SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                          Quarter Ended April 30, 2004

                         Commission File Number 0-30987


                        Advanced Technologies Group, Ltd.
             (Exact name of Registrant as specified in its Charter)


           Nevada                                               80-0987213
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)


                   32 Broadway, 4th Floor, New York, NY 10004
               (Address of principal executive offices) (Zip Code)


                                 (212) 968-0941
              (Registrant's telephone number, including area code)

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]

Indicate the number of Shares outstanding of each of the Issuer's classes of
common stock, as of the latest practicable date.

Class Outstanding at April 30, 2003
Common stock, $0.0001 par value 16,252,167
<PAGE>
                               TABLE OF CONTENTS


Item                                                                        Page

INDEX                                                                          2

Part 1. Financial information                                                  3

     Item 1. Condensed Consolidated Financial Statements:

          Balance sheet as of April 30, 2004 and January 31, 2004              4

          Statement of income (loss) for three months ended
          April 30, 2004 and 2003                                              5

          Statement of cash flows for three months ended
          April 30, 2004 and 2003                                              6

          Statement of changes in shareholders equity for the
          three months ended April 30, 2004                                    7

          Notes to condensed consolidated financial statements              8-11

     Item 2. Management's discussion and analysis of financial condition   12-14

Part II. Other information                                                    15

     Item 6. Exhibits and reports on Form 8-K                                 15

Signatures                                                                    16

                                       2
<PAGE>
                          PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


The following unaudited consolidated financial statements have been prepared by
Advanced Technologies Group, Ltd. (the "Company" or "ATG") pursuant to the rules
and regulations of the Securities and Exchange Commission promulgated under the
Securities Exchange Act of 1934 as amended. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principals have been condensed or omitted
pursuant to such rules and regulations. In the opinion of the Company's
management, the consolidated financial statements include all adjustments
(consisting only of adjustments of a normal, recurring nature) necessary to
present fairly the financial information set forth herein.


                                       3
<PAGE>
                        Advanced Technologies Group, Ltd.
                           Consolidated Balance Sheets
                    As of April 30, 2004 and January 31, 2004

<TABLE>
<CAPTION>
                                                                      Unaudited
                                                                      30-Apr-04             31-Jan-04
                                                                    ------------           ------------
<S>                                                                 <C>                    <C>
ASSETS

Current assets:
   Cash & interest bearing deposits                                 $    538,315           $    361,856
   Accounts receivable                                                         0                  6,381
                                                                    ------------           ------------
      Total current assets                                               538,315                368,237

Other assets:
   Property & equipment- net                                             143,163                118,811
   Investment in joint venture                                           200,969                365,369
   Security deposit                                                       45,000                 45,000
   Trademarks & patents- net                                              10,149                 10,298
                                                                    ------------           ------------

      Total assets                                                  $    937,596           $    907,715
                                                                    ============           ============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable & accrued expenses                              $     79,677           $     59,738
                                                                    ------------           ------------
      Total current liabilities                                           79,677                 59,738

   Shareholder loan payable                                               62,044                 72,407

Shareholders' equity:
   Series A preferred stock, one share convertible to
    one share of common; 13% cumulative non-participating,
    authorized 1,000,000 shares at stated value of $3 per
    share, issued and outstanding 876,576 shares                       2,575,266              2,575,266

   Series B preferred stock, one share convertible to
    one share of common; 5% cumulative non-participating,
    authorized 7,000,000 shares at stated value of $3 per
    share, issued and outstanding 588,131 shares                       1,750,616              1,750,616

   Common stock-$.0001 par value, authorized 100,000,000
    shares, issued and outstanding, 16,619,603 at April 30, 2004
    and 16,619,603 shares at Janury 31, 2004                               1,662                  1,662
   Additional paid in capital                                         30,542,672             30,092,672
   Accumulated deficit                                               (34,074,341)           (33,644,646)
                                                                    ------------           ------------
      Total shareholders' equity                                         795,875                775,570
                                                                    ------------           ------------

      Total Liabilities & Shareholders' Equity                      $    937,596           $    907,715
                                                                    ============           ============
</TABLE>
                   See the notes to the financial statements.

                                       4
<PAGE>
                        Advanced Technologies Group, Ltd.
                 Unaudited Consolidated Statements of Operations
                        For the Quarters Ended April 30th

<TABLE>
<CAPTION>
                                                     30-Apr-04              30-Apr-03
                                                    ------------           ------------
<S>                                                 <C>                    <C>
Revenues:
   Gross Sales                                      $     73,568           $    208,435
   Less cost of sales                                    (32,467)              (120,107)
                                                    ------------           ------------

   Net gross profit on sales                              41,101                 88,328

General and administrative expenses:
   Salaries and benefits                            $     35,505           $     16,500
   Promotion & advertising                                51,927                  6,500
   Consulting                                             18,919                 89,025
   Software maintenance                                  181,613                 32,456
   General administration                                173,305                144,008
   Depreciation                                           10,613                  3,441
                                                    ------------           ------------

   Total general & administrative expenses               471,882                291,930
                                                    ------------           ------------

Net loss from operations                                (430,781)              (203,602)

Other revenues and expenses:
   Interest income                                         1,086                      0
                                                    ------------           ------------

Net loss before provision for income taxes              (429,695)              (203,602)

Provision for income taxes                                     0                      0
                                                    ------------           ------------

Net loss                                            $   (429,695)          $   (203,602)
                                                    ============           ============
Loss per common share:
Basic & fully diluted                               $      (0.06)          $      (0.03)

Weighted average of common shares:
Basic & fully diluted                                 16,987,039             16,520,917
</TABLE>

                   See the notes to the financial statements.

                                       5
<PAGE>
                        Advanced Technologies Group, Ltd.
                 Unaudited Consolidated Statements of Cash Flows
                        For the Quarters Ended April 30th

<TABLE>
<CAPTION>
                                                             30-Apr-04           30-Apr-03
                                                             ---------           ---------
<S>                                                          <C>                 <C>
Operating Activities:
  Net loss                                                   $(429,695)          $(203,602)
  Adjustments to reconcile net income items
   not requiring the use of cash:
     Amortization                                                  149                 148
     Depreciation                                               10,613              13,677

Changes in other operating assets and liabilities:
  Accounts receivable                                            6,381              (7,413)
  Accounts payable & accrued expenses                           19,939             (21,300)
                                                             ---------           ---------
Net cash used by operations                                   (392,613)           (218,490)

Investing Activities:
  Investment in joint venture                                  164,400                   0
  Purchase of property & equipment                             (34,965)             (5,000)
                                                             ---------           ---------
Net cash used by investing activities                          129,435              (5,000)

Financing Activities:
  Subscriptions received                                       450,000             215,920
  Shareholder loan                                             (10,363)              1,000
                                                             ---------           ---------
Net cash provided by financing activities                      439,637             216,920
                                                             ---------           ---------

Net increase (decrease) in cash during the period              176,459              (6,570)

Cash balance at beginning of the fiscal year                   361,856             217,249
                                                             ---------           ---------

Cash balance at end of the fiscal year                       $ 538,315           $ 210,679
                                                             =========           =========
Supplemental disclosures of cash flow information:
  Interest paid during the period                            $       0           $       0
  Income taxes paid during the period                        $       0           $       0
</TABLE>

                   See the notes to the financial statements.

                                       6
<PAGE>
                        Advanced Technologies Group, Ltd.
       Unaudited Consolidated Statement of Changes in Shareholders' Equity
                        For the Quarters Ended April 30th

<TABLE>
<CAPTION>
                                 Common        Common     Preferred     Preferred      Paid in        Accumulated
                                 Shares       Par Value     Shares        Value        Capital          Deficit         Total
                                 ------       ---------     ------        -----        -------          -------         -----
<S>                            <C>           <C>          <C>          <C>           <C>            <C>              <C>
Balance at January 31, 2003     16,520,853    $  1,652     1,294,974    $3,522,368    $29,662,172    $(32,820,205)    $ 365,987

Subscriptions received                                                                    215,920                       215,920

Net loss for the period                                                                                    18,919        18,919
                                ----------    --------     ---------    ----------    -----------    ------------     ---------

Balance at April 30, 2003       16,520,853    $  1,652     1,294,974    $3,522,368    $29,878,092    $(32,801,286)    $ 600,826
                                ==========    ========     =========    ==========    ===========    ============     =========

Balance at January 31, 2004     16,619,603    $  1,662     1,468,819    $4,325,882    $30,092,672    $(33,644,646)    $ 775,570

Subscriptions received                                                                    450,000                       450,000

Net loss for the period                                                                                  (429,695)     (429,695)
                                ----------    --------     ---------    ----------    -----------    ------------     ---------

Balance at April 30, 2004       16,619,603    $  1,662     1,468,819    $4,325,882    $30,542,672    $(34,074,341)    $ 795,875
                                ==========    ========     =========    ==========    ===========    ============     =========
</TABLE>

                   See the notes to the financial statements.

                                       7
<PAGE>
                        Advanced Technologies Group, Ltd.
                 Notes to the Consolidated Financial Statements
            For the Years Ended January 31, 2004 and January 31, 2003


1. ORGANIZATION OF THE COMPANY AND SIGNIFICANT ACCOUNTING PRINCIPLES

Advanced Technologies Group, Ltd. (the Company) was incorporated in the State of
Nevada in February 2000. The Company is the designer and owner of the FX3000, a
foreign currency trading software program. In March 2002, the Company sold the
FX3000, for a 25% interest in a joint venture that markets of the FX3000
software. The Company also is the developer of the PromotionStat software
program, which assists on-line advertisers in monitoring their marketing
effectiveness.

CONSOLIDATION- the accompanying consolidated financial statements include the
accounts of the company and its wholly owned subsidiaries. All significant
inter-company balances have been eliminated.

Use of Estimates- The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make reasonable
estimates and assumptions that affect the reported amounts of the assets and
liabilities and disclosure of contingent assets and liabilities and the reported
amounts of revenues and expenses at the date of the financial statements and for
the period they include. Actual results may differ from these estimates.

Revenue Recognition- Revenues from the leasing of the PromotionStat program are
accounted for as an operating lease and are recorded at the end of the lease
term, which is normally on a "month to month" basis. Receipts from the leasing
of the FX3000 program from the joint venture are first applied to the investment
in the joint venture and then to other income.

Cash and interest bearing deposits- For the purpose of calculating changes in
cash flows, cash includes all cash balances and highly liquid short-term
investments with an original maturity of three months or less.

SOFTWARE DEVELOPMENT COSTS - The Company applies Statement of Financial
Accounting Standard No. 86 (SFAS No. 86), ACCOUNTING FOR THE COSTS OF COMPUTER
SOFTWARE TO BE SOLD, LEASED, OR OTHERWISE MARKETED, (SFAS No. 86), to account
for the costs in developing the FX3000. The software is designed to enable
clients to execute on-line trades and monitor currency transactions that are
entered into by the prospective client.

SFAS No. 86 provides that the costs of producing software programs subsequent to
establishing technological feasibility shall be capitalized. The capitalization
of such costs ceases when the product becomes available to customers.
Amortization of the capitalized costs begins when the software product becomes
available to customers and is calculated using the straight-line method over a
period of three years.

                                       8
<PAGE>
PROPERTY & EQUIPMENT- Office and computer equipment are stated at cost.
Depreciation expense is computed using the straight-line method over the
estimated useful life of the asset. The following is a summary of the estimated
useful lives used in computing depreciation expense:

           Furniture & lease improvements        7 years
           Office equipment                      3 years
           Computer hardware                     3 years
           Software                              3 years

Expenditures for major repairs and renewals that extend the useful life of the
asset are capitalized. Minor repair expenditures are charged to expense as
incurred.

LONG LIVED ASSETS- The Company reviews for the impairment of long-lived assets
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. An impairment loss would be recognized when
estimated future cash flows expected to result from the use of the asset and its
eventual disposition is less than its carrying amount.

INCOME TAXES- The Company accounts for income taxes in accordance with the
Statement of Accounting Standards No. 109 (SFAS No. 109), "ACCOUNTING FOR INCOME
TAXES". SFAS No. 109 requires an asset and liability approach to financial
accounting and reporting for income taxes. Deferred income tax assets and
liabilities are computed annually for differences between financial statement
and income tax bases of assets and liabilities that will result in taxable
income or deductible expenses in the future based on enacted tax laws and rates
applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established when necessary to reduce
deferred tax assets and liabilities to the amount expected to be realized.
Income tax expense is the tax payable or refundable for the period adjusted for
the change during the period in deferred tax assets and liabilities.

2. NET LOSS PER SHARE

The Company applies SFAS No. 128, "EARNINGS PER SHARE" to calculate loss per
share. In accordance with SFAS No. 128, basic net loss per share has been
computed based on the weighted average of common shares outstanding during the
years. Fully diluted loss per share includes the dilutive effects of outstanding
common stock equivalents.

The calculation of fully diluted loss per share excludes outstanding common
stock equivalents because their inclusion would be anti-dilutive.

The net income available to common shareholders reported in the financial
statements has been adjusted by the cumulative dividends due to preferred
shareholders at April 30, 2004 and April 30, 2003 in calculating the loss per
share. The weighted average of common shares outstanding has been computed as
follows:

                                30-Apr-04         30-Apr-03
                                ---------         ---------
     Shares outstanding         16,987,039        16,520,917
                                ==========        ==========

     Weighted average           16,987,039        16,520,917
                                ==========        ==========

                                       9
<PAGE>
3. ISSUANCE OF PREFERRED STOCK

The classes of preferred stock issued are as follows:

CLASS A PREFERRED STOCK: Class A preferred stock has a stated value of $3 per
share and a cumulative non-participating dividend of 13%. The Class A preferred
stock is convertible into common stock at a conversion ratio of one preferred
share for one common share. Each Class A preferred share includes one detachable
common stock warrant. One common stock warrant is exercisable into one common
share at an exercise price of $5 and expires in September 2004.

CLASS B PREFERRED STOCK: Class B preferred stock has a stated value of $3 per
share and a cumulative non-participating dividend of 6%. The Class B preferred
stock is convertible into common stock at a conversion ratio of one preferred
share for one common share. Each Class B preferred share includes one detachable
common stock warrant. One common stock warrant is exercisable into one common
share at an exercise price of $5 and expires in September 2005.

At April 30, 2004 and April 30, 2003, the preferred dividends were in arrears
for $659,032 and $280,578, respectively.

4. PROPERTY AND EQUIPMENT

The following table is a summary of property and equipment at April 30, 2004 and
January 31, 2004

                                       4/30/2004            1/31/2004
                                       ---------            ---------
     Promotion Stat Software           $  89,172            $  89,172
     Lease Improvements                   47,713               45,613
     Furniture & Fixtures                 29,283               26,766
     Equipment                           202,428              189,190
     Accumulated depreciation           (225,433)            (231,930)
                                       ---------            ---------

     Net property & equipment          $ 143,163            $ 118,811
                                       =========            =========

5.  STOCK WARRANTS OUTSTANDING

During fiscal year 2003, the Company issued 404,411 detachable stock warrants
with the preferred A stock and preferred B stock issuances discussed in Note 3.
During fiscal year 2004, the Company issued 239,470 detachable stock warrants
with the preferred A stock and preferred B stock issuances discussed in Note 3.
In addition, the Company issued 303,972 common stock warrants to existing
shareholders as a dividend. Each warrant is convertible into one share of common
stock at an exercise price of $5 and expires in July 2006.

The following table summarizes the details of the number of warrants issued and
outstanding and the weighted average exercise price and years remaining on the
warrants.

                                       10
<PAGE>
                                                                      Wgtd Avg
                                                     Wgtd Avg         Years to
                                                  Exercise Price      Maturity
                                                  --------------      --------
Outstanding at January 31, 2004     1,772,659

Issued                                      0
Expired                                     0
Exercised                                   0
                                    ---------

Outstanding at April 30, 2004       1,772,659           $5              1.09
                                    =========

The Company has no formal stock option plan for employees.

11. INCOME TAXES

Provision for income taxes is comprised of the following:

                                                30-Apr-04           30-Apr-03
                                                ---------           ---------
Net loss before provision for income taxes     $  (430,781)        $  (203,602)
                                               ===========         ===========
Current tax expense:
  Federal                                      $         0         $         0
  State                                                  0                   0
                                               -----------         -----------
  Total                                        $         0         $         0

Less deferred tax benefit:
  Timing differences                            (2,265,510)         (1,277,581)
  Allowance for recoverability                   2,265,510           1,277,581
                                               -----------         -----------
  Provision for income taxes                   $         0         $         0
                                               ===========         ===========

A reconciliation of provision for income taxes at the statutory rate to
provision for income taxes at the Company's effective tax rate is as follows:

Statutory U.S. federal rate                            34%                 34%
Statutory state and local income tax                   10%                 10%
Less allowance for tax recoverability                  -44%                -44%
                                                     ----                ----
Effective rate                                          0%                  0%
                                                     ====                ====

Deferred income taxes are comprised of the following:

Timing differences                             $ 2,265,510          $ 1,277,581
Allowance for recoverability                    (2,265,510)          (1,277,581)
                                               -----------          -----------
Deferred tax benefit                           $         0          $         0
                                               ===========          ===========

Note: The deferred tax benefits arising from the timing differences expires in
fiscal years 2020 to 2024 and may not be recoverable upon the purchase of the
Company under current IRS statutes.

                                       11
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

Advanced Technologies Group, Ltd. (the Company), was incorporated in the State
of Nevada in February 2000. In January 2001, the Company purchased FX3000, Inc.
(formerly Oxford Global Network, Ltd.), and the designer of the FX3000 software
program. The FX3000 software program is a real time quote and money management
platform for use by independent foreign currency traders. In March 2002, the
Company sold its interest in its FX3000 program to FX Direct Dealer, LLC, a
joint venture company that markets the FX3000 software program for a 25%
interest in FX Direct Dealer, LLC. The remaining 75% of the joint venture
company is owned by Tradition, N.A., a major, Swiss-based financial company. The
un-depreciated cost of the FX 3000 program at the date of the transfer, or
$1,670,485, was recorded as investment in the joint venture in the balance
sheet.

The Company also is the developer of the PromotionStat software program, which
assists on-line advertisers in monitoring their marketing effectiveness and
which is marketed through the Company's subsidiary, PromotionStat Inc.

GENERAL STATEMENT: FACTORS THAT MAY AFFECT FUTURE RESULTS

With the exception of historical information, the matters discussed in
Management's Discussion and Analysis of Financial Condition and Results of
Operations contain forward looking statements under the 1995 Private Securities
Litigation Reform Act that involve various risks and uncertainties. Typically,
these statements are indicated by words such as "anticipates", "expects",
"believes", "plans", "could", and similar words and phrases. Factors that could
cause the company's actual results to differ materially from management's
projections, forecasts, estimates and expectations include but are not limited
to the following:

*    Inability of the company to secure additional financing

*    Unexpected economic changes in the United States

*    The imposition of new restrictions or regulations by government agencies
     that affect the Company's business activities.

To the extent possible, the following discussion will highlight the activities
of the Company's business activities for the years ended January 31, 2004 and
January 31, 2003.

I. RESULTS OF OPERATIONS

COMPARISON OF OPERATING RESULTS

CONSOLIDATED SALES, GROSS PROFIT, AND NET INCOME FOR THE THREE MONTHS:

Revenues for the first quarter of fiscal 2005 were $73,568 from the on-line use
of the PromotionStat software. Revenues from the PromotionStat software program
for the first quarter of fiscal 2004 were $208,435, a decrease of 65%. During
the year, as promotion for the FX3000 software, management began to offer the
latest version of the PromotionStat platform free of charge to new subscribers
to the FX3000 software. This new policy was principally responsible for the
decrease in revenues during the current period. Management intends to continue
this promotion in fiscal year 2005.

                                       12
<PAGE>
Gross profits on PromotionStat sales were $41,101, compared to $88,328 for the
same period last year. The gross profit percentage remained consistent at
approximately 57% and management expects the gross profit percentage on revenues
from the PromotionStat software to remain consistent in the coming fiscal year.

General and administrative expense in the first quarter of fiscal 2005 were
$471,882 compared to $291,930 for the first quarter of fiscal 2004, an increase
of 62%. The main area of increase was software maintenance costs on the
PromotionStat and FX300 software. After deducting general and administrative
costs, the Company experienced a loss from operations of $430,781 for the
current quarter, compared to an operating loss of $203,602 for the same period
in fiscal 2004.

Net loss for the first quarter of fiscal 2005 was $429,695, or $0.06 per share
compared to a loss of $203,602, or $0.03 per share for the first quarter of
fiscal 2004.

II. DISCUSSION OF FINANCIAL CONDITION: LIQUIDITY AND CAPITAL RESOURCES

At April 30, 2004 cash on hand was $538,315 as compared with $361,856 at January
31, 2004. During the quarter the Company received $450,000 in subscriptions to
its private placement of preferred B stock and $164,400 as a return from its
investment in FX Direct Dealer.

The Company used these cash proceeds to pay for its business operations and to
purchase and upgrade its computer hardware. Business operations used cash of
$392,613. The Company spent $34,965 to upgrade its computer hardware.

The Company does not expect any material capital expenditures in fiscal year
2005.

At April 30, 2004, the Company had working capital of $458,638 compared to
working capital of $308,499 at January 31, 2004. Working capital increased
mainly as a result of the preferred stock subscriptions and cash received from
the Company's investment in FX Direct Dealer against cash used by operations.

Total assets at April 30, 2004 were $937,596 as compared to $907,715 at January
31, 2004.

The Company's total stockholders' equity increased slightly to $795,875 at April
30, 2004. Stockholders' equity increased because of the preferred stock
subscriptions for cash proceeds of $450,000 netted against a net loss of
$429,695.

III. INFLATION

Management anticipates that inflation will not have a material effect on the
Company's operations in the future. This is principally due to the fact that its
revenues and profits are expected to be derived from the licensing of its
software system to operators, such as broker/dealers for the use of their
clients. Essentially, the Company's software product is intended to facilitate
an investment nvironment which is typically not affected by inflationary trends.

                                       13
<PAGE>
IV. TRENDS AFFECTING LIQUIDITY, CAPITAL RESOURCES AND OPERATIONS

A number of factors are expected to impact the Company's liquidity, capital
resources and future operations. Included among these are governmental
regulation of the trading of currencies by individuals and the acceptability of
currency trading by a large number of individual high net worth investors.
Management believes that the increasing regulation of securities and other forms
of investment vehicles will increase demand for alternate investment vehicles
such as currency trading, thereby increasing demand for the Company's products
and will significantly expand the Company's markets.

The Company has developed its FX3000 software to allow access by individual and
institutional traders to what has traditionally been an investment arena
restricted to large financial institutions and banks. Management believes that
as investors become more sophisticated there will be an increased demand for
access to these types of previously unavailable trading vehicles.

As other new technological products under development by the Company are
introduced, management believes that sales revenues will increase and, over the
long term, will result in stable sales and profits for the Company.

                                       14
<PAGE>
                            PART II OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

        Exhibit No.    Description
        -----------    -----------

          31.1    Certification under Section 302 of the Sarbanes-Oxley Act
                  of 2002 of Chief Executive Officer

          31.2    Certification under Section 302 of the Sarbanes-Oxley Act
                  of 2002 of Chief Financial Officer

          32      Certification under Section 906 of the Sarbanes-Oxley Act
                  of 2002 of Chief Executive Officer and Chief Financial Officer

(b) Reports on Form 8-K

    None

                                       15
<PAGE>
                                   SIGNATURES

In accordance with the requirements of Section 13 of 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed in
its behalf by the undersigned, thereunto duly authorized.

Date: June 28, 2004

By: /s/ Abel Raskas
   --------------------------
   Abel Raskas
   President


Date: June 28, 2004

By: /s/ Alex Stelmak
   --------------------------
   Alex Stelmak
   CEO and Chief Financial Officer

                                       16