SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15 OF THE SECURITIES EXCHANGE ACT OF
              1934 for the Quarterly Period Ended October 31, 2004


                                       OR

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

       For the Transition Period from                 to
                                      ---------------    -----------------

                             Commission file number
                                    000-29313

                        MOBILE REACH INTERNATIONAL, INC.
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

           DELAWARE                                       20-0121007
 ------------------------------              ----------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                            2054 Kildaire Farm Road,
                                   Suite 353,
                                 Cary NC 27511
                     --------------------------------------
                    (Address of principal executive offices)

                                 (919) 376-0231
                            -------------------------
                           (Issuer's telephone number)




     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
                                    Yes  X  No
                                       -----  -----

                 Class                      Outstanding as of October 31, 2004
     ------------------------------         ----------------------------------
     Common Stock, $.0001 par value                     48,451,881

<PAGE>

                                      INDEX
               Mobile Reach International, Inc. and Subsidiaries



PART I.
FINANCIAL INFORMATION


     ITEM 1       CONSOLIDATED FINANCIAL STATEMENTS

                  Unaudited Condensed Consolidated Balance Sheet as of
                  October, 31, 2004

                  Unaudited Condensed Consolidated Statement of Operations
                  Three Months ended October 31, 2004 three Months Ended
                  October 31, 2003

                  Unaudited Condensed Consolidated Statement of Cash Flows
                  for the Period ended October 31, 2004 and 2003

                  Notes to Unaudited Condensed Consolidated
                  Financial Statements


     ITEM 2       MANAGEMENT'S DISCUSSION AND ANALYSIS

     ITEM 3.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     ITEM 4.      CONTROLS AND PROCEDURES


PART II.
OTHER INFORMATION

     ITEM 1       LEGAL

     ITEM 2       CHANGES IN SECURITIES AND USE OF PROCEEDS

     ITEM 3       DEFAULTS UPON SENIOR SECURITIES

     ITEM 4       SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

     ITEM 5       OTHER INFORMATION

     ITEM 6       EXHIBITS AND REPORTS ON FORM 8K

<PAGE>


                          PART 1 FINANCIAL INFORMATION

ITEM 1      FINANCIAL STATEMENT


                MOBILE REACH INTERNATIONAL, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                      FOR THE PERIOD ENDED OCTOBER 31, 2004

                                                              THREE MONTHS ENDED
                                                                  10/31/2004


      Current Assets
                 Cash                                              134,892
                 Allowance For Bad Debt                               --
                 Accounts Receivable                               125,889
                 Total Other Current Assets                          5,030


      Total Current Assets                                         265,811

      Property and Equipment
                             Computer Equipment                     88,008
                             Furniture and Fixtures                   --
                             Vehicles                              120,747

                             Accumulated Depreciation              (83,587)


      Total Fixed Assets                                           125,168

      Other Assets

                 Total Deposits                                          0


TOTAL ASSETS                                                       390,979
LIABILITIES & EQUITY
           Accounts Payable                                        681,954
           Accounts Payable  Stockholder
           Other Current Liabilities
              Other  Credit Cards                                    8,431
              Payroll Liabilities                                  482,424
              Current Portion  L/T Debt                            165,362
              Deferred Salaries                                    111,773
              Wages Payable                                         79,281
              Notes Payable (3/4)                                  858,840
              Accrued Interest Payable                             236,791
              Accrued Expenses                                      30,794
              Total Deferred Revenue                                54,678
              Sales Tax Payable                                      6,802
              Contingencies (6)                                    160,000
           Total  Current Liabilities                            2,905,613


     Long Term Debt  Net of Current Portion
           Notes Payable  L/T Debt                                 354,994
           Convertible Debentures (5%)                             525,000
           Notes Payable  L/T  Equipment                            12,873
           Stock Warrants Issued                                      --
        Total Long Term Liabilities                                892,886
           Total Liabilities                                     3,798,479

     Equity
        Retained Earnings                                       (7,788,443)
        Common Stock (5)                                         4,542,557
        Net Income (LOSS)                                         (161,614)

     Total Equity                                               (3,407,500)
TOTAL LIABILITIES & EQUITY                                         390,979


                 See Notes to consolidated financial statements

<PAGE>
<TABLE>
<CAPTION>


                    MOBILE REACH INTERNATIONAL, INC. AND SUBSIDIARIES
                          CONSOLIDATED STATEMENT OF OPERATIONS
                THREE MONTH ENDED OCTOBER 31, 2004 AND OCTOBER 31, 2003.
                                       (UNAUDITED)



                                                             Three            Three
                                                          months ended     months ended
                                                           10/31/2004       10/31/2003


                       Ordinary Income/Expense


       <S>                                                  <C>               <C>
       Income
           License Revenue                                  116,528           23,467
           Software Licenses  Others                           --               --
           Reseller Fees                                       --             11,070
           Product Revenue                                   80,960             --
           Product(H/W&S/W) Revenue                            --               --
           Annual Support Maintenance                        21,795            1,474
           Professional Services                             84,068           16,100
                                                           --------         --------
       Total Income                                         303,350           52,111
           Cost of Goods Sold
              Delivery Services                              57,720           98,837
              Product (H/W)                                  58,511             --
              Finders Fee                                      --               --
              SubContractors (Consultants)                    9,000             --
              COGS  Other Product Licenses                     --               --
              Commission Income                              12,620             --
              Total Cost of Goods Sold                      137,851           98,837
       Total COGS                                           137,851           98,837
    Gross Profit                                            165,498          (46,727)


               Sales & Marketing
               Sales Salaries                                58,269           89,769
               Commissions                                   10,000
               Marketing                                      7,862            9,130
           Total Sales & Marketing                           66,131          108,899

       Total G&A Expense                                    218,177          649,601

       Total  Expense                                       284,308          758,500

Net Ordinary Income (loss)                                 (180,588)        (805,266)

Other Income/Expense
    Other Expense
           Depreciation Expense                              12,496            5,762
           Interest Expense                                  29,091            6,079
           Interest Income                                     --               --
           Other Expense                                       --               --
           Other Income                                        --               --
           Loss on Sale of Assets                             1,218
    Total Other (Income) Expense                            (42,804)         (11,841)

Net Other Income                                             42,804           11,841

  Net Loss                                                 (161,615)         (817,067)


          Weighted average number of shares of common    27,891,651        23,636,180
                        stock outstanding
                           Loss per share                   (.11)             (.28)


                     See Notes to consolidated financial statements
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                    MOBILE REACH INTERNATIONAL, INC. AND SUBSIDIARIES
                          CONSOLIDATED STATEMENT OF CASH FLOWS
                     FOR THE PERIOD ENDED OCTOBER 31, 2004 AND 2003
                                       (UNAUDITED)



                                                         Three months     Three months
                                                            ended             ended
                                                          10/31/04          10/31/03

      <S>                                                 <C>              <C>
       OPERATING ACTIVITIES
           Net Income (loss)                              (161,615)        (817,067)
           Net cash provided by Operating Activities:      230,554         (236,362)
           Common stock issued for services
           Total Adjustments

       INVESTING ACTIVITIES
       Net cash provided by Investing Activities            13,714          (20,175)

       FINANCING ACTIVITIES
       Net cash provided by Financing Activities            42,000          180,000

   Net cash increase for period                            124,653          (76,537)

   Cash at beginning of period                              10,239           37,249

Cash at end of period                                      134,892          (39,289)


                 See Notes to consolidated financial statements
</TABLE>

<PAGE>


                          NOTES TO FINANCIAL STATEMENTS
                        for Period Ended October 31, 2004


Note 1 - Summary of Significant Accounting Policies:
----------------------------------------------------

Principles of consolidation:

For software arrangements with multiple elements, revenue is recognized using
the residual method prescribed by SOP 98-9, "Modification of SOP 97-2 `Software
Revenue Recognition' with Respect to Certain Transactions." Revenue applicable
to undelivered elements, principally software maintenance, training and
implementation services, is determined based on vendor specific objective
evidence ("VSOE") of the fair value of those elements. VSOE is established by
the price of the element when it is sold separately (i.e., the renewal rate for
software maintenance and normal prices charged for training and professional
services). Revenue applicable to elements for which VSOE of fair value is not
determinable is deemed equal to the remainder/residual amount of the fixed
arrangement price. Assuming none of the undelivered elements and VSOE of fair
value exists for all undelivered elements are essential to the functionality of
any of the delivered elements; the residual revenue attributed to the delivered
elements is recognized when all other criteria for revenue recognition for those
elements have been met.

The accompanying consolidated financial statements include the accounts of
Mobile Reach Solutions, Inc, Mobile Reach Technologies, Inc. and its subsidiary
company, Mobile Reach Technologies, GmbH (German Company), after elimination of
inter-company accounts and transactions. The consolidation of Mobile Reach
Solutions, Inc. into Mobile Reach International, Inc. does not include
recognition of goodwill.

Concentrations of Credit Risk:

The Company has no significant off-balance-sheet concentration of credit risk
such as foreign exchange contracts, options contracts or other foreign hedging
arrangements. The Company maintains its cash balances with multiple reputable
financial institutions in the form of demand deposits.


Note 2 - Going Concern:
-----------------------

As shown in the accompanying financial statements, the Company has sustained a
net loss of $161,615 during the three months ended October 31, 2004. As of the
same period, the Company is in default on certain notes payable, payroll taxes
and other payables. As a result, cash currently available is not sufficient to
support the Company's operations for the next year. In order to meet the cash
requirements for the remainder of the year, the Company needs to raise more
capital through public or private financing. At the present time, the Company
does not know if additional financing will be available or, if available,
whether it will be available on attractive terms. If the Company is able to
raise capital in the future, it is probable that it will result in substantial
dilutions to stockholders interests. These factors create substantial doubt as
to the Company's ability to continue as a going concern.

The Company continues its efforts to complete the necessary steps in order to
meet its cash flow requirements throughout the fiscal year 2005 and to continue
the development and commercialization of its products and services. Management's
plans in this regard include, but are not limited to, the following:

     1.   The Company has continued to raise capital to address its cash flow
          issue. The Company is also seeking solutions by way of accounts
          receivable factoring and bridge note or notes to fund the Company's
          cash needs. Although there can be no guarantee the Company can raise
          the necessary funds to cash flow its business, its management has
          undergone cost cutting measures operationally during the reporting
          quarter. The management believes its going forward business plan and
          strategic direction will improve the Company's cash flow problems.

<PAGE>

     2.   The Company has utilized the credit facilities of personal management
          to secure products for Company customers. Additionally, the Company is
          utilizing receivable factoring services from one of the Company's
          board members as well as a factoring finance company.

Management believes that actions presently being taken will generate sufficient
revenues to provide positive cash flows from operations and that sufficient
capital will be available, when required, for future realization of its plans.
However, no assurances can be given that the newly merged company will continue
as a going concern without the successful completion of additional financing.
The accompanying consolidated financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.

Note 3 - Notes Payable:

Notes payable at October 31, 2004 consisted of the following:

Note payable dated December 10, 2003; bearing interest at 6.00        $  40,000
percent through January 9, 2004; in default at October 31, 2004
as all principal and interest was due January 9, 2004;

Note payable dated September 9, 2003; bearing a fixed interest        $ 230,000
from September 10, 2003 to November 9th 2003 and additional
interest of 6.00 percent from November 1 2003 through April 30,
2004; in default at October 31,, 2004 as all principal and
interest was due November 9, 2003;

Note payable dated November 10, 2003; bearing interest at 6.00        $  50,000
percent through April 16, 2004; in default at October 31, 2004 as
all principal and interest was due April 16, 2004;

Note payable to a director of the Company                             $ 435,000

Note payable for accrued wages; bearing interest at 6 percent;        $  49,908
due and payable with interest at the earliest of (a) Company          ---------
obtaining debt or equity funding greater than $1,000,000 in a
quarter or (b) Company earns revenues of $1,000,000 in a quarter.

Note payable to the former owner of Waves Consulting Group, Inc.      $  53,932
                                                                      ---------
                                                                      $ 858,840

Note 4 - Long-Term Debt:
------------------------

     Long-term debt at July 31, 2004 and 2003 consisted
     of the following:

                                                            2004        2003
                                                          ---------   ---------

     Capitalized leases dated January 2001; payable in
     36 installments of $249 including interest at
     approximately 20 percent; collateralized by office
     equipment costing $5,981; in default at July 31,
     2004 reclassified to current notes payable (see
     Note 5).                                                  --     $     918

     Note payable to assignees of a former officer in
     redemption of 6,000,000 shares of common stock;
     interest at 5 percent; payable in three annual
     installments including interest beginning April
     30, 2005                                               395,000     395,000

     Note payable to assignees of a former officer and
     director for accrued salary; interest at 5
     percent; payable in three annual installments
     including interest beginning April 30, 2005             31,450      31,450

     Notes payable dated August and October 2003; due
     in 60 monthly installments of $1,873 including
     interest at 6.98 percent; secured by vehicles
     costing $120,747.                                      101,907        --

     Note payable dated March 2003; payable in 36
     installments of $203 including interest at
     approximately 20 percent collateralized by office
     equipment costing $4,981; in default at July 31,
     2004 reclassified to current notes payable (see
     Note 5).                                                  --         4,899

     Note payable dated June 2003; payable in 36
     installments of $129 including interest at
     approximately 20 percent; collateralized by office
     equipment costing $3,173; in default at July 31,
     2004 reclassified to current notes payable (see
     Note 5).                                                  --         3,173

<PAGE>


     Note payable dated June 2003; payable in 48
     monthly installments of $128 including interest at
     approximately 20 percent; collateralized by office
     equipment costing $3,883; in default at July 31,
     2004 reclassified to current notes payable (see
     Note 5).                                                  --         3,883
                                                          ---------   ---------
                                                            528,357     439,323
     Less current portion                                  (165,363)     (4,075)
                                                          ---------   ---------
                                                          $ 362,994   $ 435,248
                                                          =========   =========

At July 31, 2004, long-term debt is due in aggregate annual installments as
---------------------------------------------------------------------------
follows:
--------

           Year ending July 31,
                   2006                              $ 165,188
                   2007                                166,848
                   2008                                 26,480
                   2009                                  4,477
                Thereafter                                --
                                                     ---------
                                                     $ 528,357
                                                     =========

Note 5 - Shares Outstanding:
----------------------------
During the period ended October 31, 2004, the Company issued 5,861,942 shares
through equity investments, employee stock options, incentive options and
warrants. For the period ended July 31, 2004 the Company had 42,589,940 shares
issued and outstanding. For the period ended October 31, 2004 the Company had
48,451,882 shares issued and outstanding. For the twelve month period ended July
31, 2004, the Company has raised $ 1,006,220 in equity and $525,000., in
convertible debentures. See item 2 Change in Securities and use of Proceeds.

Loss per share:

The Company calculates loss per share in accordance with SFAS No. 128, "Earnings
per Share", which requires the presentation of basic and diluted earnings per
share. Basic loss per share excludes dilution and is computed by dividing loss
by the weighted-average number of common shares outstanding for the period.
Diluted loss per share reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock or resulted in the issuance of common stock that then shared
in the earnings of the entity. Potential common shares are excluded from the
computation of diluted earnings per share when a loss exists because the effect
would be antidilutive.

Note 6 - Contingent Liability:
------------------------------
In the previous reported quarter ending April 30, 2004, the Company removed the
contingent liability from its Balance Sheet in the amount of $105,000.00. The
Company has been indemnified by the former majority holder of Asphalt Paving to
defend against and accept any possible liability. The original potential claim
is from the Administrative Receivers for Advance Banking Solutions Limited, a
United Kingdom company, for potential claims by Advanced Banking Solutions
against Asphalt Paving International, Inc. ("API"), which claims were
transferred to the Company when API merged into the Company and are for certain
license fees alleged to be owed by API in the amount of 65,000 (UK pounds), plus
interest.

ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

You should read the following discussion of our business and results of
operations in conjunction with the consolidated financial statements included
herein. The results shown in this 10-QSB are not necessarily indicative of the
results we will achieve in any future periods.

REVENUES

Our revenues primarily comprise of licensing and services fees, which we
recognize as revenue when the product or services are provided to the client.
The unaudited consolidated financial data; is provided for comparative purpose
only and does not claim to be indicative of the actual financial position or
results of the Company's carry forward operations.

<PAGE>


Revenues for the period ended October 31, 2004 was $303,350.00 representing a
decrease of 61.5% from $341,342 in the period ended July 31, 2004. The Companies
deferred Revenues for the same period increased from $26,286 to $54,678. Total
Net losses for the three-month period ending October 31, 2004 was $ 233,655.00,
compared to $1,132,249 for the previous three months ended July 31, 2004

The Cost of Sales associated with the delivery of our solutions is expected to
decrease as the repeatable model is implemented with future customers.

Our sales and marketing expenses consist primarily of compensation and related
costs for ramping up efforts around marketing, associated personnel, travel and
entertainment and other related costs. We expect sales and marketing expenses to
increase as a percentage of sales as we continue to increase business and
strategic clients to further our sales and marketing initiatives.

SG&A for the three-month period ended October 31, 2004 was $338,287 consisting
primarily of compensation, Professional fees including both legal and
accounting, costs associated with Securities agreements and compliance
reporting. We expect our general and administrative expenses to decrease as a
percentage of our annual revenues in the future if and as revenues increase.

LIQUIDITY AND CAPITAL RESOURCES

As of October 31, 2004, the Company had assets and liabilities of $390,979. Our
independent auditors, who audited our financial statements for the period ended
July 31, 2004, have expressed substantial doubt about our ability to continue as
a going concern given our recurring losses from operations, negative working
capital and net stockholders' deficit. In addition, the Company must deal with
the litigation and claims described in Part II Item I of this Form 10-QSB under
the heading "Legal Proceedings." In response to these issues, the Company has
continued its cost cutting measures and balance sheet clean up for periods
ending July 31, 2004 and October 31, 2004.


RISK FACTORS

Investing in our common stock involves a high degree of risk. You should
carefully consider the risks and uncertainties described below before you
purchase any of our common stock. These risks and uncertainties are not the only
ones we face. Unknown additional risks and uncertainties, or ones that we
currently consider immaterial, may also adversely affect our business
operations.

If any of these risks or uncertainties actually occurs, our business, financial
condition or results of operations could be materially adversely affected. In
this event, you could lose all or part of your investment.

We have a limited operating history and are not yet profitable.
We are a relatively new public company that is not yet profitable. We expect to
continue to have substantial expenses before we earn significant income in
excess of our expenses. The establishment of any new business involves expenses,
difficulties, complications and delays. It is not possible for anyone, including
the Company, to predict with certainty what all of these expenses, complications
and delays will be. The Company cannot guarantee that it will be able to
overcome these obstacles, and cannot guarantee that it will ever be profitable.

We continue to incur substantial losses
We incurred a loss in the quarter ending October 31, 2004 of $161,614 and our
cumulative losses for the fiscal period ended July 31, 2005 is
$161,614.

In the past we depended upon a limited number of customers.
The Company use to depend upon a limited number of customers in the period ended
July 31, 2004, and prior. The Company has taken great strides to minimize that
risk during the period ending October 31, 2004 and going forward. The Company
anticipates that with the diverse customers within the sales channel referred to
as enterprise sales, it's able to withstand customer churn going forward.

Unless an active trading market develops for our common stock, you may not be
able to sell your shares.

Although we are a reporting company and our common stock is listed on the
Over-the-Counter Bulletin Board, there is no active trading market for our
common stock. An active trading market may never develop or, if developed, it
may not be maintained even after we register the shares you purchase. Failure to
develop or maintain an active trading market will negatively affect the price of
our securities, you may be unable to sell your shares or such sales may lower
the market price, and therefore your investment would be a complete or partial
loss.

<PAGE>


We have not filed our required 10-KSB for period ended July 31, 2004 in a timely
manner.

As of the period ended October 31, 2004, the Company has not filed its annual
10-KSB. Due to financial restraints, the Company has been unable to complete the
accompanying audit in a timely fashion. The Company complied with Securities and
Exchange Commission regulations by filing a 12b-25 (inability to timely file)
its 10KSB annual report. On November 19, 2004 the Securities and Exchange
Commission and NASD appended the Company's trading symbol with and "E", the
Company has 30 days to comply with required filings pursuant to Rule 6530. The
Company believes that once its in compliance with the filing requirements of the
Securities and Exchange Commission, it will re-listed on the Bulletin Board
without the appended "E' . The Company intends to file its 10-KSB on or about
December 20, 2004. There can be no assurances that we will be able to accomplish
this. Further, there can be no assurance that the Securities and Exchange
Commission or other regulatory body will not take some remedial or punitive
action against us, though no such action has been indicated at this time.

We are subject to the penny stock rules, and therefore you may find it more
difficult to sell your securities.

Broker-dealer practices in connection with transactions in "penny stocks" are
regulated by certain rules adopted by the Securities and Exchange Commission.
Penny stocks generally are equity securities with a price of less than $5.00
(other than securities registered on certain national securities exchanges or
quoted on the NASDAQ Stock Market provided that current price and volume
information with respect to transactions in such securities is provided by the
exchange or system). The rules require that a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, deliver to the
buyer a standardized risk disclosure document that provides information about
penny stocks and the risks in the penny stock market. The broker-dealer also
must provide the customer with current bid and offer quotations for the penny
stock, the compensation of the broker-dealer and its salesperson in connection
with the transaction and monthly account statements showing the market value of
each penny stock held in the customer's account. In addition, the rules
generally require that prior to a transaction in a penny stock; the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the liquidity of penny stocks. Our securities are subject to the
penny stock rules, and thus investors in the offering may find it difficult to
sell their securities.

As of October 31, 2004, our founders, officers and directors beneficially owned
approximately 23% of our common stock on a fully diluted basis. In addition, our
employees own additional shares and rights to acquire shares. Their interests
could conflict with yours; significant sales of stock held by any or all of them
could have a negative effect on our stock price; ; shareholders may be unable to
exercise control. As a result, the founders, officers and directors will have
significant ability to: (1) elect or defeat the election of our directors; (2)
amend or prevent amendment of our articles of incorporation or bylaws; (3)
effect or prevent a merger, sale of assets or other corporate transaction; and
control the outcome of any other matter submitted to the stockholders for vote.

As a result of this ownership and position, our founders, officers and directors
are able to significantly influence all matters requiring stockholder approval,
including the election of directors and approval of significant corporate
transactions. In addition, sales of significant amounts of shares held by any or
all of our founders, officers and directors, or the prospect of these sales,
could adversely affect the market price of our common stock. Stock ownership by
our founders and management may discourage a potential acquirer from making a
tender offer or otherwise attempting to obtain control of us, which in turn
could reduce our stock price or prevent our stockholders from realizing a
premium over our stock price.

We have not in the past and do not expect in the future to pay dividends.
Therefore, you may not rely on your ownership of our stock as a source of
income.

We do not anticipate paying cash dividends in the foreseeable future. Therefore,
you may not rely on ownership of our stock as a source of income.

<PAGE>


Employees

During the period ended October 31, 2004 the Company had fourteen (14) employees
and two (2) consultants. As part of the Company's 2004 fiscal re-alignment and
cost-cutting measures and subsidiary restructuring; the Company reduced its
workforce from 32 employees down to 26 for the period ending April 31, 2004 a
further reduction down to 21 for the fiscal year period ending July 31, 2004.

Of these, fourteen employees the Company have broken them down into their
respective subsidiaries as below: The Company owes its employees approximately
$191,054 of accrued salaries and wages payable. Raising capital and generating
revenue to pay accrued salary and future salaries of current and future
employees will be a necessary to retain and recruit the personnel the Company
requires to achieve its goals.


7 work directly within Mobile Reach Technologies, Inc., as follows:
- One in Management & Administrative
- Two in Sales and Marketing
- Four in Development and Technology


5 work within the second subsidiary, Mobile Reach Solutions, Inc. formally Waves
Consulting Group, Inc., as follows:
- Two Management & administrative
- Two in Telecom Engineers and Support Staff.
- One in Sales and Marketing


The balance of the companies' employees and consultants, work for the parent
company, Mobile Reach International, Inc.

The Company continues to raise capital and generate revenues to pay accrued
salary and future salaries of current and future employees as necessary to
retain and recruit the personnel the Company requires to achieve its goals.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Not Applicable.


ITEM 4. CONTROLS AND PROCEDURES

Our chief executive officer and chief financial officer (our principal executive
officer and principal financial officer, respectively) have concluded, based on
their evaluation as of July 31, 2004 audited financials and October 31, 2004
unaudited financials, that the design and operation of our "disclosure controls
and procedures" (as defined in Rule 13a-15(e) under the Exchange Act), are
effective to ensure that information required to be disclosed by us in the
reports filed or submitted by us under the Exchange Act is accumulated,
recorded, processed, summarized and reported to our management, including our
principal executive officer and our principal financial officer, as appropriate
to allow timely decisions regarding whether or not disclosure is required.


During the quarter ended October 31, 2004 , there were no changes in our
"internal" controls over financial reporting (as defined in Rule 13a-15(f) under
the Exchange Act) that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1    LEGAL PROCEEDING


The Company is involved in various legal proceedings and claims incident to the
normal conduct of its business. The Company believes that such legal proceedings
and claims, individually and in the aggregate, could have a material adverse
effect on its financial position or results of operations.

On August 27, 2003, Aquent Partners, Inc. filed a complaint against the Company
seeking damages for payment for services in the amount of $115,412.75 pursuant
to a promissory note entered into by MRT. Aquent Partners, Inc was awarded a
judgment in the amount plus any applicable interest until paid in full. At the
time of the company's fiscal year end July 31, 2004 the judgment remained
enforce and outstanding, However, during this reported quarter ended October 31,
2004 the Company satisfied the claim for $121,664.29.00, including all interest
and court costs arising from this claim. The Companies balance sheet reflects
this for the period ending October 31, 2004.

<PAGE>


A former employee of the Company has filed a complaint against the Company
seeking damages for services and expenses preformed for one of its subsidiaries
(Mobile Reach Technologies, Inc.) The case has been filed at the Wake County
Courts. The Company received a demand letter from counsel for the former
employee of MRT requesting payment for services rendered by this former employee
to MRT. As of May 2004 the Company entered into an agreement with the former
employee to settle the claim arising from past services. A discharge and
satisfaction was signed by both parties and shares were issued in connection
with the satisfaction in the amount of 750,000 common shares including all
attorney fees.

A former Director of the Company on June 11th 2004 filed a claim with American
Arbitrators Association for services under a consulting agreements dated January
2003 for $350,000.00. To date the Company has defended such claim in cooperation
with the American Arbitrators Association and has adjourned the hearing until
April 2005 The Company has submitted a settlement offer in amount of $160,000.00
subject to certain repayment agreements. At the time of this filing negotiations
were not yet agreed upon by both parties.

ITEM 2    CHANGES IN SECURITIES AND USE OF PROCEEDS

(c) Recent Sales of Unregistered Securities


The securities described below represent securities of Mobile Reach
International, Inc. sold by Mobile Reach International, Inc. during the
three-month period ended October 31, 2004, that were not registered under the
Securities Act of 1933, as amended (the "Securities Act"), all of which were
issued by the Company pursuant to the exemption under Securities Act Section
4(2) and Regulation D, Rule 506. Underwriters were not involved in these
transactions.

During the three months ended October 31, 2004, the Company issued the following
securities:

     a)   Securities issued - 1,928,572 shares were granted in connection with
          the Company retaining two Consulting firms, during the period.

     b)   Securities issued - 700,000 shares of Company Common Stock were issued
          in connection with a legal settlement for a claim against the Company
          during the period.

     c)   Options Granted/Exercised - 1,233,370 shares of Company Common Stock
          were issued to Company's employees and Consultants during the period.

     d)   Warrants issued - 2,000,000 warrants were issued in connection with a
          Consulting Agreement entered into by the Company during the period.


     Each of the above Securities were sold or issued during the Quarter and are
     reflective in the companies issued and outstanding common shares.

Certain Relationships and Related Transactions

One of our directors, (now current Chief Executive Officer) Alan Christopher
Johnson (part of a group), entered into a Secured Bridge Note dated May 31,
2004, a short term note payable and other financing documents for a total amount
of $435,000. As of October 31, 2004 the Company, its management, board of
directors and Alan Christopher Johnson have tentatively agreed to convert the
$435,000.00 into 840,000 shares of Preferred Series A stock at a ten for 1
conversion ratio, subject to an annual shareholder approval to increase the
number or authorized shares of the Company's common stock.

ITEM 3    DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4    SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to the stockholders of the Company during the reporting
period.

<PAGE>


ITEM 5    OTHER INFORMATION

Subsequent Events of Operations

During the reported period, the Company's management team completed an
evaluation of its overall business and subsidiaries, Mobile Reach Technologies,
Inc., Mobile Reach Solutions, Inc. and Mobile Reach Technologies, GmbH. As a
result the management and Board of Directors utilized such information as
revenue projections, capital needs and market analysis of its competitors. The
company and its auditors had to make a determination of the company potentially
accepting any further liability by closing any one of its subsidiaries.

The Company made the determination that one of the company's subsidiaries
business units (Mobile Reach Technologies, GmbH) was not effectively operating
at its potential do the capital requirement the Company could not allocate to
its management. Therefore, the Company has begun the process with the management
of this subsidiary and government regulatory agencies in Germany to bring to
closure the legal entity of Mobile Reach Technologies, GmbH. The Company does
not believe on a going forward basis there are any potential liabilities with
the exception of the required costs associated with legal and accounting.

Additionally, the Company determined that the services portion of the business
it acquired in December 2003, now a current subsidiary, Mobile Reach Solutions,
Inc., (formally Waves Consulting Group, Inc.,) does not represent a profitable
outlook due to the competitive pressures, capital requirements and cash reserves
it needs in order to gain sufficient market entry. The Company's management
evaluated all possibilities and options with the business and felt on a go
forward basis, the Company would wind down the services operations of the
subsidiary, continue to pursue profitable equipment resale and proactively work
through improvement of the subsidiary's balance sheet.

Forward looking the Company does not believe there is further liability other
than what is disclosed in the Company's 10-KSB for the period ended July 31,
2004 and the 10-QSB for the period ended October 31, 2004.

Change In Company's Board and Management Team

On August 2, 2004, the Company accepted the resignation of its President and
Chief Executive Officer Michael J Hewitt. The mutual separation of the parties
was due to a change in direction the company Board of Directors intended to take
the company and its subsidiaries. As of December 15th the parties have not
executed a formal separation agreement. Furthermore, the Company is carrying
certain note payable and receivable with its former Chief Executive Officer yet
to be settled. The Company's Board of Directors voted unanimously to make Alan
Christopher Johnson the interim Chief Executive Officer until a successor is
found.

On September 27, 2004 the Company's Chief Operating Officer, Brian R.
Balbirnie, and the Company mutually agreed to end its employment arrangement.
The Company's Board of Directors and the former Chief Operating Officer are
working jointly through transition under the status of a consulting arrangement
to assist in general business activities.

On August 2, 2004 the Company accepted the resignation of Carl Hartman, a
Director that served on the Company's Board of Directors from August 2003 to
August 2, 2004, the resignation was accepted immediately and resulted in the
Company's board being reduced from five members to four. The Company does not
plan on replacing the vacated board seat until its next annual shareholders
meeting.

Consultants to Company

In August 2004 the Company entered into an agreement with Stanton Walker,
Consultants to assist the Company is restructuring, financing and overall
business strategy. In connection with the consulting agreement the Company
awarded the principals of Stanton Walker 1,400,000 common shares.

On October 6, 2004 the Company entered into an agreement with KirwanGier for
strategic services and general business consulting. Under the terms of the
agreement the Company has issued a warrant to purchase 2,000,000 shares of
common stock with an exercise price equal to $0.20.

Certain Relationships and Related Transactions

One of our directors, (now current Chief Executive Officer) Alan Christopher
Johnson part of a group, entered into a Secured Bridge Note dated May 31, 2004,
a short term note payable and other financing documents for a total amount of
$435,000. As of October 31, 2004 the Company, its management, board of directors
and Alan Christopher Johnson have tentatively agreed to convert the $435,000.
into 800,000 shares of Preferred Series A stock at a ten for 1 conversion ratio,
subject to an annual shareholder approval to increase the number or authorized
shares of the Company's common stock.

<PAGE>


Other Information
Regency Park Corporation - During the Company's previous fiscal year it occupied
the leased premise at 8000 Regency Parkway Suite 660. Cary NC 27511. The Company
entered into a 5 year lease on September 24th 2003. On September 28th 2004 the
Company was in default of the lease obligations and vacated the premise. On
September 15th 2004 the company entered into a settlement agreement in the form
of a promissory note with Regency Park Corporation for $50,000.00 over eighteen
months. Additionally the company granted Regency Park Corporation a warrant to
purchase 781,250 shares at $0.16 per share - in exchange for remaining portion
of the lease obligations. As of the settlement date the company has officially
changed it mailing address to 2054 Kildaire Farm Road, #353 Cary NC 27511.

In connection with the $525,000.00 financing - Convertible Debentures (as
discussed in previous filings dated February 27th 2004); the Company has
submitted a Registration Statement to the Securities and Exchange Commission on
August 31, 2004 for all shares covered under the convertible debentures and
warrants, in addition to registration rights agreements with prior shareholder
of the Company. The Company issued 5% Convertible Debentures in the aggregate
principal amount of $525,000, with a conversion price equal to $0.16 per share.
In connection therewith the Company issued 453,125 shares of common stock in
satisfaction of certain debt and warrants to purchase 1,599,064 shares of common
stock with an exercise price equal to $0.32.

ITEM 6    EXHIBITS AND REPORTS ON FORM 8-K

31. Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


32. Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





Signature

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.


Date: December 15, 2004                     /s/  Alan Christopher Johnson
                                            ----------------------------------
                                                 Alan Christopher Johnson,
                                                 President and
                                                 Chief Executive Officer