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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB/A

(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934

FOR THE FISCAL QUARTER ENDED June 30, 2004

Commission File number 333-109763



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

(Exact name of registrant as specified in its charter)



|Wyoming                                                  | 7372             | 33-0619256                       
|-------------------------------------------------------- | ---------------- | ---------------------------------
|(State or Jurisdiction of incorporation or organization) | Primary SIC Code | (IRS Employer Identification No.)



1111 E. Herndon Ave., Suite 115 Fresno, California 93720

(Address of principle executive office)

(559) 436-1060

(Registrant's telephone number)

Securities to be registered pursuant to Section 12(b) of the
Act: None

Name of each exchange on which registered: None

Securities to be registered pursuant to Section 12(g) of the
Act: Common Stock, Par Value: none

Check 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 requirement for
the past 90 days. [X]Yes [ ]No

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

This Quarterly Report contains statements that are forward-looking statements
within the meaning of the federal securities laws. These include statements
about our expectations, beliefs, intentions or strategies for the future, which
we indicate by words or phrases such as "anticipate," "expect," "intend,"
"plan," "will," "believe" and similar language. These statements involve known
and unknown risks, including those resulting from economic and market
conditions, the regulatory environment in which we operate, competitive
activities, and other business conditions, and are subject to uncertainties and
assumptions set forth elsewhere in this Quarterly Report. Our actual results may
differ materially from results anticipated in these forward-looking statements.
We base our forward-looking statements on information currently available to us,
and we assume no obligation to update these statements.

ITEM 1. FINANCIAL STATEMENTS

|                                      |                                                         |                                             |                      |             |                |        
|------------------------------------- | ------------------------------------------------------- | ------------------------------------------- | -------------------- | ----------- | -------------- | -------
|FACE PRINT GLOBAL SOLUTIONS INC.     
|BALANCE SHEET                        
|June 30, 2004                        
|(restated)                           
|                                      |                                                         |                                             |                      |             |                |        
|                                      |                                                         |                                             |                      |             |                |        
|ASSETS                                |                                                         |                                             |                      |            
|                                      |                                                         |                                             |                      |             |                |        
|                                      | Current assets                                          |                                             |                      |            
|                                      |                                                         | Cash                                        |                      |             | $       15,012
|                                      |                                                         | Inventory                                   |                      |             | 42,080        
|                                      |                                                         | Prepaid expenses and other current assets   |                      | 52,753     
|                                      |                                                         | Due from affiliate                          |                      |             | 2,685         
|                                      |                                                         |                                             | Total current assets |             |                | 112,530
|                                      |                                                         |                                             |                      |             |                |        
|Property and equipment,               |                                                         |                                             |                     
|                                      | net of $4,979 accumulated depreciation                  |                                             |                      | 12,733     
|                                      |                                                         |                                             |                      |             |                |        
|                                      |                                                         | Total assets                                |                      |             | $     125,263 
|                                      |                                                         |                                             |                      |             |                |        
|                                      |                                                         |                                             |                      |             |                |        
|LIABILITIES AND STOCKHOLDERS' DEFICIT |                                                         |                                             |                     
|                                      |                                                         |                                             |                      |             |                |        
|                                      | Current liabilities                                     |                                             |                      |            
|                                      |                                                         | Accounts payable                            |                      |             | $       30,510
|                                      |                                                         | Accrued expenses                            |                      |             | 1,969         
|                                      |                                                         | Accrued payroll - officers                  |                      |             | 233,582       
|                                      |                                                         | Total current liabilities                   |                      |             | 266,061       
|                                      |                                                         |                                             |                      |             |                |        
|                                      | Convertible Debentures                                  |                                             |                      | 504,753    
|                                      |                                                         |                                             |                      |             |                |        
|                                      |                                                         |                                             | Total liabilites     |             |                | 770,814
|                                      |                                                         |                                             |                      |             |                |        
|                                      |                                                         |                                             |                      |             |                |        
|Commitments and contingencies         |                                                         |                                             |                     
|                                      |                                                         |                                             |                      |             |                |        
|Stockholders' Deficit                 |                                                         |                                             |                     
|                                      | Common stock, no par value, unlimited shares authorized |                                            
|                                      |                                                         | 36,665,900 shares issued and outstanding    |                      | 1,914,861  
|                                      | Accumulated deficit                                     |                                             |                      | (2,560,412)
|                                      |                                                         | Stockholders' deficit                       |                      |             | (645,551)     
|                                      |                                                         |                                             |                      |             |                |        
|                                      |                                                         | Total liabilities and stockholders' deficit |                      |             | $     125,263 



|FACE PRINT GLOBAL SOLUTIONS, INC.                       
|--------------------------------------------------------
|STATEMENTS OF OPERATIONS                                
|For the Three Month Periods Ended June 30, 2004 and 2003
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|FACE PRINT GLOBAL SOLUTIONS, INC.                       
|--------------------------------------------------------
|STATEMENTS OF CASH FLOWS                                
|For the Three Month Periods Ended June 30, 2004 and 2003
|                                                        
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|Cash flows from operating activities                    
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|Cash flows used by investing activities                 
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|Cash flows provided by financing activities             
|                                                        
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|Net increase in cash                                    
|                                                        
|Cash at beginning of period                             
|                                                        
|Cash at end of period                                   





FACEPRINT GLOBAL SOLUTIONS

NOTES TO FINANCIAL STATEMENTS





NOTE 1 - BASIS OF PRESENTATION



The accompanying unaudited interim financial statements of FacePrint Global Solutions ("FGS") have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in FGS's Annual Report filed with the SEC on Form 10-KSB.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for interim are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for 2004 as reported in the 10-KSB have been omitted.





NOTE 2 -- CONVERTIBLE NOTES



During the year ended March 31, 2004, the majority shareholder advanced $264,803 in cash for funding operations.  As of March 31, 2004, $250,000 was converted into a convertible debenture due in 2 years, with interest at 10% and convertible into common stock at $.50 per share.  In June 2004, these debentures were re-negotiated and 125,000 warrants were added.  The relative fair value of the warrants is zero, because the exercise price is substantially above the current stock fair value as measured by the recent price it has been sold to investors for.



During the quarter ended June 30, 2004, the majority shareholder advanced an additional $235,744.  These amounts are due in 2 years, with interest at 10% and convertible into common stock at $.50 per share and with 127,376 warrants.  The relative fair value of the warrants is zero.





NOTE 3 -- COMMON STOCK



During the quarter ended June 30, 2004, Face Print issued 4,475,000 shares of common stock for services valued at $1,118,750 and 40,000 shares of common stock for $10,000 cash.





NOTE 4 -- SOFTWARE DEVELOPMENT COMMITMENT



Face Print entered into a contract for developing its E-learning curriculum software and product software development in May 2004.  Management estimates that the total cost to develop the e-learning and product software to be $2.0 million over the next two years.





NOTE 5 -- RESTATEMENTS OF PREVIOUSLY REPORTED FINANCIAL STATEMENTS



There were misstatements in the originally prepared June 30, 2004 financials.  See the notes below.



A summary of the restatements are as follows:



Previously    	Increase
                                         				Stated      	(Decrease)     	Restated

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

As of March 31, 2004:
Balance Sheet:
  	Total assets                           	$125,263                    				$125,263
  	Total liabilities                       	535,008       		$235,806      		770,814
  	Total stockholders' deficit            	(409,745)      	(235,806)    	(645,551)





Restatement notes:



(1)		The single sale of stock occurring in the quarter ended March 31, 2004 was erroneously recorded at $1 per share.  The correct amount was $.25 per share.for 40,000 shares.  The transaction amount was $10,000, not $40,000.  This $10,000 sale plus $50 in revenues was erroneously recorded as a loan from a related party, and is properly a stock sale to a third party.  The $40,000 transaction originally recording the sale of stock was an incorrect adjustment affecting general and administrative expense.



(2)		There were 4,475,000 shares issued for services, correctly valued at $.25 or $1,118,750, not $4,475,000, or a $3,356,250.



(3)		The convertible notes issued to the related party have no beneficial conversion interest because the fair value of the stock is substantially lower than the exercise rates for the warrants granted in conjunction with the note issuances.  Previously, the $1 stock sale price was above the exercise price, so all beneficial conversion amounts have been eliminated.



ITEM 2. LEGAL PROCEEDINGS

FGS is not a party to any litigation.

ITEM 3. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Overview

FACEPRINT GLOBAL SOLUTIONS (FGS

Our goal is to establish a standard in the identity authentication and
validation with our E-DNA Bioprint Coding System(tm). Our E-DNA solution is
superior to competitors' due to its ability to operate in controlled and
uncontrolled environments.

Our business targets public safety and security (law enforcement and homeland
security), military access control, immigration and border controls,
correctional departments, government agencies, Department(s) of Motor Vehicles
and the Justice Department.

Our plan includes providing value added services. Within this framework, we
will offer online courses in the area of law enforcement and biometry with to
ensure that private security personnel and law enforcement personnel receive an
adequate training in identification, verification and the use of new
technologies.

In addition, FGS is seeking to distribute existing related technology
products into our target customer base to grow out own customer base, while
build a strong and effective sales and marketing team.

FGS is continuing to grow its relationship with America's Most Wanted to
develop more playing card decks and branded products. FGS is currently
negotiating with a marketing company to distribute our AMW playing cards decks
into major mass merchandisers.

At June 30, 2004, we had three full time employees and three
part time consultants.

Cash requirements, Liquidity and Capital Resources

Our principal source of operating capital has been provided by private sales
of our common stock and stockholder loans, as well as revenues from the
operations. During the period ended June 30, 2004 the company sold 40,000 share
of common stock for $10,000 and received $235,744 in shareholder loans.

We have entered into a license agreement with Fox Televisions "Americas Most
Wanted" under which we distribute and market a deck of playing cards with the
faces and information of America's 56 most wanted criminals. Sales commenced in
November 2003. We are currently seeking national retail distribution.

For the period ended June 30, 2004 the company received revenues of
approximately $5,411 from the sale of America's Most Wanted Playing cards. We do
not anticipate a significant increase in revenues until the second or third
quarter of fiscal 2005.

Until we receive funding from outside sources, our operations will be
    severely limited by the financial resources that can be provided by
    officers' loans and sales of common stock. At June 30, 2004 we had cash on
    hand of $15,012 and a negative working capital position of approximately
    $140,798, of which $233,582 is unpaid compensation due to officers and
    directors

We will require an additional $3.0 million in cash over the next twelve
months to affect our business plan. We expect to obtain this cash from the
proceeds of one or more private or public offerings. The following sets forth
the approximately amounts needed for each category of expenses:

* Software development                   1,200,000

* Marketing, advertising and promotion   1,000,000

*

Total                                 $3,000,000

We do not have any agreements or understandings with respect to sources of
capital. We have not identified any potential sources. It's likely that we will
not be able to raise the entire amount required initially, in which case our
development time will be extended until such full amount can be obtained. Even
if we are successful in obtaining the required funding, we probably will need to
raise additional funds at the end of 12 months.

Product research and development

We entered into a contract for our E-learning curriculum software and product
software development in May 2004 with an ISACSOFT a publicly traded Canadian
company.

We estimate the total amount of cash needed for the e-learning and software
development to be $2.0 million over the next two years.

Our FACEPRINT is software under development allows for the creation of
billions of combinations of facial images of either sex, any race and age group.
FACEPRINT utilizes our internally developed morphological coding algorithm,
E-DNA (a digital imprint of the face) for rapid transmission and/or information
sharing. Our goal is start selling FACEPRINT in February 2005.

Our EZ Match software addresses identity verification and authentication for
security purpose (passports, drivers license) using the FACEPRINT technology. EZ-Match
is search engine software that will capture a digitized facial image, generate
an E-DNA code, and then compare the images against a database or any other
available image. This is expected to have a major impact in identity
verification and making possible matches with suspect composite pictures (for
example, Most Wanted or Suspected Terrorist lists). Our goal is to start selling
EZ Match in September 2005.

We are developing a series of online courses for law enforcement and security
professionals. Our courses will be developed by certified police instructors and
well-known criminologists in the industry. E-Learning is an online training
program that will create value to our products and any other product we choose
to distribute. Our goal is to have our courses available online in September
2004 and continually add and update the classes monthly.



Risk Factors and Cautionary Statements

Our future operating results are subject to many facilities, including:

o our success in developing our EZ Match software;

o our ability to attract and retain customers and our other products;

o the effects of competition from other facial recognition software
companies; and

o our ability to obtain additional financing.





Information included in this report includes forward looking statements,
which can be identified by the use of forward‐looking terminology such as may,
expect, anticipate, believe, estimate, or continue, or the negative thereof or
other variations thereon or comparable terminology. The statements in "Risk
Factors" and other statements and disclaimers in this report constitute
cautionary statements identifying important factors, including risks and
uncertainties, relating to the forward‐looking statements that could cause
actual results to differ materially from those reflected in the forward‐looking
statements.

Any or all of our forward looking statements in this report and in any other
public statements we make may turn out to be wrong. They can be affected by
inaccurate assumptions we might make or by known or unknown risks and
uncertainties. Consequently, no forward looking statement can be guaranteed. In
addition, we undertake no responsibility to update any forward‐looking statement
to reflect events or circumstances which occur after the date of this report.



ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures. Regulations under the
Securities Exchange Act of 1934 require public companies to maintain 'disclosure
controls and procedures,' which are defined to mean a company's controls and
other procedures that are designed to ensure that information required to be
disclosed in the reports that it files or submits under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported, within the time
periods specified in the Commission's rules and forms. Within 90 days prior to
the filing date of this Report (the 'Evaluation Date'), the Company's principal
executive officer ('CEO') and principal financial officer ('CFO') carried out an
evaluation of the effectiveness of the Company's disclosure controls and
procedures. Based on those evaluations, as of the Evaluation Date, the Company's
CEO and CFO believe:

(i) that the Company's disclosure controls and procedures are
        designed to ensure that information required to be disclosed by the
        Company in the reports it files under the Securities Exchange Act of
        1934 is recorded, processed, summarized and reported within the time
        periods specified in the SEC's rules and forms and that such information
        is accumulated and communicated to the Company's management, including
        the CEO and CFO, as appropriate to allow timely decisions regarding
        required disclosure; and

(ii) that the Company's disclosure controls and procedures are
        effective.

(b) Changes in Internal Controls. There were no significant changes in our
internal controls or, to our knowledge, in other factors that could
significantly affect our internal controls subsequent to the evaluation date
referred to above.

ITEM 5. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

We have not submitted any matters to a vote of security holders during the
period upon which we are reporting.



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



a. Reports on Form 8-K.

We filed the following current reports on Form 8-K during the period
        covered by this report:

i. We reported an event occurring on June 3, 2004, specifically,
            a change in our certifying accountant.

b. Exhibits. The following exhibits are hereby filed with this
        report:



|Exhibit Number | Description                                                                                            
|-------------- | -------------------------------------------------------------------------------------------------------
|99.1.          | Certification of Chief Executive Officer
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|99.2.          | Certification of Chief Financial Officer
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

|/s/ Pierre Cote_______________________________
    Pierre Cote | FACE PRINT GLOBAL SOLUTIONS, INC.
    Vice-Chairman and Chief Executive Officer | August 30, 2004
|-------------------------------------------------------------- | ------------------------------------------------------------------------------- | ---------------



CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Pierre Cote, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Face Print Global
Solutions, Inc.;

2. Based on my knowledge, this Quarterly Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this Quarterly
Report;

3. Based on my knowledge, the financial statements, and other financial
information included in this Quarterly Report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this Quarterly Report.

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I have:

a) designed such disclosure controls and procedures to ensure that
        material information relating to the registrant, including its
        consolidated subsidiaries, is made known to us by others within those
        entities, particularly during the period in which this Quarterly Report
        is being prepared;

b) evaluated the effectiveness of the registrant's disclosure
        controls and procedures as of a date within 90 days prior to the filing
        date of this Quarterly Report (the 'Evaluation Date'); and

c) presented in this Quarterly Report our conclusions about the
        effectiveness of the disclosure controls and procedures based on our
        evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):

a) all significant deficiencies in the design or operation of
        internal controls which could adversely affect the registrant's ability
        to record, process, summarize and report financial data and have
        identified for the registrant's auditors any material weaknesses in
        internal controls; and

b) any fraud, whether or not material, that involves management or
        other employees who have a significant role in the registrant's internal
        controls; and

6. The registrant's other certifying officers and I have indicated in this
Quarterly Report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: August 30, 2004

/s/ Pierre Cote
_____________________
Pierre Cote
Chief Executive Officer



CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Seth Horn, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Face Print Global
Solutions, Inc.;

2. Based on my knowledge, this Quarterly Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this Quarterly
Report;

3. Based on my knowledge, the financial statements, and other financial
information included in this Quarterly Report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this Quarterly Report.

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I have:

a) evaluated such disclosure controls and procedures to ensure that
        material information relating to the registrant, including its
        consolidated subsidiaries, is made known to us by others within those
        entities, particularly during the period in which this Quarterly Report
        is being prepared;

b) evaluated the effectiveness of the registrant's disclosure
        controls and procedures as of a date within 90 days prior to the filing
        date of this Quarterly Report (the 'Evaluation Date'); and

c) presented in this Quarterly Report our conclusions about the
        effectiveness of the disclosure controls and procedures based on our
        evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):

a) all significant deficiencies in the design or operation of
        internal controls which could adversely affect the registrant's ability
        to record, process, summarize and report financial data and have
        identified for the registrant's auditors any material weaknesses in
        internal controls; and

b) any fraud, whether or not material, that involves management or
        other employees who have a significant role in the registrant's internal
        controls; and

6. The registrant's other certifying officers and I have indicated in this
Quarterly Report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: August 30, 2004
/s/ Pierre Cote_____________________
Pierre Cote
(Acting)
Chief Financial Officer





|INDEX TO EXHIBITS
|-----------------
|Exhibit Number   
|99.1.            
|99.2.            



* * *

Exhibit 99.1. Certification of Chief Executive Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of Face Print Global Solutions, Inc.,
a Wyoming corporation (the 'Company'), on Form 10-QSB for the period ending June
30, 2004 as filed with the Securities and Exchange Commission (the 'Report'), I,
Pierre Cote, Chief Executive Officer of the Company, certify, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that to
my knowledge:

(1) The Report fully complies with the requirements of section 13(a)
        or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all
        material respects, the financial condition and result of operations of
        the Company.

Date: August 30, 2004

/s/ Pierre Cote
_____________________
Pierre Cote
Chief Executive Officer



* * *

Exhibit 99.2. Certification of Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of Face Print Global Solutions, Inc.,
a Wyoming corporation (the 'Company'), on Form 10-QSB for the period ending June
30, 2004 as filed with the Securities and Exchange Commission (the 'Report'), I,
Seth Horn, Chief Financial Officer of the Company, certify, pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that to my
knowledge:

(1) The Report fully complies with the requirements of section 13(a)
        or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all
        material respects, the financial condition and result of operations of
        the Company.

Date: August 30, 2004
/s/ Pierre Cote_____________________
Pierre Cote
(Acting)
Chief Financial Officer