SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-QSB / A
                                 AMENDMENT NO.2


[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15 OF THE SECURITIES EXCHANGE ACT OF
              1934 For the Quarterly Period Ended October 31, 2003



                                       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)



              8000 Regency Parkway, Suite 660 Cary, North Carolina
                                      27511
                     --------------------------------------
                    (Address of principal executive offices)

                                 (919) 469-6997
                            -------------------------
                           (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
                                                                      ---   ---

     As of October 31, 2003, 23,636,180 shares of Common Stock, par value
$0.0001 were outstanding


<PAGE>



                          EXPLANATORY SUPPLEMENTAL NOTE

We have filed this Amendment on Form 10-QSB/A to restate and revise/update
disclosure(s) and presentation of our Consolidated Financial Statements with
notes for the three month ended October 31, 2003 and three month ended October
31, 2002. During the period ended October 31, 2003 the Company incorrectly
accounted for certain financial information of one of its subsidiary.

This Amendment continues to reflect circumstances as of the date of the original
filing of the Form 10-QSB, and we have not made any attempt to modify or update
the disclosures contained therein to reflect events that occurred at a later
date, except for the items related to the restatement and as otherwise expressly
stated herein.


<PAGE>


                          PART 1 FINANCIAL INFORMATION


ITEM 1      FINANCIAL STATEMENTS

                MOBILE REACH INTERNATIONAL, INC. AND SUBSIDIARIES
                                  BALANCE SHEET

                 FOR THE PERIOD ENDED OCTOBER 31, 2003 AND 2002
                                   (UNAUDITED)



                                                                         Three
                                                                         months
                                                                         ended
                                                                        10/31/03
Current Assets
          Cash                                                          (39,289)
          Accounts Receivable                                            16,334

Total Current Assets                                                    (22,955)

Property and Equipment
              Computer Equipment                                         74,552
              Furniture and Fixtures                                     10,272

              Accumulated  Depreciation                                 (45,997)

Total Fixed Assets                                                       38,828
                                                                     ----------
Other Assets

          Total Deposits                                                 17,000
                                                                     ----------
                                                                     ----------

TOTAL ASSETS                                                             32,873
                                                                     ==========


LIABILITIES & EQUITY

          Accounts Payable                                              183,131

          Other Current Liabilities
              Other                                                       1,313
              Payroll Liabilities                                       224,763

              Current Portion - L/T Debt                                  4,075
              Deferred Salaries                                         198,706
              Notes Payable                                             590,321
              Accrued Interest Payable                                   34,179
              Accrued Expenses                                          199,013
              Total Deferred Revenue                                     18,487

              Contingencies(1)                                          105,000
                                                                     ----------
          Total Current Liabilities                                   1,558,988
                                                                     ----------
                                                                     ----------
     Long Term Debt - Net of Current Portion
              Notes Payable - L/T Debt                                  423,147
              Notes Payable - L/T - Equipment                            12,100
                                                                     ----------

          Total Long Term Liabilities                                   435,248
                                                                     ----------

     Total Liabilities                                                1,994,234
                                                                     ----------
     Equity
          Retained Earnings                                           4,645,582)
          Common Stock - issued and outstanding 23,636,180 shares     3,501,288
          Net Income (LOSS)                                            (817,067)
                                                                     ----------

    Total Equity                                                      1,961,361)
                                                                     ----------

TOTAL LIABILITIES & EQUITY                                               32,873
                                                                     ==========


<PAGE>



                MOBILE REACH INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
                 FOR THE PERIOD ENDED OCTOBER 31, 2003 AND 2002
                                   (UNAUDITED)



                                               Three months       Three months
                                               ended 10/31/03     ended 10/31/02
                                               ==============     ==============
                                               ==============     ==============

Ordinary Income/Expense
     Income
          License Revenue                          23,467                --
          Software Licenses - Others                 --                  --
          Reseller Fees                            11,070                --
          Product Revenue                            --                  --
          Product(H/W&S/W) Revenue                   --                  --
          Annual Support Maintenance                1,474                --
          Professional Services                    16,100                --

                                                  -------             -------
     Total Income                                  52,111              (1,400)

     Cost of Goods Sold
              Development Salaries                 98,837                --
              COGS - Other Product Licenses          --                  --
                                                  -------             -------

          Total Cost of Goods Sold                 98,837                --
                                                  -------             -------

     Total COGS                                    98,837                --
                                                  -------             -------
  Gross Profit                                    -46,727                --
     Sales & Marketing
     Sales & Marketing
          Sales Salaries                           89,769                --
          Commissions                              10,000                --
          Marketing                                 9,130                --
          Total Sales & Marketing                 108,899                --
                                                  -------             -------
                                                  -------             -------
          Total G&A Expense                       649,601                --
                                                  -------             -------
                                                  -------             -------
          Total  Expense                          758,500                --
                                                  -------             -------

     Net Ordinary Income
                                                 -805,226                --
     Other Income/Expense
            Other Expense

              Depreciation Expense                  5,762                --
              Interest Expense                      6,079                --
                                                  -------             -------
     Total Other Expense                           11,841                --
                                                  -------             -------

  Net Other Income                                -11,841                --
                                                  -------             -------

Net Income                                        -817,067               --
                                                  -------             =======


<PAGE>
<TABLE>
<CAPTION>


                      MOBILE REACH INTERNATIONAL, INC. AND SUBSIDIARIES
                                   STATEMENT OF CASH FLOWS
                       FOR THE PERIOD ENDED OCTOBER 31, 2003 AND 2002
                                         (UNAUDITED)



                                                           Three months       Three months
                                                           ended 10/31/03     ended 10/31/02
                                                           --------------     --------------


      OPERATING ACTIVITIES

              <S>                                            <C>                  <C>
              Net Income                                      (817,067)           (1,400)
              Adjustments to reconcile Net Income
              to net cash provided by operations:                                                                      --
              Services provided as capital contribution                              150
              Common stock issued for services                                       450
              Increase (decrease) in accounts payable                              1,250
              Total adjustments                                                    1,400

          Net cash provided by Operating Activities           (236,362)             --

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

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

      Net cash increase for period                             (76,537)             --


      Cash at beginning of period                               37,249              --
                                                              --------          --------

Cash at end of period                                          (39,289)             --
                                                              ========          ========


</TABLE>

<PAGE>


NOTES TO FINANCIAL STATEMENTS
for Period Ended October 31, 2003

Note 1. Notes Payable
The Company has notes in the amount of $590,321 for the period ended October 31
2003 and carried forward from the seven month ended July 31 2003. Promissory
Notes accumulated are made up of vendors and investors. Except notes noted below
in the companies legal proceedings all notes are in good standing with interest
bearing until paid. The Company believes that it will be able to fulfill upon
such notes from its current revenues and capital raising activities


Note 2.
The Company is in default of various payables and claims of payables through its
normal conduct of its business. The Company believes that such claims,
individually and in the aggregate, are not likely to have a material adverse
effect on its financial position or results of operations. For the period ended
October 31, 2003 the company has negotiated several if not most of the payable
claims in arrears with schedules of payment or actual payments in full. The
Company believes in its disclosure through its 10KSB and 8K filings that all
claims have been disclosed in full at the time of the respective filing.


Note 3.
As of the first quarter ended October 31, 2003 the Company has not filed its
Federal Tax returns for the years 2002 and 2001. The Company has continued to
sustain losses and believe the carry forward losses will not adversely affect
its potential tax liability. The Company has however with the assistance of its
auditors filed the necessary paperwork (extension if applicable) with the
Internal Revenue Service as of its last 10KSB, for the period ended July 31,
2003.

Note 4
For the period ended October 31, 2002 the Company operated as A Development
Stage Company. Therefore the Comparative Consolidated Statement of Operations
are for comparison only and are not intended to indicate the performance of the
Company on a going forward basis.


<PAGE>



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 attached pro-forma consolidated financial data; is provided for comparative
purpose only and does not claim to be indicative of the actual financial
position or result of the Company's carry forward operations.

Total revenue for the three-month period ended October 31st, 2003 was $52,111.00
thousand compared to $(1,400) reported for the three month period ending October
31, 2002. Total Net loss for the three-month period ended October 31st, 2003 was
$ 817,067 or $.035 per diluted common share.

The Cost of Sales associated with the delivery of our solutions is expected to
decrease as the repeatable model is implemented with future customers. As a
result, the company recognized an above average cost associated for the
three-months ended October 31st 2003. Revenue mix for the three months ended
October 31st, 2003 was attributable to 66.27% from software license fees, 2.83%
from maintenance and support fees, and 30.9% from professional services fees.

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



SG&A for the three-month period ended October31st 2003 was $758,500.00
consisting primarily of compensation, Professional fees including both legal and
accounting. 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


At October 31st, 2003, the Company had current assets of $ 32,873 and current
liabilities of $ 1,558,986. Our independent auditors, who audited our financial
statements for the period ended July 31, 2003, 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 raised $180,000.00 in additional
funds since August 1st, 2003. Since July 31, 2003, the additional capital has
not improved the Company's financial resources. Management believes it is
imperative that the Company raise additional funds, to fund the Company's
operations, including the costs of compliance with the continuing reporting
requirements of the Securities Exchange Act of 1934, as amended, for itself and
its subsidiaries.


<PAGE>


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 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 depend upon a limited number of customers.

We anticipate that a significant portion of our revenues in fiscal 2004 will be
derived from orders from a limited number of customers. In particular, we are
highly dependent on our relationship with Duke University Medical Center. The
timing of receipt, fulfillment and deployment of orders from Duke University
Medical Center and other significant customers is likely to cause significant
fluctuations in our operating results, especially on a quarterly basis. Further,
if we were to lose any of these customers there would be a significant impact on
our financial status


We are dependent on certain key personnel, including our Chief Executive
Officer, Michael Hewitt.

We are highly dependent on certain key individuals, including Michael Hewitt,
our Chief Executive Officer, for management and operation. Our operations would
suffer significantly if some or all of these individuals were to terminate their
relationship with the company for any reason. Retaining these relationships will
become even more important as we grow. We cannot assure you that we would be
able to replace a key individual who terminated his or her relationship with the
company. It would cost us more to replace a key individual than it costs us to
retain these relationships. There is strong competition for recruitment of new
technical personnel, in particular, and if we are unable to attract qualified
personnel, we will be unable to grow or sustain its business. We do not have any
key-man life insurance on our current employees.

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.

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.

<PAGE>



Our founders, officers and directors beneficially own approximately 34 % of our
stock on a fully diluted basis; 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 of
October 31ST, 2003, our founders, officers and directors beneficially owned
approximately 34% of our common stock on a fully diluted basis. In addition,
employees of the Company own additional shares and rights to acquire shares. As
a result, the founders, officers and directors will have significant ability to:


     o    elect or defeat the election of our directors;

     o    amend or prevent amendment of our articles of incorporation or bylaws;

     o    effect or prevent a merger, sale of assets or other corporate
          transaction; and

     o    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 do not expect 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.


Employees


The Company has 22 employees. Of these, eight are in technology development,
three are mobility strategy consultants, five are in sales and marketing and six
are management and administrative. 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.


<PAGE>



                           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, are not likely to 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 of $115,412.75 pursuant to a promissory note entered
into by MRT; this complaint is still in litigation.

The Company has received a demand letter from counsel for a former employee
requesting payment for services rendered by this former employee to MRT. This
matter is the subject to pending settlement negotiations.


The Company has also received a demand letter from the Administrative Receivers
for Advance Banking Solutions Limited, a United Kingdom company, for 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. With respect to the claim by Advance Banking
Solutions Limited, the Company has an indemnification agreement with certain
shareholders of API and has placed shares in escrow with the attorney for API to
cover any liability of the Company with respect to these claims. Under the
advisement and guidance of its Auditors, the company continues to carry the
contingent liability from its July 31st 2003 audit on its Balance Sheet in the
amount of $105,000.00.



In connection with the merger with API, The Company has also received an
unasserted claim for services from Hamilton Lehrer & Dargan PA, in connection
with the merger. The Company believes that such possible claims, individually
and in the aggregate, are not likely to have a material adverse effect on its
financial position or results of operations.

ITEM 2      CHANGE 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, 2003, 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 31st, 2003, the Company sold a total of
911,355 shares of its Common Stock:


<PAGE>




     a)   Securities Sold. On 09/10/03, 142,857 shares of Company Common Stock
          were sold

     b)   Securities Sold. On 09/24/03, 192,308 shares of Company Common Stock
          were sold

     c)   Securities Sold. On 10/03/03, 476,190 shares of Company Common Stock
          were sold

     d)   Securities Sold. On 10/20/04 100,000 shares of Company Common Stock
          were sold


911,355 Each of the above Securities sold were during the Quarter but were not
issued, therefore a line item in the balance sheet is reflective as paid in
common stock that is a carry forward and will be reflective in the next quarter
as part of the issued and outstanding.


ITEM 3      DEFAULT UPON SENIOR SECURITIES

None.

ITEM 4      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

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

ITEM 5      OTHER INFORMATION


99. Letter of Response to the Securities and Exchange Commission


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.



<PAGE>

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: March 12, 2004                        /s/  Michael J. Hewitt
                                            -----------------------------------
                                                 Michael J. Hewitt
                                                 President and
                                                 Chief Executive Officer