UNITED STATES
                       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

                 For Quarterly period Ended: June 30, 2004; or

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

                For the transition period _________ to __________

                         Commission File Number: 0-32323
                             _______________________

                                  TEN STIX INC.
             (Exact name of registrant as specified in its charter)

         Nevada                                                  20-1217659
(State or other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

                              3101 Riverside Drive
                          Idaho Springs, Colorado 80452
               (Address of principal executive offices) (Zip Code)

                                 (303) 567-0163
              (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 a
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes _X_  No ___

     The number of shares outstanding of the registrant's common stock, $0.001
par value, as of June 30, 2004, was 58,618,228.

     Transitional Small Business Disclosure Format. Yes ___ No _X_

<PAGE>

                                  TEN STIX INC.

                              Report on Form 10-QSB

                       For the Quarter Ended June 30, 2004
<TABLE>
<CAPTION>
                                      INDEX
<S>          <C>                                                             <C>
                                                                            Page
Page Part I. Financial Information

     Item 1. Financial Statements (unaudited)..............................   3
             Balance Sheet ................................................   4
             Statements of Operations .....................................   5
             Statements of Cash Flows......................................   6
             Notes to the Financial Statements ............................   7

     Item 2. Management's Discussion and Analysis or Plan of Operation ....  17

     Item 3. Controls and Procedures ......................................  25

Part II. Other Information

     Item 1. Legal Proceedings ............................................  25

     Item 2. Unregistered Sales of Equity Securities and Use of Proceeds...  26

     Item 3. Defaults Upon Senior Securities ..............................  28

     Item 4. Submission of Matters to a Vote of Security Holders ..........  28

     Item 5. Other Information ............................................  28

     Item 6. Exhibits and Reports on Form 8-K .............................  32
</TABLE>

<PAGE>

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements.

     The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-QSB pursuant to the rules and
regulations of the Securities and Exchange Commission and, therefore, do not
include all information and footnotes necessary for a complete presentation of
our financial position, results of operations, cash flows, and stockholders'
deficit in conformity with generally accepted accounting principles in the
United States of America. In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of operations and
financial position have been included and all such adjustments are of a normal
recurring nature.

     Our unaudited balance sheet as of June 30, 2004 and our audited balance
sheet as of December 31, 2003; the related unaudited statements of operations
for the three month and six month periods ended June 30, 2004 and 2003, and the
unaudited statements of cash flows for the six month periods ended June 30, 2004
and 2003, are attached hereto and incorporated herein by this reference.



                                       3

<PAGE>

                                 TEN STIX, INC.
                                 Balance Sheets
<TABLE>
<CAPTION>
                                     ASSETS
                                     ------
                                                                        June 30,       December 31,
                                                                          2004            2003
                                                                      -----------      -----------
                                                                      (Unaudited)
<S>                                                                   <C>              <C>
CURRENT ASSETS

   Cash                                                               $     1,060      $     3,614
   Restricted cash                                                         15,000                -
   Accounts receivable                                                      3,960            3,900
   Inventory                                                                2,774            3,487
                                                                      -----------      -----------
     Total Current Assets                                                  22,794           11,001
                                                                      -----------      -----------
FIXED ASSETS, NET (NOTE 4)                                                105,346          134,545
                                                                      -----------      -----------
OTHER ASSETS

   Inventory, non-current                                                  52,699           51,986
   Stockholders advances                                                      383                -
   Intangible assets, net                                                  70,270           75,692
                                                                      -----------      -----------
     Total Other Assets                                                   123,352          127,678
                                                                      -----------      -----------
     TOTAL ASSETS                                                     $   251,492      $   273,224
                                                                      ===========      ===========
                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ---------------------------------------------
CURRENT LIABILITIES

   Accounts payable and accrued expenses                              $   164,053      $    90,610
   Accounts payable - related party                                        16,282          140,804
   Accrued salary payable                                                  72,000                -
   Notes payable                                                          206,673          191,633
   Notes payable, stockholders                                            202,145           76,500
                                                                      -----------      -----------
     Total Current Liabilities                                            661,153          499,547
                                                                      -----------      -----------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)

   Preferred A stock, $.001 par value, 100,000 shares authorized;
    96 shares issued and outstanding                                            1                1
   Common stock; $.001 par value, 500,000,000 shares authorized;
    64,555,730 and 21,018,228 and issued and outstanding,
    respectively                                                           72,118           21,018
   Additional paid-in capital                                           1,809,684        1,211,030
   Stock subscription receivable                                          (15,388)               -
   Accumulated deficit                                                 (2,276,076)      (1,458,372)
                                                                      -----------      -----------
     Total Stockholders' Equity (Deficit)                                (409,661)        (226,323)
                                                                      -----------      -----------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)             $   251,492      $   273,224
                                                                      ===========      ===========
</TABLE>

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

                                       4

<PAGE>

                                 TEN STIX, INC.
                            Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                  For the Six Months Ended      For the Three Months Ended
                                                         June 30,                        June 30,
                                                ---------------------------     ---------------------------
                                                    2004           2003             2004           2003
                                                -----------     -----------     -----------     -----------
<S>                                             <C>             <C>             <C>             <C>
REVENUE

   Net sales                                    $    58,966     $    48,750     $    32,171     $    21,996
                                                -----------     -----------     -----------     -----------
EXPENSES

   Cost of sales                                      4,711               -           1,278               -
   Selling, general and administrative              833,278         196,418         620,707          88,337
   Depreciation                                      24,490          24,293          12,245          12,050
   Amortization                                       5,422           5,422           2,711           2,711
                                                -----------     -----------     -----------     -----------
     Total Expenses                                 867,901         226,133         636,941         103,098
                                                -----------     -----------     -----------     -----------
OPERATING LOSS                                     (808,935)       (177,383)       (604,770)        (81,102)
                                                -----------     -----------     -----------     -----------
OTHER EXPENSE

   Interest expense                                  (8,769)         (8,586)         (2,669)         (4,792)
                                                -----------     -----------     -----------     -----------
       Total Other Expense                           (8,769)         (8,586)         (2,669)         (4,792)
                                                -----------     -----------     -----------     -----------
NET LOSS                                        $  (817,704)    $  (185,969)    $  (607,439)    $   (85,894)
                                                ===========     ===========     ===========     ===========
BASIC LOSS PER SHARE                            $     (0.02)    $     (0.01)    $     (0.01)    $     (0.01)
                                                ===========     ===========     ===========     ===========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING, BASIC AND
DILUTED                                          33,652,294      19,003,495      45,270,975      19,023,495
                                                ===========     ===========     ===========     ===========
</TABLE>

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

                                       5

<PAGE>

                                 TEN STIX, INC.
                            Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                         For the Six Months Ended
                                                                                  June 30,
                                                                           2004            2003
                                                                        -----------     -----------
<S>                                                                     <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                                             $  (817,704)    $  (185,969)
   Adjustments to reconcile net loss to net cash
    from operating activities:
     Depreciation and amortization                                           29,912          29,715
     Amortization of debt discounts                                           5,040           7,580
     Purchase options expired                                                     -          12,000
     Common stock issued for services                                       557,128               -
   Changes in assets and liabilities:
       Accounts receivable                                                      (60)         (4,500)
       Fixed assets                                                           4,709               -
       Inventory                                                                  -            (754)
       Accounts payable and accrued expenses                                146,566          40,059
       Stockholder advances                                                    (383)          3,004
                                                                        -----------     -----------
       Net Cash Used by Operating Activities                                (74,792)        (98,865)
                                                                        -----------     -----------
CASH FLOWS FROM INVESTING ACTIVITIES

   Purchase of fixed assets                                                       -          (1,625)
                                                                        -----------     -----------
       Net Cash Used by Investing Activities                                      -          (1,625)
                                                                        -----------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES

   Increase in restricted cash                                              (15,000)              -
   Proceeds from notes payable                                               20,000               -
   Payments on notes payable                                                (10,000)        (47,065)
   Proceeds from issuance of common stock                                    77,238         147,164
   Payment on loans from stockholders                                             -          (2,000)
                                                                        -----------     -----------
       Net Cash Provided by Financing Activities                             72,238          98,099
                                                                        -----------     -----------
DECREASE IN CASH                                                             (2,554)         (2,391)
                                                                        -----------     -----------
CASH AT BEGINNING OF PERIOD                                                   3,614           8,071

CASH AT END OF PERIOD                                                   $     1,060     $     5,680
                                                                        ===========     ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

   Interest paid                                                        $     8,769     $     1,119
   Income tax paid                                                      $         -     $         -

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:

   Common stock issued for services                                     $   557,128     $         -
</TABLE>

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

                                       6

<PAGE>

                                 TEN STIX, INC.
                        Notes to the Financial Statements
                       June 30, 2004 and December 31, 2003

NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

          The accompanying unaudited condensed consolidated 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 generally accepted accounting
          principles have been condensed or omitted in accordance with such
          rules and regulations. The information furnished in the interim
          condensed consolidated 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 consolidated
          financial statements be read in conjunction with the Company's most
          recent audited financial statements and notes thereto included in its
          December 31, 2003 Annual Report on Form 10-KSB. Operating results for
          the six months ended June 30, 2004 are not necessarily indicative of
          the results that may be expected for the year ending December 31,
          2004.

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 satisfaction of liabilities in the normal course of
          business. The Company's continuation as a going concern is dependent
          upon its ability to generate sufficient cash flow from operations to
          meet its obligations on a timely basis and/or obtain financing as may
          be required. The Company has incurred net losses from operations since
          inception and has an accumulated deficit of $2,276,076 and a working
          capital deficit of $638,358 as of June 30, 2004.

          The Company's future success and viability is primarily dependent upon
          its ability to find new business opportunities. Recent developments
          have resulted in the Company forming a wholly owned subsidiary which
          will continue marketing, promotion and sales of the gaming business,
          while allowing the Company's management to refocus goals, objectives
          and strategies of the Company. The Company's plan of operation for the
          next twelve months is to seek the acquisition of assets, property or
          business that may benefit the Company and its shareholders. Because
          the Company has minimal resources, management anticipates that to
          achieve any such acquisition, it may be required to issue shares of
          its common stock as consideration for such acquisition. In the event
          that the Company contacts or is contacted by a private company or
          other entity, which may be considering a merger with to into the
          Company, it is possible that the Company would be required to raise
          additional finds in order to accomplish the transaction.

          Management of the Company believes that an estimated $1,000,000 is
          going to be required over the next fiscal year for payment of expenses
          associated with the operations of the Company. During the next twelve
          months, the Company's foreseeable cash requirements will relate to
          continuing the operations of its wholly owned subsidiary, maintaining
          the Company in good standing and making the requisite filings with the
          Securities and Exchange

                                       7

<PAGE>

                                 TEN STIX, INC.
                        Notes to the Financial Statements
                       June 30, 2004 and December 31, 2003

NOTE 2 - GOING CONCERN (Continued)

          Commission and the payments of expenses associated with reviewing or
          investigating any potential business venture. Because the Company has
          not identified any such venture as of this date, it is impossible to
          predict the costs. Additionally, the Company may experience a
          liquidity crisis and be required to raise additional capital.
          Historically, the Company has relied upon internally generated funds
          and funds from the sale of shares of stock and loans from its
          shareholders and private investors to finance its operations and
          growth. Management may raise additional capital through future public
          or private offerings of its stock or through loans from private
          investors, although there can be no assurance that the Company will be
          able to obtain such financing. The Company's failure to do so would
          have material and adverse affect upon the Company and its
          shareholders.

NOTE 3 - MATERIAL EVENTS

          Litigation
          ----------

          During 2003, Rapid Funding, LLC, brought a Lawsuit against the
          Company's Chief Executive and Chief Financial Officers (collectively,
          the "Defendants") as a result of a guarantee of third party debt
          through the use of substantially all of the Defendants personally held
          common stock of the Company. On April 5, 2004 Rapid Funding and the
          Defendants entered into the Stipulation in an effort to settle the
          Lawsuit.  On April 6, 2004 the Jefferson County, Colorado, District
          Court entered the Order approving the Stipulation.

          The Stipulation provides that the Defendants and their spouses shall,
          within two business days from the date of approval of the Stipulation
          by the court, transfer to Rapid Funding all of their respective shares
          of capital stock of the Issuer, free and clear of all liens, claims
          and encumbrances.  In connection therewith, on April 8, 2004 the
          Defendants and their spouses transferred 5,182,100 Shares to Rapid
          Funding.  In addition, the Defendants agreed to direct the Issuer's
          transfer agent and registrar to record such transfer on the stock
          ledger and books and records of the Issuer.

          In addition, in connection with the Stipulation, the Issuer agreed to
          issue to Rapid Funding, immediately after the approval of new Articles
          of Incorporation at a subsequent shareholder's meeting to be held in
          accordance with the Stipulation, 11,000,000 additional Shares.  The
          Defendants also agreed that, pursuant to the Stipulation, the Issuer
          shall periodically issue enough additional Shares to Rapid Funding to
          insure that Rapid Funding owns at least 51% of the outstanding common
          stock of the Issuer (including any and all shares of capital stock
          currently held by or foreclosed upon by Rapid Funding), such
          outstanding common stock to include any outstanding securities
          currently exercisable for or convertible into (i) common stock of the
          Issuer, or (ii) securities convertible into or exercisable for common
          stock of the Issuer, each to include, without limitation, any options,
          warrants, convertible preferred stock, convertible debt or any other
          similar rights, interests or securities (the "Outstanding Common
          Stock").

                                       8

<PAGE>

                                 TEN STIX, INC.
                        Notes to the Financial Statements
                       June 30, 2004 and December 31, 2003

NOTE 3 - MATERIAL EVENTS (Continued)

          Litigation (Continued)
          ---------------------

          Pursuant to the Stipulation, Rapid Funding agreed to subsequently sell
          to the Issuer all of the Shares received by Rapid Funding in
          connection with the Lawsuit and Stipulation, whether now owned or
          hereafter acquired or received (the "Lawsuit Shares"), in exchange for
          $200,000.00 in cash (the "Purchase Price").  The Purchase Price is
          required to be paid in twelve installments, but may be prepaid by the
          Issuer.  The first installment is due on the earlier of (a) July 1,
          2004, or (b) 30 days after the Issuer has held a shareholder's meeting
          according to the Stipulation, with each installment thereafter being
          due on the first day of each and every month thereafter, subject to a
          grace period of five business days. The first eight installments shall
          be in an amount of $15,000 each, and the last four installments shall
          be in an amount of $20,000 each.  Upon payment in full of the Purchase
          Price, Rapid Funding will transfer the Lawsuit Shares to the Issuer.

          Rapid Funding further agreed, provided that the Defendants are not in
          default of any term of the Stipulation, that it shall not pledge or
          assign the Lawsuit Shares or any portion thereof to any other person
          or entity prior to the purchase thereof by the Defendants pursuant to
          the terms of the Stipulation.  Until the Purchase Price is paid in
          full, Rapid Funding shall retain 100% ownership of all of the Lawsuit
          Shares and will have full authority to vote all of the Lawsuit Shares.

          Until the Purchase Price is paid in full, the Defendants agreed, among
          other things, as follows:

          (a)  The Issuer shall not issue any new shares of its capital stock or
               any other rights to acquire capital stock that would dilute the
               percentage ownership of Rapid Funding below 51% of the
               Outstanding Common Stock; provided that the Issuer may issue
               additional shares of its capital stock to Rapid Funding such that
               Rapid Funding will own at least 51% of the Outstanding Common
               Stock.  The consideration for the issuance of such additional
               shares shall relate back to and be part of the original
               consideration for the Stipulation, which includes, but is not
               limited to, the resolution of the Lawsuit in a manner consistent
               with the best interests of the Issuer.

          (b)  Not later than the tenth day of each month, commencing on May 10,
               2004, the Issuer shall provide Rapid Funding with a report that
               details the exact amount of capital stock, or any other rights to
               acquire capital stock, issued by the Issuer for the month
               immediately prior thereto, and confirm that any such issuances
               have not diluted Rapid Funding's ownership of capital stock of
               the Issuer below 51% of the Outstanding Common Stock.  Such
               reports shall be certified by an officer of the Issuer.

                                       9

<PAGE>

                                 TEN STIX, INC.
                        Notes to the Financial Statements
                       June 30, 2004 and December 31, 2003

NOTE 3 - MATERIAL EVENTS (Continued)

          Litigation (Continued)
          ---------------------

          (c)  The Issuer shall not sell any of its assets except for sales of
               inventory in the ordinary course of business consistent with past
               practices, and shall not otherwise pledge, convey, hypothecate,
               encumber or otherwise transfer any of its assets, including
               without limitation any intellectual property (including, without
               limitation, patents, trademarks, and trade names) owned or
               controlled by the Issuer.

          (d)  The Issuer shall have the immediate right to borrow up to an
               aggregate of $15,000; provided that thereafter the Issuer shall
               not borrow any additional amount unless Rapid Funding has been
               paid, or will be simultaneously paid, an equal or greater amount
               against the Purchase Price. In no event shall the Issuer borrow
               more than $75,000 in the aggregate pursuant to the foregoing
               terms without the prior written consent of Rapid Funding, which
               consent may be withheld or conditioned in Rapid Funding's sole
               discretion; provided, however, that the Issuer shall have the
               right to borrow funds and pay such funds to Rapid Funding without
               Rapid Funding's prior written consent if and only if the borrowed
               funds are sufficient to pay in full the entire unpaid Purchase
               Price due and payable to Rapid Funding.

          (e)  Provided that the Defendants are not in default under the
               Stipulation, the Issuer may: (i) pay salaries not to exceed
               $6,000 per month to each of Messrs. Cranford and Sawyer and
               salaries not to exceed $1,500 per month each for up to four
               additional employees; (ii) issue additional Shares to employees
               or consultants provided that the issuance of any such shares
               shall comply with the terms and provisions of the Stipulation
               with respect to Rapid Funding's minimum ownership requirement;
               and (iii) make standard and customary minimum payments on its two
               existing lines of credit and two credit cards which Mr. Sawyer
               was required to personally guarantee on behalf of the Issuer.
               Any other payments by the Issuer to its employees, officers,
               directors or shareholders or any of its or their respective
               affiliates shall be made only with the prior written consent of
               Rapid Funding, which consent may be withheld or conditioned in
               Rapid Funding's sole discretion.

          (f)  With respect to the Form 10-KSB for the fiscal year ended
               December 31, 2003 and the Form 10-QSB for the quarter ended March
               31, 2004, the Issuer shall file each such periodic report with
               the SEC on or before May 7, 2004 and June 4, 2004, respectively.
               Thereafter, the Issuer shall timely file any and all subsequent
               periodic reports and all other filings required by the rules and
               regulations under the Securities Act of 1933, as amended, and the
               Securities Exchange Act of 1934, as amended, and other rules and
               regulations promulgated thereunder by the SEC.  The Issuer shall
               also provide notice to Rapid Funding if its trading symbol shall
               be changed.

          (g)  The Issuer shall not enter into, or agree to enter into, any
               agreement, arrangement or the like pursuant to which the Issuer
               would be involved in any merger, consolidation, reorganization,
               reclassification of stock, recapitalization, sale of all or
               substantially all of

                                       10

<PAGE>

                                 TEN STIX, INC.
                        Notes to the Financial Statements
                       June 30, 2004 and December 31, 2003

NOTE 3 - MATERIAL EVENTS (Continued)

          Litigation (Continued)
          ---------------------

               its assets, stock split, stock dividend or similar transaction,
               without the prior written consent of Rapid Funding, which consent
               may be withheld or conditioned in Rapid Funding's sole
               discretion.

          (h)  The Issuer shall promptly notify Rapid Funding in writing of any
               material developments or events involving the Issuer, the Lawsuit
               Shares, or the Stipulation.

          The Stipulation requires the Issuer to schedule and hold an annual
          shareholder meeting in accordance with the articles of incorporation
          and bylaws of the Issuer, Colorado law, and the following provisions:

          (a)  The Issuer's shareholders of record as of the later of (i) April
               15, 2004, or (ii) the day after the date on which all shares
               registered in the names of Messrs. Cranford and Sawyer and their
               spouses have been transferred into the name of Rapid Funding on
               the stock ledger and books and records of the Issuer, and on
               which Rapid Funding shall be entitled to receive notice of, and
               vote at, the subject annual shareholder meeting, shall be
               entitled to receive notice of, and vote at, the subject annual
               shareholder meeting.

          (b)  The Issuer's shareholders shall be asked to vote for and approve
               the following items: (i) election of two directors consisting of
               the Defendants, (ii) new Articles of Incorporation which include
               a change in domicile from Colorado to Nevada, two classes of
               stock identical to that currently authorized, no shareholder
               preemptive rights, limitation in director liability as authorized
               by statute, and such other provisions as mutually agreed upon by
               the Issuer and Rapid Funding, and (iii) ratification and/or
               approval of a stock option plan granting the Issuer the right to
               issue options for up to 30,000,000 Shares to key employees and/or
               consultants, of which 2,000,000 Shares have already been issued,
               provided that issuance of any such options shall comply with the
               terms and provisions of the Stipulation with respect to Rapid
               Funding's minimum ownership requirement.

          In connection with the foregoing shareholder meeting, and provided
          that the Defendants are not in default under the Stipulation, Rapid
          Funding agreed to vote all of the Lawsuit Shares in favor of the items
          presented as set forth above. In addition, so long as no event of
          default or breach exists under the Stipulation, Rapid Funding agreed
          to vote all of the Lawsuit Shares in favor of items proposed and
          recommended by the Board of Directors of the Issuer; provided,
          however, such vote by Rapid Funding shall not (i) amend, change,
          revise, vary or otherwise alter (a) any of the obligations, rights or
          duties of the Defendants under the Stipulation, or (b) any of the
          rights, remedies or other protections afforded to Rapid Funding under
          the Stipulation, or (ii) otherwise adversely affect Rapid Funding or
          its interests in the Issuer, each in Rapid Funding's sole discretion.

          In the event of a default under the terms of the Stipulation, and in
          addition to all other remedies, among other things:

                                       11

<PAGE>

                                 TEN STIX, INC.
                        Notes to the Financial Statements
                       June 30, 2004 and December 31, 2003

NOTE 3 - MATERIAL EVENTS (Continued)

          Litigation (Continued)
          ---------------------

          (a)  Rapid Funding shall retain ownership of all of the Lawsuit Shares
               and payments previously made pursuant to the terms of the
               Stipulation.

          (b)  Rapid Funding shall have the absolute right, at its sole
               discretion and election, to attempt to sell the Issuer,
               including, without limitation, all of its assets, goodwill and
               every other tangible and intangible thing of value owned by the
               Issuer, or the Lawsuit Shares upon such terms and conditions as
               Rapid Funding deems appropriate.

          (c)  The Defendants each shall be obligated to pay, in addition to
               other amounts set forth therein, all of Rapid Funding's
               attorneys' fees, costs and expenses incurred in obtaining and
               collecting a liquidated judgment against them arising from the
               date of the such event of default.

          (d)  Default interest at the rate of 18% per annum shall accrue on
               amounts owing by the Defendants under the terms of the
               Stipulation.

          (e)  Rapid Funding shall retain the right to vote to remove Messrs.
               Cranford and Sawyer as directors of the Issuer and to vote to
               replace them with designees appointed by Rapid Funding.  In order
               to effectuate such removal and replacement, Messrs. Cranford and
               Sawyer delivered to Rapid Funding signed letters of resignation
               that will be held by Rapid Funding and tendered only upon a
               default by the Defendants under the Stipulation.

          As of June 30, 2004, the Company has complied with all aspects of the
          stipulation, including issuing the 11,000,000 shares of common stock
          and an additional 11,500,000 to prevent dilution and maintain Rapid
          Funding's 51% minimum ownership. During July 2004, the Company paid
          the full Purchase Price of $200,000 and received a total of 36,962,100
          shares of its common stock in return.

          Note Payable
          ------------

          On June 30, 2004, the Company executed a promissory note (the Note) in
          the principal amount of $15,000, in order to make the initial $15,000
          payment due to Rapid Funding on July 1, 2004. Under the terms of the
          Note, the principal and interest at the rate of 12% per annum shall be
          due and payable on or before August 10, 2004. Additionally, the Note
          provides that at the option of the holder, the unpaid principal and
          interest thereon shall be paid by the delivery to the holder all
          shares of the common stock of the Company owned by Rapid Funding, when
          Rapid Funding has been paid in full pursuant to the Stipulation.

          Management Severance Agreement
          ------------------------------

          On June 30, 2004, the Company and its officers Tony Cranford and Tom
          Sawyer and the holder of the above note entered into a Management
          Severance Agreement (the Agreement). Under the terms of the Agreement,
          the holder shall loan or arrange a loan to the Company in

                                       12

<PAGE>

                                 TEN STIX, INC.
                        Notes to the Financial Statements
                       June 30, 2004 and December 31, 2003

NOTE 3 - MATERIAL EVENTS (Continued)

          Management Severance Agreement (Continued)
          -----------------------------------------

          the amount of $185,000 in order for the Company to pay and satisfy the
          outstanding indebtedness owing to Rapid Funding under the Stipulation.
          This loan was evidenced by a Convertible Debenture on July 1, 2004
          with the funds used by the Company to pay off the balance owing to
          Rapid Funding under the Stipulation. Under the terms of the
          Convertible Debenture the Company promises to pay the loan in full on
          or before the first anniversary date of the issuance, with interest
          from the date of issuance at the rate of 8% per annum, compounded and
          payable quarterly. Pursuant to the terms of the Convertible Debenture,
          the holder, at its option at any time, may convert all or part of the
          unpaid principal balance, plus accrued interest thereon into the
          common stock of the Company. In the event of a conversion, the number
          of shares of the common stock to be issued shall be determined by
          dividing the unpaid principal balance of the Convertible Debenture,
          plus any accrued interest by 80% of the average of the lowest three
          closing bid prices in past twenty trading days immediately preceding
          any such conversion.

          The Agreement also provides that following the Company's annual
          meeting of shareholders and completion of its reincorporation and
          change of domicile from Colorado to Nevada, the Company shall
          authorize 3,000,000 shares of Series B Preferred Stock. The holder
          shall be able to exchange the common shares received pursuant to the
          option available in the Note for 2,500,000 shares of Series B
          Preferred Stock and the Company shall cancel those common shares it
          receives in this exchange by the holder.

          The Agreement also provides that the Company will form a gaming
          subsidiary named Pro Shuffler, Inc., and that all gaming related
          assets, licenses, and liabilities relating to said gaming business be
          transferred to Pro Shuffler, Inc. Tom Sawyer and Tony Cranford will be
          the officers and directors of Pro Shuffler, Inc., and the Company will
          transfer 80% of the common stock of Pro Shuffler, Inc. to Sawyer and
          Cranford in consideration of their forgiveness of all unpaid accrued
          payroll due and owing by the Company to Sawyer and Cranford.
          Concurrently with the formation of Pro Shuffler, Inc., Sawyer and
          Cranford shall execute Consulting Agreements under which they shall
          receive an aggregate of $60,000 for their services to the Company
          regarding the transition of operations, and Pro Shuffler, Inc. shall
          receive an additional $40,000 for transitional and spin-off related
          costs.

          Following the completion of these events, Sawyer shall resign as the
          President and CEO of the Company, and the Board of Directors of Ten
          Stix shall appoint one additional director as designated by the holder
          to join the existing members of the Board of Directors of the Company.

          Common Stock
          ------------

          During the quarter ended June 30, 2004, the Company issued 34,562,500
          shares of common stock for services rendered valued at $449,128, or an
          average market price of $0.013 per share.

          During the quarter ended June 30, 2004, the Company issued 15,337,500
          shares of common stock for the exercise of stock options (see Note 4).
          The Company received $77,238 in cash from the sale, or an average of
          $0.005 per share.

                                       13

<PAGE>

                                 TEN STIX, INC.
                        Notes to the Financial Statements
                       June 30, 2004 and December 31, 2003

NOTE 4 - STOCK OPTIONS

          A summary of the status of the Company's outstanding stock options as
          of June 30, 2004 and December 31, 2003 and changes during the periods
          then ended is presented below:
<TABLE>
<CAPTION>
                                                     June 30, 2004                  December 31, 2003
                                                ------------------------        ------------------------
                                                                Weighted                        Weighted
                                                                Average                         Average
                                                                Exercise                        Exercise
                                                Shares          Price           Shares          Price
                                                ----------      ----------      ----------      ----------
              <S>                               <C>             <C>             <C>             <C>
              Outstanding, beginning of
               year                                      -      $        -               -      $        -
              Granted                           15,337,500           0.005               -               -
              Expired/Cancelled                          -               -               -               -
              Exercised                        (15,337,500)          0.005               -               -
                                                ----------      ----------      ----------      ----------
              Outstanding end of period                  -      $        -               -      $        -
                                                ==========      ==========      ==========      ==========
              Exercisable                                -      $        -               -      $        -
                                                ==========      ==========      ==========      ==========
</TABLE>


          During the quarter ended June 30, 2004, the Company granted options to
          purchase 15,337,500 shares of the Company's common stock to
          consultants. The options were earned, vested and exercised immediately
          at an average exercise price of $0.005 per share. The Company received
          cash of $77,238 related to these exercises.

NOTE 5 - RELATED PARTY TRANSACTIONS

          During the quarter ended June 30, 2004, an officer paid bills totaling
          $16,282 on behalf of the Company.

NOTE 6 - SUBSEQUENT EVENTS

          Litigation
          ----------

          During July 2004 and in conjunction with the Stipulation with Rapid
          Funding (see Note 3), the Company issued a convertible debenture in
          the amount of $185,000. The debenture accrues interest at 8% per
          annum, compounded and payable quarterly, is due on or before the first
          anniversary date of the debenture and principal and interest is
          convertible into common stock at the average of the lowest three
          closing bid prices in the past 20 days immediately preceeding the
          election.

          During July 2004, the Company paid the full Purchase Price of the
          Stipulation with Rapid Funding (see Note 3) of $200,000 and received a
          total of 36,962,100 shares of its common stock in return.

                                       14

<PAGE>

                                 TEN STIX, INC.
                        Notes to the Financial Statements
                       June 30, 2004 and December 31, 2003

NOTE 6 - SUBSEQUENT EVENTS (Continued)

          Common Stock and Stock Options
          ------------------------------

          During July 2004, the Company authorized the issuance of 20,000,000
          shares of common stock for use in a Non-Employee Directors and
          Consultants Retainer Stock Plan for 2004.

          During August 2004, the Company changed its state of incorporation
          from Nevada to Colorado. In connection with this change, the capital
          stock of the Company was increased from 500,100,000 shares
          (500,000,000 common; 100,000 preferred) to 525,000,000 (500,000,000
          common; 25,000,000 preferred).

          At the annual meeting in August 2004, the Company resolved to convert
          each share of Series A Preferred Stock into 500 shares of common stock
          until September 24, 2004 which would result in 48,000 shares of common
          stock being issued upon conversion.

          During August 2004, the Company issued 14,000,000 shares of the
          Company's common stock to consultants for services rendered.

          Commitments and Contingencies
          -----------------------------

          On August 6, 2004, the Company entered into a consulting agreement.
          The agreement calls for payments of $10,000 per month during the term
          of the contract through July 31, 2005.

          Amendment to Promissory Note and Management Severance Agreement
          ---------------------------------------------------------------

          On August 26, 2004, the Company entered into an Amendment to the Note
          in the principal amount of $15,000 (see Note 3) and Management
          Severance Agreement, both dated June 30, 2004. Pursuant to the terms
          of the Note and the Agreement, the holder, at his option could elect
          to convert the Note into 37,764,600 shares of common stock which the
          Company was redeeming from Rapid Funding, LLC (in satisfaction of the
          Stipulation entered into between the Corporation and Rapid Funding,
          See Note 3), and such additional shares of common stock based on the
          outstanding shares as of the date of the next annual meeting of
          shareholders, which was held on August 5, 2004, so that the holder
          would be the holder of 51% of the outstanding common stock of the
          Company.

          In addition, the Agreement also provided that holder the option to
          convert the shares of common stock received in satisfaction of the
          $15,000 Note to 2,500,000 shares of Series B Preferred Stock.

          On August 23, 2004, the holder notified the Company of his election to
          convert the Note to common stock pursuant to the terms of the Note and
          the Agreement and then convert the common stock pursuant to the
          Management Severance Agreement to 2,500,000 shares of Series B
          Preferred Stock.

                                       15

<PAGE>

                                 TEN STIX, INC.
                        Notes to the Financial Statements
                       June 30, 2004 and December 31, 2003

NOTE 6 - SUBSEQUENT EVENTS (Continued)

          Amendment to Promissory Note and Management Severance Agreement
          ---------------------------------------------------------------
          (Continued)
          -----------

          As a matter of administrative and cost efficiency, the Company and the
          holder agreed to amended the Note and Agreement to reflect that the
          Note is convertible directly into 2,500,000 shares of Series B
          Preferred Stock. Accordingly, on August 26, 2004, the Company issued
          2,500,000 shares of Series B Preferred Stock in full satisfaction of
          the promissory note and Agreement.

          The Agreement also provided that the Company was to form a gaming
          subsidiary named Pro Shuffler, Inc., and that all gaming related
          assets, licenses, and liabilities relating to the gaming business be
          transferred to Pro Shuffler, Inc. As part of the amendment, the
          Company agreed and issued a total of 400,000 restricted shares of
          common stock valued at $1,200, 200,000 shares each issued each to Tony
          A. Cranford and Thomas E. Sawyer, officers and directors of the
          Company, in consideration and exchange for 1,100,000 shares of common
          stock of Ten Stix Gaming, Inc., a Colorado corporation, thereby making
          Ten Stix Gaming, Inc., a wholly-owned subsidiary of the Company. Ten
          Stix Gaming, Inc. was formed in February 2004 on behalf of the
          Company. Tom Sawyer and Tony Cranford will be the officers and
          directors of Ten Stix Gaming, Inc., and the Company will transfer 80%
          of the common stock of Ten Stix Gaming, Inc., to Sawyer and Cranford
          in consideration of their forgiveness of all unpaid accrued payroll
          due and owing by the Company to Sawyer and Cranford.

          Following the completion of these events, Sawyer shall resign as the
          President and CEO of the Company, and the Board of Directors of Ten
          Stix shall appoint one additional director as designated by the holder
          to join the existing members of the Board of Directors of the the
          Company.

          Change of Control
          -----------------

          As discussed above, on August 26, 2004, the Company issued 2,500,000
          shares of Series B Preferred Stock. Pursuant to Section 2(a) of the
          Certificate of Designation, each share of the Series B Preferred Stock
          shall be entitled to one vote for each share of the Common Stock into
          which the Series B Preferred Stock is convertible as of the record
          date for such vote or, if no record date is specified, as of the date
          of such vote.

          Pursuant to the terms of the Certificate of Designation of Series B
          Preferred Stock, the par value of each shares of Series B Preferred
          Stock is $0.05. Pursuant to Section 5(a) of the Certificate of
          Designation, the holder of the Series B Preferred Stock may convert
          said shares to common stock at his option. Pursuant to Section 5(a),
          in the event of a conversion, the number of shares of Common Stock to
          be issued on account of each share of the Series B Preferred Stock
          shall be determined by dividing (i) the Adjusted Face Value plus the
          amount of any accrued but unpaid dividends thereon by (ii) $0.0005.
          Accordingly, each share of Series B Preferred Stock is convertible
          into 100 shares of common stock at option of the holder of the Series
          B Preferred Stock, for an aggregate of 250,000,000 shares of common
          stock.

                                       16

<PAGE>

                                 TEN STIX, INC.
                        Notes to the Financial Statements
                       June 30, 2004 and December 31, 2003

NOTE 6 - SUBSEQUENT EVENTS (Continued)

          Change of Control (Continued)
          -----------------------------

          Accordingly, the holder of the 2,500,000 shares of Series B Preferred
          Stock has the right pursuant to Section 2(a) of the Certificate of
          Designation, to vote 250,000,000 shares of common stock, effectively
          giving the holder voting control of the Company.

Item 2- Management's Discussion and Analysis of Financial Position and Results
of Operations.

Cautionary Forward - Looking Statement

     The following discussion should be read in conjunction with the Company's
financial statements and related notes.

     Certain matters discussed herein may contain forward-looking statements
that are subject to risks and uncertainties. Such risks and uncertainties
include, but are not limited to, the following:

          -    the volatile and competitive nature of the industry,
          -    the uncertainties surrounding the rapidly evolving markets in
               which the Company competes,
          -    the uncertainties surrounding technological change of the
               industry,
          -    the Company's dependence on its intellectual property rights,
          -    the success of marketing efforts by third parties,
          -    the changing demands of customers and
          -    the arrangements with present and future customers and third
               parties.

     Should one or more of these risks or uncertainties materialize or should
any of the underlying assumptions prove incorrect, actual results of current and
future operations may vary materially from those anticipated.

General

     Ten Stix Inc. (the "Company") was incorporated on January 10, 1996 under
the laws of the State of Colorado to engage in the design, development and
marketing of unique card games, of which some are derived from Native American
heritage, and other gaming products for the gaming industry. The Company trades
its shares of common stock on the OTC Bulletin Board under the symbol "TNTI."

     The Company's principal executive offices are located at 3101 Riverside
Drive, Idaho Springs, Colorado 80452. Its telephone number is (303) 567-0163 and
its facsimile number is (303) 567-0163. More information regarding the Company
and its products is available on its website at www.tenstix.com.

                                       17

<PAGE>

Results Of Operation

Six-Month Period Ended June 30, 2004 Compared to Six-Month Period Ended June 30,
2003

     The Company's net loss for the six-month period ended June 30, 2004 was
approximately ($817,704) compared to a net loss of approximately ($185,969) for
the six-month period ended June 30, 2003 (an increase of $631,735).

     Total revenue for the six-month periods ended June 30, 2004 and 2003 were
$58,966 and $48,750, respectively (an increase of $10,216). Total revenue
generated during the six-month periods ended June 30, 2004 and 2003 was
comprised of lease income. The increase in revenue during the six-month period
ended June 30, 2004 was primarily due to an increase in the number of gaming
products and shufflers leased to casinos.

     During the six-month period ended June 30, 2004, the Company incurred
operating expenses of $867,901 compared to $226,133 of operating expenses
incurred during the six-month period ended June 30, 2003 (an increase of
$641,768). Operating expenses for the six-month period ended June 30, 2004
primarily consisted of: (i) $833,278 as selling, general and administrative
expenses compared to $196,418 as selling, general and administrative expenses
incurred during the six-month period ended June 30, 2003; (ii) $24,490 as
depreciation expense compared to $24,293 as depreciation expense incurred during
the six-month period ended June 30, 2003; and (iii) $5,422 as amortization
expense compared to $5,422 as amortization expense incurred during the six-month
period ended June 30, 2003. The Company also incurred $8,769 as interest expense
during the six-month period ended June 30, 2004 as compared to $8,586 incurred
during the six-month period ended June 30, 2003.

     As discussed above, although the Company generated revenues in the amount
of $58,966 during the six-month period ended June 30, 2004, the increase in net
loss during such period compared to the six-month period ended June 30, 2003 is
attributable primarily to a substantial increase in the selling, general and
administrative expenses due to an increase in the issuance of common stock
issued for services of $557,128 during the period ended June 30, 2004. The
Company's net loss during the six-month period ended June 30, 2004 was
approximately ($817,704) or ($0.02) per common share compared to a net loss of
approximately ($185,969) or ($0.01) per common share during the six-month period
ended June 30, 2003. The weighted average of common shares outstanding was
33,652,294 for the six-month period ended June 30, 2004 compared to 19,003,495
for the six-month period ended June 30, 2003.

Three-Month Period Ended June 30, 2004 Compared to Three-Month Period Ended June
30, 2003

     The Company's net loss for the three-month period ended June 30, 2004 was
approximately ($607,439) compared to a net loss of approximately ($85,894) for
the three-month period ended June 30, 2003 (an increase of $521,545).

     Total revenue for the three-month periods ended June 30, 2004 and 2003 were
$32,171 and $21,996, respectively (an increase of $10,175). Total revenue
generated during the three-month periods ended June 30, 2004 and 2003 was
comprised of lease income. The increase in revenue during the three-month period
ended June 30, 2004 was primarily due to an increase in the number of gaming
products and shufflers leased to casinos.

                                       18

<PAGE>

     During the three-month period ended June 30, 2004, the Company incurred
operating expenses of $636,941 compared to $103,098 of operating expenses
incurred during the three-month period ended June 30, 2003 (an increase of
$533,843). Operating expenses for the three-month period ended June 30, 2004
primarily consisted of: (i) $620,707 as selling, general and administrative
expenses compared to $88,337 as selling, general and administrative expenses
incurred during the three-month period ended June 30, 2003; (ii) $12,245 as
depreciation expense compared to $12,050 as depreciation expense incurred during
the three-month period ended June 30, 2003; and (iii) $2,711 as amortization
expense compared to $2,711 as amortization expense incurred during the
three-month period ended June 30, 2003. The Company also incurred $2,669 as
interest expense during the three-month period ended June 30, 2004 as compared
to $4,792 incurred during the three-month period ended June 30, 2003. The
increase in operational expenses during the three-month period ended June 30,
2004 compared to the three-month period ended June 30, 2003 was primarily due to
an increase in the issuance of common stock issued for services of $449,128
during the period ended June 30, 2004.

     As discussed above, although the Company generated revenues in the amount
of $32,171 during the three-month period ended June 30, 2004, the increase in
net loss during such period compared to the three-month period ended June 30,
2003 is attributable primarily to a substantial increase in the selling, general
and administrative expenses. The Company's net loss during the three-month
period ended June 30, 2004 was ($607,439) or (0.01) per common share compared to
a net loss of ($85,894) or ($0.01) per common share during the three-month
period ended June 30, 2003. The weighted average of common shares outstanding
was 45,270,295 for the three-month period ended June 30, 2004 compared to
19,023,495 for the three-month period ended June 30, 2003.

Liquidity and Capital Resources

     The Company generated $58,966 in total revenue during the six-month period
ended June 30, 2004 and $48,750 in total revenue during the same six-month
period ended June 30, 2003. As such, the Company has only recently generated
cash flow to partially fund its operations and activities. As of the date of
this Quarterly Report, management of the Company believes that an estimated
$1,000,000 is going to be required over the next fiscal year for payment of
expenses associated with the business operations of the Company.

     The Company's future success and viability is primarily dependent upon its
ability to find new business opportunities. Recent developments have resulted in
the Company forming a wholly owned subsidiary which will continue marketing,
promotion, and sales of the gaming business, while allowing the Company's
management to refocus the goals, objectives and strategies of the Company. The
Company's plan of operation for the next 12 months is to seek the acquisition of
assets, property or business that may benefit the Company and its shareholders.
Because the Company has minimal resources, management anticipates that to
achieve any such acquisition, it may be required to issue shares of its stock as
consideration for such acquisition. In the event that the Company contacts or is
contacted by a private company or other entity, which may be considering a
merger with or into the Company, it is possible that the Company would be
required to raise additional funds in order to accomplish the transaction.

     During the next 12 months, the Company's foreseeable cash requirements will
relate to continuing the operations of its wholly owned subsidiary, maintaining

                                       19

<PAGE>

the Company in good standing and making the requisite filings with the
Securities and Exchange Commission, and the payment of expenses associated with
reviewing or investigating any potential business venture. Because the Company
has not identified any such venture as of the date of this Report, it is
impossible to predict the costs. Additionally, the Company may experience a
liquidity crisis and be required to raise additional capital. Historically, the
Company has relied upon internally generated funds and funds from the sale of
shares of stock and loans from its shareholders and private investors to finance
its operations and growth. Management may raise additional capital through
future public or private offerings of its stock or through loans from private
investors, although there can be no assurance that the Company will be able to
obtain such financing. The Company's failure to do so would have a material and
adverse affect upon the Company and its shareholders.

     The Company's financial statements have been prepared assuming that it will
continue as a going concern and, accordingly, do not include adjustments
relating to the recoverability and realization of assets and classifications of
liabilities that might be necessary should the Company be unable to continue in
operations.

For Six-Month Period Ended June 30, 2004

     As of June 30, 2004, the Company's current assets were $22,794 and its
current liabilities were $661,152, resulting in a working capital deficit of
$638,358. As of June 30, 2004, current assets were comprised of (i) $16,060 in
cash and restricted cash; (ii) $3,960 in accounts receivable; and (iii) $2,774
in inventory.

     As of June 30, 2004, current liabilities were comprised of (i) $206,673 in
notes payable; (ii) $202,145 in notes payable to stockholders; (iii) $16,282 in
accounts payable to related party; and (iv) $164,052 in accounts payable and
accrued expenses.

     As of June 30, 2004, the Company's total assets were $251,492 and its total
liabilities were $661,153. As of June 30, 2004, the Company's total liabilities
exceeded its total assets by $409,661. As of June 30, 2004, the Company's
total assets consisted primarily of (i) $22,794 in current assets; (ii) $105,346
in net cost equipment; (iii) $70,270 net cost of intangible assets; (iv) $52,699
in non-current inventory; and (v) $383 in shareholder advances.

     Stockholders' deficit increased from $(226,323) for the period ending
December 31, 2003 to $(409,661) for the six-month period ended June 30, 2004.

     For the six-month period ended June 30, 2004, net cash flows used by
operating activities was ($74,792) compared to net cash flows used by operating
activities of ($98,865) for the six-month period ended June 30, 2003. The
decrease in net cash flows used by operating activities during the six-month
period ended June 30, 2004 compared to the six-month period ended June 30, 2003
resulted primarily from an increase in accounts payable and accrued expenses
during the six-month period ended June 30, 2004.

     For the six-month period ended June 30, 2004, net cash flows provided by
financing activities was $72,238 compared to net cash flows provided by
financing activities of $98,099 for the six-month period ended June 30, 2003.
The decrease during the six-month period ended June 30, 2004 was primarily
attributable to a decrease of $69,926 in proceeds from issuance of common stock.

                                       20

<PAGE>

     For the six-month period ended June 30, 2004, net cash flows used by
investing activities was zero compared to $1,625 during the six-month period
ended June 30, 2003, resulting from the purchase of fixed assets.

Material Commitments

     A significant and estimated material commitment for the Company for fiscal
year 2004 is the amount of $300,000.00 due and owing under the terms of an asset
purchase agreement entered into with Summit International Group, Inc. dated May
1, 2001 (the "Asset Purchase Agreement"). Pursuant to the terms of the Asset
Purchase Agreement, the Company agreed to pay the amount of $300,000.00, as
evidenced by the execution of two promissory notes. The first promissory note
dated May 1, 2001 was in the amount of $80,000.00 and was payable to Michael
Humecki (the "Humecki Promissory Note"). As of the date of this Quarterly
Report, the Company has paid the Humecki Promissory Note in full.

     The second promissory note dated May 1, 2001 is in the amount of
$220,000.00 and is payable to Summit International Group, Inc. (the "Summit
Promissory Note"). The terms of the Summit Promissory Note require the Company
to make payments to Summit after payment in full is made by the Company of the
Humecki Promissory Note as follows: (i) on the 15th of each month commencing
after the Humecki Promissory Note, the greater of either (a) 50% of gross
revenues collected during the prior month from the lease or sale by the Company
of any of the assets acquired by the Company pursuant to the Asset Purchase
Agreement (including the Pro Shuffle) or (b) $2,000.00; (ii) on the 15th of the
month after the receipt of 25% of aggregate gross funds raised by the Company at
any time on or after May 1, 2001 pursuant to any private or public offering of
its securities (but such 25% shall not be paid on the first $100,000 of funds so
raised by the Company and not until after payment in full of the Humecki
Promissory Note); and (iii) interest at the rate of 8% per annum commencing May
1, 2004 on any portion of the $220,000.00 outstanding on the first of each month
payable monthly.

     As of the date of this Quarterly Report, the Company has paid Summit an
amount of $43,327 under the terms of the Summit Promissory Note.

     Another significant and estimated material commitment for the Company for
fiscal year 2004 is the amount of $202,145 due and owing certain shareholders of
the Company. Certain shareholders of the Company previously advanced an
aggregate of $69,000 to the Company pursuant to notes payable. The terms of the
notes payable provide that the notes are non-interest bearing, and may be
converted into an undetermined number of shares of the Company's restricted
common stock.

     On April 8, 2004, the Company, Tony Cranford ("Cranford") and Thomas Sawyer
("Sawyer"), the current Directors and Officers of the Company entered into a
Stipulation with Rapid Funding, LLC ("Rapid Funding") wherein Rapid Funding (i)
acquired ownership of 14,764,600 shares of common stock of the Company including
shares previously owned by Cranford and Sawyer, (ii) obtained the right to
receive an additional 11,000,000 shares of common stock, which shares have since
been issued to Rapid Funding, and (iii) obtained the right to receive additional
shares of the Company's stock so that Rapid Funding would own at least 51% of
the issued and outstanding shares of the Company. As a result of the
Stipulation, Rapid Funding became the beneficial owner of 37,264,600 shares of
common stock of the Company and is the majority shareholder of the Company.

                                       21

<PAGE>

     The Stipulation additionally provided that the Company make monthly
installment payments to Rapid Funding of $15,000 per month, commencing July 1,
2004 and expiring at such time as a total of $200,000 has been paid to Rapid
Funding. Pursuant to the Stipulation, upon receipt of the sum of $200,000 by
Rapid Funding all shares of the Company owned and held by Rapid Funding shall be
transferred and delivered to the Company.

     On June 30, 2004, the Company executed a Promissory Note in favor of Robert
C. Brehm ("Brehm") in the principal amount of $15,000, which was deposited with
counsel for the Company in order to make the initial $15,000 payment due to
Rapid Funding on July 1, 2004. Under the terms of the Promissory Note, the
principal and interest thereon at the rate of 12% per annum shall be due and
payable on or before August 10, 2004. Additionally, the Promissory Note provides
that at the option of the Brehm, the unpaid principal and interest thereon shall
be paid by the delivery to Brehm of all shares of the common stock of the
Company owned by Rapid Funding, when Rapid Funding has been paid in full
pursuant to the Stipulation.

     On June 30, 2004, the Company, Cranford, Sawyer, and Brehm entered into a
Management Severance Agreement (the "Severance Agreement"). Under the terms of
this Severance Agreement Brehm, shall loan or arrange a loan to the Company in
the amount of $185,000 in order for the Company to pay and satisfy the
outstanding indebtedness owing to Rapid Funding under the Stipulation. This loan
was be evidenced by a Convertible Debenture on July 1, 2004, executed in favor
of Edify Capital Group, Inc. ("Edify Capital"). These funds were used by the
Company to pay off the balance owing to Rapid Funding under the Stipulation.
Under the terms of the Convertible Debenture the Company promises to pay the
loan in full on or before the first anniversary date of the issuance, with
interest from the date of issuance at the rate of 8% per annum, compounded and
payable quarterly. Pursuant to the terms of the Convertible Debenture, Edify
Capital, at its option at any time, may convert all or part of the unpaid
principal balance, plus accrued interest thereon into the common stock of the
Company. In the event of a conversion, the number of shares of the common stock
to be issued shall be determined by dividing the unpaid principal balance of the
Convertible Debenture, plus any accrued interest by 80% of the average of the
lowest three closing bid prices in past twenty trading days immediately
preceding any such conversion.

     The Severance Agreement also provides that following the Registrant's
annual meeting of shareholders and completion of its reincorporation and change
of domicile from Colorado to Nevada, the Company shall authorize 3,000,000
shares of Series B Preferred Stock. Brehm shall be able to exchange the common
shares received pursuant to the option available in the Note for 2,500,000
shares of Series B Preferred Stock and Ten Stix, Inc. shall cancel those common
shares it receives in this exchange by Brehm.

     The Severance Agreement also provides that the Company will form a gaming
subsidiary named Pro Shuffler, Inc., and that all gaming related assets,
licenses, and liabilities relating to said gaming business be transferred to Pro
Shuffler, Inc. Sawyer and Cranford will be the officers and directors of Pro
Shuffler, Inc., and the Company will transfer 80% of the common stock of Pro
Shuffler, Inc. to Sawyer and Cranford in consideration of their forgiveness of
all unpaid accrued payroll due and owing by the Company to Sawyer and Cranford.
Concurrently with the formation of Pro Shuffler, Inc., Sawyer and Cranford shall
execute Consulting Agreements under which they shall receive an aggregate of
$60,000 for their services to the Company regarding the transition of
operations, and Pro Shuffler, Inc. shall receive an additional $40,000 for

                                       22

<PAGE>

transitional and spin-off related costs. Following the completion of these
events, Sawyer shall resign as the President and CEO of the Company, and the
Board of Directors of Ten Stix shall appoint one additional director as
designated by Brehm to join the existing members of the Board of Directors of
the Company.

     The current officers and directors of the Company, formed Ten Stix Gaming,
Inc., in February 2004 on behalf of the Company. Subsequent to the period
covered by this report the Company issued a total of 400,000 restricted shares
of common stock valued at $1,200. 200,000 shares each issued each to Tony A.
Cranford and Thomas E. Sawyer in consideration and exchange for 1,100,000 shares
of common stock Ten Stix Gaming, Inc., a Colorado corporation, thereby making
Ten Stix Gaming, Inc., a wholly-owned subsidiary of the Company. Ten Stix
Gaming, Inc. will be used as the gaming subsidiary vehicle that was called Pro
Shuffler, Inc. in the Severance Agreement.

     On August 23, 2004, Brehm notified the Company of his election to convert
the Note to common stock pursuant to the terms of the Note and the Management
Severance Agreement and then convert the common stock pursuant to the Management
Severance Agreement to 2,500,000 shares of Series B Preferred Stock. As a matter
of administrative and cost efficiency, the Company and Brehm amended the Note
and Management Severance Agreement to reflect that the Note is convertible
directly into 2,500,000 shares of Series B Preferred Stock.

     Accordingly, on August 26, 2004, the Company issued 2,500,000 shares of
Series B Preferred Stock to Intercontinental Assets Corp., a Nevada corporation,
in full satisfaction of and pursuant to the terms of certain $15,000 promissory
note dated June 30, 2004, and amended as of August 26, 2004 and that certain
Management Severance Agreement dated June 30, 2004, and amended August 26, 2004.
Accordingly, Intercontinental Assets Corp., the holder of 2,500,000 shares of
Series B Preferred Stock shall have the right pursuant to Section 2(a) of the
Certificate of Designation, to vote 250,000,000 shares of common stock which
will effectively give Intercontinental Assets Corp voting control of the
Company.

PLAN OF OPERATION

Funding

     Based upon a twelve-month plan proposed by management, it is anticipated
that the Company's operational work plan will require approximately $1,000,000
to fund (i) the general business operations, (ii) the maintenance of the Company
in good standing and making the requisite filings with the Securities and
Exchange Commission, and (iii) the payment of expenses associated with reviewing
or investigating any potential business venture. As of the date of this
Quarterly Report, the Company does not have any material commitments other than
those described above nor does management anticipate any further material
commitments within the next twelve months. It is anticipated that any
expenditures to be incurred by the Company will fall under one of the three
aforementioned categories. Management anticipates that a substantial portion of

                                       23

<PAGE>

the initial budget of $1,000,000 for the twelve-month work plan, which includes
such expenditures, will be funded pursuant to private placements and loans. From
the date of this Quarterly Report, management believes that the Company can
satisfy its cash requirements for approximately the next twelve months based on
its ability to obtain advances from certain investors and related parties.

     As of the date of this Quarterly Report, the Company has generated little
revenue from operations, has a working capital deficit and a retained earnings
deficit. Therefore, the Company has been deemed a "going concern" by its
independent auditors, as noted in the financial statements attached hereto.
There is substantial doubt that the Company will be able to retain its status as
a "going concern," that is assumption of the continuity of operations of the
Company in the absence of evidence to the contrary. Management believes that it
can maintain its status as a "going concern" based on its ability to raise funds
pursuant to future public and private offerings and to obtain advances and
minimize operating expenses by not duplicating expenses or incurring needless
expenses.

OFF-BALANCE SHEET ARRANGEMENTS

     As of the date of this Quarterly Report, the Company does not have any
off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on the Company's financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to investors. The
term "off-balance sheet arrangement" generally means any transaction, agreement
or other contractual arrangement to which an entity unconsolidated with the
Company is a party, under which the Company has (i) any obligation arising under
a guarantee contract, derivative instrument or variable interest; or (ii) a
retained or contingent interest in assets transferred to such entity or similar
arrangement that serves as credit, liquidity or market risk support for such
assets.

Future Commitments

     As of the date of this Quarterly Report, the Company does not have any
material commitments nor does management anticipate any further material
commitments within the next twelve months.

Forward-Looking Statements

     The foregoing discussion, as well as the other sections of this Quarterly
Report on Form 10-QSB, contains forward-looking statements that reflect the
Company's current views with respect to future events and financial results.
Forward-looking statements usually include the verbs "anticipates," "believes,"
"estimates," "expects," "intends," "plans," "projects," "understands" and other
verbs suggesting uncertainty. The Company reminds shareholders that
forward-looking statements are merely predictions and therefore inherently
subject to uncertainties and other factors which could cause the actual results
to differ materially from the forward-looking statements. Potential factors that
could affect forward-looking statements include, among other things, the
Company's ability to identify, produce and complete film projects that are
successful in the marketplace, to arrange financing, distribution and promotion
for these projects on favorable terms in various markets and to attract and
retain qualified personnel.

                                       24

<PAGE>

Item 3 - Controls and Procedures.

     (a) Evaluation of disclosure controls and procedures.  Our principal
executive officer and principal financial officer have evaluated the
effectiveness of our disclosure controls and procedures (as defined in Rules
13a-14(c) and 15d-14(c) under the Exchange Act), as of a date within 90 days of
the filing date of this Quarterly Report on Form 10-QSB. Based on such
evaluation, they have concluded that as of such date, our disclosure controls
and procedures are effective and designed to ensure that information required to
be disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in applicable SEC rules and forms.

     (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 evaluation by our principal executive officer
and principal financial officer.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Rapid Funding, LLC v. Ten Stix, Inc.

     The Company was a defendant in the matter of Rapid Funding, LLC v. Ten
Stix, Inc., filed on February 17, 2004, in the District Court for the County of
Jefferson, State of Colorado, Case No. 04-CV-0461. Included as additional
defendants in this case were Tony A. Cranford and Thomas E. Sawyer, each being
an officer and director of the Company.

     The background for this action arises out of a secured loan made on or
about June 28, 2002 by Rapid Funding LLC to Jodi and Robert Stevens in the
amount of $163,500. The Stevens pledged 305,000 shares of common stock of the
Company as collateral for this loan. As additional security for the loan, Tony
Cranford and Thomas Sawyer each pledged 4,500,000 shares of common stock they
owned in the Company for repayment of the loan. The Stock Pledge Agreement
executed by the parties allowed Rapid Funding, as secured party, to sell, assign
or deliver any of the pledged stock at a public or private sale in order to
satisfy and repay the loan, in the event the Stevens default on their loan
obligations. Subsequently, the Stevens defaulted under the terms of the loan
documents. On November 24, 2003, a UCC sale of the pledged stock was held and
Rapid Funding was the prevailing bidder. Thus, Rapid Funding became the owner of
9,582,500 shares of the Company's common stock, being approximately 48.8% of all
issued and outstanding shares in the Company. Thereafter, the Company, Rapid
Funding and Messrs. Cranford and Sawyer entered into a series of "standstill"
agreements in order to work out their dispute. These agreements expired on
February 13, 2004.

     On February 17, 2004, Rapid Funding commenced the subject litigation
asserting breach of the "standstill" agreements and, by subsequent amendment to
its Complaint, various other claims including, without limitation, breach of
agreement and breach of fiduciary duty. Rapid Funding initially alleged that it
was being unlawfully diluted in connection with the Company's undertaking to
issue 470,000,000 shares pursuant to a merger without having first obtained
shareholder consent, which issuance and transaction was later reversed. On
February 17, 2004, Rapid Funding was granted a temporary restraining order
prohibiting the Company and Messrs. Cranford and Sawyer from issuing any
additional shares of the Company's common stock and prohibiting the sale,

                                       25

<PAGE>

assignment, pledge or encumbrance of any of the Company's assets. Thereafter, on
March 3, 2004, the Court entered a Preliminary and Mandatory Injunction which
prohibited the issuance by the Company of any shares of common stock, prohibited
the sale, assignment, pledge or encumbrance of the Company's assets and,
additionally, set forth the requirement that a meeting of the Company's
shareholders be held.

     Thereafter, on April 6, 2004, the parties entered into a final stipulation
which provided, among other things, for the transfer by Mr. Cranford and Mr.
Sawyer to Rapid Funding of all of their respective shares of capital stock of
the Company and the deliver duly signed and acknowledged stock powers to convey
all of foregoing shares of the Company's stock, and the other shares of the
Company stock previously foreclosed upon by Rapid Funding. It was further agreed
that a shareholder's meeting of the Company would be conducted which would,
among other things, elect Messrs. Cranford and Sawyer as directors for the
ensuing year and approve of new Articles of Incorporation which would change the
domicile of the Company to Nevada. After approval of new Articles of
Incorporation, the Company agreed to issue to Rapid Funding 11,000,000 shares of
restricted common stock in consideration of the settlement of the litigation and
the Preliminary and Mandatory Injunction being vacated and terminated. Moreover,
Rapid Funding agreed to sell to the Company all of its shares of the Company's
common stock, whether now owned or hereafter acquired or received, in exchange
for $200,000.00 in cash payable in 12 monthly installments commencing no later
than July 1, 2004. Until this purchase price is paid in full, the Company agrees
to refrain from issuing any new shares of its capital stock or any other rights
to acquire capital stock that would dilute the percentage ownership of Rapid
Funding in the Company below 51% of the outstanding common stock. In this
regard, the Company must provide Rapid Funding with certified monthly reports
that detail the exact amount of capital stock, or any other rights to acquire
capital stock, issued by the Company to confirm that there is no threat of
dilution to Rapid Funding's minimum ownership interest. The Stipulation contains
a series of additional restrictions including, without limitation, limitations
on salaries payable to Messrs. Cranford and Sawyer, restrictions on the sale of
assets of the Company and limitations on indebtedness, which may be incurred by
the Company. In the event of default in the terms of the Stipulation, Rapid
Funding is entitled to petition for re-institution of the preliminary injunction
against the Company and entry of judgment against Messrs. Cranford and Sawyer,
jointly and severally, in the amount of the unpaid balance of the $200,000
payable to Rapid Funding, provided that, in no event, shall such judgment be in
an amount exceeding $90,000.00.

     Subsequent to the period covered by this report, on July 30, 2004, the
Company paid the full balance owed under the Stipulation with Rapid Funding of
$200,000 and received a total of 36,962,100 shares of its common stock in
return.

     Management is not aware of any legal proceedings pending or that have been
threatened against the Company or its properties.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

     The following table sets forth the name and address, as of the date of this
Quarterly Report, and the approximate number of shares of Common Stock owned of
record or beneficially by each person who owned of record, or was known by the
Company to own beneficially, more than five percent (5%) of the Company's Common
Stock, and the name and shareholdings of each officer and director, and all
officers and directors as a group.

                                       26

<PAGE>

<TABLE>
<CAPTION>
                                                Number of
                                                Shares                  Percent of
                                                Beneficially            Outstanding
Name of Beneficial Owner                        Owned(1)                Shares
------------------------------------------------------------------------------------
<S>                                             <C>                     <C>

Thomas E. Sawyer                                0                       0.00%
3101 Riverside Drive
Idaho Springs, CO 80452

Tony A. Cranford                                0                       0.00%
12252 W. Chenango Drive
Morrison, CO 80465

Rapid Funding, LLC                              37,264,600              63.57%
c/o Andrew Miller
1405 Adams Street
Denver, CO 80206

Officers and Directors as a Group               0                       0.00%
------------------------------------------------------------------------------------
</TABLE>

Unregistered Sales of Equity Securities

     On May 11, 2004, pursuant to the terms of the stipulation in settlement of
the matter of Rapid Funding, LLC v. Ten Stix, Inc., et al., Case Number 04 CV
0461, in the District Court of Jefferson County, Colorado, Rapid Funding, LLC
acquired 11,000,000 additional shares of the Company's restricted common stock.

     On May 13, 2004, pursuant to the terms of the stipulation in settlement of
the matter of Rapid Funding, LLC v. Ten Stix, Inc., et al., Case Number 04 CV
0461, in the District Court of Jefferson County, Colorado, Rapid Funding, LLC
acquired 11,500,000 additional shares of the Company's restricted common stock
in order to comply with the terms keeping its ownership above 51% of the issued
and outstanding common stock.

     On June 18, 2004, the Company authorized the restatement of its Articles of
Incorporation in order to eliminate preemptive rights to the shareholders.
Subsequent to the period covered by this report, on August 5, 2004 at the annual
meeting of shareholders, the shareholders of the Company approved the
restatement.

Subsequent Events

     Subsequent to the period covered by this report, on August 26, 2004, the
Company issued a total of 400,000 restricted shares of common stock valued at
$1,080. 200,000 shares each issued each to Tony A. Cranford and Thomas E.
Sawyer, officers and directors of the Company, in consideration and exchange for
1,100,000 shares of common stock Ten Stix Gaming, Inc., a Colorado corporation,
thereby making Ten Stix Gaming, Inc., a wholly-owned subsidiary of the Company.
Messrs. Cranford and Sawyer had formed Ten Stix Gaming, Inc., in February 2004
on behalf of the Company. These shares were issued pursuant to the exemption
from registration under Section 4(2) of the Securities Act of 1933.

                                       27

<PAGE>

     Also on August 26, 2004, the Company issued 2,500,000 shares of Series B
Preferred Stock to Intercontinental Assets Corp., a Nevada corporation, in full
satisfaction of and pursuant to the terms of certain $15,000 promissory note
dated June 30, 2004, and amended as of August 26, 2004 and that certain
Management Severance Agreement dated June 30, 2004, and amended August 26, 2004.
(See Part II, Item 5 below) These shares were issued pursuant to the exemption
from registration under Section 4(2) of the Securities Act of 1933.

     Pursuant to Section 2(a) of the Certificate of Designation, each share of
the Series B Preferred Stock shall be entitled to one vote for each share of the
Common Stock into which the Series B Preferred Stock is convertible as of the
record date for such vote or, if no record date is specified, as of the date of
such vote. Pursuant to the terms of the Certificate of Designation of Series B
Preferred Stock, the stated Par Value of each shares of Series B Preferred Stock
is $0.05. Pursuant to Section 5(a) of the Certificate of Designation, the holder
of the Series B Preferred Stock may convert said shares to common stock at his
option. Pursuant to Section 5(a), in the event of a conversion, the number of
shares of Common Stock to be issued on account of each share of the Series B
Preferred Stock shall be determined by dividing (i) the Adjusted Face Value plus
the amount of any accrued but unpaid dividends thereon by (ii) $0.0005.
Accordingly, each share of Series B Preferred Stock is convertible into 100
shares of common stock at option of the holder of the Series B Preferred Stock,
for an aggregate of 250,000,000 shares of common stock. Accordingly,
Intercontinental Assets Corp., the holder of 2,500,000 shares of Series B
Preferred Stock shall have the right pursuant to Section 2(a) of the Certificate
of Designation, to vote 250,000,000 shares of common stock which will
effectively give Intercontinental Assets Corp voting control of the Company.

Item 3. Defaults Upon Senior Securities.

     None.

Item 4. Submission of Matters to a Vote of Security Holders.

     No matter was submitted to a vote of the shareholders during the quarter
ended June 30, 2004.

Item 5. Other Information.

     On April 8, 2004, the Company, Tony Cranford ("Cranford") and Thomas Sawyer
("Sawyer"), the current Directors and Officers of the Company entered into a
Stipulation with Rapid Funding, LLC ("Rapid Funding") wherein Rapid Funding (i)
acquired ownership of 14,764,600 shares of common stock of the Company including
shares previously owned by Cranford and Sawyer, (ii) obtained the right to
receive an additional 11,000,000 shares of common stock, which shares have since
been issued to Rapid Funding, and (iii) obtained the right to receive additional
shares of the Company's stock so that Rapid Funding would own at least 51% of
the issued and outstanding shares of the Company. As a result of the
Stipulation, Rapid Funding became the beneficial owner of 37,264,600 shares of
common stock of the Company and is the majority shareholder of the Company.

     The Stipulation additionally provided that the Company make monthly
installment payments to Rapid Funding of $15,000 per month, commencing July 1,
2004 and expiring at such time as a total of $200,000 has been paid to Rapid

                                       28

<PAGE>

Funding. Pursuant to the Stipulation, upon receipt of the sum of $200,000 by
Rapid Funding all shares of the Company owned and held by Rapid Funding shall be
transferred and delivered to the Company.

     On June 18, 2004, the Company reserved and authorized to issue 13,500,000
shares of common stock for issuance pursuant to the Ten Stix, Inc. 2004 Stock
Plan.

     During the period ended June 30, 2004, the Company issued 2,500,000
registered shares of common stock to a consultant, for services valued at
$32,700 that were rendered pursuant to that certain Corporate Image Agreement
dated September 11, 2003. No underwriters were used. The securities were
registered under Securities Act of 1933 on Form S-8, which became effective on
September 15, 2003 and pursuant to an Order of Effective Registration by
Qualification pursuant to Section 44-1891 of the Securities Act of Arizona which
was granted on November 12, 2003.

     During the period ended June 30, 2004, the Company issued 2,000,000
registered shares of common stock to a consultant pursuant to the Company's 2003
Stock Plan in exchange for services rendered as a consultant to the Company
valued at $26,000. No underwriters were used. The securities were registered
under Securities Act of 1933 on Form S-8, which became effective on September
15, 2003 and pursuant to an Order of Effective Registration by Qualification
pursuant to Section 90.480 of the Nevada Uniform Securities Act which was
granted on October 30, 2003.

     During the period ended June 30, 2004, the Company issued an aggregate of
9,400,000 shares of registered common stock to two consultants under the Ten
Stix, Inc. 2003 Stock Plan. Under this plan employees and consultants were able
to purchase stock at 85% of market price. Proceeds from the exercised options
were used for general operating expenses. No underwriters were used. The
securities were registered under Securities Act of 1933 on Form S-8, which
became effective on September 15, 2003 and pursuant to an Order of Effective
Registration by Qualification pursuant to Section 90.480 of the Nevada Uniform
Securities Act which was granted on October 30, 2003 and an Order of Effective
Registration by Qualification pursuant to Section 11-51-304 of the Colorado
Securities Act which was granted on September 17, 2003.

     On June 30, 2004, the Company executed a Promissory Note in favor of Robert
C. Brehm ("Brehm") in the principal amount of $15,000, which was deposited with
counsel for the Company in order to make the initial $15,000 payment due to
Rapid Funding on July 1, 2004. Under the terms of the Promissory Note, the
principal and interest thereon at the rate of 12% per annum shall be due and
payable on or before August 10, 2004. Additionally, the Promissory Note provides
that at the option of the Brehm, the unpaid principal and interest thereon shall
be paid by the delivery to Brehm of all shares of the common stock of the
Company owned by Rapid Funding, when Rapid Funding has been paid in full
pursuant to the Stipulation.

     On June 30, 2004, the Company, Cranford, Sawyer, and Brehm entered into a
Management Severance Agreement (the "Severance Agreement"). Under the terms of
this Severance Agreement Brehm, shall loan or arrange a loan to the Company in
the amount of $185,000 in order for the Company to pay and satisfy the
outstanding indebtedness owing to Rapid Funding under the Stipulation. This loan
was be evidenced by a Convertible Debenture on July 1, 2004, executed in favor
of Edify Capital Group, Inc. ("Edify Capital"). These funds were used by the
Company to pay off the balance owing to Rapid Funding under the Stipulation.
Under the terms of the Convertible Debenture the Company promises to pay the
loan in full on or before the first anniversary date of the issuance, with

                                       29

<PAGE>

interest from the date of issuance at the rate of 8% per annum, compounded and
payable quarterly. Pursuant to the terms of the Convertible Debenture, Edify
Capital, at its option at any time, may convert all or part of the unpaid
principal balance, plus accrued interest thereon into the common stock of the
Company. In the event of a conversion, the number of shares of the common stock
to be issued shall be determined by dividing the unpaid principal balance of the
Convertible Debenture, plus any accrued interest by 80% of the average of the
lowest three closing bid prices in past twenty trading days immediately
preceding any such conversion.

     The Severance Agreement also provides that following the Registrant's
annual meeting of shareholders and completion of its reincorporation and change
of domicile from Colorado to Nevada, the Company shall authorize 3,000,000
shares of Series B Preferred Stock. Brehm shall be able to exchange the common
shares received pursuant to the option available in the Note for 2,500,000
shares of Series B Preferred Stock and Ten Stix, Inc. shall cancel those common
shares it receives in this exchange by Brehm.

     The Severance Agreement also provides that the Company will form a gaming
subsidiary named Pro Shuffler, Inc., and that all gaming related assets,
licenses, and liabilities relating to said gaming business be transferred to Pro
Shuffler, Inc. Sawyer and Cranford will be the officers and directors of Pro
Shuffler, Inc., and the Company will transfer 80% of the common stock of Pro
Shuffler, Inc. to Sawyer and Cranford in consideration of their forgiveness of
all unpaid accrued payroll due and owing by the Company to Sawyer and Cranford.
Concurrently with the formation of Pro Shuffler, Inc., Sawyer and Cranford shall
execute Consulting Agreements under which they shall receive an aggregate of
$60,000 for their services to the Company regarding the transition of
operations, and Pro Shuffler, Inc. shall receive an additional $40,000 for
transitional and spin-off related costs. Following the completion of these
events, Sawyer shall resign as the President and CEO of the Company, and the
Board of Directors of Ten Stix shall appoint one additional director as
designated by Brehm to join the existing members of the Board of Directors of
the Company.

     The current officers and directors of the Company, formed Ten Stix Gaming,
Inc., in February 2004 on behalf of the Company. Subsequent to the period
covered by this report the Company issued a total of 400,000 restricted shares
of common stock valued at $1,080. 200,000 shares each issued each to Tony A.
Cranford and Thomas E. Sawyer in consideration and exchange for 1,100,000 shares
of common stock Ten Stix Gaming, Inc., a Colorado corporation, thereby making
Ten Stix Gaming, Inc., a wholly-owned subsidiary of the Company. Ten Stix
Gaming, Inc. will be used as the gaming subsidiary vehicle that was called Pro
Shuffler, Inc. in the Severance Agreement.

     During the period ended June 30, 2004 the Company authorized 7,562,500
registered shares of common stock to two consultants pursuant to the terms of
the Ten Stix Inc. 2004 Stock Plan. These shares were issued subsequent to the
period covered by this report in July 2004. No underwriters were used. The
securities were registered under Securities Act of 1933 on Form S-8, which
became effective on June 23, 2004, an Order of Effective Registration by
Qualification pursuant to Section 90.480 of the Nevada Uniform Securities Act
which was granted on July 1, 2004 and an Order of Effective Registration by
Qualification pursuant to Section 44-1891 of the Securities Act of Arizona which
was granted on July 2, 2004.

Subsequent Events

     During July 2004, in conjunction with the Stipulation with Rapid Funding,
the Company issued a convertible debenture in the amount of $185,000. The
debenture accrues interest at 8% per annum, compounded and payable quarterly, is
due on or before the first anniversary date of the debenture and principal and
interest is convertible into common stock at the average of the lowest three
closing bid prices in the past 20 days immediately preceeding the election.

     The Company then paid the full Purchase Price of the Stipulation with Rapid
Funding of $200,000 and received a total of 36,962,100 shares of its common
stock in return.

     Subsequent to the period covered by this report in July 2004, the Company
authorized the issuance of 20,000,000 shares of common stock for use in a
Non-Employee Directors and Consultants Retainer Stock Plan for 2004.

                                       30

<PAGE>

     On July 7, 2004, the Company issued 5,937,500 registered shares of common
stock to two consultants, for the exercise of options that were granted for
services rendered to the Company under the Ten Stix, Inc. 2004 Stock Plan. No
underwriters were used. The securities were registered under Securities Act of
1933 on Form S-8, which became effective on June 23, 2004 and pursuant to an
Order of Effective Registration by Qualification pursuant to Section 11-51-304
of the Colorado Securities Act which was granted on June 24, 2004 and an Order
of Effective Registration by Qualification pursuant to Section 90.480 of the
Nevada Uniform Securities Act which was granted on July 1, 2004.

     Subsequent to the period covered by this report on July 28, 2004, the
Company approved and adopted the Ten Stix, Inc. Non-Employee Directors and
Consultants Retainer Stock Plan for the Year 2004 and reserved and authorized
20,000,000 shares of common stock for issuance pursuant to the plan.

     Subsequent to the period covered by this report, during the month of August
2004, the Company issued 14,000,000 registered shares of common stock to two
consultants pursuant to the terms of the Ten Stix Inc. Non-Employee Directors
and Consultants Retainer Stock Plan for 2004. No underwriters were used. The
securities were registered under Securities Act of 1933 on Form S-8, which
became effective on August 10, 2004 and pursuant to an Order of Effective
Registration by Qualification pursuant to Section 44-1891 of the Securities Act
of Arizona which was granted on August 23, 2004 and an Order of Effective
Registration by Qualification pursuant to Section 90.480 of the Nevada Uniform
Securities Act which was granted on August 11, 2004.

     On August 5, 2004, subsequent to the period covered by this report, the
Annual Meeting of shareholders (the "Annual Meeting") was held and as of the
June 22, 2004 record date there were 47,118,228 shares entitled to vote of which
39,933,714 shares were present at the meeting in person or by proxy.

     At the Annual Meeting, the shareholders elected two Directors, Thomas E.
Sawyer and Tony A. Cranford, approved the ratification of appointment of HJ &
Associates, LLC as the Company's independent accountants for the fiscal year
2004 and the ratification of the Restatement of the Articles of Incorporation to
eliminate preemptive rights and consolidate all prior amendments to the Articles
of Incorporation. Also approved and ratified were the Amended and Restated Ten
Stix, Inc., 2003 Stock Plan and the Ten Stix, Inc., 2004 Stock Plan, and the
Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2004

     Further, the Shareholders approved and ratified all prior issuances by the
Company of Common Stock, Preferred Stock and all other securities, all past
actions, resolutions, contracts and agreements entered into by the officers and
directors of Company. Additionally approved and ratified were an amendment to
Article III, Section 2, of the By-laws and approval and authorization for the
Company, for a period of 30 days to convert all Series A Preferred Stock to 500
shares of Common Stock.

     Lastly the Shareholders approved and ratified the proposal to change the
Company's state of incorporation from Colorado to Nevada via a reincorporation
in Nevada through a merger of Ten Stix, Inc., a Colorado corporation with and
into its wholly owned subsidiary Ten Stix, Inc., a Nevada corporation.

                                       31

<PAGE>

     The reincorporation became effective on August 10, 2004. The
reincorporation effects only a change in the legal domicile of the Company. It
did not result in any change of the name, business, management, employees,
fiscal year, assets or liabilities of the Company. Pursuant to the Agreement and
Plan of Merger between the Company and Ten Stix Nevada, each share of the
Company's common stock, par value $0.001 per share, was automatically converted
into one share of Ten Stix Nevada common stock, par value $0.001 per share and,
each share of the Company's Series A Preferred Stock was automatically converted
into one share of Ten Stix Nevada Series A Preferred Stock.

     Subsequent to the period covered by this report on August 6, 2004, the
Company entered into a consulting agreement. The agreement calls for payments of
$10,000 per month during the term of the contract through July 31, 2005.

     On August 23, 2004, subsequent to the period covered by this report, Brehm
notified the Company of his election to convert his Note to common stock
pursuant to the terms of the Note and the Management Severance Agreement and
then convert the common stock pursuant to the Management Severance Agreement to
2,500,000 shares of Series B Preferred Stock. As a matter of administrative and
cost efficiency, the Company and Brehm amended the Note and Management Severance
Agreement to reflect that the Note is convertible directly into 2,500,000 shares
of Series B Preferred Stock.

     Accordingly, on August 26, 2004, the Company issued 2,500,000 shares of
Series B Preferred Stock to Intercontinental Assets Corp., a Nevada corporation,
in full satisfaction of and pursuant to the terms of certain $15,000 promissory
note dated June 30, 2004, and amended as of August 26, 2004 and that certain
Management Severance Agreement dated June 30, 2004, and amended August 26, 2004.
Accordingly, Intercontinental Assets Corp., the holder of 2,500,000 shares of
Series B Preferred Stock shall have the right pursuant to Section 2(a) of the
Certificate of Designation, to vote 250,000,000 shares of common stock which
will effectively give Intercontinental Assets Corp voting control of the
Company.

Item 6 - Exhibits and Reports on Form 8-K.

(a)  Exhibits (numbered in accordance with Item 601 of Regulation S-B)

          3.1    Articles of Incorporation (1)
          3.2    Restated Articles of Incorporation of Registrant (2)
          3.3    Bylaws of Registrant (1)
          99.1** Certification of Chief Executive Officer Pursuant to 18 U.S.C.
                 Section 1350
          99.2** Certification of Chief Financial Officer Pursuant to 18 U.S.C.
                 Section 1350
          99.3** 906 Certification
         ______________
         (1)  Incorporated by reference to Form 10SB filed February 8, 2001
         (2)  Incorporated by reference to Form 8-K filed October 31, 2003
         **   Filed Herewith

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<PAGE>

                                   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.

                                               TEN STIX INC.



Date:  September 15, 2004                      /s/ Thomas E. Sawyer
       __________________                      _______________________________
                                               Thomas E. Sawyer
                                               President/Treasurer/
                                               Chief Executive Officer




Date:  September 15, 2004                      /s/ Tony A. Cranford
       __________________                      _______________________________
                                               Tony A. Cranford
                                               Vice President



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