--------------------
                                                           | This Amendment   |
                                                           | provides Item 3  |
                                                           | and corrects the |
                                                           | certification.   |
                                                           --------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-QSB/A2


(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, 2003.

/ / Transition Report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 for the transition period from ____________to ____________.

                          Commission File No. 000-30294

                               DIALOG GROUP, INC.
                 (Name of Small Business Issuer in its Charter)


                Delaware                                  87-0394290
      ------------------------------                    --------------
     (State or Other Jurisdiction of                   (I.R.S. Employer
      Incorporation or Organization)                 Identification Number)


Twelfth Floor, 257 Park Avenue South, New York, NY          10010
    --------------------------------------                 --------
   (Address of Principal Executive Offices)               (Zip Code)

                                  212.254.1917
                            -------------------------
                           (Issuer's Telephone Number)

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15 (d) of the  Securities  Exchange Act of 1934 during the past 12
months (or 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 / /

      State the number of shares  outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.

      At March 16, 2003 there were 79,764,497  shares of common stock, par value
$.001 per share outstanding.

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

<PAGE>

ITEM  3. CONTROLS AND PROCEDURES

         During the first quarter of 2003,  Dialog Group's  disclosure  controls
and internal  control over  financial  reporting were reviewed by Management and
the  Board  of  Directors.  Management  decided  to  centralize  all  accounting
operations at United States  offices in New York and Florida and a  professional
accounting and control staff will be appointed.

      As Dialog Group consolidates  financial  operations,  they will come under
the direct supervision of the Chief Financial Officer.  Management believes that
some progress  towards  integrating the operations of its  acquisitions has been
made, but the need for  extensions of time to file financial  reports shows that
progress is still required.

<PAGE>

                                   SIGNATURES

      In accordance  with the  requirements  of the  Securities  Exchange Act of
1934, the registrant has caused this second  amendment to a quarterly  report on
Form  10-QSB to be  signed  in its  behalf  by the  undersigned  thereunto  duly
authorized on the 27th day of August 2004.

                                    DIALOG GROUP, INC

                                            By: /s/ Peter V. DeCrescenzo
                                                --------------------------------
                                                Peter V. DeCrescenzo, Chairman,
                                                President & CEO