SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
                                   -----------

(Mark One)

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

                  For the quarterly period ended March 31, 2005

                                       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 |X|   No |_|

At May 20, 2005,  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 ended March 31, 2005
































                                       F-1
<PAGE>




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

$ United States

March 31, 2005 and December 31, 2004

--------------------------------------------------------------------------------------------------------
                                                                             March 31,
                                                                                  2005      December 31,
                                                                           (Unaudited)              2004
--------------------------------------------------------------------------------------------------------

<S>                                                                     <C>               <C>
Assets

Current assets
   Cash                                                                 $      28,189     $          46
--------------------------------------------------------------------------------------------------------


Liabilities and Stockholders' Deficiency

Current liabilities:
   Accounts payable and accrued liabilities                             $       8,777    $       13,177
   Stockholders' loans (note 2)                                               139,353           104,328
   Promissory notes (note 3)                                                    9,900             9,900
   -----------------------------------------------------------------------------------------------------
                                                                              158,030           127,405

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 (December 31, 2004 - 9,361,605)                9,362             9,362
         Additional paid-in capital                                                10                10
   Deficit accumulated during the development stage                          (139,213)         (136,731)
   -----------------------------------------------------------------------------------------------------
                                                                             (129,841)         (127,359)

Commitments (note 4)
--------------------------------------------------------------------------------------------------------
                                                                        $      28,189     $          46
--------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to interim financial statements.














                                       F-2
<PAGE>




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

$ United States

-------------------------------------------------------------------------------------------------
                                                From Inception       Three months ended March 31,
                                            (August 12, 1998),       ----------------------------
                                             to March 31, 2005              2005             2004
-------------------------------------------------------------------------------------------------

Expenses
<S>                                           <C>                 <C>              <C>
   General and administrative                 $       117,403     $       2,482    $       4,129
   Software development costs                          12,438                 -            4,100
   Depreciation                                         9,372                 -                -
   ----------------------------------------------------------------------------------------------
                                                      139,213             2,482            8,229

-------------------------------------------------------------------------------------------------
Loss                                          $      (139,213)    $      (2,482)   $      (8,229)
-------------------------------------------------------------------------------------------------


Weighted average number of common
  shares outstanding, basic and diluted             8,607,467         9,361,605        9,361,605

Loss per common share,basic and diluted       $         (0.02)    $       (0.00)   $       (0.00)
-------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to interim financial statements.



























                                       F-3
<PAGE>




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

$ United States

-------------------------------------------------------------------------------------------------------------
                                              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                                        -             -              -         (42,612)       (42,612)
-------------------------------------------------------------------------------------------------------------
Balance, December 31, 2004             9,361,605         9,362             10        (136,731)      (127,359)

Comprehensive loss
   Loss                                        -             -              -          (2,482)        (2,482)
-------------------------------------------------------------------------------------------------------------
Balance, March 31, 2005
  (unaudited)                          9,361,605   $     9,362    $        10    $   (139,213)   $  (129,841)
-------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to interim financial statements.





                                       F-4
<PAGE>




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

$ United States

------------------------------------------------------------------------------------------------------
                                                     From Inception       Three months ended March 31,
                                                 (August 12, 1998),       ----------------------------
                                                  to March 31, 2004              2005             2004
------------------------------------------------------------------------------------------------------

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

Operating activities:
   Cash paid to service providers (note 4)         $      (121,064)    $      (6,882)   $      (8,229)

Financing activities:
   Loans from stockholders                                 139,353            35,025            8,690
   Proceeds from issuance of promissory
     notes                                                  16,200                 -                -
   Repayment of promissory notes                            (6,300)                -                -
   ---------------------------------------------------------------------------------------------------
                                                           152,268            35,025            8,690

------------------------------------------------------------------------------------------------------
Increase (decrease) in cash                                 28,189            28,143              461

Cash, beginning of period                                        -                46               20

------------------------------------------------------------------------------------------------------
Cash, end of period                                $        28,189     $      28,189    $         481
------------------------------------------------------------------------------------------------------

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.


















                                       F-5
<PAGE>




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

$ United States

Three months ended March 31, 2005

--------------------------------------------------------------------------------


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 $139,213 to March 31, 2005.
            As at March 31, 2005, the Company had a working  capital  deficiency
            of $129,841 and has  promissory  notes payable of $3,600,  which are
            overdue  and are now due on demand  (note 3).  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.  The  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 March 31, 2005, the
            Company has only received  $35,025 from the Company's sole Director.
            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,  2004.  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.    Stockholder loans:
------------------------

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






                                       F-6
<PAGE>



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

$ United States

Three months ended March 31, 2005

--------------------------------------------------------------------------------


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 three  months  ended March 31,  2005,  the Company  entered  into a
      contractual  agreement with a commonly  owned company for market  research
      activities  for  fees of  approximately  CDN  $30,000.  Approximately  CDN
      $20,000 is  expected  to be incurred  within the year ended  December  31,
      2005.

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

      Reconciliation of loss to cash used in operating activities

<TABLE>
<CAPTION>
      -------------------------------------------------------------------------------------------------
                                                      From Inception       Three months ended March 31,
                                                  (August 12, 1998),       ----------------------------
                                                   to March 31, 2005              2005             2004
      -------------------------------------------------------------------------------------------------

<S>                                                 <C>                 <C>              <C>
      Loss                                          $      (139,213)    $      (2,482)   $      (8,229)
      Non-cash items - depreciation                           9,372                 -                -
      Change in non-cash operating working
        capital - account payable and accrued
        liabilities                                           8,777            (4,400)               -

      -------------------------------------------------------------------------------------------------
      Cash used in operating activities             $      (121,064)    $      (6,882)   $      (8,229)
      -------------------------------------------------------------------------------------------------
</TABLE>













                                       F-7
<PAGE>






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

General
-------

The following discussion and analysis should be read in conjunction with, and is
qualified  in its  entirety  by, 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.



                                        2
<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, is the brother-in-law
of  Peter  Buckley,  our  sole  Director.   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:
-----------------------------------




















                                        3
<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, 2004, the date of
---------------------------------------------
our most recent audited financial statements,  we had available cash of $46, and
at March 31, 2005, we had available cash of $28,189. 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 paid
Business World $30,000 (CDN) for their services under the agreement on April 13,
2005. 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.  Once Business
World I.P. IT Inc.  completes its work in November 2005, we hope to again retain
Sierra Strategic to complete its work under the original contract.

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 $29,461. 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



                                        4
<PAGE>






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 May 10th, 2005, we have not secured additional financing. If we
do not secure  financing by July 2005, 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.

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.





                                        5
<PAGE>






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 March 31, 2005.  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.













                                        6
<PAGE>






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

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

There were no defaults upon senior securities in the quarter. However all of the
Company's  liabilities  are due on demand or are due prior to December 31, 2005.
Holders of  promissory  notes due on demand have not demanded  payment as of the
date of this report.

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.



























                                        7
<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: May 20, 2005



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

                                                Date: May 20, 2005

































                                        8
<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.
















































                                        9