U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 AMENDMENT NO. 1
                                       TO
                                   FORM 10-QSB
(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the quarterly period ended June 30, 2003

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

     For the transition period from _____ to _______

                         Commission file number 0-32323

                                  TEN STIX INC.
                            -------------------------
        (Exact name of small business issuer as specified in its charter)

           COLORADO                                               84-1351184
           --------                                               ----------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation of organization)                               Identification No.)

                              3101 Riverside Drive
                          Idaho Springs, Colorado 80452
                         -------------------------------
                    (Address of Principal Executive Offices)
                                 (303) 567-0163
                                 --------------
                           (Issuer's telephone number)

                                       N/A
                                       ---
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

         Yes      X       No

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

Class                                          Outstanding as of August 1, 2003
-----                                          --------------------------------
Common Stock, $0.001 par value                            19,123,228

Transitional Small Business Disclosure Format (check one)

         Yes              No      X

<PAGE>

PART I.  FINANCIAL INFORMATION

      ITEM 1. FINANCIAL STATEMENTS

            BALANCE SHEETS AS OF JUNE 30, 2003                              2

            STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED
            JUNE 30, 2003 AND 2002                                          3

            STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED
            JUNE 30, 2003 AND 2002                                          4

            NOTES TO FINANCIAL STATEMENTS                                   5

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION           6

ITEM 3. CONTROLS AND PROCEDURES                                            15

PART II. OTHER INFORMATION

      ITEM 1. LEGAL PROCEEDINGS                                            16

      ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                    16

      ITEM 3. DEFAULTS UPON SENIOR SECURITIES                              16

      ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS          16

      ITEM 5. OTHER INFORMATION                                            16

      ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                             16

SIGNATURES                                                                 16


<PAGE>

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                 TEN STIX, INC.
                                  Balance Sheet


                                     ASSETS
                                     ------
                                                                     June 30,
                                                                       2003
                                                                    -----------
                                                                    (Unaudited)
CURRENT ASSETS

   Cash                                                             $     5,680
   Accounts receivable                                                    4,500
   Inventory                                                              2,777
                                                                    -----------

     Total Current Assets                                                12,957
                                                                    -----------

EQUIPMENT, AT COST, NET                                                 155,358
                                                                    -----------

OTHER ASSETS

   Inventory, non-current                                                52,699
   Stockholders advances                                                  5,496
   Purchase options                                                       7,500
   Intangible assets, net                                                81,114
   Game rights                                                          162,100
                                                                    -----------

     Total Other Assets                                                 308,909
                                                                    -----------

     TOTAL ASSETS                                                   $   477,224
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES

   Accounts payable and accrued expenses                            $    35,898
   Accounts payable - related party                                      68,815
   Notes payable                                                        230,669
   Notes payable, stockholders                                           69,000
                                                                    -----------

     Total Current Liabilities                                          404,382
                                                                    -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY

   Preferred A stock, $.001 par value, 100,000 shares authorized;
    96 shares issued and outstanding                                          1
   Common stock; $.001 par value, 500,000,000 shares authorized;
    19,123,228 issued and outstanding                                    19,123
   Additional paid-in capital                                         1,121,077
   Accumulated deficit                                               (1,067,359)
                                                                    -----------

     Total Stockholders' Equity                                          72,842
                                                                    -----------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $   477,224
                                                                    ===========


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

                                        2
<PAGE>
<TABLE>
<CAPTION>

                                           TEN STIX, INC.
                                      Statements of Operations
                                             (Unaudited)


                                          For the Six Months Ended       For the Three Months Ended
                                                   June 30,                        March 31,
                                         ----------------------------    ----------------------------
                                             2003            2002            2003            2002
                                         ------------    ------------    ------------    ------------
REVENUE
<S>                                      <C>             <C>             <C>             <C>
   Net sales                             $     48,750    $     30,856    $     21,996    $     12,056
                                         ------------    ------------    ------------    ------------

EXPENSES

   Selling, general and administrative        196,418          39,837          88,337          23,855
   Depreciation                                24,293          22,658          12,050          11,329
   Amortization                                 5,422           6,808           2,711           3,404
                                         ------------    ------------    ------------    ------------

     Total Expenses                           226,133          69,303         103,098          38,588
                                         ------------    ------------    ------------    ------------

OPERATING LOSS                               (177,383)        (38,447)        (81,102)        (26,532)
                                         ------------    ------------    ------------    ------------

OTHER INCOME (EXPENSE)

   Interest expense                            (8,586)        (10,170)         (4,792)         (4,909)
   Other income                                  --             8,671            --             8,671
                                         ------------    ------------    ------------    ------------

       Total Other Income (Expense)            (8,586)         (1,499)         (4,792)          3,762
                                         ------------    ------------    ------------    ------------

NET LOSS                                 $   (185,969)   $    (39,946)   $    (85,894)   $    (22,770)
                                         ============    ============    ============    ============

BASIC LOSS PER SHARE                     $      (0.01)   $      (0.00)   $      (0.01)   $      (0.00)
                                         ============    ============    ============    ============

WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                 19,003,495      17,659,488      19,023,495      17,659,888
                                         ============    ============    ============    ============


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

                                                  3
<PAGE>

                                 TEN STIX, INC.
                            Statements of Cash Flows
                                   (Unaudited)


                                                        For the Six Months Ended
                                                                 June 30,
                                                        ------------------------
                                                            2003         2002
                                                         ---------    ---------

CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                              $(185,969)   $ (39,946)
   Adjustments to receivable net loss to net cash
    from operating activities:
     Depreciation and amortization                          29,715       29,466
     Amortization of debt discounts                          7,580         --
     Contributed services provided at no charge               --          7,500
     Purchase options expired                               12,000         --
   Changes in assets and liabilities:
       Accounts receivable                                  (4,500)         320
       Inventory                                              (754)        --
       Accounts payable and accrued expenses                 1,244        1,600
       Stockholder advances                                  3,004         --
                                                         ---------    ---------

       Net Cash Used by Operating Activities              (137,680)      (1,060)
                                                         ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES

   Purchase of fixed assets                                 (1,625)        --
                                                         ---------    ---------

       Net Cash Used by Investing Activities                (1,625)        --
                                                         ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from related party accounts payable             38,815         --
   Payments on notes payable                               (47,065)        --
   Proceeds from issuance of common stock                  147,164         --
   Proceeds from issuance of preferred stock                  --            500
   Payment on loans from stockholders                       (2,000)         476
                                                         ---------    ---------

       Net Cash Provided by Financing Activities           136,914          976
                                                         ---------    ---------

INCREASE (DECREASE) IN CASH                                 (2,391)         (84)

CASH AT BEGINNING OF PERIOD                                  8,071          307
                                                         ---------    ---------

CASH AT END OF PERIOD                                    $   5,680    $     223
                                                         =========    =========

SUPPLEMNETAL DISCLOSURE OF CASH FLOW INFORMATION

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


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

                                        4
</TABLE>
<PAGE>

                                 TEN STIX, INC.
                        Notes to the Financial Statements
                             June 30, 2003 and 2002


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,
     2002 Annual Report on Form 10-KSB. Operating results for the six months
     ended June 30, 2003 are not necessarily indicative of the results that may
     be expected for the year ending December 31, 2003.

NOTE 2 - STOCKHOLDERS' EQUITY

     During the six months ended June 30, 2003 the Company sold 912,540 shares
     of common stock for $129,164 under an Offshore Stock Purchase Agreement the
     Company entered into with a British Virgin Islands corporation. Under the
     agreement, the Company agreed to sell 5,000,000 shares of the Company's
     common stock at prices equal to 20% of the bid price on the day of the
     sale.

     During the three months ended June 30, 2003, the Company sold 40,000 shares
     of restricted common stock for $18,000.

NOTE 3 - MATERIAL EVENT

     Pledged Stock
     -------------

     In June 2002, the President as well as the Vice President pledged 9,000,000
     shares of their common stock as collateral on a note payable. The principal
     balance of the note payable is for $163,500 proceeds of which were lent to
     shareholders of the Company. The note is currently in default. No default
     notice has been given at this time.

     Collateral Loan Agreement and Promissory Note
     ---------------------------------------------

     On June 25, 2003, the Company signed a collateral loan agreement and
     promissory note with Mercatus & Partners, Ltd., a Cardiff, Wales
     Corporation. The loan is for a maximum of $1,200,000 to be distributed
     across multiple traunches. The term of the loan is for 5 years and bears
     interest at 5.5% per annum. Payments are to be made monthly depending on
     the principal amount of the loan which is outstanding. During the first 12
     months of the note, the Company can elect to make interest only payments.
     The Company issued 5,725 shares of its convertible preferred stock on June
     25,2003 as collateral for the anticipated 1st traunch of note proceeds. On
     July 1, 2003, the Company issued 8,588 shares of its convertible preferred
     stock as collateral for the anticipated 2nd traunch of note proceeds. The
     preferred shares are being held as collateral on the note and are not to be
     used by Mercatus unless there is a default on the note. Accordingly, the
     Company has not presented the preferred stock as issued and outstanding.
     Each shares of the Company's convertible preferred stock is convertible
     into 500 shares of common stock.

     On August 18, 2003, the Company entered into an agreement to purchase the
     "21 Draw Poker" patent from a 3rd party. The Company will pay the patent
     holder 10,000 shares of restricted common stock valued at $1,700 or $0.17
     per share for the option to purchase the patent. The option will be valid
     for a period of twelve months. The total purchase price will be a 12-month
     note payable of $3,000 and 5,000,000 shares of restricted common stock to
     be valued at the date the option is exercised.

NOTE 4 - SUBSEQUENT EVENTS

     On August 17, 2003, the Company entered into an agreement to purchase the
     "Go Fish" 21 patent from a 3rd party. The Company will pay the patent
     holder 50,000 shares of restricted common stock valued at $8,500 which is
     $0.17 per share for the option to purchase the patent. The share price is
     the closing price on August 15, 2003. The option will be valid for 12
     months. The total purchase price will be a 12-month note for $10,000 and
     5,000,000 shares of common stock to be valued on the date of the option
     exercise.

     On August 18, 2003, the Company entered into an agreement to purchase the
     "21 Draw Poker" patent from a 3rd party. The Company will pay the patent
     holder 10,000 shares of restricted common stock valued at $1,700 or $0.17
     per share for the option to purchase the patent. The option will be valid
     for a period of twelve months. The total purchase price will be a 12-month
     note payable of $3,000 and 5,000,000 shares of restricted common stock to
     be valued at the date the option is exercised.

                                       5
<PAGE>

     Statements made in this Form 10-QSB/A that are not historical or current
facts are "forward-looking statements" made pursuant to the safe harbor
provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section
21E of the Securities Exchange Act of 1934. These statements often can be
identified by the use of terms such as "may," "will," "expect," "believe,"
"anticipate," "estimate," "approximate" or "continue," or the negative thereof.
The Company intends that such forward-looking statements be subject to the safe
harbors for such statements. The Company wishes to caution readers not to place
undue reliance on any such forward-looking statements, which speak only as of
the date made. Any forward-looking statements represent management's best
judgment as to what may occur in the future. However, forward-looking statements
are subject to risks, uncertainties and important factors beyond the control of
the Company that could cause actual results and events to differ materially from
historical results of operations and events and those presently anticipated or
projected. The Company disclaims any obligation subsequently to revise any
forward-looking statements to reflect events or circumstances after the date of
such statement or to reflect the occurrence of anticipated or unanticipated
events.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION

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 named itself "Ten Stix" based on management's belief that "Ten Stix
21" will be its most popular and creative product (currently being marketed and
referenced herein as "Ten to Win"). The Company has designed and developed
certain card games, which are currently being marketed to casinos located in the
States of California, Colorado, Kansas, New Mexico, Nevada, South Dakota and
Wisconsin.

     The Company's principal executive offices are located at 3101 Riverside
Drive, Idaho Springs, Colorado 80542. Its telephone number is (303) 567.0163 and
its facsimile number is (303) 567.0163.

     The Company has designed and developed a line of card games and other
gaming products for the gaming industry. There are two types of gaming products
that the Company has designed and will distribute and market. One type of gaming
product is the "table game with electronics", which includes Ten to Win and
Shotgun 21. Both the Ten to Win and Shotgun 21 card games utilize an electronics
system that was designed and developed by the Company and which provides, among
other things, the managers of casinos with an accounting system allowing for
real-time win/loss statistics. The basic unit hardware is the same for the two
card games, although the Shotgun 21 electronics system has certain modifications
and will perform more sophisticated functions. The other type of gaming product
is a "layout game", which includes all of the other gaming products. The other
gaming products of the Company utilize a tablecover or layout with no electronic
system. The Company offers no warranty pursuant to the sale or lease of any of
its gaming products.

     During the six-month period ended June 30, 2003, the Company generated
approximately $48,750 in revenues from the lease of its gaming products.
Management of the Company believes that the Company will continue to generate

                                       6
<PAGE>

such revenues. Management further believes that there are certain material
factors applicable to all of the Company's products relevant to the generation
of revenues which include, but are not limited to, the following: (i) adequate
capital required to fund operational expenses, which directly and adversely
affects travel associated with the market and distribution of products; and (ii)
state approval of the specific game being marketed. Together with the specific
material factors listed under the description of each gaming product, management
believes that all such material factors have been disclosed pertaining to the
timing of bringing each product to market and commencement of generation of
revenues.

     Management of the Company believes that future sales of Ten to Win and
related products to the casinos in the State of Colorado will be an important
but limited line of business for the Company for the next several years.
Management, therefore, intends to pursue the marketplaces of several other
primary states. It is anticipated that the Company will derive its revenues
principally from the marketing and sale of Ten to Win and other related products
to casinos generally located in the States of California, Colorado, Kansas, New
Mexico, Nevada, South Dakota, Mississippi, Arizona and Wisconsin. In general,
the marketing of Ten to Win and the Company's other gaming products will involve
implementation of either a sales agreement or a leasing arrangement with a third
party.

PRODUCTS

     There are two types of gaming products that the Company has designed and
will distribute and market. One type of gaming product is the "table game with
electronics", which includes Ten to Win and Shotgun 21. Management believes that
the table game using an electronic system, such as Ten to Win and Shotgun 21,
will generally be leased by casinos on a monthly basis at the rate of
approximately $600.00 and $800.00, respectively. However, in the alternative,
Ten to Win and Shotgun 21 can be purchased by a casino at the approximate price
of $5,000.00, plus royalty fee, and $10,000.00, plus royalty fee, respectively.

     The other type of gaming product is a "layout game", which includes all of
the other gaming products. The layout game is a table game utilizing a
tablecover or layout with no electronic system. Management believes that the
layout games will typically be leased on a monthly basis at approximately
$400.00 per month.

     The Company's gaming products may be subject to approval by state
regulatory agencies prior to distribution and marketing the games. State
regulations vary regarding which gaming products may be played in that
respective state. In general, the Company is required to apply to the respective
state regulatory agency for verification that the game is legal under the
state's laws and for approval to distribute and market such game. Management
believes that in general such approvals are rarely denied by the respective
state regulatory agencies, unless the particular game is not legal in that
state. The table below identifies and lists each of the Company's gaming
products, the applicability of state regulatory requirements in each state where
the Company is or will be distributing and marketing the respective game, and
the current status of the regulatory process.

                                       7
<PAGE>

--------------------------------------------------------------------------------
                                         States and Status of
Gaming Product                            Regulatory Approval
--------------------------------------------------------------------------------

                                CA    CO   KN    NM    NV     SD   WI

Ten to Win                      (1)        (3)   (1)   (2)    PA   PA(4)
--------------------------------------------------------------------------------

ShotGun 21                      (1)   PA(5)(3)   (1)   (2)    (3)   Not
                                                                   Legal
--------------------------------------------------------------------------------

Bet the House                   (1)   PA   PA    (1)   (2)    PA    Not
                                                                   Legal
--------------------------------------------------------------------------------

Bonus 6                         (1)   A    A     (1)   (2)    A     Not
                                                                   Legal
--------------------------------------------------------------------------------

Push Your Luck                  (1)   PA   (3)   (1)   (2)    (3)   Not
                                                                   Legal
--------------------------------------------------------------------------------

Hold'em 88                      (1)   A    (3)   (1)   (3)    A     Not
                                                                   Legal
--------------------------------------------------------------------------------

Catalina Dice                   Not   Not  (3)   (1)   (2)    Not   Not
                               Legal Legal                   Legal Legal
--------------------------------------------------------------------------------

Pro Shuffle                     (6)   (6)  (6)   (6)   (6)    (6)   (6)
--------------------------------------------------------------------------------
PA = Pending Approval
A = Approved

(1) As of the date of this Quarterly Report, neither the State of California nor
New Mexico has any rules or regulations regarding licensing of the Company's
gaming products. Therefore, all of the Company's gaming products, with the
exception of Catalina Dice, can be played in the State of California and New
Mexico without state regulatory approval. Dice and roulette games, such as
Catalina Dice, are not legal in California.

(2) As of the date of this Quarterly Report, the State of Nevada has rules and
regulations which provide that the gaming products of the Company may be
distributed and marketed without prior licensing but with state approval. Bet
the House, Bonus 6, Push Your Luck and Catalina Dice have all been approved by
the State of Nevada.

(3) As of the date of this Quarterly Report, management of the Company has not
pursued applications for approval and/or licensing.

(4) In the State of Wisconsin, management believes that state regulatory
approval may not be obtainable until the laws governing blackjack gaming in
Wisconsin are changed.

(5) In the State of Colorado, management believes that state regulatory approval
will be obtained by approximately fourth quarter 2003.

(6) Approved and generating revenues.

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

                                       8
<PAGE>

MARKETING STRATEGY

     The Company intends to seek to capture market niches in the gaming industry
within the States of California, Colorado, Kansas, Mississippi, Nevada, New
Mexico, South Dakota and Wisconsin. Although the Company's principal office is
located within the State of Colorado, management believes that the market in
Colorado is limited for the Company's gaming products. Therefore, management
intends to move into the marketplaces of primary states such as Arizona,
Mississippi, New Mexico, Nevada, California, Kansas and Wisconsin. By fiscal
year ended 2003, management intends to commence marketing its gaming products
internationally, including countries such as Africa, Canada, South America,
Caribbean Islands and Southeast Asia, which have legalized gaming.

     As of the date of this Quarterly Report, the Company is currently focusing
on marketing its gaming products within the States of Arizona, Colorado, New
Mexico, Nevada, South Dakota, Mississippi, California, Kansas and Wisconsin by
(i) implementation of sales trips and contacts by independent commissioned
representatives, (ii) use of direct mail, trade publications and press releases
for advertising of the gaming products, and (iii) attendance and display of the
gaming products at well-known gaming trade shows and/or conferences. The Company
intends to market its gaming products through the use of direct sales and
independent commissioned representatives. To aid in the marketing of its gaming
products, the Company intends to utilize several marketing approaches including
advertising in trade publications, submitting press releases, and continuing its
participation in trade shows. The Company's services and gaming products are
also electronically advertised on the Company's web page at www. Ten Stix.com.

PRO SHUFFLE

     On approximately May 1, 2001, the Company and Summit International Group,
Inc., a Colorado corporation ("Summit") entered into an asset purchase agreement
(the "Asset Purchase Agreement"). Under the terms of the Asset Purchase
Agreement, the Company acquired from Summit (i) all of Summit's right, title and
interest to U.S. Patent No. 5,718,427 regarding a card shuffling device marketed
by Summit under the name "Pro Shuffle"; (ii) all Pro Shuffle devices, parts,
inventory and equipment related to the manufacturing and assembly of the Pro
Shuffle; (iii) all contracts related to the Pro Shuffle; (iv) all accounts
receivable arising out of the sale or lease of the Pro Shuffle; (v) two
promissory notes made by Mr. Tony Cranford, one payable to Summit in the
approximate amount of $2,500.00 and one payable to Phil Lacerte in the
approximate amount of $6,000.00; (vi) two Blackjack tables located in Las Vegas,
Nevada; and (vii) all other business assets located in Colorado (of which no
material assets were actually acquired).

     Under the terms of the Asset Purchase Agreement, the Company assumed (i) on
the part of Summit a liability to Xpectra of up to an aggregate amount of
$110,000.00 related to approximately forty-two updated Pro Shuffle devices and
parts; and (ii) two liabilities owed by Summit to Jerry Delferro and Dick
Stewart in the approximate amount of $3,000.00, respectively. Pursuant to
further terms of the Asset Purchase Agreement, the Company agreed to (i) pay the
amount of $300,000.00 to Summit as evidenced by the execution of two promissory
notes, one payable to Summit in the amount of $220,000.00 and the other payable
to Michael Humecki in the amount of $80,000.00; and (ii) surrender to Summit all
of the shares of common stock of Summit held of record by Mr. Sawyer and Mr.
Cranford, respectively (an approximate 10% equity interest each). During fiscal
year 2002 and as of the date of this Quarterly Report, the Company has paid
$80,000 plus interest to Mr. Humecki and the promissory note is deemed paid in
full. During March 2003, the Company paid to Summit the amount of $28,177.40.

                                       9
<PAGE>

     Management of the Company negotiated a settlement of the liability due and
owing to Xpectra. During fiscal year 2002, the Company paid $15,000 as
settlement of the aggregate liability due to Xpectra and $6,0000 to Messrs.
Delferro and Stewart.

     In order to facilitate consummation of the Asset Purchase Agreement, an
agreement was entered into dated May 1, 2001 among the Company, Thomas Sawyer,
Tony Cranford, Michael Humecki, P. Chad Lacerte, Roger Adams, and Summit (the
"Agreement"). The purpose of the Agreement was to resolve any and all claims,
counterclaims and defenses that Messrs. Humecki, Lacerte and Adams may have
against Summit pursuant to ongoing litigation. According to the terms of the
Agreement, the parties agreed that (i) the Company would acquire from Mr.
Humecki his 10.04% equity interest in Summit (which was returned to Summit);
(ii) the Company would pay Mr. Humecki $100,000, with $20,000 paid by Summit
upon execution of the Agreement and $80,000 evidenced by a promissory note (as
discussed above); (iii) the Company would sign a security agreement for the
benefit of Mr. Humecki as security for the payments under the promissory note;
and (iv) Messrs. Humecki, Lacerte, Adams and Summit would waive and release all
claims, counterclaims, causes of action and demands, known or unknown, that they
have or may claim to have against each other.

     As of the date of this Quarterly Report, the marketing and sale of the Pro
Shuffle generates approximately $4,050 in monthly revenue.

Option Contracts

     On August 17, 2003, the Company and John Delello entered into an option
agreement (the ""Go Fish Option"), pursuant to which John Delello granted to the
Company an option from August 17, 2003 through August 17, 2004 to acquire the
ownership rights to the "Go Fish 21" patent. Pursuant to the terms of the Go
Fish Option, the Company: (i) issued 50,000 shares of its restricted Common
Stock to John Delello upon execution of the Go Fish Option; (ii) issued a
promissory note in the amount of $10,000.00 to John Delello payable in the event
the Company exercises its option rights under the Go Fish Option; and (iii) will
further issue an additional 5,000,000 shares of its restricted Common Stock in
the event the Company exercises its option rights under the Go Fish Option.

     On August 17, 2003, the Company and Phil Demarest entered into an option
agreement (the "21 Draw Poker Option"), pursuant to which Phil Demarest granted
to the Company an option from August 17, 2003 through August 17, 2004 to acquire
the ownership rights to the "21 Draw Poker" patent. Pursuant to the terms of the
21 Draw Poker Option, the Company: (i) issued 10,000 shares of its restricted
Common Stock to Phil Demarest upon execution of the 21 Draw Poker Option; (ii)
issued a promissory note in the amount of $3,000.00 to Phil Demarest payable in
the event the Company exercises its option rights under the 21 Draw Poker
Option; and (iii) will further issue an additional 5,000,000 shares of its
restricted Common Stock in the event the Company exercises its option rights
under the 21 Draw Poker Option.`

     See "Part II. Other Information. Item 2. Changes in Securities and Use of
Proceeds".

RESULTS OF OPERATION

Six-Month Period Ended June 30, 2003 Compared to Six-Month Period Ended June 30,
2002

     The Company's net loss for the six-month period ended June 30, 2003 was
approximately ($185,969) compared to a net loss of approximately ($39,946) for
the six-month period ended June 30, 2002 (an increase of $146,023).

     Total revenue for the six-month periods ended June 30, 2003 and 2002 were
$48,750 and $30,856, respectively (an increase of $17,894). Total revenue
generated during the six-month periods ended June 30, 2003 and 2002 was
comprised of lease income. The increase in revenue during the six-month period
ended June 30, 2003 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, 2003, the Company incurred
operating expenses of $226,133 compared to $69,303 of operating expenses
incurred during the six-month period ended June 30, 2002 (an increase of
$156,830). Operating expenses for the six-month period ended June 30, 2003
primarily consisted of: (i) $196,418 as selling, general and administrative
expenses compared to $69,303 as selling, general and administrative expenses
incurred during the six-month period ended June 30, 2002; (ii) $24,293 as
depreciation expense compared to $22,658 as depreciation expense incurred during
the six-month period ended June 30, 2002; and (iii) $5,422 as amortization
expense compared to $6,808 as amortization expense incurred during the six-month
period ended June 30, 2002. The Company also incurred $8,586 as interest expense
during the six-month period ended June 30, 2003 as compared to $10,170 incurred
during the six-month period ended June 30, 2002. The increase in operational
expenses during the six-month period ended June 30, 2003 compared to the
six-month period ended June 30, 2002 was primarily due to an increase in
selling, general and administrative expenses resulting from an operational
emphasis on and increased scale and scope of overall corporate activity
pertaining to the marketing and distribution of the Company's gaming products
(which was primarily attributable to an increase in salaries, professional fees
and travel expenses).

                                       10
<PAGE>

     As discussed above, although the Company generated revenues in the amount
of $48,750 during the six-month period ended June 30, 2003, the increase in net
loss during such period compared to the six-month period ended June 30, 2002 is
attributable primarily to a substantial increase in the selling, general and
administrative expenses. The Company's net loss during the six-month period
ended June 30, 2003 was approximately ($185,969) or ($0.01) per common share
compared to a net loss of approximately ($39,946) or ($0.00) per common share
during the six-month period ended June 30, 2002. The weighted average of common
shares outstanding was 19,003,495 for the six-month period ended June 30, 2003
compared to 17,659,488 for the six-month period ended June 30, 2002.

Three-Month Period Ended June 30, 2003 Compared to Three-Month Period Ended June
30, 2002

     The Company's net loss for the three-month period ended June 30, 2003 was
approximately ($85,894) compared to a net loss of approximately ($22,770) for
the three-month period ended June 30, 2002 (an increase of $63,124).

     Total revenue for the three-month periods ended June 30, 2003 and 2002 were
$21,996 and $12,056, respectively (an increase of $9,940). Total revenue
generated during the three-month periods ended June 30, 2003 and 2002 was
comprised of lease income. The increase in revenue during the three-month period
ended June 30, 2003 was primarily due to an increase in the number of gaming
products and shufflers leased to casinos.

     During the three-month period ended June 30, 2003, the Company incurred
operating expenses of $103,098 compared to $38,588 of operating expenses
incurred during the three-month period ended June 30, 2002 (an increase of
$64,510). Operating expenses for the three-month period ended June 30, 2003
primarily consisted of: (i) $88,337 as selling, general and administrative
expenses compared to $23,855 as selling, general and administrative expenses
incurred during the three-month period ended June 30, 2002; (ii) $12,050 as
depreciation expense compared to $11,329 as depreciation expense incurred during
the three-month period ended June 30, 2002; and (iii) $2,711 as amortization
expense compared to $3,404 as amortization expense incurred during the
three-month period ended June 30, 2002. The Company also incurred $4,792 as
interest expense during the three-month period ended June 30, 2003 as compared
to $4,909 incurred during the three-month period ended June 30, 2002. The
increase in operational expenses during the three-month period ended June 30,
2003 compared to the three-month period ended June 30, 2002 was primarily due to
an increase in selling, general and administrative expenses resulting from an
operational emphasis on and increased scale and scope of overall corporate
activity pertaining to the marketing and distribution of the Company's gaming
products (which was primarily attributable to an increase in salaries,
professional fees and travel expenses).

     As discussed above, although the Company generated revenues in the amount
of $21,996 during the three-month period ended June 30, 2003, the increase in
net loss during such period compared to the three-month period ended June 30,
2002 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, 2003 was approximately ($85,894) or ($0.01) per common
share compared to a net loss of approximately ($22,770) or ($0.00) per common
share during the three-month period ended June 30, 2002. The weighted average of
common shares outstanding was 19,023,495 for the three-month period ended June
30, 2003 compared to 17,659,888 for the three-month period ended June 30, 2002.

LIQUIDITY AND CAPITAL RESOURCES

     As of the date of this Quarterly Report, management of the Company believes
that an estimated $500,000 is required over the next fiscal year for payment of
expenses associated with the ongoing business operations of the Company. The
Company generated $48,750 in total revenue during the six-month period ended
June 30, 2003 and $30,856 in total revenue during the six-month period ended
June 30, 2002. Management anticipates that overall generation of revenues will
continue to increase on an annual basis based on existing contracts and
marketability of its gaming products. Management believes that the Company can
satisfy its cash requirements for approximately the next six months based on its
ability to successfully generate revenues from the marketing of its gaming
products and to obtain advances from certain investors and related parties, as
necessary.

     The Company has only recently generated sufficient cash flow to partially
fund its operations and activities. 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 future success and viability are primarily
dependent upon the ability of the Company's current management to (i) strengthen
and increase its customer base by enhancing the marketability of its products,
and (ii) increase the number of customers and expand into additional markets.
Management is optimistic that the Company will be successful in its capital
raising efforts. There can be no assurance, however, that the Company will be
able to continue to successfully distribute and market its gaming products and
to raise additional capital. 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.

                                       11
<PAGE>

For Six-Month Period Ended June 30, 2003

     As of June 30, 2003, the Company's current assets were $12,957 and its
current liabilities were $404,382, resulting in a working capital deficit of
$391,425. As of June 30, 2003, current assets were comprised of (i) $5,680 in
cash; (ii) $4,500 in accounts receivable; and (iii) $2,777 in inventory.

     As of June 30, 2003, current liabilities were comprised of (i) $230,669 in
notes payable; (ii) $69,000 in notes payable to stockholders; (iii) $68,815 in
accounts payable to related party; and (iv) $35,898 in accounts payable and
accrued expenses.

     As of June 30, 2003, the Company's total assets were $477,224 and its total
liabilities were $404,382. As of June 30, 2003, the Company's total assets
exceeded its total liabilities by $72,842. As of June 30, 2003, the Company's
total assets consisted primarily of (i) $12,957 in current assets; (ii) $155,358
in net cost equipment; (iii) $81,114 net cost of intangible assets; (iv)
$162,100 in valuation of game rights; (v) $52,699 in non-current inventory; (vi)
$5,496 in loan receivable from shareholder; and (vii) $7,500 in purchase
options. As of June 30, 2003, the Company's total liabilities consisted
primarily of $477,224 in current liabilities.

     Stockholders' equity decreased from $139,737 for the three-month period
ended March 31, 2003 to $72,842 for the six-month period ended June 30, 2003.

     For the six-month period ended June 30, 2003, net cash flows used by
operating activities was ($137,680) compared to net cash flows used by operating
activities of ($1,060) for the six-month period ended June 30, 2002. The
increase in net cash flows used by operating activities during the six-month
period ended June 30, 2003 compared to the six-month period ended June 30, 2002
resulted primarily from (i) a net loss of ($185,969) incurred during the
six-month period ended June 30, 2003 compared to a net loss of ($39,946)
incurred during the six-month period ended June 30, 2002; (ii) an increase in
purchase options expired to $12,000 during the six-month period ended June 30,
2003 compared to $-0- recorded during the six-month period ended June 30, 2002.

     For the six-month period ended June 30, 2003, net cash flows provided by
financing activities was $136,914 compared to net cash flows provided by
financing activities of ($976) for the six-month period ended June 30, 2002. The
increase during the six-month period ended June 30, 2003 was primarily
attributable to $147,164 in proceeds from issuance of common stock and $38,815
in proceeds from related party accounts payable.

                                       12
<PAGE>

     For the six-month period ended June 30, 2003, net cash flows used by
investing activities was ($1,625) compared to $-0- during the six-month period
ended June 30, 2002, resulting primarily from purchase of fixed assets.

SOURCES OF FUNDING/MATERIAL COMMITMENTS

Material Commitments

     Cranford Assignment Agreement. A significant and estimated material
commitment for the Company for fiscal year 2003 is the amounts due and owing
under an assignment agreement with Mr. Tony Cranford dated January 19, 2001 (the
"Cranford Assignment Agreement"). Pursuant to the Cranford Assignment Agreement,
Mr. Cranford assigned all of his right, title and interest in Bet the House,
including his rights to the provisional patent application no. 60/240.091, to
the Company. In accordance with the terms and provisions of the Cranford
Assignment Agreement, the Company agreed to pay Mr. Cranford (i) for a period of
six months a monthly royalty fee of $175.00 for each Bet the House game that the
Company leases to a third party during the six month period; and (ii) an
aggregate purchase price of either (a) an amount to be calculated by multiplying
the average monthly gross revenues generated by the Company for each Bet the
House game leased during the six month period by three, or (b) $30,000,
whichever is greater. The terms of Cranford Assignment Agreement further provide
that such aggregate purchase price may be paid by the Company to Mr. Cranford on
a monthly basis or in one aggregate payment, with such aggregate purchase price
to be paid in full no later than March 31, 2002.

     As of the date of this Quarterly Report, Mr. Cranford has not received any
payments from the Company and has agreed to extend such payment date to
September 30, 2003. Management has not determined the manner of payment to be
made to Mr. Cranford and may not make such determination until the Company is
adequately funded and several Bet the House games have been successfully
marketed and generating revenues.

     Asset Purchase Agreement. A significant and estimated material commitment
for the Company for fiscal year 2003 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 $28,177.40 under the terms of the Summit Promissory Note.

                                       13
<PAGE>

     Loans from Shareholders. A significant and estimated material commitment
for the Company for fiscal year 2003 is the amount of $69,000.00 due and owing
certain shareholders of the Company. Certain shareholders of the Company
previously advanced an aggregate of $69,000.00 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

PLAN OF OPERATION

Funding

     As of the date of this Quarterly Report, the Company is engaged in an
offering pursuant to which it intends to raise an aggregate of $1,000,000. In
accordance with the terms and provisions of the Private Placement Memorandum,
the Company will offer and sell 4,000 shares of Series A Convertible Preferred
Stock at $250.00 per share. Each share of Series A Convertible Preferred Stock
will be convertible into two hundred shares of restricted common stock at any
time after December 31, 2001. The Series A Convertible Preferred Stock will be
senior to the common stock with respect to dividends and upon liquidation,
dissolution or winding up. The securities will not be registered under the 1933
Securities Act and will therefore be offered pursuant to an exemption from
registration provided by Section 4(2) and Regulation D, Rule 506, of the 1933
Securities Act. As of the date of this Quarterly Report, the Company has sold
and issued 96 shares of Series A Convertible Preferred Stock to nineteen
investors for aggregate proceeds of $24,000.

     As of the date of this Quarterly Report, the Company is engaged in an
offering pursuant to which it intends to raise an aggregate of $1,000,000.00. In
accordance with the terms and provisions of the Private Placement Memorandum,
the Company is offering and selling 2,222,222 shares of its restricted common
stock at $0.45 per share. The securities are not registered under the 1933
Securities Act and are therefore being offered pursuant to an exemption from
registration provided by Section 4(2) and Regulation D, Rule 506, of the
Securities Act. As of the date of this Quarterly Report, the Company has
received $89,100.00 in gross proceeds. The Company has issued 198,000 shares of
its restricted common stock to six investors, none of which were accredited
investors.

     As of the date of this Quarterly Report, the Company is engaged in a
Regulation S offering pursuant to which it intends to sell up to 5,000,000
shares of its restricted common stock to non-U.S. residents at a purchase price
of twenty percent (20%) of the bid price per share as quoted on the OTC Bulletin
Board on the date of sale execution. The securities are not registered under the
Securities Act and are therefore being offered pursuant to an exemption from
registration provided by Section 4(2) and Regulation S of the Securities Act. As
of the date of this Quarterly Report, the Company has received $128,164 in gross
proceeds and has issued approximately 912,540 shares of its restricted common
stock to twenty investors.

     Management intends to use net proceeds received from the offerings for the
Company's capital requirements, which consist primarily of marketing,
advertising and travel expenses and professional fees.

     Based upon a twelve-month plan proposed by management, it is anticipated
that the Company's operational work plan will require approximately $500,000 of
financing designed to fund the general business operations. 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

                                       14
<PAGE>

commitments within the next twelve months. It is anticipated that any
expenditures to be incurred by the Company will be operational. Management
anticipates that a substantial portion of the initial budget of $500,000 for the
twelve-month work plan, which includes such expenditures, will be funded
pursuant to public or private offerings, including the private placement
offering described above under Regulation D, Rule 506 and Regulation S, of its
debt or equity securities and future advancements. The Company may not be able
to raise such funds and, therefore, the successful marketing of its products may
not be accomplished.

     From the date of this Quarterly Report, management believes that the
Company can satisfy its cash requirements for approximately the next six months
based on its ability to obtain advances from certain investors and related
parties. In the event the Company is unable to obtain advances from certain
investors and related parties, management believes that the Company can satisfy
its cash requirements for approximately the next three months from its liquid
assets.

     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.

ITEM 3. CONTROLS AND PROCEDURES

     (a) The Company, under the supervision of the President, has conducted an
evaluation of the effectiveness of the design and operation of the Company's
disclosure controls and procedures within ninety (90) days of the filing date of
this Quarterly Report. Based upon the results of this evaluation, the Company
believes that they maintain proper procedures for gathering, analyzing and
disclosing all information in a timely fashion that is required to be disclosed
in its reports under the Securities Exchange Act of 1934, as amended. There have
been no significant changes in the Company's controls subsequent to the
evaluation date.

     (b) There were no significant changes in the Company's internal control or
in other factors that could significantly affect the Company's internal controls
subsequent to the evaluation date.

                                       15
<PAGE>

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     No report required.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

(a)  On June 25, 2003, the Company and Mercatus & Partners Ltd. ("Mercatus")
     entered into a collateral loan agreement and promissory note (the "Loan
     Agreement") pursuant to which Mercatus agreed to use it best efforts to
     provide the Company an aggregate loan in the maximum amount of $1,200,000
     to be distributed across multiple tranches. Pursuant to the terms of the
     Loan Agreement, on June 25, 2003, the Company issued to Mercatus 5,725
     shares of Class A Preferred Stock, and on July 1, 2003, the Company issued
     to Mercatus 8,588 shares of Class A Preferred Stock, which Class A
     Preferred Stock was issued as collateral. The Company issued the shares in
     reliance upon the exemption from registration provided by Section 4(2). As
     of the date of this Quarterly Report, the Company has not received any loan
     proceeds from Mercatus under the Loan Agreement.

(b)  On August 17, 2003, the Company and John Delello ("Delello") entered into
     the Go Fish Option pursuant to which Delello granted to the Company an
     option from August 17, 2003 through August 17, 2004 to acquire the
     ownership rights from Delello to the Go Fish 21 patent. Pursuant to the
     terms of the Go Fish Option, the Company issued to Delello an aggregate of
     50,000 shares of its restricted Common Stock. The Company issued the shares
     in reliance upon the exemption from registration provided by Section 4(2)
     and Rule 506 of Regulation D under the Securities Act.

(c)  On August 17, 2003, the Company and Phil Demarest ("Demarest") entered into
     the 21 Draw Poker Option pursuant to which Demarest granted to the Company
     an option from August 17, 2003 through August 17, 2004 to acquire the
     ownership rights from Demarest to the 21 Draw Poker patent. Pursuant to the
     terms of the 21 Draw Poker Option, the Company issued to Demarest an
     aggregate of 10,000 shares of its restricted Common Stock. The Company
     issued the shares in reliance upon the exemption from registration provided
     by Section 4(2) and Rule 506 of Regulation D under the Securities Act.

     On approximately June 28, 2002, Thomas Sawyer and Tony Cranford entered
into an agreement and understanding with Robert L. Stevens and Jodi K. Stevens
(collectively, the "Debtors") and Rapid Funding LLC (the "Secured Party")
pursuant to which the Debtors agreed to facilitate and effect the Secured
Party's acquisition of a 51% controlling interest in the Company. In lieu of
such requirement set forth in the agreement and understanding, Thomas Sawyer and
Tony Cranford have entered into a stock pledge agreement with Debtors and
Secured Party (the "Stock Pledge Agreement"). Pursuant to the provisions of the
Stock Pledge Agreement, Messrs. Sawyer and Cranford each agreed to pledge
4,500,000 shares of Common Stock held of record, respectively, to secure a
certain loan in the principal amount of $163,500.00 as evidenced by a promissory
note made by Debtors payable to Secured Party. In accordance with the Stock
Pledge Agreement, Messrs. Sawyer and Cranford have assigned and pledged an
aggregate of 9,000,000 shares of Common Stock held of record to Secured Party,
and Secured Party has a first lien and perfected security interest in such
shares of Common Stock.

     The following table sets forth the name and address, as of the date of this
Annual 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.

--------------------------------------------------------------------------------
Title of Class     Name and Address            Amount and Nature        Percent
                   of Beneficial Owner              of Class            of Class
--------------------------------------------------------------------------------
                                                       (1)(2)(3)(4)(6)
Common Stock      Thomas E. Sawyer                 6,395,750             35.20%
                  3101 Riverside Drive
                  Idaho Springs, CO 80452

                                                       (1)(2)(3)(5)(6)
Common Stock      Tony A. Cranford                 7,093,350             39.04%
                  12252 W. Chenango Drive
                  Morrison, CO 80465

Common Stock      Officers and directors as a     13,489,100             74.24%
                  Group (2)

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

     (1)  On September 16, 1998, Tony A. Cranford and Thomas E. Sawyer each
          exchanged their previously owned 10,200 shares of common stock,
          respectively, for 38,000 shares of Preferred Stock, respectively, for
          a total of 76,000 shares of Preferred Stock issued and outstanding.
          The provisions of the Articles of Incorporation provided that each
          share of Preferred Stock had the voting rights equivalent to 500
          shares of Common Stock as if converted and, that after September 16,
          1998, each share of Preferred Stock may be converted into such 500
          shares of Common Stock. On January 23, 2001, both Thomas E. Sawyer and
          Tony A Cranford elected to convert their 38,000 shares of Preferred
          Stock into 7,600,000 shares of Common Stock, respectively, at the rate
          of one share of Preferred Stock for 200 shares of Common Stock, for a
          total of 15,200,000 shares of Common Stock.

     (2)  These are restricted shares of Common Stock.

     (3)  Does not include the assumption of the exercise of options, warrant,
          rights, conversion privileges or similar obligations to acquire shares
          of common stock within sixty days. Although the board of directors
          adopted a Non-Qualified Stock Option Plan to purchase an aggregate of
          1,000,000, no options have been granted to date. There are no other
          similar obligations outstanding.

     (4)  As of the date of this Quarterly Report, Mr. Sawyer has gifted
          approximately 1,190,250 shares of restricted Common Stock and has sold
          14,000 shares of restricted Common Stock pursuant to private sales,
          resulting in 6,395,750 shares of Common Stock held of record.

     (5)  As of the date of this Quarterly Report, Mr. Cranford has gifted
          approximately 358,150 shares of restricted Common Stock and has sold
          148,500 shares of restricted Common Stock pursuant to private sales,
          resulting in 7,093,350 shares of Common Stock held of record.

     (6)  In the event the Debtors should default on the promissory note with
          the Secured Party, pursuant to the terms of the Stock Pledge
          Agreement, the Secured Party may foreclose on the 4,500,000 shares
          held of record by Thomas Sawyer and on the 4,500,000 shares held of
          record by Tony Cranford (which 9,000,000 shares have been pledged to
          secure Debtor's obligations to the Secured Party), and may sell such
          shares to a third party. As of the date of this Quarterly Report, the
          Company has not received any notice of default.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     No report required.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No report required.

ITEM 5. OTHER INFORMATION

     No report required.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

Reports:

     8-K Item 4. Changes in Registrant's Certifying Accountant filed on
     July 9, 2003

Exhibits:

     99.1 Certification Pursuant to 18 U.S.C. Section 1350.
     99.2 Certification Pursuant to 18 U.S.C. Section 1350.
     99.3 Certification Pursuant to 18 U.S.C. Section 1350.


SIGNATURES

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


                                         TEN STIX INC.

Dated: October 7, 2003                   By: /s/ Thomas E. Sawyer
                                         ------------------------
                                         Thomas E. Sawyer, President/
                                         Treasurer/Chief Executive Officer


Dated: October 7, 2003                   By: /s/ Tony A. Cranford
                                         ------------------------
                                         Tony A. Cranford, Vice President/
                                         Chief Financial Officer


                                       16