UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB






(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE QUARTERLY PERIOD ENDED MAY 31, 2004


( ) 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: 000-31567


                           Rapid Bio Tests Corporation
                           ---------------------------
        (Exact name of small business issuer as specified in its charter)

Nevada                                                                35-0511303
------                                                                ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                   5409 Ivy Street, Springfield, Oregon 97478
-------------------------------------------------------------------------------
                    (Address of principal executive offices)


                                  (541)686.5989
                                  -------------
                           (Issuer's Telephone Number)



                      APPLICABLE ONLY TO CORPORATE ISSUERS


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date. As of May 31, 2004 there were
23,684,214 shares of the issuer's $.001 par value common stock issued and
outstanding.


                                       1
<PAGE>


ITEM 1.  FINANCIAL STATEMENTS




                           RAPID BIO TESTS CORPORATION
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                       May 31, 2004 and February 29, 2004




                                       2
<PAGE>







                           RAPID BIO TESTS CORPORATION
                          (A Development Stage Company)
                                 Balance Sheets



                                     ASSETS



                                              MAY 31,            FEBRUARY 29,
                                               2004                  2004
                                         -----------------     -----------------
                                             (Unaudited)

CURRENT ASSETS

   Cash                                  $           2,193     $               1
                                         -----------------     -----------------

     Total Current Assets                            2,193                     1
                                         -----------------     -----------------

FIXED ASSETS

   Equipment, net                                    2,627                     -
                                         -----------------     -----------------

     Total Fixed Assets                              2,627                     -
                                         -----------------     -----------------

     TOTAL ASSETS                        $           4,820     $               1
                                         =================     =================





The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>




                           RAPID BIO TESTS CORPORATION
                          (A Development Stage Company)
                           Balance Sheets (Continued)

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
                                                               MAY 31,            FEBRUARY 29,
                                                                2004                 2004
                                                         -----------------     -----------------
                                                            (Unaudited)
<S>                                                              <C>                  <C>
CURRENT LIABILITIES

   Accounts payable                                      $             118    $           20,505
   Accounts payable - related parties                                8,020                 8,920
   Accrued expenses                                                 12,341                 4,500
   Accrued salaries                                                 53,150                53,150
   Accrued interest                                                    431                   301
   Accrued interest - related parties                                  330                    60
   Notes payable                                                    13,000                13,000
   Notes payable - related parties                                  10,000                10,000
                                                         -----------------    ------------------

     Total Current Liabilities                                      97,390               110,436
                                                         -----------------    ------------------

     Total Liabilities                                              97,390               110,436
                                                         -----------------    ------------------

STOCKHOLDERS' EQUITY (DEFICIT)

   Common stock, par value $0.001; authorized
     120,000,000 shares; 23,684,214 and 20,584,214
      shares issued and outstanding, respectively                   23,684                20,584
   Additional paid-in capital                                    3,903,354             2,918,638
   Prepaid services                                                 (6,928)              (18,802)
   Deferred consulting                                            (430,349)                    -
   Stock subscription receivable                                  (412,000)                    -
   Deficit accumulated prior to the development stage             (989,057)             (989,057)
   Accumulated deficit during the development stage             (2,181,274)           (2,041,798)
                                                         -----------------     -----------------

     Total Stockholders' Equity (Deficit)                          (92,570)             (110,435)
                                                         -----------------    ------------------

     TOTAL LIABILITIES AND STOCKHOLDERS'
      EQUITY (DEFICIT)                                   $           4,820    $                1
                                                         =================    ==================
</TABLE>




The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>




                           RAPID BIO TESTS CORPORATION
                          (A Development Stage Company)
                            Statements of Operations
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                  FROM
                                                                                INCEPTION
                                                                                 OF THE
                                                                               DEVELOPMENT
                                                       FOR THE                  STAGE ON
                                                 THREE MONTHS ENDED             MARCH 1,
                                                       MAY 31,               2001 THROUGH
                                         ---------------------------------       MAY 31,
                                               2004              2003             2004
                                         ---------------   ---------------  ----------------
<S>                                            <C>               <C>               <C>
REVENUES                                 $             -   $             -  $              -
                                         ---------------   ---------------  ----------------

EXPENSES

   General and administrative                     24,094             2,824            95,546
   Officer salaries                               18,000                 -            79,000
   Consulting fees                                92,468                 -         2,146,666
   Legal fees                                      4,494                 -            35,778
                                         ---------------   ---------------  ----------------

     Total Expenses                              139,056             2,824         2,356,990
                                         ---------------   ---------------  ----------------

LOSS FROM OPERATIONS                            (139,056)           (2,824)       (2,356,990)
                                         ---------------   ---------------  ----------------

OTHER INCOME (EXPENSE)

   Gain on extinguishments of debt                     -                 -           189,233
   Interest expense                                 (420)             (498)          (13,517)
                                         ---------------   ---------------  ----------------

     Total Other Income (Expense)                   (420)             (498)          175,716
                                         ---------------   ---------------  ----------------

LOSS BEFORE INCOME TAXES                        (139,476)           (3,322)       (2,181,274)

   Income taxes                                        -                 -                 -
                                         ---------------   ---------------  ----------------

NET LOSS                                 $      (139,476)  $        (3,322) $     (2,181,274)
                                         ===============   ===============  ================

BASIC LOSS PER SHARE                     $         (0.01)  $         (0.03)
                                         ===============   ===============

WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                           14,419,569           114,214
                                        ================   ===============
</TABLE>





The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>




                           RAPID BIO TESTS CORPORATION
                          (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit)

<TABLE>
<CAPTION>
                                                                                                            DEFICIT      ACCUMULATED
                                                                                                          ACCUMULATED     DEFICIT
                                           COMMON           ADDITIONAL    STOCK                           PRIOR TO THE   DURING THE
                                   ---------------------     PAID-IN   SUBSCRIPTION  DEFERRED   PREPAID    DEVELOPMENT   DEVELOPMENT
                                        SHARES      AMOUNT   CAPITAL    RECEIVABLE  CONSULTING  SERVICES     STAGE          STAGE
                                   -------------- --------  ---------  ----------- -----------  --------  -----------   ------------
<S>                                      <C>         <C>       <C>         <C>         <C>        <C>         <C>            <C>
Balance, February 28, 2001                39,614  $     39  $ 563,971  $        -  $         -  $     -   $ (989,057)   $         -

Common stock issued in
  satisfaction of debt at $0.123
  per share, December 17, 2001             7,000         7    214,734           -            -        -            -              -

Common stock issued in
  satisfaction of debt at $0.001
  per share, January 28, 2002              4,000         4        996           -            -        -            -              -

Common stock issued for
  services at $0.001 per share,
  February 1, 2002                        63,600        64     15,836           -            -        -            -              -

Net income for the year
  ended February 28, 2002                      -         -          -           -            -        -            -         90,714
                                   -------------- --------  ---------  ----------- -----------  --------  -----------   ------------

Balance, February 28, 2002               114,214       114    795,537           -            -        -     (989,057)        90,714

Net income for the year
  ended February 28, 2003                      -         -          -           -            -        -            -         44,443
                                   -------------- --------  ---------  ----------- -----------  --------  -----------   ------------

Balance, February 28, 2003              114, 214       114    795,537           -            -        -     (989,057)       135,157

Common stock issued for
  assets at predecessor cost
  of $0.00 per share on June
  19, 2003                            15,000,000    15,000    (15,000)          -            -        -            -              -
                                   -------------- --------  ---------  ----------- -----------  --------  -----------   ------------

Balance Forward                       15,114,214  $ 15,114  $ 780,537  $        -  $         - $      -   $ (989,057)   $   135,157
                                   -------------- --------  ---------  ----------- -----------  --------  -----------   ------------
</TABLE>




The accompanying notes are an integral part of these financial statements.

                                       6
<PAGE>






                           RAPID BIO TESTS CORPORATION
                          (A Development Stage Company)
            Statements of Stockholders' Equity (Deficit) (Continued)

<TABLE>
<CAPTION>
                                                                                                         DEFICIT      ACCUMULATED
                                                                                                       ACCUMULATED     DEFICIT
                                        COMMON          ADDITIONAL    STOCK                           PRIOR TO THE   DURING THE
                                 ---------------------   PAID-IN   SUBSCRIPTION  DEFERRED   PREPAID    DEVELOPMENT    DEVELOPMENT
                                    SHARES    AMOUNT     CAPITAL    RECEIVABLE  CONSULTING  SERVICES     STAGE          STAGE
                                 ----------- ---------  ----------  ----------- ----------- --------  -----------    ------------
<S>                                  <C>       <C>         <C>         <C>         <C>        <C>         <C>            <C>


Balance Forward                   15,114,214  $ 15,114  $  780,537  $        -  $        -  $      -  $ (989,057)    $     135,157

Common stock issued for
  consulting services at $0.38
  per share on July 24, 2003       5,450,000     5,450   2,065,550           -           -         -           -                 -

Assumption and forgiveness
  of debt by related parties               -         -      65,571           -           -         -           -                 -

Common stock issued for
  cash at $0.50 per share
  on November 12, 2003                20,000        20       9,980           -           -         -           -                 -

Net loss for the year ended
  February 29, 2004                        -         -           -           -           -         -           -        (2,176,955)
                                 -----------  --------   ---------  ----------  ----------  -------- -----------     -------------

Balance, February 29, 2004        20,584,214    20,584   2,918,638           -           -   (18,802)   (989,057)       (2,041,798)

Option issued for services,
  April 12, 2004 (unaudited)               -         -     454,987           -    (454,987)        -           -                 -

Options issued for services,
  May 12, 2004 (unaudited)                 -         -      67,829           -     (67,829)        -           -                 -

Revaluation of options issued
  for services pursuant to
  amended consulting
  agreement, May 13, 2004
  (unaudited)                              -         -           -           -      75,231         -           -                 -
                                 -----------  --------  ---------- -----------  ----------  --------- ----------   ---------------
Balance Forward                   20,584,214  $ 20,584  $3,441,454 $         -    (447,585) $(18,802) $ (989,057)  $    (2,041,798)
                                 -----------  --------  ---------- -----------  ----------  --------- ----------   ---------------
</TABLE>


The accompanying notes are an integral part of these financial statements.

                                       7
<PAGE>




<TABLE>
<CAPTION>
                                                                                                          DEFICIT      ACCUMULATED
                                                                                                        ACCUMULATED     DEFICIT
                                        COMMON          ADDITIONAL     STOCK                           PRIOR TO THE   DURING THE
                                 ---------------------   PAID-IN    SUBSCRIPTION  DEFERRED   PREPAID   DEVELOPMENT    DEVELOPMENT
                                    SHARES    AMOUNT     CAPITAL     RECEIVABLE  CONSULTING  SERVICES    STAGE          STAGE
                                 ----------- ---------  ----------- ----------- -----------  -------- -----------    ------------
<S>                                  <C>       <C>         <C>         <C>         <C>         <C>        <C>            <C>

Balance Forward                   20,584,214 $  20,584  $ 3,441,454 $         - $ (447,585) $ (18,802) $(989,0557)   $ (2,041,798)

Issuance of shares pursuant
  to exercise of options, May
  13, 2004 (unaudited)             2,000,000     2,000      298,000     (247,000)        -          -           -                 -

Issuance of common shares
  Pursuant to exercise of
  Options, May 16, 2004
  (unaudited)                      1,100,000     1,100      163,900     (165,000)        -          -           -                 -

Amortization of deferred
  consulting expense, May
  31, 2004 (unaudited)                     -         -            -            -    17,236          -           -                 -

Amortization of services
  prepaid with common
  stock, May 31, 2004
  (unaudited)                              -         -            -            -         -     11,874           -                 -

Net loss for the three months
  ended May 31, 2004
  (unaudited)                              -         -            -            -         -          -           -          (139,476)
                                  ----------  --------  -----------  -----------  --------- ---------  ----------    --------------
Balance, May 31, 2004
  (unaudited)                     23,684,214  $ 23,684  $ 3,903,354  $  (412,000) $(430,349)$  (6,928) $ (989,057)   $   (2,181,274)
                                  ==========  ========  ===========  ===========  ========= =========  ==========    ==============
</TABLE>





The accompanying notes are an integral part of these financial statements.

                                       8
<PAGE>




                           RAPID BIO TESTS CORPORATION
                          (A Development Stage Company)
                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                         FROM
                                                                                                       INCEPTION
                                                                                                        OF THE
                                                                                                      DEVELOPMENT
                                                                                                       STAGE ON
                                                                                                       MARCH 1,
                                                                   FOR THE THREE MONTHS ENDED        2001 THROUGH
                                                                             MAY 31,                    MAY 31,
                                                                     2004             2003               2004
                                                               ---------------   ---------------  ----------------
<S>                                                                   <C>              <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                                    $      (139,476)  $        (3,322) $     (2,181,274)
   Adjustments to reconcile loss from operations
    to net cash used by operating activities:
     Gain on extinguishments of debt                                         -                 -          (189,233)
     Common stock issued for services                                   75,231                 -         2,143,329
     Depreciation and amortization                                      29,134                 -            29,134
   Changes in assets and liabilities:
     Increase in accrued interest                                          400                 -            13,465
     Increase (decrease) in accounts payable and
      accounts payable - related parties                               (21,288)            3,322            31,931
     Increase in accrued expenses                                        7,841                 -            71,490
                                                               ---------------   ---------------  ----------------

       Net Cash Used by Operating Activities                           (48,158)                -           (81,158)
                                                               ---------------   ---------------  ----------------

CASH FLOWS FROM INVESTING ACTIVITIES

   Purchase of Equipment                                                (2,650)                -            (2,650)
                                                               ---------------   ---------------  ----------------

       Net Cash Used by Investing Activities                            (2,650)                -            (2,650)
                                                               ---------------   ---------------  ----------------

CASH FLOWS FROM FINANCING ACTIVITIES

   Common stock issued for cash                                              -                 -            10,000
   Proceeds from notes payable                                               -                 -            23,000
   Proceeds from exercise of options                                    53,000                 -            53,000
                                                               ---------------   ---------------  ----------------

     Net Cash Provided by Financing Activities                          53,000                 -            86,000
                                                               ---------------   ---------------  ----------------

NET INCREASE IN CASH                                                     2,192                 -             2,192

CASH AT BEGINNING OF PERIOD                                                  1                 -                 1
                                                               ---------------   ---------------- ----------------

CASH AT END OF PERIOD                                          $         2,193   $             -  $          2,193
                                                               ===============   ===============  ================
</TABLE>



The accompanying notes are an integral part of these financial statements.

                                       9
<PAGE>






                           RAPID BIO TESTS CORPORATION
                          (A Development Stage Company)
                            Statements of Cash Flows
                             (Unaudited) (Continued)


<TABLE>
<CAPTION>
                                                                                                       FROM
                                                                                                     INCEPTION
                                                                                                      OF THE
                                                                                                    DEVELOPMENT
                                                                                                     STAGE ON
                                                                                                     MARCH 1,
                                                                   FOR THE THREE MONTHS ENDED      2001 THROUGH
                                                                             MAY 31,                  MAY 31,
                                                                    2004              2003             2004
                                                               ---------------   ---------------  --------------
<S>                                                                  <C>               <C>               <C>

SUPPLEMENTAL CASH FLOW INFORMATION:

   Cash paid for:

     Interest                                                  $             -   $             -  $              -
     Income taxes                                              $             -   $             -  $              -

NON-CASH FINANCING AND INVESTING ACTIVITIES:

     Common stock issued in lieu of debt                       $             -   $             -  $        215,741
     Common stock issued for services                          $             -   $             -  $      2,143,329
     Option exercise                                           $       412,000   $             -  $        412,000
</TABLE>






The accompanying notes are an integral part of these financial statements.

                                       10
<PAGE>





                           RAPID BIO TESTS CORPORATION
                          (A Development Stage Company)
                        Notes to the Financial Statements
                       May 31, 2004 and February 29, 2004


NOTE 1 -     BASIS OF FINANCIAL STATEMENT PRESENTATION

             The accompanying unaudited condensed financial statements have been
             prepared by the Company pursuant to the rules and regulations of
             the Securities and Exchange Commission. Certain information and
             footnote disclosures normally included in financial statements
             prepared in accordance with accounting principles generally
             accepted in the United States of America have been condensed or
             omitted in accordance with such rules and regulations. The
             information furnished in the interim condensed financial statements
             include normal recurring adjustments and reflects all adjustments,
             which, in the opinion of management, are necessary for a fair
             presentation of such financial statements. Although management
             believes the disclosures and information presented are adequate to
             make the information not misleading, it is suggested that these
             interim condensed financial statements be read in conjunction with
             the Company's most recent audited financial statements and notes
             thereto included in its February 29, 2004 Annual Report on Form
             10-KSB. Operating results for the three months ended May 31, 2004
             are not necessarily indicative of the results that may be expected
             for the year ending February 28, 2005.

NOTE 2 -     GOING CONCERN

             The Company's financial statements are prepared using accounting
             principles generally accepted in the United States of America
             applicable to a going concern which contemplates the realization
             of assets and liquidation of liabilities in the normal course of
             business. The Company currently has minimal operations and has
             incurred significant losses which have resulted in an accumulated
             deficit of $2,181,274 at May 31, 2004 which raises substantial
             doubt about the Company's ability to continue as a going concern.
             The accompanying financial statements do not include any
             adjustments relating to the recoverability and classification of
             asset carrying amounts or the amount and classification of
             liabilities that might result from the outcome of this
             uncertainty.

             It is the intent of management to raise additional operating funds
             through the sale of common stock or through loans or other
             borrowings. The forecast of the period of time through which the
             financial resources will be adequate to support the Company's
             operations is a forward-looking statement that involves risks and
             uncertainties, and actual results could vary as a result of a
             number of factors. There is no guarantee that the Company will be
             able to sell shares of their common stock or that they will be
             able to arrange for borrowings on acceptable terms, if at all.

NOTE 3 -     MATERIAL EVENTS

             Death of CEO; Appointment of New CEO
             ------------------------------------

             Dr. Geoffrey V.F. Seaman, Ph.D., passed away on June 30, 2004. He
             had served as Chief Executive Officer and as a director since
             June 16, 2003. Margaret Seaman, Dr. Seaman's wife, has succeeded
             him as a director. Paul R. Hemmes, Ph.D., one of our directors,
             is acting as interim Chief Executive Officer until the Company is
             able to designate a permanent replacement. Dr. Hemmes is
             currently the sole officer of the Company. Dr. Regan continues as
             a member of the Board of Directors.








                                       11
<PAGE>



                           RAPID BIO TESTS CORPORATION
                          (A Development Stage Company)
                        Notes to the Financial Statements
                       May 31, 2004 and February 29, 2004


NOTE 3 -      MATERIAL EVENTS (Continued)

              Stock Issuances
              ---------------

              On April 12, 2004, the Company's Chief Executive Officer, acting
              on behalf of the Company, entered into a twelve month consulting
              agreement with Daniel Peterson whereby Mr. Peterson was to advise
              the Company on strategic planning and business development. On
              this date the Company issued to Mr. Peterson options to purchase
              two million shares of its common stock at an exercise price of
              $0.265 per share. A Black-Scholes analysis determined the value
              of the options on this date to be $454,987. On May 13, 2004 the
              On May 13, 2004 the Company's Chief Executive Officer, acting on
              behalf of the Company, amended the Company's initial agreement
              with Mr. Peterson by allowing him the option to purchase its
              common stock at $0.15 per share. Pursuant to this amendment, a
              new Black-Scholes analysis determined that $75,231 of deferred
              consulting expense should be recognized immediately. Mr. Peterson
              exercised his options in full on May 13, 2004; additional paid-in
              capital increased by $298,000. Because Mr. Peterson furnished
              only $53,000 cash on this date he and the Company established a
              note whereby Mr. Peterson is to pay the remaining $247,000 he
              owes the Company over a twelve month period beginning May 13,
              2004. The note bears no interest.

              On May 12, 2004, the Company's Chief Executive Officer, acting on
              behalf of the Company, entered into a twenty-four month
              consulting agreement with Henry Fahman whereby Mr. Fahman was to
              advise the Company on business opportunities, including
              prospective mergers, acquisitions, joint ventures and/or
              investment opportunities. On this date the Company issued to Mr.
              Fahman options to purchase 1.1 million shares of its common stock
              at an exercise price of $0.15 per share. A Black-Scholes analysis
              determined the value of the options on this date to be $67,829.
              Mr. Fahman exercised his options in full on May 16, 2004;
              additional paid-in capital increased by $163,900. Because Mr.
              Fahman furnished no cash on this date he and the Company
              established a note whereby Mr. Fahman is to pay the $165,000 he
              owes the Company within thirty days of his physical receipt of
              the 1.1 million common shares. The note bears no interest.


                                       12
<PAGE>


ITEM 2.  PLAN OF OPERATION

THIS FOLLOWING INFORMATION SPECIFIES CERTAIN FORWARD-LOOKING STATEMENTS OF
MANAGEMENT OF THE COMPANY. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT
ESTIMATE THE HAPPENING OF FUTURE EVENTS AND ARE NOT BASED ON HISTORICAL FACT.
FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING
TERMINOLOGY, SUCH AS "MAY", "SHALL", "COULD", "EXPECT", "ESTIMATE",
"ANTICIPATE", "PREDICT", "PROBABLE", "POSSIBLE", "SHOULD", "CONTINUE", OR
SIMILAR TERMS, VARIATIONS OF THOSE TERMS OR THE NEGATIVE OF THOSE TERMS. THE
FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING INFORMATION HAVE BEEN
COMPILED BY OUR MANAGEMENT ON THE BASIS OF ASSUMPTIONS MADE BY MANAGEMENT AND
CONSIDERED BY MANAGEMENT TO BE REASONABLE. OUR FUTURE OPERATING RESULTS,
HOWEVER, ARE IMPOSSIBLE TO PREDICT AND NO REPRESENTATION, GUARANTY, OR WARRANTY
IS TO BE INFERRED FROM THOSE FORWARD-LOOKING STATEMENTS.

THE ASSUMPTIONS USED FOR PURPOSES OF THE FORWARD-LOOKING STATEMENTS SPECIFIED IN
THE FOLLOWING INFORMATION REPRESENT ESTIMATES OF FUTURE EVENTS AND ARE SUBJECT
TO UNCERTAINTY AS TO POSSIBLE CHANGES IN ECONOMIC, LEGISLATIVE, INDUSTRY, AND
OTHER CIRCUMSTANCES. AS A RESULT, THE IDENTIFICATION AND INTERPRETATION OF DATA
AND OTHER INFORMATION AND THEIR USE IN DEVELOPING AND SELECTING ASSUMPTIONS FROM
AND AMONG REASONABLE ALTERNATIVES REQUIRE THE EXERCISE OF JUDGMENT. TO THE
EXTENT THAT THE ASSUMED EVENTS DO NOT OCCUR, THE OUTCOME MAY VARY SUBSTANTIALLY
FROM ANTICIPATED OR PROJECTED RESULTS, AND, ACCORDINGLY, NO OPINION IS EXPRESSED
ON THE ACHIEVABILITY OF THOSE FORWARD-LOOKING STATEMENTS. WE CANNOT GUARANTY
THAT ANY OF THE ASSUMPTIONS RELATING TO THE FORWARD-LOOKING STATEMENTS SPECIFIED
IN THE FOLLOWING INFORMATION ARE ACCURATE, AND WE ASSUME NO OBLIGATION TO UPDATE
ANY SUCH FORWARD-LOOKING STATEMENTS.

CRITICAL ACCOUNTING POLICY AND ESTIMATES. Our Management's Discussion and
Analysis of Financial Condition and Results of Operations section discusses our
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America. The preparation
of these financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. On an on-going basis, management evaluates
its estimates and judgments, including those related to revenue recognition,
accrued expenses, financing operations, and contingencies and litigation.
Management bases its estimates and judgments on historical experience and on
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying value of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions. The most significant accounting estimates inherent in
the preparation of our financial statements include estimates as to the
appropriate carrying value of certain assets and liabilities which are not
readily apparent from other sources. These accounting policies are described at
relevant sections in this discussion and analysis and in the notes to the
financial statements included in our Quarterly Report on Form 10-QSB for the
period ended May 31, 2004.

OUR BUSINESS. With the assistance of our management team, we intend to develop,
manufacture and market a series of rapid, sensitive, accurate and reliable
diagnostic tests that can be used to detect a variety of human diseases and
conditions, and which have utility in a variety of veterinary and agricultural
products. We believe that diagnostic tests are necessary to respond to
epidemics, bio-terrorism attacks and simply to cut the current high cost of
diagnostics for general health care.

Our current management has examined a wide range of current technologies used
for rapid identification of microorganisms and toxic agents, but believes that
cutting edge and high tech approaches are unproven on a large scale and do not
meet the needs of today's environment. For these reasons, we will focus our
efforts on established technology. We propose to develop a panel of rapid,
accurate, robust and easy to perform tests for field assays and point-of-care
testing. We also propose to develop a product line of tests for the rapid and
definitive detection of infectious diseases including bacterial and viral
pathogens, as well as toxins, which our management believes can be met by rapid
latex agglutination slide tests for the primary on-site identification. We
believe that such tests are simple, easy to manufacture, inexpensive and do not
require instrumentation or electricity, nor are highly trained personnel
necessary to read the test results.


                                       13
<PAGE>

We believe that an appropriate combination of the technology inventions,
identification of ideal target markets, coupled with the basic capabilities of
the principals will enable us to achieve our objectives and rapidly reduce the
latex technology platforms to practice, allowing us to proceed to
commercialization and sale of our products.

LIQUIDITY AND CAPITAL RESOURCES. We had cash of $2,193 as of May 31, 2004, and
no or other current assets. We had $2,627 in fixed assets, which were
represented by net value of equipment as May 31, 2004. Therefore, our total
assets as of May 31, 2004 were $4,820. Our total current liabilities were
$97,390 at May 31, 2004, which was represented by accounts payable of $118,
along with $8,020 in accounts payable to related parties, $12,341 in accrued
expenses, $53,150 in accrued salaries, $431 in accrued interest, $330 in accrued
interest to related parties, $13,000 represented by a note payable and $10,000
in a note payable to related parties. At May 31, 2004, our liabilities exceeded
our assets by $92,570.

FOR THE THREE MONTH PERIOD ENDED MAY 31, 2004.

RESULTS OF OPERATIONS.

REVENUES. From inception of the development stage on March 1, 2001 through May
31, 2004, we have not realized any revenues. We hope to generate revenues in the
next twelve months by actively pursuing our newly adopted business plan and by
the eventual sale of our planned line of diagnostic testing products. However,
we cannot guarantee that our products will be ready for sale or that we will
earn any revenues within the next twelve months.

OPERATING EXPENSES. For the three months ended May 31, 2004, our total operating
expenses were $139,059 compared to total expenses of $2,824 for the
corresponding period in 2002. The expenses for the three months ended May 31,
2004 was represented by $18,000 in officer salaries, $92,468 in consulting fees
and $24,094 in general and administrative expenses. This is in comparison to the
same period ending May 31, 2003, where we had operating expenses of $2,824 which
was represented solely by general and administrative expenses. The large
increase in operating expenses is due to incurring officer salaries and
consulting expenses, incurred as a result of operating under our new management
and business plan.

For the three months ending May 31, 2004, we also had an interest expense of
$420. Therefore our net loss was $139,476 for the three months ended May 31,
2004. This is in comparison to $498 in interest expenses for the three months
ending May 31, 2003. For the corresponding period ending in 2003, our net loss
was $3,322.

Our net loss from operations since our inception of the development stage on
March 1, 2001 through May 31, 2004 was $2,356,990. However, our cumulative net
loss from inception of the development stage on March 1, 2001 through May 31,
2004 was $2,181,274 which was due to a gain of $189,233 which we recognized on
extinguishments of debt less interest expense of $13,517.

OUR PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS. As of May 31, 2004, we had
only $2,193 in cash resources. We have not yet generated any revenues from
operations. We plan on raising additional operating funds through the sale of
our common stock. If we are not able to raise additional funds, we may arrange
for loans or other borrowings. Our forecast of 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 vary as a result of a number of factors. There is no guarantee
that we will be able to sell shares of our common stock or that we will be able
to arrange for borrowings on acceptable terms if at all.


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We have been developing a test that our management believes will be able to
detect the presence of Bovine Spongiform Encephalopathy or Mad Cow Disease
(BSE). While the test is not currently in production or ready for market, we
believe that our test to detect BSE is nearing final development, after which we
plan to begin testing a prototype. Such a test would then be submitted to the
FDA, whose approval would be required before the test could be commercially
marketed and put in use. Our management estimates that the costs of development
work for the completion of one rapid sensitive test on live animals for
indicators of BSE, plus initial work on ways to block the disease would total
approximately $700,000. While we do not currently have the financial resources
to complete this development, we plan to seek such funding if our feasibility
tests indicate the viability for commercial development and production of the
diagnostic test. Our management team has an extensive track record in developing
similar diagnostic tests for neurological problems, which we believe will
facilitate the launch of our proposed BSE tests and treatments.

Our plan of operation is materially dependent on our ability to continue the
development of our proposed line of diagnostic tests and raise additional
capital to market our products. Within the next twelve months, we hope to begin
the manufacturing and marketing of our products. We must also enter into
arrangements with manufacturers to manufacture our planned product line.
Finally, we must raise additional working capital either through the sale of our
common stock or through loans. There is no guarantee that we will be able to
raise additional capital through the sale of our common stock. Moreover, there
is no guarantee that we will be able to arrange for loans on favorable terms, or
at all.

Our inability to access the capital markets or obtain acceptable financing could
harm our results of operations and financial condition. To the extent that
additional capital is raised through the sale of equity or equity-related
securities, the issuance of such securities could result in dilution of our
stockholders. We cannot guaranty that additional funding will be available on
favorable terms. If adequate funds are not available within the next 12 months,
we may be required to limit our proposed diagnostic testing development
activities or to obtain funds through entering into arrangements with
collaborative partners. If adequate funds are not available, we believe that our
officers and directors will contribute funds to pay for our expenses. Our belief
that our officers and directors will pay our expenses is based on the fact that
our officers and directors collectively own 15,000,000 shares of our common
stock, which equals approximately 66.4% of our total issued and outstanding
common stock. We believe that our officers and directors will continue to pay
our expenses as long as they maintain their ownership of our common stock. If
our officers and directors loan us operating capital, we will either execute
promissory notes to repay the funds or issue stock to those officers and
directors. We have not formulated specific repayment terms. We will negotiate
the specific repayment terms and whether repayment will be in the form of stock
when, and if, funds are advanced by any of our officers and directors.

Over the next twelve months, we plan to continue with our ongoing research and
development activities to develop our proposed line of diagnostic tests.
Specifically, we are currently studying the development of rapid diagnostic
tests for Bovine Spongiform Encephalopathy, Hepatitis B, West Nile Virus and a
test to establish successful vaccinations for small pox. Over the next twelve
months, we do not anticipate that we will purchase or sell any significant
equipment, but rather, utilize the facilities and equipment our scientific team
currently has access to. In the event that we are able to begin manufacturing
operations, then we may need to hire additional employees or independent
contractors.

ITEM 3. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures. We maintain controls and
procedures designed to ensure that information required to be disclosed in the
reports that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the Securities and Exchange Commission. Based upon
their evaluation of those controls and procedures performed as of May 31, 2004,
our chief executive officer and the principal financial officer concluded that
our disclosure controls and procedures were adequate.

(b) Changes in internal controls. There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of the evaluation of those controls by the chief
executive officer and principal financial officer.



                                       15
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                          PART II -- OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 2. CHANGES IN SECURITIES.

     On April 12, 2004, Dr. Seaman, our chief executive officer at the time,
     executed on our behalf a twelve month consulting agreement with Daniel
     Peterson whereby Mr. Peterson was to advise us on strategic planning and
     business development. On this date our chief executive officer, Dr. Seaman,
     caused us to issue to Mr. Peterson options to purchase 2,000,000 shares of
     our common stock at an exercise price of $0.265 per share. These options
     were registered by means of our Form S-8 filed on April 1, 2004. On May 13,
     2004 the initial agreement with Mr. Peterson was amended to allow him the
     option to purchase our common stock at $0.15 per share. Mr. Peterson
     exercised his options in full on May 13, 2004. Because Mr. Peterson
     furnished only $53,000 cash on this date he issued us a note whereby he is
     to pay the remaining $247,000 he owes us over a twelve month period
     beginning May 13, 2004. The note bears no interest.

     On May 12, 2004, Dr. Seaman, our chief executive officer at the time,
     executed on our behalf a twenty-four month consulting agreement with Henry
     Fahman whereby Mr. Fahman was to advise us on business opportunities,
     including prospective mergers, acquisitions, joint ventures and/or
     investment opportunities. On this date, our chief executive officer, Dr.
     Seaman caused us to issue to Mr. Fahman options to purchase 1,100,000
     shares of our common stock at an exercise price of $0.15 per share. These
     options were registered by means of our Form S-8 filed on April 1, 2004.
     Mr. Fahman exercised his options in full on May 16, 2004. Because Mr.
     Fahman furnished no cash on this date he issued us a note whereby he is to
     pay the $165,000 he owes us within thirty days of his physical receipt of
     the 1,100,000 common shares. The note bears no interest.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

None.

ITEM 5.  OTHER INFORMATION

Subsequent to the period covered by this report, we filed a report on Form 8-K
on July 16, 2004 containing Item 5 - Other events regarding the passing of Dr.
Seaman, our chief executive officer and one of our directors on June 30, 2004.
On July 8, 2004, Margaret Seaman, Dr. Seaman's widow, was appointed as one of
our directors. We expect that Ms. Seaman, who owns 275,000 shares of our common
stock, will inherit Dr. Seaman's shares ownership of 9,000,000 shares of our
common stock.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


(a) Exhibits.

         31. Rule 13a-14(a)/15d-14(a) Certifications.

         32. Section 1350 Certifications.

(b) Reports on Form 8-K

We filed a report on Form 8-K on March 18, 2004 containing Item 5 - Other
events, including a press release announcing that we have entered into an
Agreement with Dr. Michael Huchital of Warwick, New York. The Agreement is for
us to acquire all rights, interests and title to a portfolio of rapid diagnostic
tests developed, under development or in research. Research and development on a
rapid field test for Hepatitis B virus and Bubonic Plague has been completed.
Tests under development include Mad Cow Disease, Rabies Virus, West Nile Virus,
four strains of Malaria and Whooping Cough. Tests under joint study and research
include Chagas' disease, Tuberculosis, Clostridium Botulinum toxin and Ricin
toxin. We expect that Dr. Huchital will collaborate with us on the development
of prototype tests for validation and these tests will then be outsourced to an
OEM manufacturer. Along with Dr. Huchital, we expect to be able to react very
quickly to develop new rapid diagnostic tests to address any new outbreaks or
epidemics worldwide through joint use of facilities and collaboration of
personnel.



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                                   SIGNATURES

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

                                       Rapid Bio Tests Corporation,
                                       a Nevada corporation



July 26, 2004                 By:      /s/  Paul R. Hemmes
                                       ----------------------------------------
                                       Paul R. Hemmes
                              Its:     Acting Chief Executive Officer, Director