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 March 31, 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 May 10, 2003
-----                                       -----------------------------------
Common Stock, $0.001 par value                          19,083,228

Transitional Small Business Disclosure Format (check one)

         Yes              No      X

<PAGE>

PART I.  FINANCIAL INFORMATION

      ITEM 1. FINANCIAL STATEMENTS

            BALANCE SHEETS AS OF MARCH 31, 2003                             2

            STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED
            MARCH 31, 2003 AND 2002                                         3

            STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED
            MARCH 31, 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>
<TABLE>
<CAPTION>

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                 TEN STIX, INC.
                                  BALANCE SHEET

                                                                    March 31, 2003
                                                                    --------------
                                                                      (Unaudited)
                                     ASSETS
CURRENT ASSETS:
<S>                                                                   <C>
     Cash                                                             $    14,808
     Accounts Receivable                                                    4,500
     Inventory                                                              2,774
                                                                      -----------

                    Total Current Assets                                   22,082
                                                                      -----------

EQUIPMENT, at cost, net                                                   165,783

INVENTORY, non-current                                                     52,699

LOAN RECEIVABLE - STOCKHOLDER                                               8,500

PURCHASE OPTIONS                                                            7,500

INTANGIBLE ASSETS, net                                                     83,825

GAME RIGHTS                                                               162,100
                                                                      -----------

                                                                      $   502,489
                                                                      ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable and accrued expenses                            $    28,309
     Accounts payable, related party                                       30,000
     Notes payable                                                        235,443
     Notes payable, stockholders                                           69,000
                                                                      -----------

                    Total Current Liabilities                             362,752
                                                                      -----------

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; 19,083,228 issued and outstanding                       19,083
     Additional paid-in capital                                         1,102,118
     Accumulated (deficit)                                               (981,465)
                                                                      -----------

                    Total Stockholders' Equity                            139,737
                                                                      -----------

                                                                      $   502,489
                                                                      ===========

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       2
<PAGE>

                                 TEN STIX, INC.
                            STATEMENTS OF OPERATIONS

                                                  For the Three   For the Three
                                                   Months Ended    Months Ended
                                                  March 31, 2003  March 31, 2002
                                                  --------------  --------------
                                                    (Unaudited)     (Unaudited)
REVENUES:
      Lease income                                 $     26,754    $     18,800
                                                   ------------    ------------

EXPENSES:
      Selling, general and administrative               108,081          21,243
      Depreciation                                       12,243          11,329
      Amortization                                        2,711           3,404
                                                   ------------    ------------

             Total Expenses                             123,035          35,976
                                                   ------------    ------------

OPERATING (LOSS)                                        (96,281)        (17,176)
                                                   ------------    ------------

OTHER INCOME (EXPENSE):
      Interest expense                                   (3,794)           --
                                                   ------------    ------------

NET (LOSS)                                         $   (100,075)   $    (17,176)
                                                   ============    ============


NET (LOSS) PER SHARE, BASIC AND DILUTED            $      (0.01)              *
                                                   ============    ============

Weighted average number of
    common shares outstanding, basic and diluted     18,983,495      17,659,888
                                                   ============    ============


*Less than $.01 per share



                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       3
<PAGE>

                                                TEN STIX, INC.
                                          STATEMENTS OF CASH FLOWS

                                                                              For the Three      For the Three
                                                                              Months Ended        Months Ended
                                                                              March 31,2003      March 31, 2002
                                                                              -------------      --------------
                                                                               (Unaudited)         (Unaudited)
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:

Net (loss)                                                                      $(100,075)         $ (17,176)
Adjustments to reconcile net (loss) to net cash from operating
    activities:
              Depreciation and amortization                                        14,954             14,733
              Amortization of debt discounts                                        3,780               --
              Contributed services provided at no charge                             --                3,750
              Purchase Options Expired                                             12,000               --
              Changes in assets and liabilities:
              Inventory                                                              (751)              --
              Accounts receivable                                                  (4,500)               320
              Accounts payable and accrued expenses                                (6,345)              --
                                                                                ---------          ---------

                          Net Cash Provided (Used) by Operating Activities        (80,937)             1,627
                                                                                ---------          ---------

CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
              Payments on notes payable                                           (38,491)            (2,014)
              Proceeds from issuance of common stock                              128,165               --
              Proceeds from issuance of preferred stock                              --                  500
              Payment on loans from stockholders                                   (2,000)              --
                                                                                ---------          ---------

                          Net Cash Provided (Used) by Financing Activities         87,674             (1,514)
                                                                                ---------          ---------

INCREASE (DECREASE) IN CASH                                                         6,737                113

Cash and Cash Equivalents at Beginning of Period                                    8,071                307
                                                                                ---------          ---------

Cash and Cash Equivalents at End of Period                                      $  14,808          $     420
                                                                                =========          =========


                                SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                                    4
</TABLE>
<PAGE>

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited financial statements include the accounts of Ten
Stix, Inc. (the "Company"). The financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and in accordance with the instructions for Form 10-QSB/A.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles.

In the opinion of management, the unaudited interim financial statements for the
three months ended March 31, 2003 are presented on a basis consistent with the
audited financial statements and reflect all adjustments, consisting only of
normal recurring accruals, necessary for fair presentation of the results of
such period. The results for the three months ended March 31, 2003 are not
necessarily indicative of the results of operations for the full year. These
unaudited financial statements should be read in conjunction with the audited
financial statements and notes thereto included in the Company's Annual Report
on Form 10-KSB of the year ended December 31, 2002.

Certain amounts in the prior period's financial statements have been
reclassified for comparative purposes to conform to the current year
presentation.

NOTE 2 - PURCHASE OPTIONS

The Company did not exercise their option to purchase the video rights for
"Bonus 6 Stud Poker"; therefore, the $12,000 cost was expensed during the
quarter.

NOTE 3 - NOTES PAYABLE

During January 2003 the Company paid the remaining balance due on an $80,000
promissory note due to an individual, at which time the Company was required to
begin making payments on a $220,000 note payable. The Company paid $28,177 in
accordance with the terms of the note.

NOTE 4 - STOCKHOLDERS' EQUITY

The Company sold 912,540 shares of common stock for $128,165 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
sale.

                                       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 three-month period ended March 31, 2003, the Company generated
approximately $26,754 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.

RESULTS OF OPERATION

Three-Month Period Ended March 31, 2003 Compared to Three-Month Period Ended
March 31, 2002

     The Company's net loss for the three-month period ended March 31, 2003 was
approximately ($100,075) compared to a net loss of approximately ($17,176) for
the three-month period ended March 31, 2002 (an increase of $82,899).

     Total revenue for the three-month periods ended March 31, 2003 and 2002
were $26,754 and $18,800, respectively (an increase of $7,954). Total revenue
generated during the three-month periods ended March 31, 2003 and 2002 was
comprised of lease income. The increase in revenue during the three-month period
ended March 31, 2003 was primarily due to an increase in the number of gaming
products and shufflers leased to casinos.

     During the three-month period ended March 31, 2003, the Company incurred
operating expenses of $123,035 compared to $35,976 of operating expenses
incurred during the three-month period ended March 31, 2002 (an increase of
$87,059). Operating expenses for the three-month period ended March 31, 2003
primarily consisted of: (i) $108,081 as selling, general and administrative
expenses compared to $21,243 as selling, general and administrative expenses
incurred during the three-month period ended March 31, 2002; (ii) $12,243 as
depreciation expense compared to $11,329 as depreciation expense incurred during
the three-month period ended March 31, 2002; and (iii) $2,711 as amortization
expense compared to $3,404 as amortization expense incurred during the
three-month period ended March 31, 2002. The Company also incurred $3,794 as
interest expense during the three-month period ended March 31, 2003 as compared
to $-0- incurred during the three-month period ended March 31, 2002. The
increase in operational expenses during the three-month period ended March 31,
2003 compared to the three-month period ended March 31, 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 $26,754 during the three-month period ended March 31, 2003, the increase in
net loss during such period compared to the three-month period ended March 31,
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 March 31, 2003 was approximately ($100,075) or ($0.01) per common
share compared to a net loss of approximately ($17,176) or ($0.00) per common
share during the three-month period ended March 31, 2002. The weighted average
of common shares outstanding was 18,983,495 for the three-month period ended
March 31, 2003 compared to 17,659,888 for the three-month period ended March 31,
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 $26,754 in total revenue during the three-month period ended
March 31, 2003 and $18,800 in total revenue during the three-month period ended
March 31, 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 Three-Month Period Ended March 31, 2003

     As of March 31, 2003, the Company's current assets were $22,082 and its
current liabilities were $362,752, resulting in a working capital deficit of
$340,670. As of March 31, 2003, current assets were comprised of (i) $14,808 in
cash; (ii) $4,500 in accounts receivable; and (iii) $2,774 in inventory.

     As of March 31, 2003, current liabilities were comprised of (i) $235,443 in
notes payable; (ii) $69,000 in notes payable to stockholders; (iii) $30,000 in
accounts payable to related party; and (iv) $28,309 in accounts payable and
accrued expenses.

     As of March 31, 2003, the Company's total assets were $502,489 and its
total liabilities were $362,752. As of March 31, 2003, the Company's total
assets exceeded its total liabilities by $139,737. As of March 31, 2003, the
Company's total assets consisted primarily of (i) $22,082 in current assets;
(ii) $165,783 in net cost equipment; (iii) $83,825 net cost of intangible
assets; (iv) $162,100 in valuation of game rights; (v) $52,699 in non-current
inventory; (vi) $8,500 in loan receivable from shareholder; and (vii) $7,500 in
purchase options. As of March 31, 2003, the Company's total liabilities
consisted primarily of $362,752 in current liabilities.

     Stockholders' equity increased from $111,647 for fiscal year ended December
31, 2002 to $139,737 for the three-month period ended March 31, 2003.

     For the three-month period ended March 31, 2003, net cash flows used by
operating activities was ($80,937) compared to net cash flows provided by
operating activities of $1,627 for the three-month period ended March 31, 2002.
The increase in net cash flows used by operating activities during the
three-month period ended March 31, 2003 compared to the three-month period ended
march 31, 2002 resulted primarily from (i) a net loss of ($100,075) incurred
during the three-month period ended March 31, 2003 compared to a net loss of
($17,176) incurred during the three-month period ended March 31, 2002; (ii) an
increase in accounts payable and accrued expenses to ($6,345) during the
three-month period ended March 31, 2003 compared to $-0- during the three-month
period ended March 31, 2002; and (iii) an increase in accounts receivable to
($4,500) during the three-month period ended March 31, 2003 compared to $-0-
during the three-month period ended March 31, 2002.

     For the three-month period ended March 31, 2003, net cash flows provided by
financing activities was $87,674 compared to net cash flows used by financing
activities of ($1,514) for the three-month period ended March 31, 2002. The
increase during the three-month period ended March 31, 2003 was primarily
attributable to $128,165 in proceeds from issuance of common stock.

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<PAGE>

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 June 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 payable upon
demand, 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, AJ. Robbins, P.C., 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

     No report required.

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

     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


                                       16