologies Limited prior to the liquidation, in order that the trade of the group could be continued as normal and without interruption.

The Company has been in the development stage since it commenced operations. It is primarily engaged in scientific research and development in the field of biotechnology. Regma was formed to expedite the development of new bacteriophage and other pharmaceutical products for the treatment of tuberculosis (TB), anthrax and other infectious diseases. The Company will develop platform technologies, apply these technologies to commercial target pathogens, and license the resulting products to pharmaceutical companies.

The accompanying financial statements have been prepared assuming the company will continue as a going concern. As shown in the accompanying financial statements, the Company has generated no revenues since inception. The company has a working capital deficiency of $1,439,718 and has an accumulated deficit of $3,703,248 as of June 30, 2004. The Company is currently reliant on the financial support of Mr C. Harlingten, the chairman and majority stockholder of the Company. The ability of the Company to continue as a going concern depends on this continued financial support and the ability of the Company to raise additional capital in the future. The Company, being a development stage enterprise, is currently undertaking research that will, if successful, mitigate these factors which raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments relating to the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Management is fully aware of the substantial risks relating to its going concern status. Being a US Company quoted on the OTC Bulletin Board gives Phage access to the US markets as a means of raising additional funds. Caisey Harlingten has confirmed that he has no current intention of withdrawing his financial support from the Company.



F-5

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|Phage Genomics Inc.          
|-----------------------------
|(A Development Stage Company)
|Notes to Financial Statements
|June 30, 2004                
|(Expressed in U.S. Dollars)  
|(Unaudited)                  

1. Summary of Significant Accounting Principles

a)     Cash equivalents
The Company considers all investments with an original maturity of three months or less to be a cash equivalent. Due to the short-term nature of these investments, the recorded values approximate fair value.

b)     Use of estimates
In preparing the financial statements in conformity with accounting principles generally accepted in the United States, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from these estimates.

c)     Long-lived assets
Long-lived assets, such as furniture, machinery and equipment and intangible assets such as patents are evaluated for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows from the use of these assets. When any such impairment exists, the related assets will be written down to fair value.

d)     Revenue recognition
Revenues will be recognized in accordance with SAB 104 when there is persuasive evidence of an arrangement, delivery of products has occurred or services have been rendered, the seller's price to the buyer is fixed or determinable and collectibility is reasonably assured. As of June 30, 2004 the Company had generated no revenue.

e)     Foreign currency translation and transactions
The functional currency of the Company is the UK pound sterling and the reporting currency is the US Dollar. In converting from the functional currency to the reporting currency, assets and liabilities of the Company are translated into US dollars at the exchange rate in effect at the year-end. Income and expense items are translated at the average exchange rate for the year. The resulting translation adjustments are recorded within other comprehensive income. Transactions in foreign currencies are recorded using the rate of exchange prevailing at the date of the transaction and the gains or losses on translation are included in the statement of operations.

The average and closing exchange rates during the three-month period ended June 30, 2004 and year ended December 31, 2003, were as follows:



|                       | UK                          
|---------------------- | ----------------------------
|                       | Sterling                    
|Average exchange rates |                             
|                       | Quarter ended June 30, 2004 
|                       | Year ended December 31, 2003
|Closing exchange rate  |                             
|                       | Quarter ended June 30, 2004 
|                       | December 31, 2003           

F-6

-8-

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|Phage Genomics Inc.          
|-----------------------------
|(A Development Stage Company)
|Notes to Financial Statements
|June 30, 2004                
|(Expressed in U.S. Dollars)  
|(Unaudited)                  

1. Summary of Significant Accounting Principles (continued)

f)     Property and equipment
These items are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method. For all fixed assets with the exception of leasehold improvements, this is calculated at 25% per annum and a full year of depreciation is charged in the year of acquisition.

g)     Intangible assets
Intangible assets represent legal costs incurred in establishing patents. These costs are amortized over the useful life of the patent, as determined by management, not to exceed the legal life. No amortization is provided on capitalized patent costs until such time as the patent has been granted.

h)     Financial instruments
Financial instruments held by the Company consist of cash and cash equivalents, sales tax receivable, accounts payable and accrued liabilities and loans to related parties. The fair values of these financial instruments were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Currently the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

i)     Start-up costs
Pursuant to AICPA Statement of Position 98-5, "Reporting on the costs of start-up activities", all costs incurred in the organization and start-up of the Company have been expensed.

j)     Research and development
All research and development expenditures during the period have been generated internally and charged to operations.

k)     Provision for taxes
Income taxes are provided based upon the liability method of accounting pursuant to SFAS No 109 "Accounting for Income Taxes". Under this approach, deferred income taxes are recorded to reflect the tax consequences of future periods of differences between the tax basis of assets and liabilities and their financial reporting amounts at each period end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the 'more likely than not' standard imposed by SFAS No 109 to allow recognition of such an asset.

l)     Recent accounting pronouncements
In December 2003, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 104, "Revenue Recognition" (SAB 104), which supersedes SAB 101, "Revenue Recognition in Financial Statements." The primary purpose of SAB 104 is to rescind accounting guidance contained in SAB 101 related to multiple element revenue arrangements, which was superseded as a result of the issuance of EITF 00-21, "Accounting for Revenue Arrangements with Multiple Deliverables." While the wording of SAB 104 has changed to reflect the issuance of EITF 00-21, the revenue recognition principles of SAB 101 remain largely unchanged by the issuance of SAB 104. The adoption of SAB 104 did not have a material impact on the Company's financial statements.

m)     Reclassifications
Certain reclassifications have been made to the prior year's financial statements to conform to the current year's presentation.



F-7

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|Phage Genomics Inc.          
|-----------------------------
|(A Development Stage Company)
|Notes to Financial Statements
|June 30, 2004                
|(Expressed in U.S. Dollars)  
|(Unaudited)                  

1. Summary of Significant Accounting Principles (continued)

n)     Stock-based compensation

The Company accounts for stock-based awards using the intrinsic value method of accounting in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25). Under the intrinsic value method of accounting, no compensation expense is recognized in the Company's Statements of Operations because the exercise price of the Company's employee stock options equals the market price of the underlying common stock on the date of grant.

Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation," (SFAS 123), established a fair value based method of accounting for stock-based awards. Under the provisions of SFAS 123, companies that elect to account for stock-based awards in accordance with the provisions of APB 25 are required to disclose the pro forma net income (loss) that would have resulted from the use of the fair value based method under SFAS 123.

Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure an Amendment of FASB Statement No. 123" (SFAS 148), amended the disclosure requirements of SFAS 123 to require more prominent disclosures in both annual and interim financial statements regarding the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The pro forma information resulting from the use of the fair value based method under SFAS 123 is as follows:



|                                                     | For the three months | For the six months
|---------------------------------------------------- | -------------------- | ------------------
|                                                     | ended June, 30       | ended June 30,    
|                                                     | 2004                 | 2003              
|                                                     | (unaudited)          | (unaudited)       
|                                                     | $                    | $                 
|                                                     |                      |                   
|Net Income (loss) - as reported                      | (110,036)            | (563,183)         
|Add: Stock-based compensation included in net-loss - |                      |                   
|as reported                                          | -                    | 10,593            
|Deduct: Total stock-based compensation expense       |                      |                   
|determined under fair value based method, net of tax | (28,125)             | (27,328)          
|Pro forma net income (loss)                          | (138,1651)           | (579,918)         
|Basic earnings (loss) per share:                     |                      |                   
|As reported                                          | -                    | (0.02)            
|Pro forma                                            | -                    | (0.02)            
|Diluted earnings (loss) per share:                   |                      |                   
|As reported                                          | -                    | (0.02)            
|Pro forma                                            | -                    | (0.02)            

F-8

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|Phage Genomics Inc.          
|-----------------------------
|(A Development Stage Company)
|Notes to Financial Statements
|June 30, 2004                
|(Expressed in U.S. Dollars)  
|(Unaudited)                  

1. Summary of Significant Accounting Principles (continued)

n)     Stock-based compensation (continued)

The assumptions used are as follows:

June 30,
June 30,2004
2003(unaudited)
(unaudited)Expected dividend yield
0.0%
0.0%Risk-free interest rate
2.0%
2.0%Expected volatility
80%
80%Expected life from vest date (in years)
3.0
3.0

o)     Interim Financial Statements

These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.
2. Related party transactions

Caisey Harlingten, Chairman of the Company, has made advances to the Company in the form of loans, of which the balance owed to Mr. Harlingten at June 30, 2004 was $672,863. This amount includes $29,460, which was loaned to the Company during the quarter ended June 30, 2004. A portion of the loan ($300,000) is in the form of a convertible debenture and is explained in more detail in note 7. The balance of the loan is non-interest bearing, unsecured and without any fixed repayment date.

The Principal Financial Officer of the Company, received $4,400 in management fees during the quarter ended June 30, 2004 (2003: $4,400).



F-9

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|Phage Genomics Inc.          
|-----------------------------
|(A Development Stage Company)
|Notes to Financial Statements
|June 30, 2004                
|(Expressed in U.S. Dollars)  
|(Unaudited)                  

1. Fixed assets, net

June 30,
December 31,2004
2003$
$(unaudited)
(audited)Machinery and equipment
-
23,885Office furniture and fittings
33,721
37,280Leasehold improvements
-
32,80333,721
93,968Less:  Accumulated depreciation
29,854
50,2523,867
43,716

Additional impairment losses of $20,002 on laboratory equipment were recorded in the quarter ended June 30, 2004. This laboratory equipment had become obsolete to the research process during this quarter. At December 31, 2003 the Company recorded impairment losses on certain property and equipment of the Company. These assets included laboratory equipment located in the Porton Down research centre in the United Kingdom and also a software system that was located in the London office. The laboratory equipment was not being used and had been in storage during the current year. This equipment had a cost of $114,481 and accumulated depreciation of $74,455. The software system was acquired in late 2003 at a cost of $26,655 but was abandoned as it did not provide the desired service for which it was intended. The impairment loss recorded for these assets as of December 31, 2003 amounted to $40,026 for the laboratory equipment and $26,655 for the software system.
2. Liquidation of THRIP Ltd. 

On May 7, 2002, THRIP Ltd, the 100% subsidiary undertaking of Regma Bio Technologies Limited, went into creditors voluntary liquidation (CVL) pursuant to the United Kingdom Insolvency Act 1986 after it was determined that the Company would not have sufficient liquid assets to allow it to continue in operation. A liquidator was appointed and has taken possession of the assets and liabilities of THRIP Ltd. All contracts of employment with THRIP were terminated.

As a result of the placement into CVL, the appointed liquidator had the duty to sell or otherwise realize assets and liquidate or settle the liabilities of THRIP Ltd. The assets and liabilities were therefore outside the control of the Company and commencing from May 7, 2002 onwards, THRIP Ltd activity was no longer consolidated with Regma.
3. Loss per Share calculation

The Company has a total of 4,833,000 stock options outstanding that were not included in the calculation of earnings per share because their effect would be anti-dilutive. There are an additional 1,200,000 shares that could be realized from the convertible loan (see note 7) and a 2 year warrant for a further 1,200,000 shares.





F-10

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|Phage Genomics Inc.          
|-----------------------------
|(A Development Stage Company)
|Notes to Financial Statements
|June 30, 2004                
|(Expressed in U.S. Dollars)  
|(Unaudited)                  

1. Convertible Loan

On July 23, 2002 the Company received additional financing from Caisey Harlingten in the amount of $300,000. The form of financing was a convertible debenture whereby Caisey Harlingten had the option of calling the debt in the future with interest of 8% per annum, or converting the debt into shares of the Company at $0.25 per share (1,200,000 shares), with a 2 year warrant for the same number of shares exercisable at $0.35 per share. The interest was to be payable in cash. The issue of the convertible debenture created a beneficial conversion feature, which was accounted for in accordance with EITF 98-5 and EITF 00-27. The fair value of the warrants was determined using a Black Scholes Model. The beneficial conversion feature was valued at $396,000, which was greater than the value of the debt. As a result, the debt discount was restricted to the value of the debt at $300,000.

As Caisey Harlingten can recall the debt immediately, the full value of the debt discount was charged to operations during the year ended December 31, 2002.
2. Comprehensive loss

Period fromInceptionJanuary 14, 2000June 30,
June 30,
to March 31,2004
2003
2004$
$
$(unaudited)
(unaudited)
(unaudited)Net loss
(260,380)
(631,598)
(3,673,108)Foreign currency translation adjustment
13,409
(33,995)
(142,687)Comprehensive loss
(246,971)
(665,593)
(3,815,795)
3. Segment Reporting

The Company has adopted SFAS No 131 "Disclosures About Segments of an Enterprise and Related Information". The company has only one segment, which is engaged in scientific research and development in the field of biotechnology. All information presented in these financial statements relates to this one segment.



F-11

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

Phage Genomics, Inc. ("Phage") is a biotechnology research and development company. Phage was formed to expedite the development of new bacteriophage and other pharmaceutical products for the treatment of tuberculosis (TB), anthrax and other infectious diseases. Phage was formed to develop platform technologies, apply these technologies to commercial target pathogens, and license the resulting products to pharmaceutical companies.

The company was formerly known as Regma Bio Technologies Ltd ("Regma") and was incorporated under the laws of England and Wales on January 14, 2000, and commenced operations in the UK in May 2000. Regma subsequently completed a share exchange agreement with L.C.M. Equity Inc. ("L.C.M."), a Nevada Corporation, on November 2, 2001 to become a reporting company with the Securities and Exchange Commission.

L.C.M. Equity, Inc. was incorporated under the laws of the state of Nevada on January 12, 1999. L.C.M. disposed of its remaining operations as a condition of, and prior to, the reverse merger between Regma and L.C.M. Equity Inc., on November 2, 2001.

The share exchange agreement has been accounted for as a reverse acquisition of L.C.M. by Regma. As a result, the historical financial statements of Regma prior to the acquisition have become the financial statements of the registrant, being L.C.M. All shares and per share date prior to the acquisition have been restated to reflect the stock issuance as a recapitalization of Regma.

On February 1, 2002, L.C.M changed its name to Regma Bio Technologies Limited ("the Company"). On April 16, 2002, Regma Bio Technologies Limited, as incorporated in England and Wales, and being the 100% subsidiary of Regma Bio Technologies Limited incorporated in Nevada, USA, changed its name to THRIP Ltd.

On May 7, 2002, THRIP Ltd, the 100% subsidiary undertaking of Regma Bio Technologies Limited, entered into creditors' voluntary liquidation. The trade and assets of THRIP Ltd were transferred to Regma Bio Technologies Limited prior to the liquidation, in order that the trade of the group could be continued as normal and without interruption. No material assets remained within THRIP Ltd at the date of liquidation other than an intercompany debtor from Regma of approximately $30,000. The balance outstanding on the loans from Mr C Harlingten and the third party investor to the Company, remained on the balance sheet of THRIP Ltd at the date of liquidation.

The Company is considered to be in the development stage as defined by the Statement of Financial Accounting Standard No. 7. There have been no revenues from operations since inception of the Company.









-14-

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The Company has inadequate cash to maintain operations during the next twelve months. For the twelve month period subsequent to June 30, 2004, the Company anticipates that its minimum cash requirements to continue as a going concern will be $360,000. This is to cover contracted costs of Company staff and all expenses necessary to complete the research and development work in which the Company is currently engaged. In order to meet the foregoing cash requirements, the Company will have to sell securities to, or obtain a loan from, potential investors in the Company. There is no assurance, however, that the Company will be able to sell any securities or obtain adequate loans. The Company also intends to establish a collaborative relationship with either a pharmaceutical or biotechnological company which could result in the generation of royalty payments to the Company. As of the date hereof, the Company has not initiated any discussions with or entered into agreements with any pharmaceutical or biotechnological companies. In the event that the Company does not raise additional capital from any of the foregoing sources, it may have to cease or curtail operations.

The Company recorded a loss before income taxes of $563,183 and $110,036 for the three month periods ending June 30, 2003 and June 30, 2004 respectively, and has accumulated losses of $2,841,350 and $3,673,108 at these respective dates. The Company is currently reliant on the financial support of Mr C Harlingten, the chairman and majority stockholder of the Company. The ability of the Company to continue as a going concern depends on this continued financial support and on the ability of the Company to raise additional capital in the future. The Company, being a development stage enterprise, is currently undertaking research which will, if successful, mitigate these factors which raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary in the event that the Company cannot continue to exist.

As at June 30, 2004 total loans advanced to the Company by Mr C Harlingten were $672,863. This amount is stated net of amounts written off in the liquidation of THRIP Ltd. The loans are interest free without any fixed repayment date, based on a verbal agreement between the parties, with the exception of a convertible loan to the amount of $300,000   (see note 7 to the financial statements). As of the date of this filing, Mr C Harlingten has stated that he has no current intention of withdrawing his financial support from the Company. Loans advanced by Mr Harlingten prior to May 7, 2002, formed part of the extinguishment of debt on the liquidation of THRIP Ltd.

The Company's research and development goal is to produce a range of novel treatments for infectious diseases. It is anticipated that the Company will have a range of new products at an advanced stage of development by the end of 2006. The Company has no expected purchases or sales of significant equipment in the foreseeable future.

The services of the scientists and administration staff who were previously employed are only to be used on a contract basis. There are no contracts currently in existence for these former scientists. There is one contract in place for administration staff.









-15-

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Critical accounting policies

We have identified the policies below as critical to our business operations and the understanding of our results of operations. The impact and any associated risks related to these policies on our business operations is discussed throughout Management's Discussion and Analysis of Financial Condition and Results of Operations where such policies affect our reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see Note 2 in the Notes to the Consolidated Financial Statements in Item 7 of the Annual Report on Form 10-KSB as at December 31, 2003. Note that our preparation of this Annual Report on Form 10-KSB and the Quarterly Report on Form 10-QSB requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

(1)     Functional currency and treatment of foreign currency translation.

Due to the majority of the Company's operations being based in the United Kingdom, the British Pound has been selected as the Company's functional currency. In converting from the functional currency to the reporting currency, assets and liabilities of the Company are translated into US dollars at the exchange rate in effect at the year end. Income and expense items are translated at the average exchange rate for the year. The resulting translation adjustments are recorded within other comprehensive income.

(2)     Research and development expenditure.

All research and development expenditure incurred have been generated internally and have been charged to operations.

(3)     Capitalization of intangible assets.

Intangible assets represent legal costs incurred in establishing patents. These costs are amortized over the useful life of the patent, as determined by management, not to exceed the legal life.

Convertible Loan

On July 23, 2002 the Company received additional financing from Mr C Harlingten in the amount of $300,000. The form of financing is a convertible debenture whereby Mr C Harlingten has the option of calling the debt in the future with interest of 8% per annum, or converting the debt into shares of the Company at $0.25  per share ( 1,200,000 shares ), with a 2 year warrant for the same number of shares exercisable at $0.35  per share. The interest is to be payable in cash. The issue of the convertible debenture creates a beneficial conversion feature to be accounted for in line with EITF 98-5 and EITF 00-27. The amount of the beneficial conversion feature was recognized as interest expense over the life of the debt.









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Stock Options

The Company has two equity compensation plan. One is the Regma Bio Technologies Limited  Nonqualified Stock Option Plan (the "Regma Plan").  The Plan provides for the issuance of stock options for services rendered to the Company.  The board of directors is vested with the power to determine the terms and conditions of the options.  The Regma Plan includes 7,500,000 shares.  As of June 30, 2004, options to purchase 4,833,000 shares had been granted of which zero options had been exercised and 3,925,771 options had vested but had not been exercised by their holders. Of the total amount of options already granted by the company, 110,833 will become exercisable within one year. Under the Regma Plan, we still have 2,667,000 options available for issuance.

The other plan  is the 2003 Regma Bio Technologies Limited  Nonqualified Stock Option Plan (the "2003 Plan").  The 2003 Plan provides for the issuance of stock options for services rendered to the Company.  The board of directors is vested with the power to determine the terms and conditions of the options.  The 2003 Plan includes 50,000,000 shares.  As of March 31, 2004, options to purchase 24,000,000 shares had been granted and all 24,000,000 options had been exercised. Under the 2003 Plan, we still have 26,000,000 options available for issuance.

Contractual Commitments

The Company leases facilities under operating leases. The Company's commitments under the non-cancelable portion of all operating leases for the next five years and thereafter as of December 31, 2003 are as follows:



|     | $     
|---- | ------
|2004 | 17,066
|2005 | -     
|2006 | -     
|2007 | -     
|2008 | -     
|     | 17,066

Recent Accounting Pronouncements

In December 2003, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 104, "Revenue Recognition" (SAB 104), which supersedes SAB 101, "Revenue Recognition in Financial Statements." The primary purpose of SAB 104 is to rescind accounting guidance contained in SAB 101 related to multiple element revenue arrangements, which was superseded as a result of the issuance of EITF 00-21, "Accounting for Revenue Arrangements with Multiple Deliverables." While the wording of SAB 104 has changed to reflect the issuance of EITF 00-21, the revenue recognition principles of SAB 101 remain largely unchanged by the issuance of SAB 104. The adoption of SAB 104 is not expected to have a material impact on the Company's financial statements.









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In May 2003, the Financial Accounting Standards Board ("FASB") issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150 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 financial instrument that is within its scope as a liability (or an asset in some circumstances). The requirements of SFAS No. 150 apply to issuers' classification and measurement of freestanding financial instruments, including those that comprise more than one option or forward contract. SFAS No. 150 does not apply to features that are embedded in a financial instrument that is not a derivative in its entirety. SFAS No. 150 is 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, except for mandatory redeemable financial instruments of non-public entities. It is to be implemented by reporting the cumulative effect of a change in an accounting principle for financial instruments created before the issuance date of SFAS No. 150 and still existing at the beginning of the interim period of adoption. Restatement is not permitted. The adoption of this standard did not have a material effect on the Company's results of operations or financial position.

ITEM 3.   CONTROLS AND PROCEDURES

(a)     Evaluation of Disclosure Controls and Procedures:   Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports the Company files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required.

(b)     Changes in Internal Control over Financial Reporting:   There were no changes in the Company's internal control over financial reporting identified in connection with the Company evaluation of these controls as of the end of the period covered by this report that could have significantly affected those controls subsequent to the date of the evaluation referred to in the previous paragraph, including any correction action with regard to significant deficiencies and material weakness.









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PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

The Company knows of no litigation present, threatened or contemplated or unsatisfied judgements against the Company, its officers or directors or any proceedings in which the Company, its officers or directors are a party.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

The rights of the holders of the Company's securities have not been modified nor have the rights evidenced by the securities been limited or qualified by the issuance or modification of any other class of securities.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

There are no senior securities issued by the Company.

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

There were no matters presented to the shareholders for vote during the three months ended June 30, 2004.

ITEM 5.   OTHER INFORMATION  -    None

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits



|31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-15(a) and Rule 15d-15(a), promulgated under the Securities Exchange Act of 1934, as amended
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                              
|31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-15(a) and Rule 15d-15(a), promulgated under the Securities Exchange Act of 1934, as amended
|     |                                                                                                                                                              
|32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.           
|     |                                                                                                                                                              
|32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.           

(b)   Report on Form 8-K

There were no reports on Form 8-K filed in the three months ended June 30, 2004.





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SIGNATURES

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

Dated this 12th  day of August, 2004.



| | PHAGE GENOMICS, INC. 
the "Registrant"
| | --------------------------------------
| |                                       
| | BY:                                   
| |                                       
| |                                       
| | BY:                                   
| |                                       





















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