SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 10-QSB/A
                                  -------------

                                 Amendment No. 1
                                 ---------------


(Mark One)

|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                For the quarterly period ended September 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 Number: 0 - 51017


                            ZOMEX DISTRIBUTION, INC.
                            ------------------------
             (Exact name of registrant as specified in its charter)


            Nevada                                              98-0412333
            ------                                              ----------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

        5205 Buchanan Road, Peachland, British Columbia, Canada, VOH 1X1
        ----------------------------------------------------------------
                    (Address of principal executive offices)

                                 (250) 767-2986
                                 --------------
                           (Issuer's telephone number)

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 |_|   No |X|


At November 29, 2004, the registrant  had 9,361,605  shares of Common Stock,  no
par value, issued and outstanding.


Transitional Small Business Disclosure Format (check one):   Yes |_|   No |X|



<PAGE>






                         PART I - FINANCIAL INFORMATION
                         ------------------------------

Item 1.  FINANCIAL STATEMENTS
-----------------------------









                          Interim Financial Statements of

                          ZOMEX DISTRIBUTION INC.
                          -----------------------

                          (A Development Stage Enterprise)

                          Three months and nine months ended September 30, 2004



<PAGE>





<TABLE>
<CAPTION>
ZOMEX DISTRIBUTION INC.
-----------------------
(A Development Stage Enterprise)
Balance Sheets

$ United States

September 30, 2004 and December 31, 2003

============================================================================================
                                                             September 30,
                                                                      2004      December 31,
                                                               (Unaudited)              2003
--------------------------------------------------------------------------------------------

Assets
------

<S>                                                         <C>               <C>
Current asset
   Cash                                                     $       1,427     $          20

Software                                                            9,372             9,372
Accumulated depreciation                                           (9,372)           (9,372)
--------------------------------------------------------------------------------------------
                                                                        -                 -

--------------------------------------------------------------------------------------------
                                                            $       1,427     $          20
============================================================================================


Liabilities and Stockholders' Deficiency
----------------------------------------

Current liabilities:
   Stockholders' loans (note 2)                             $     100,537     $      74,867
   Promissory notes (note 3)                                        3,600             3,600
   -----------------------------------------------------------------------------------------
                                                                  104,137            78,467

Promissory notes (note 3)                                           6,300             6,300

Stockholders' deficiency:
   Capital stock:
       Authorized:
          10,000,000 non-voting preferred shares with a
          par value of $0.001 each
          100,000,000 common shares with a par value of
          $0.001 each,
       Issued:
          9,361,605 common shares                                   9,362             9,362
          Additional paid-in capital                                   10                10
   Deficit accumulated during the development stage              (118,382)          (94,119)
   -----------------------------------------------------------------------------------------
                                                                 (109,010)          (84,747)

Commitments (note 4)
--------------------------------------------------------------------------------------------
                                                            $       1,427     $          20
============================================================================================
</TABLE>


See accompanying notes to interim financial statements.



<PAGE>





<TABLE>
<CAPTION>
ZOMEX DISTRIBUTION INC.
-----------------------
(A Development Stage Enterprise)
Statements of Loss
(Unaudited)

$ United States

===========================================================================================================================
                                 From Inception      Three months ended September 30,       Nine months ended September 30,
                              (August 12, 1998)      --------------------------------       -------------------------------
                          to September 30, 2004               2004               2003               2004               2003
---------------------------------------------------------------------------------------------------------------------------

<S>                            <C>                <C>                <C>                <C>                <C>
Expenses
   General and
     administrative            $        96,572    $         1,218    $            15    $        11,825    $            45
   Software
     development costs                  12,438                  _                  -             12,438                  -
   Depreciation                          9,372                  -                  -                  -                  -
   ------------------------------------------------------------------------------------------------------------------------
                                       118,382              1,218                 15             24,263                 45

---------------------------------------------------------------------------------------------------------------------------
Loss                           $      (118,382)   $        (1,218)   $           (15)   $       (24,263)   $           (45)
===========================================================================================================================


Weighted average
   number of common
   shares outstanding,
   basic and diluted                 8,546,194          9,361,605          9,371,905          9,361,605          9,371,905

Loss per common share,
   basic and diluted           $         (0.01)   $         (0.00)   $         (0.00)   $         (0.00)   $         (0.00)
===========================================================================================================================
</TABLE>


See accompanying notes to interim financial statements.



<PAGE>





<TABLE>
<CAPTION>
ZOMEX DISTRIBUTION INC.
-----------------------
(A Development Stage Enterprise)
Statement of Stockholders' Deficiency and Comprehensive Loss

$ United States

Nine months ended September 30, 2004 (unaudited), years ended December 31, 2003,
2002, 2001 and 2000 and period from inception (August 12, 1998) to September 30,
2004 (unaudited).

===========================================================================================================
                                            Capital Stock
                                     ---------------------------                     Deficit
                                                                                 Accumulated
                                               Common Shares        Additional    During the
                                               -------------           Paid-in   Development
                                           Number         Amount       Capital         Stage          Total
------------------------------------------------------------------------------------------------------------

<S>                                  <C>            <C>           <C>           <C>            <C>
Balance at inception,
  (August 12, 1998)                         -       $      -      $      -      $      -       $       -

Comprehensive loss
   Loss                                     -              -             -           (9,590)         (9,590)
------------------------------------------------------------------------------------------------------------
Balance, December 31, 1998                  -                -           -           (9,590)         (9,590)

Shares issued on acquisition
  of software                          9,371,905          9,372          -             -              9,372

Comprehensive loss
     Loss                                   -              -             -           (4,736)         (4,736)
------------------------------------------------------------------------------------------------------------
Balance, December 31, 1999             9,371,905          9,372          -          (14,326)         (4,954)

Comprehensive loss
     Loss                                   -              -             -            4,746)         (4,746)
------------------------------------------------------------------------------------------------------------
Balance, December 31, 2000             9,371,905          9,372          -          (19,072)         (9,700)

Comprehensive loss
     Loss                                   -              -             -          (36,345)        (36,345)
------------------------------------------------------------------------------------------------------------
Balance, December 31, 2001             9,371,905          9,372          -          (55,417)        (46,045)

Comprehensive loss
     Loss                                  -               -             -           (3,295)         (3,255)
------------------------------------------------------------------------------------------------------------
Balance, December 31, 2002             9,371,905          9,372          -          (58,712)        (49,340)

Shares surrendered and cancelled         (10,300)           (10)           10          -               -

Comprehensive loss
     Loss                                   -                -           -          (35,407)        (35,407)
------------------------------------------------------------------------------------------------------------
Balance, December 31, 2003             9,361,605          9,362           10        (94,119)        (84,747)

Comprehensive loss
    Loss                                    -              -            -           (24,263)        (24,263)
------------------------------------------------------------------------------------------------------------
Balance, September 30, 2004            9,361,605    $     9,362   $        10   $  (118,382)   $   (109,010)
============================================================================================================
</TABLE>

See accompanying notes to interim financial statements.


<PAGE>





<TABLE>
<CAPTION>
ZOMEX DISTRIBUTION INC.
-----------------------
(A Development Stage Enterprise)
Statements of Cash Flows
(Unaudited)

$ United States

=======================================================================================================================

                                     From Inception   Three months ended September 30,  Nine months ended September 30,
                                   (August 12, 1998)  -------------------------------   -------------------------------
                              to September 30, 2004             2004             2003             2004             2003
-----------------------------------------------------------------------------------------------------------------------


<S>                                  <C>              <C>              <C>              <C>              <C>
Cash provided by (used in):

Operating activities:
     Cash paid to service
       providers (note 5)            $    (109,010)   $      (4,197)   $         (15)   $      (24,263)  $         (45)

Financing activities:
     Loan from stockholders                100,537            4,999                -            25,670               -
     Proceeds from issuance
       of promissory notes                  16,200                -                -                 -               -
     Repayment of
       promissory notes                     (6,300)               -                -                 -               -
     ------------------------------------------------------------------------------------------------------------------
                                           110,437            4,999                -            25,670               -

-----------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash                  1,427              802              (15)            1,407             (45)

Cash, beginning of period                        -              625               20                20              50

-----------------------------------------------------------------------------------------------------------------------
Cash, end of period                  $       1,427    $       1,427    $           5    $        1,427   $           5
=======================================================================================================================


Supplemental cash flow
  information:
     Interest paid                   $           -    $           -    $           -    $            -   $           -
     Income taxes paid                           -                -                -                 -               -
     ==================================================================================================================

Non-cash financing and investing
  activities:
     Shares issued on
       acquisition of
       software                      $       9,372    $           -    $           -    $            -   $           -
     ==================================================================================================================
</TABLE>


See accompanying notes to interim financial statements.


<PAGE>



ZOMEX DISTRIBUTION INC.
-----------------------
(A Development Stage Enterprise)
Notes to Interim Financial Statements
(Unaudited)

$ United States

Three months and nine months ended September 30, 2004

================================================================================

1.   Significant accounting policies:
-------------------------------------

     (a)  Going concern

          These  financial  statements  have been  prepared  on a going  concern
          basis,  which assumes the  realization  of assets and  liquidation  of
          liabilities  in  the  normal  course  of  business.  As  shown  in the
          financial statements,  the Company has not generated revenues,  has an
          accumulated  deficit since inception of $118,382.  As at September 30,
          2004, the Company was in default of certain promissory notes and had a
          working   capital   deficiency   of  $102,710.   These  factors  raise
          substantial  doubt about the Company's  ability to continue as a going
          concern.  The  Company's  ability to  continue  as a going  concern is
          dependent on its ability to generate future profitable  operations and
          to receive continued financial support from its stockholders and other
          investors.  These financial  statements do not include any adjustments
          that might result from the outcome of this uncertainty.

          Management's  plans  with  respect  to  generating  future  profitable
          operations  include the development of its software,  which management
          estimates will require $550,000 of development  expenditures  over the
          next twelve months. In addition,  management  anticipates that certain
          stockholders will provide  additional funds in the form of stockholder
          loans to finance  continued  operations  and that the Company  will be
          able to obtain  additional  funding through public or private sales of
          its  securities.  Such  financing  may not be  available or may not be
          available on reasonable  terms. To September 30, 2004, the Company had
          received loans of $25,670 from the Company's President. The resolution
          of this  going  concern  issue  is  dependent  on the  realization  of
          management's   plans.   If  management  is   unsuccessful  in  raising
          financing, the Company will be required to cease operations.

     (b)  General

          The  information   included  in  the  accompanying  interim  financial
          statements has been prepared by management, is unaudited and should be
          read in conjunction with the annual audited  financial  statements and
          notes for the fiscal year ended  December 31, 2003.  In the opinion of
          management,  all  adjustments,  consisting  solely of normal recurring
          adjustments,  necessary  for  fair  presentation  of  the  results  of
          operations  for the  interim  periods  presented  have been  reflected
          herein.  The results of operations for the interim  periods  presented
          are not  necessarily  indicative of the results to be expected for the
          entire fiscal year.

2.   Stockholders' loans:
-------------------------

     The loans from stockholders are unsecured, non-interest bearing and are due
     on demand.



<PAGE>




ZOMEX DISTRIBUTION INC.
-----------------------
(A Development Stage Enterprise)
Notes to Interim Financial Statements
(Unaudited)

$ United States

Three months and nine months ended September 30, 2004

================================================================================

3.   Promissory notes:
----------------------

     The  promissory  notes  are  unsecured,   non-interest   bearing  and  were
     originally  due on March  16,  2001.  On  December  16,  2003,  holders  of
     promissory  notes totaling  $6,300 agreed to renew their  promissory  notes
     with a due date of  December  15,  2005.  All of the  promissory  notes are
     payable to related parties who are stockholders of the Company.  The $3,600
     in promissory notes which have not been renewed,  are due on demand and the
     note holders have taken no action to enforce repayment.

4.   Commitments:
-----------------


     In the nine months ended  September  30, 2004,  the Company  entered into a
     service  agreement  related  to the  development  of a sales  strategy  and
     marketing plan. The agreement  provides for  compensation of  approximately
     $22,000  (Cdn.  $30,000) of which  approximately  $nil has been incurred to
     September 30, 2004.


5.   Supplementary cash flow information:
-----------------------------------------

     Reconciliation of loss to cash used in operating activities


<TABLE>
<CAPTION>
     ==========================================================================================================
                             From Inception  Three months ended September 30,   Nine months ended September 30,
                          (August 12, 1998)  --------------------------------   -------------------------------
                      to September 30, 2004             2004             2003             2004             2003
     ----------------------------------------------------------------------------------------------------------


<S>                          <C>             <C>               <C>              <C>              <C>
     Loss                    $    (118,382)  $       (1,218)   $         (15)   $     (24,263)   $         (45)
     Non-cash items:
       Depreciation                  9,372                -                -                -                -
     Increase in accounts
       payable and accrued
       liabilities                       -           (2,979)               -                                 -

     ----------------------------------------------------------------------------------------------------------
     Cash used in
       operating activities  $    (109,010)  $       (4,197)   $         (15)   $     (24,263)   $         (45)
     ==========================================================================================================
</TABLE>




<PAGE>






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

General
-------


The following  discussion and analysis  should be read in  conjunction  with our
financial  statements (and notes related  thereto)  appearing  elsewhere in this
report.


Our  principal  business  address  is 5205  Buchanan  Road,  Peachland,  British
Columbia, Canada, VOH 1X1; our telephone number (250) 767-2986.

We were incorporated in Nevada on August 12, 1998. We are a developmental  stage
company  and we acquired an early or basic  version of  convention  registration
software from Trans-National Software Distributors, Ltd., our predecessor.

While we plan to  develop  that  software  into  full  featured,  multi-platform
software and market it to  convention  centers and  businesses  that  facilitate
conventions, we currently have no business, revenues or tangible assets.

Results of Operations.
----------------------

We have not yet realized any revenue from  operations and we do not expect to be
able to generate any revenues until we further modify our existing software.

Our Plan of Operation for the Next Twelve Months. Our plan of operations for the
-------------------------------------------------
next twelve months is contingent  upon raising the necessary  funds to implement
this business plan. If we raise such funds,  we plan to focus on seven key steps
during the next twelve months:

     1.   Document all current features  (within the existing  software) and add
          ----------------------------------------------------------------------
          new features to create a comprehensive feature list. This feature list
          ----------------------------------------------------
          will be determined,  cooperatively, with our marketing and sales staff
          (or  subcontractors  if we have not yet  hired a  marketing  and sales
          staff). We plan to call the new version of our software, running under
          Windows,  "Version  1." The  original  software  (written  in UNIX) is
          acting as a template and prototype for functionality and features.  We
          do not plan to further  develop the UNIX  software  we  acquired  from
          Trans-National. We believe the original software has good features but
          is technically dated, lacks a contemporary look and feel, and needs to
          be updated for the best market penetration.  As well, at this step, we
          will  incorporate  the  architecture  for  the  ASP  (Internet-facing)
          features.  We believe that  Microsoft  Windows,  and not OS/2 or UNIX,
          will provide us with the best probability of market success.

     2.   Define a new software and hardware system  architecture  document that
          ----------------------------------------------------------------------
          is suitable for our business and market objectives. This document will
          ---------------------------------------------------
          detail our  software  and  hardware  strategy,  key  techniques,  main
          software  components and modules and how the main pieces fit together.
          The detailed software  specifications  proceed from this document.  We
          expect that the product modules will be developed mainly for small and
          mid-volume client applications.  However, we do plan to anticipate for
          market growth and higher volume clients within our base architecture.

     3.   Determine  the  appropriate  software  design  specification  from the
          ----------------------------------------------------------------------
          system architecture document. The design specification will be used by
          -----------------------------
          the programmers to write the software code.



<PAGE>






     4.   Write the software code and prepare for sales.  The  programmers  will
          ----------------------------------------------
          write the Version 1 software.

     5.   Prepare for sales and marketing. Marketing and sales personnel (either
          --------------------------------
          employees  or  independent  contractors  if we have not yet hired such
          employees)  will create the  marketing  approach  and define the sales
          approach.

     6.   Perform Test and Quality Assurance. Testing and quality assurance will
          -----------------------------------
          be performed on the developed software.

     7.   Begin Selling. We will release the Version 1 software to our marketing
          --------------
          and sales personnel (either employees or independent contractors if we
          have not yet hired such employees). Marketing and sales will have been
          concurrently working and preparing the marketplace.

On January 5, 2004, we entered into an agreement  with Sierra  Strategic  Design
Inc. to provide software architectural and design services for the re-writing of
our convention  software.  Sierra Strategic has focused on steps 1-3 above. With
regard  to steps 1 and 2,  Sierra  Strategic  has  created a  detailed  134 page
technical  document for the current  software.  Further,  Sierra  Strategic  has
created a list of features to be included in the  re-writing  of our  convention
software.


In  connection  with these steps,  we also plan to retain the original  software
developers, Exan Technology, located in Vancouver, Canada, to further refine and
develop our software. John DeVries is the sole shareholder, officer and director
of Exan Technology.  John DeVries, who is an officer,  director, and shareholder
of the Firm Foundation,  which owns 863,125 of our shares and is  brother-in-law
of the Company's sole director,  Peter Buckley.  We anticipate that it will cost
approximately  $200,000  to complete  all of the  developments  to re-write  the
software.  We must raise sufficient  capital to retain Sierra Strategic and hire
Exan  Technology  (or another  contractor(s)  of similar skill) to provide those
services. We currently do not have funds available for such modifications.


Additionally,  on January  5, 2004,  Business  World I.T.  Inc.  agreed to begin
market research, calling of potential customers and preparing sales strategy and
literature for us.

Twelve month Budget and Activities.  Our 12 month budget is:
-----------------------------------




<PAGE>






========================================================================
Item                                                        Amount
========================================================================

Technical Wages or Technical Sub-contract Expense to        200,000
Sierra Strategic, Exan Technology or other contractors
(software development costs and fees)

Marketing and Sales (salaries, marketing collateral,        150,000
travel) including payments to Business World I.T. Inc.
or other contractors.

Facilities Lease                                             20,000

Office Furnishings and Equipment (includes computer          30,000
equipment)

General Admin & Office Expense                               10,000

Professional Fees                                            50,000

Web site development                                         10,000

Working Capital                                              80,000

   Total for 12 months                                   $  550,000
========================================================================

Our  failure  to  obtain  $550,000  to  complete  our  twelve-month   plan,  and
potentially  additional funds as a result of new business activity and planning,
would  significantly  limit  or  eliminate  our  ability  to fund  our  software
development, sales and marketing activities, and we would not be able to compete
within the convention software industry.

Twelve month Cash  Utilization and Financing.  At December 31, 2003, the date of
---------------------------------------------
our most recent audited financial  statements,  we had available cash of $20, at
September 30, 2004, we had available cash of $1,427. This cash will last us less
than  one  month  from  the  date of this  report.  We  plan  to  begin  seeking
substantial  additional funding within the next three months.  Until we are able
to raise such substantial  additional  funds, we hope to borrow additional funds
from Mr. Buckley to pay our obligations.  Initial cash demands in the next three
months will be low due to a focus on system architecture and marketing strategy.
The majority of technical and marketing  expenses will be incurred during months
seven to twelve,  when the software is being  developed  and the  marketing  and
sales  staff  is being  fully  engaged  in the  marketplace.  We plan to  secure
technical  and  marketing   guidance  in  the  next  six  months  through  major
shareholders  and their  contacts at low to minimal  cost. We also plan to avoid
securing leased office space until we secure financing.


On January 5, 2004,  Business World I.T. Inc.  agreed to begin market  research,
calling of potential  customers and preparing  sales strategy and literature for
us. The agreement with Business World I.T. Inc. has since been revised.  We will
pay  Business  World  $30,000  (CDN) for  their  services  under the  agreement.
Specifically, payment of consideration under the contract will begin in November
2004 at the rate of $10,000 (CDN) per month for three months.  Additionally,  on
January 5, 2004, we entered into an agreement with Sierra  Strategic Design Inc.
We had agreed to pay Sierra Strategic $35,000 (CDN) for their services under the
agreement.  We have paid  Sierra  Strategic  a total of  $14,000  (CDN).  Sierra
Strategic  agreed to amend the  agreement to accept this  $14,000  (CDN) as full
consideration  for the services  rendered to date.  Once Business  World I.P. IT
Inc.  completes  its  work in  November  2004,  we hope to again  retain  Sierra
Strategic to complete its work under the original contract.





<PAGE>








We plan to bring the company  into an  operational  state by securing  temporary
financing  from  Mr.  Buckley.  He  recently  provided  us with  temporary  debt
financing of $25,670. This loan is unsecured, non-interest bearing and is due on
demand  and was  necessary  to enable us to  conduct  our  business  and pay our
obligations,  as appropriate.  Specifically,  we anticipate that such funds from
                               -------------------------------------------------
Mr. Buckley will allow us to pay our obligations to Business World I.T. Inc. and
--------------------------------------------------------------------------------
to conduct our  business to the limited  extent  needed  continue to develop our
--------------------------------------------------------------------------------
system architecture and marketing strategy as well as to pay our basic expenses,
--------------------------------------------------------------------------------
such  as  administrative  fees,  legal  fees  and  accounting  fees.  We do  not
--------------------------------------------------------------------------------
anticipate  using such funds to pay any past due amounts  under our  outstanding
--------------------------------------------------------------------------------
promissory  notes.  Additionally,  such funds  will not allow us to develop  our
--------------------------------------------------------------------------------
software beyond step 3 of our business plan, detailed above.  Development beyond
--------------------------------------------------------------------------------
step 3 will require substantial additional  financing..  We expect to be able to
--------------------------------------------------------------------------------
meet our cash needs for the next six months  utilizing loans from  shareholders.
--------------------------------------------------------------------------------
There  can be no  assurances  that  additional  loans  will  be  available  from
--------------------------------------------------------------------------------
shareholders on favorable terms, if at all. Other than the letter agreement with
--------------------------------------------------------------------------------
Mr. Buckley, there are no agreements with any shareholders to provide additional
--------------------------------------------------------------------------------
loans.
------

We plan to begin seeking  substantial  additional  funding within the next three
months.  Our preference is to secure the needed  financing within the next three
months to avoid very tight schedules within the project plan during months seven
to twelve. As of November 29, 2004, we have not secured additional financing. If
we do not secure  financing in December  2004,  we will be forced to revisit our
business  plan.  The  consequences  of this  would be the delay of our  software
release by at least 6 months.


There  can be no  assurance  that  additional  funding  will  be  available  on,
favorable  terms,  if at all. If  adequate  funds are not  available,  we may be
required to curtail operations significantly or to obtain funds by entering into
arrangements  with  collaborative  partners  or others  that may  require  us to
relinquish rights to certain of the products we intend to retail.  However,  our
prediction for the period of time through which our financial  resources will be
adequate to support our operations is a forward-looking  statement that involves
risks and  uncertainties,  and actual results could fail as a result of a number
of factors.

Twelve  month  Cash  Availability.  If  we  are  unable  to  secure  substantial
----------------------------------
financing,  then we anticipate that our expenses for the next twelve months will
be limited to the day-to-day expenditures necessary to conduct business, such as
administrative expenses.

In the future, we hope to secure financing through:
---------------------------------------------------

     o    Secondary offering(s) of our securities
     o    Private Placement(s) of our securities
     o    Entering into a partnering arrangement(s) with other companies

There can be no assurance  that  additional  funding,  including  funding of our
day-to-day  expenditures,  will be available on favorable  terms,  if at all. If
adequate  funds are not  available,  we may be  required  to curtail  operations
significantly   or  to  obtain  funds  by  entering   into   arrangements   with
collaborative partners or others that may require us to relinquish rights and/or
future profits to certain of the products we intend to sell.

<PAGE>






However,  our  prediction  for the period of time  through  which our  financial
resources  will be  adequate  to support  our  operations  is a  forward-looking
statement that involves risks and  uncertainties,  and actual results could fail
as a result of a number of factors.

Employees.  We  anticipate  that we will not hire  any  employees  until we have
----------
secured  adequate  financing  to meet all or  substantially  all of our budgeted
commitments for the next twelve months.

Off-Balance  Sheet  Arrangements.  We  have  no  significant  off-balance  sheet
---------------------------------
arrangements  that have or are  reasonably  likely  to have a current  or future
effect on our financial condition,  changes in financial condition,  revenues or
expenses,  results of operations,  liquidity,  capital  expenditures  or capital
resources that is material to stockholders.

                           FORWARD LOOKING STATEMENTS
                           --------------------------

Certain matters discussed or referenced in this report, including expectation of
increased  revenues and  continuing  losses,  our  financing  requirements,  our
capital  expenditures  and our  prospects  for the  development  of our  grocery
distribution  business,  are forward-looking  statements.  Other forward-looking
statements may be identified by the use of  forward-looking  terminology such as
"may",  "will",  "expect",  "believe",   "estimate",   "anticipate",   "intend",
"continue",  or similar terms,  variations of such terms or the negative of such
terms. All forward-looking  statements speak only as of the date of this report,
and we expressly  disclaim any obligation or undertaking to release publicly any
updates or revisions to any forward-looking  statements contained in this report
to reflect any change in our expectations  with regard to such statements or any
change in events,  conditions or  circumstances  on which any such  statement is
based. Although such statements are based upon our current expectations,  and we
believe  such   expectations  are  reasonable,   such   expectations,   and  the
forward-looking  statements  based on them,  are subject to a number of factors,
risks and uncertainties that could cause our actual results to differ materially
from  those  described  in  the  forward-looking  statements,   including  those
described  below and in our  other  filings  with the  Securities  and  Exchange
Commission.


ITEM 3.  CONTROLS AND PROCEDURES
--------------------------------

(a)  Evaluation of Disclosure Controls and Procedures. Management, including the
Chief  Executive  Officer  and  Chief  Financial  Officer,   have  conducted  an
evaluation of the effectiveness of disclosure  controls and procedures  pursuant
to Exchange Act Rule 13a-14(c) and 15d-14(c).  This  evaluation was conducted as
of September 30, 2004. Based on that evaluation, the Chief Executive Officer and
Chief Financial  Officer  concluded that the disclosure  controls and procedures
are effective in ensuring that all material  information required to be filed in
this  quarterly  report has been made known to them in a timely  fashion.  There
have been no significant  changes in internal  controls or in other factors that
could  significantly  affect internal controls  subsequent to the date the Chief
Executive Officer and Chief Financial Officer completed their evaluation.

(b)  Changes in Internal Control Over Financial  Reporting.  Our Chief Executive
Officer  and  Chief  Financial   Officer  have  indicated  that  there  were  no
significant  changes  in our  internal  controls  or other  factors  that  could
significantly  affect such controls  subsequent to the date of their evaluation,
and there were no such control  actions with regard to significant  deficiencies
and material weaknesses.



<PAGE>






                          PART II -- OTHER INFORMATION
                          ----------------------------

ITEM 2.  CHANGES IN SECURITIES
------------------------------

(b)  Use of Proceeds.  We will not receive any proceeds  from the sale of shares
of our common stock being offered by the selling security holder pursuant to our
Registration  Statement of Form SB-2, File No. 333- 65794, declared effective on
November 4, 2004.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
----------------------------------------


Promissory  notes held by 453816 BC Ltd.,  Ken  Hogenes,  Bob Young,  and Joanna
Devries in the amount of $900.00  each were due on March 16, 2001 and are now in
default.  All of those  promissory  notes are unsecured,  non-interest  bearing.
These  noteholders  have  taken no action  against us for these  overdue  notes.
Although the holders have taken no action to enforce  payment,  they might do so
in the  future.  If the holders  take  action to enforce the debts,  we would be
forced to liquidate our assets,  declare bankruptcy or discontinue our business.
The total arrearage on November 29, 2004 is $3,600 under these notes.



ITEM 5.  OTHER INFORMATION
--------------------------

There were no material  changes to the procedures by which security  holders may
recommend nominees to the registrant's board of directors.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------

(a)  Exhibits

31.1.     Rule 13a-14(a) Certification of Chief Executive Officer
31.2.     Rule 13a-14(a) Certification of Chief Financial Officer
32.1.     Certification  of  Chief  Executive  Officer  Pursuant  to  18  U.S.C.
          Section 1350, as Adopted Pursuant to Section 906 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 906 of the Sarbanes-Oxley
          Act of 2002.

(b)  Reports on Form 8-K

None.



<PAGE>






                                   SIGNATURES
                                   ----------

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

                                                Zomex Distribution, Inc.
                                                ------------------------
                                                (Registrant)


                                                /s/ Peter Buckley
                                                ------------------------------
                                                Peter Buckley
                                                Chief Executive Officer
                                                (Duly Authorized Officer)


                                                Date: November 29, 2004


                                                /s/ Peter Buckley
                                                ------------------------------
                                                Peter Buckley
                                                Chief Financial Officer
                                                (Principal Financial Officer)


                                                Date: November 29, 2004




<PAGE>






                                  Exhibit Index
                                  -------------

31.1.     Rule 13a-14(a) Certification of Chief Executive Officer
31.2.     Rule 13a-14(a) Certification of Chief Financial Officer
32.1.     Certification  of  Chief  Executive  Officer  Pursuant  to  18  U.S.C.
          Section 1350, as Adopted Pursuant to Section 906 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 906 of the Sarbanes-Oxley
          Act of 2002.