UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             _______________________

                                   FORM 10-QSB/A-1

          QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

               For Quarterly period Ended: September 30, 2004; or
                                           ------------------

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

                For the transition period __________ to __________

                         Commission File Number: 0-32323
                             _______________________

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

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


             10631 E. Running Deer Trail, Scottsdale, Arizona 85262
             ------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (480) 419-8607
                                 --------------
              (Registrant's telephone number, including area code)

     Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that a
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes _X_  No ___

     The number of shares outstanding of the registrant's common stock, $0.001
par value, as of September 30, 2004, was 55,556,128.

     Transitional Small Business Disclosure Format. Yes ___  No _X_

<PAGE>

                                 TEN STIX, INC.

                              Report on Form 10-QSB/A-1

                    For the Quarter Ended September 30, 2004
<TABLE>
<CAPTION>
                                      INDEX
<S>    <C>                                                                 <C>

                                                                           Page
Part I.  Financial Information

      Item 1.  Financial Statements (unaudited)...........................   2
               Balance Sheet .............................................   3
               Statements of Operations ..................................   4
               Statements of Cash Flows...................................   5
               Notes to the Financial Statements .........................   6

      Item 2.  Management's Discussion and Analysis or Plan of Operation .  18

      Item 3.  Controls and Procedures ...................................  27

Part II. Other Information

      Item 1.  Legal Proceedings .........................................  27

      Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds  28

      Item 3.  Defaults Upon Senior Securities ...........................  31

      Item 4.  Submission of Matters to a Vote of Security Holders .......  31

      Item 5.  Other Information .........................................  34

      Item 6.  Exhibits and Reports on Form 8-K ..........................  39

</TABLE>

<PAGE>

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements.

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

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

<PAGE>


                          TEN STIX, INC. AND SUBSIDIARY
                           Consolidated Balance Sheets
<TABLE>
<CAPTION>
                                     ASSETS
                                     ------
                                                                     September 30,   December 31,
                                                                         2004            2003
                                                                     ------------    ------------
                                                                      (Unaudited)
<S>                                                                   <C>            <C>


CURRENT ASSETS

   Cash                                                              $     7,629     $     3,614
   Accounts receivable                                                         -           3,900
   Inventory                                                               2,774           3,487
                                                                     ------------    ------------
     Total Current Assets                                                 10,403          11,001
                                                                     ------------    ------------
FIXED ASSETS, NET                                                         93,100         134,545
                                                                     ------------    ------------
OTHER ASSETS

   Inventory, non-current                                                 52,699          51,986
   Stockholders advances                                                     827               -
   Intangible assets, net                                                 67,559          75,692
                                                                     ------------    ------------
     Total Other Assets                                                  121,085         127,678
                                                                     ------------    ------------
     TOTAL ASSETS                                                    $   224,588     $   273,224
                                                                     ============    ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ---------------------------------------------

CURRENT LIABILITIES

   Accounts payable and accrued expenses                             $   254,876     $    90,610
   Accounts payable - related party                                       16,282         140,804
   Accrued salary payable                                                 82,290               -
   Notes payable                                                         175,733         191,633
   Notes payable, stockholders                                           268,269          76,500
                                                                     ------------    ------------
     Total Current Liabilities                                           797,450         499,547
                                                                     ------------    ------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)

   Preferred A stock, $250 par value, 10,000 shares authorized;
    96 shares issued and outstanding                                      24,000          24,000
   Preferred B stock, $0.05 par value, 3,000,000 shares authorized;
    2,500,000 shares issued and outstanding                              125,000               -
   Common stock; $.001 par value, 500,000,000 shares authorized;
    55,556,128 and 21,018,228 and issued and outstanding,
    respectively                                                          55,556          21,018
   Additional paid-in capital                                          1,714,479       1,187,031
   Accumulated deficit                                                (2,491,897)     (1,458,372)
                                                                     ------------    ------------
     Total Stockholders' Equity (Deficit)                               (572,862)       (226,323)
                                                                     ------------    ------------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)            $   224,588     $   273,224
                                                                     ============    ============
</TABLE>

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

                                       3
<PAGE>

                          TEN STIX, INC. AND SUBSIDIARY
                      Consolidated Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                  For the Nine Months Ended     For the Three Months Ended
                                                         September 30,                 September 30,
                                                ---------------------------     ---------------------------
                                                    2004           2003             2004           2003
                                                -----------     -----------     -----------     -----------
<S>                                             <C>             <C>             <C>             <C>
REVENUE

   Net sales                                    $    90,435     $    74,762     $    31,469     $    26,012
                                                -----------     -----------     -----------     -----------
EXPENSES

   Cost of sales                                      4,711               -               -               -
   Selling, general and administrative            1,003,623         344,912         170,346         148,494
   Depreciation                                      36,735          36,343          12,245          12,050
   Amortization                                       8,133           8,133           2,711           2,711
                                                -----------     -----------     -----------     -----------
     Total Expenses                               1,053,202         389,388         185,302         163,255
                                                -----------     -----------     -----------     -----------
OPERATING LOSS                                     (962,767)       (314,626)       (153,833)       (137,243)
                                                -----------     -----------     -----------     -----------
OTHER EXPENSE

   Interest expense                                 (55,758)        (12,720)        (46,989)         (4,134)
                                                -----------     -----------     -----------     -----------
       Total Other Expense                          (55,758)        (12,720)        (46,989)         (4,134)
                                                -----------     -----------     -----------     -----------
NET LOSS                                        $(1,018,525)   $   (327,346)    $  (200,822)    $  (141,377)
                                                ===========     ===========     ===========     ===========
BASIC LOSS PER SHARE                            $     (0.02)   $      (0.02)    $     (0.00)    $     (0.01)
                                                ===========     ===========     ===========     ===========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING, BASIC AND
DILUTED                                          44,058,106      19,018,784      55,010,176      19,221,114
                                                ===========     ===========     ===========     ===========
</TABLE>

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

                                       4
<PAGE>

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

   Net loss                                                            $ (1,018,525)   $   (327,346)
   Adjustments to reconcile net loss to net cash
    from operating activities:
     Depreciation and amortization                                           44,868          44,476
     Notes issued for services                                               56,352               -
     Amortization of debt discounts                                           5,040          11,380
     Non-cash interest expense associated with beneficial
      conversion feature on debt                                             46,250               -
     Purchase options expired                                                     -          12,000
     Common stock issued for services                                       518,110          25,000
   Changes in assets and liabilities:
       (Increase) Decrease Accounts receivable                                3,900          (4,995)
       Decrease in Fixed assets                                               4,711               -
       Increase in Inventory                                                      -            (754)
       Increase in Accounts payable and accrued expenses                    257,450         101,436
       Increase (Decrease) in Stockholder advances                             (827)          2,611
                                                                       ------------    ------------
       Net Cash Used by Operating Activities                                (82,671)       (136,192)
                                                                       ------------    ------------
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                                   -          38,915
   Proceeds from notes payable                                               27,660               -
   Payments on notes payable                                                (33,600)        (53,640)
   Proceeds from issuance of common stock                                    92,626         147,164
   Proceeds from loans from stockholders                                          -           5,500
   Payment on loans from stockholders                                             -          (2,000)
                                                                       ------------    ------------
       Net Cash Provided by Financing Activities                             86,686         135,939
                                                                       ------------    ------------
INCREASE (DECREASE) IN CASH                                                   4,015          (1,878)

CASH AT BEGINNING OF PERIOD                                                   3,614           8,071
                                                                       ------------    ------------
CASH AT END OF PERIOD                                                  $      7,629    $      6,193
                                                                       ============    ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

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

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:

   Common stock issued for services                                    $    518,110    $          -

</TABLE>

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

                                       5
<PAGE>

                          TEN STIX, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                    September 30, 2004 and December 31, 2003

NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

     The accompanying unaudited condensed consolidated financial statements have
been prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted in accordance with
such rules and regulations. The information furnished in the interim condensed
consolidated financial statements include normal recurring adjustments and
reflects all adjustments, which, in the opinion of management, are necessary for
a fair presentation of such financial statements. Although management believes
the disclosures and information presented are adequate to make the information
not misleading, it is suggested that these interim condensed consolidated
financial statements be read in conjunction with the Company's most recent
audited financial statements and notes thereto included in its December 31, 2003
Annual Report on Form 10-KSB. Operating results for the nine months ended
September 30, 2004 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2004.

NOTE 2 - GOING CONCERN

     The Company's financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a going
concern, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The Company's continuation as a
going concern is dependent upon its ability to generate sufficient cash flow
from operations to meet its obligations on a timely basis and/or obtain
financing as may be required. The Company has incurred net losses from
operations since inception and has an accumulated deficit of $2,430,647 and a
working capital deficit of $787,047 as of September 30, 2004.

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

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

                                       6
<PAGE>

                          TEN STIX, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                    September 30, 2004 and December 31, 2003

NOTE 2 - GOING CONCERN (Continued)

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

NOTE 3 - MATERIAL EVENTS

     Litigation
     ----------

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

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

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

                                       7
<PAGE>

                          TEN STIX, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                    September 30, 2004 and December 31, 2003

NOTE 3 - MATERIAL EVENTS (Continued)

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

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

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

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

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

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

                                       8
<PAGE>

                          TEN STIX, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                    September 30, 2004 and December 31, 2003

NOTE 3 - MATERIAL EVENTS (Continued)

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

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

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

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

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

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

                                       9
<PAGE>

                          TEN STIX, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                    September 30, 2004 and December 31, 2003

NOTE 3 - MATERIAL EVENTS (Continued)

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

     transaction, without the prior written consent of Rapid Funding, which
     consent may be withheld or conditioned in Rapid Funding's sole discretion.

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

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

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

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

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

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

                                       10
<PAGE>

                          TEN STIX, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                    September 30, 2004 and December 31, 2003

NOTE 3 - MATERIAL EVENTS (Continued)

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

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

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

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

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

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

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

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

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

                                       11
<PAGE>


                          TEN STIX, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                    September 30, 2004 and December 31, 2003

NOTE 3 - MATERIAL EVENTS (Continued)

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

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

     During September 2004, the Company executed a note payable (the Note) with
Robert Brehm in the principal amount of $3,600. Under the terms of the Note, the
note can be converted into Series B preferred stock at a conversion of $0.05 per
share.

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

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

     As of September 30, 2004, the Company has made no interest payments on this
convertible debenture. None of the convertible debenture has been converted into
common stock to date. Interest expense recognized by the Company for this
debenture at September 30, 2004 amounted to $46,250.

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

                                       12
<PAGE>

                          TEN STIX, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                    September 30, 2004 and December 31, 2003

NOTE 3 - MATERIAL EVENTS (Continued)

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

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

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

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

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

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

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

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

                                       13
<PAGE>

                          TEN STIX, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                    September 30, 2004 and December 31, 2003

NOTE 3 - MATERIAL EVENTS (Continued)

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

     On the date of issuance of the Preferred Stock Series B, the effective
conversion price was at a discount to the price of the common stock into which
the Preferred Stock was convertible. The beneficial conversion feature has been
reflected as a dividend immediately due to the ability to convert immediately.
As a result, the Company recorded $15,000 dividend relative to the beneficial
conversion feature witha a corresponding increase in retained deficit.

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

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

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

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

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

                                       14
<PAGE>

                          TEN STIX, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                    September 30, 2004 and December 31, 2003

NOTE 3 - MATERIAL EVENTS (Continued)

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

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

     Management
     ----------

     During September 2004, Tony Cranford and Thomas Sawyer resigned as officers
and directors of the Company. David Keaveney was appointed as president, CEO,
CFO, and a director of the Company.

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

     During the quarter ended September 30, 2004, the Company issued 20,400,000
shares of common stock for services rendered valued at $60,780, or an average
market price of $0.003 per share.

     During the nine months ended September 30, 2004, the Company issued
15,337,500 shares of common stock for the exercise of stock options (see Note
4). The Company received $92,626 in cash from the exercise of the options or an
average of $0.006 per share.

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

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

     During August 2004, the Company agreed to allow the conversion of 96 shares
of Preferred Stock Series A into 500 shares of common stock per each share of
Preferred Stock Series A held. As of September 30, 2004, no conversions had been
made and no beneficial conversion feature was attributed to this event.

     During August 2004, the Company issued 14,000,000 shares of the Company's
common stock to consultants for services rendered valued at $35,500.

     Preferred Stock
     ---------------

     During June 2004, the Company increased the par value of its Series A
Preferred Stock from $.001 per share to $250 per share. The effect of this
change has been shown retroactively in the consolidated financial statements.

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

     On August 6, 2004, the Company entered into a consulting agreement with a
consultant. Under the terms of the agreement, the Company will compensate
consultant $10,000 per month along with pre-approved out of pocket expenses
until expiration of the contract on July 31, 2005.

                                       15
<PAGE>

                          TEN STIX, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                    September 30, 2004 and December 31, 2003

NOTE 3 - MATERIAL EVENTS (Continued)

     Commitments and Contingencies (Continued)
     -----------------------------

     In October 2004, the Company entered into a promissory note (the Note) with
A.J. Robbins, P.C. for the principal amount of $16,693, having zero interest.
Under the terms of the Note, six equal payments of $2,783 will be made on or
before the 30th of each month beginning on October 30, 2004 with the final
payment to be made on March 30, 2005.

NOTE 4 - STOCK OPTIONS

     A summary of the status of the Company's outstanding stock options as of
September 30, 2004 and December 31, 2003 and changes during the periods then
ended is presented below:

<TABLE>
<CAPTION>
                                                    September 30, 2004              December 31, 2003
                                                --------------------------      --------------------------

                                                                Weighted                        Weighted
                                                                Average                         Average
                                                                Exercise                        Exercise
                                                Shares          Price           Shares          Price
                                                ----------      ----------      ----------      ----------
              <S>                               <C>             <C>             <C>             <C>
              Outstanding, beginning of
               year                                      -      $        -               -      $        -
              Granted                           15,337,500           0.005               -               -
              Expired/Cancelled                          -               -               -               -
              Exercised                        (15,337,500)          0.005               -               -
                                                ----------      ----------      ----------      ----------
              Outstanding end of period                  -      $        -               -      $        -
                                                ==========      ==========      ==========      ==========
              Exercisable                                -      $        -               -      $        -
                                                ==========      ==========      ==========      ==========
</TABLE>

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

NOTE 5 - RELATED PARTY TRANSACTIONS

     During the nine months ended September 30, 2004, an officer paid expenses
totaling $16,282 on behalf of the Company.

                                       16
<PAGE>

                          TEN STIX, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                    September 30, 2004 and December 31, 2003

NOTE 6 - SUBSEQUENT EVENTS

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

     During October 2004, the Company authorized the issuance of 30,000,000
options to purchase the Company's common stock in accordance with the 2004
Employee Stock Incentive Plan No. 2. Options representing all 30,000,000 of
these shares have been exercised subsequent to September 30, 2004.

     During November 2004, the Company authorized the issuance of 10,000,000
options to purchase the Company's common stock in accordance with the 2004
Employee Stock Incentive Plan No. 2. Options representing all 10,000,000 of
these shares have been exercised subsequent to September 30, 2004

     During November 2004, the Company authorized the issuance of 12,500,000
shares of the Company's common stock for services rendered.

     In November 2004, debt in the amount of $56,353 held by an officer of the
Company was granted a conversion feature. The note, or portions of the note, can
be converted into common stock at a 20% discount based on the closing stock bid
price on the day prior to conversion. 1,500,000 shares, representing $2,280 were
converted on November 4, 2004, reducing the balance of the note to $54,073. An
additional 1,000,000 shares, representing $3,000 were converted on November 16,
2004. This conversion reduces the balance of the debt to $51,072.73.

     Management
     ----------

     In October 2004, Rhonda Keaveney was appointed to the board of directors
and as secretary of the Company.

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

     During October 2004, an annual employment contract was entered into between
the Company and David Keaveney, President, CEO, CFO, and a director of the
Company.

                                       17
<PAGE>

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

Cautionary Forward - Looking Statement
--------------------------------------

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

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

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

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

General

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

     On September 27, 2004 the Company's principal executive offices were
relocated to 10631 E. Running Deer Trail, Scottsdale, AZ 85262. Its telephone
number is (480) 419-8607 and its facsimile number is (480) 419-8607. More
information regarding the Company and its products is available on its website
at www.tenstix.com.

Results Of Operation

Nine-Month Period Ended September 30, 2004 Compared to Nine-Month Period Ended
September 30, 2003.

     The Company's net loss for the nine-month period ended September 30, 2004
was ($1,018,525) compared to a net loss of ($327,346) for the nine-month period
ended September 30, 2003 (an increase of $691,180).

     Total revenue for the nine-month periods ended September 30, 2004 and 2003
were $90,435 and $74,762, respectively (an increase of $15,673). Total revenue
generated during the nine-month periods ended September 30, 2004 and 2003 was
comprised of lease income. The increase in revenue during the nine-month period
ended September 30, 2004 was primarily due to an increase in the number of
gaming products and shufflers leased to casinos.

                                       18

<PAGE>

     During the nine-month period ended September 30, 2004, the Company incurred
operating expenses of $1,053,203 compared to $389,388 of operating expenses
incurred during the nine-month period ended September 30, 2003 (an increase of
$663,815). Operating expenses for the nine-month period ended September 30, 2004
primarily consisted of: (i) $1,003,623 as selling, general and administrative
expenses compared to $344,912 as selling, general and administrative expenses
incurred during the nine-month period ended September 30, 2003; (ii) $36,735 as
depreciation expense compared to $36,343 as depreciation expense incurred during
the nine-month period ended September 30, 2003; and (iii) $8,133 as amortization
expense compared to $8,133 as amortization expense incurred during the
nine-month period ended September 30, 2003. The Company also incurred $55,758 as
interest expense during the nine-month period ended September 30, 2004 as
compared to $12,720 incurred during the nine-month period ended September 30,
2003.

     As discussed above, although the Company generated revenues in the amount
of $90,435 during the nine-month period ended September 30, 2004, the increase
in net loss during such period compared to the nine-month period ended September
30, 2003 is attributable primarily to a substantial increase in the selling,
general and administrative expenses due to an increase in the issuance of common
stock issued for services of $518,110 during the period ended September 30,
2004. The Company's net loss during the nine-month period ended September 30,
2004 was ($1,018,525) or ($0.02) per common share compared to a net loss of
approximately ($327,346) or ($0.02) per common share during the nine-month
period ended September 30, 2003. The weighted average of common shares
outstanding was 44,058,106 for the nine-month period ended September 30, 2004
compared to 19,018,784 for the nine-month period ended September 30, 2003.

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

     The Company's net loss for the three-month period ended September 30, 2004
was ($200,822) compared to a net loss of ($141,377) for the three-month period
ended September 30, 2003 (an increase of $59,345).

     Total revenue for the three-month periods ended September 30, 2004 and 2003
were $31,469 and $26,012, respectively (an increase of $5,457). Total revenue
generated during the three-month periods ended September 30, 2004 and 2003 was
comprised of lease income. The increase in revenue during the three-month period
ended September 30, 2004 was primarily due to an increase in the number of
gaming products and shufflers leased to casinos.

     During the three-month period ended September 30, 2004, the Company
incurred operating expenses of $185,302 compared to $163,255 of operating
expenses incurred during the three-month period ended September 30, 2003 (an
increase of $22,047). Operating expenses for the three-month period ended
September 30, 2004 primarily consisted of: (i) $170,346 as selling, general and
administrative expenses compared to $148,494 as selling, general and
administrative expenses incurred during the three-month period ended September
30, 2003; (ii) $12,245 as depreciation expense compared to $12,050 as
depreciation expense incurred during the three-month period ended September 30,
2003; and (iii) $2,711 as amortization expense compared to $2,711 as
amortization expense incurred during the three-month period ended September 30,
2003. The Company also incurred $46,989 as interest expense during the
three-month period ended September 30, 2004 as compared to $4,134 incurred
during the three-month period ended September 30, 2003. The increase in
operational expenses during the three-month period ended September 30, 2004
compared to the three-month period ended September 30, 2003 was primarily due to
an increase in the general and administrative expenses and interest expense.

                                       19

<PAGE>

     As discussed above, although the Company generated revenues in the amount
of $31,469 during the three-month period ended September 30, 2004, the increase
in net loss during such period compared to the three-month period ended
September 30, 2003 is attributable primarily to a substantial increase in the
selling, general and administrative expenses. The Company's net loss during the
three-month period ended September 30, 2004 was ($200,822) or ($0.00) per common
share compared to a net loss of ($141,377) or ($0.01) per common share during
the three-month period ended September 30, 2003. The weighted average of common
shares outstanding was 55,010,176 for the three-month period ended September 30,
2004 compared to 19,221,114 for the three-month period ended September 30, 2003.

Liquidity and Capital Resources

     The Company generated $90,435 in total revenue during the nine-month period
ended September 30, 2004 and $74,762 in total revenue during the same nine-month
period ended September 30, 2003. As such, the Company has only recently
generated cash flow to partially fund its operations and activities. As of the
date of this Quarterly Report, management of the Company believes that an
estimated $1,000,000 is going to be required over the next fiscal year for
payment of expenses associated with the business operations of the Company.

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

     During the next 12 months, the Company's foreseeable cash requirements will
relate to continuing the operations of its wholly owned subsidiary, maintaining
the Company in good standing and making the requisite filings with the
Securities and Exchange Commission, and the payment of expenses associated with
reviewing or investigating any potential business venture. Because the Company
has not identified any such venture as of the date of this Report, it is
impossible to predict the costs. Additionally, the Company may experience a
liquidity crisis and be required to raise additional capital. Historically, the
Company has relied upon internally generated funds and funds from the sale of
shares of stock and loans from its shareholders and private investors to finance
its operations and growth. Management may raise additional capital through
future public or private offerings of its stock or through loans from private
investors, although there can be no assurance that the Company will be able to
obtain such financing. The Company's failure to do so would have a material and
adverse affect upon the Company and its shareholders.

                                       20

<PAGE>

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

For Nine-Month Period Ended September 30, 2004

     As of September 30, 2004, the Company's current assets were $10,403 and its
current liabilities were $224,588, resulting in a working capital deficit of
$214,185. As of September 30, 2004, current assets were comprised of (i) $7,629
in cash; and, (ii) $2,774 in inventory.

     As of September 30, 2004, current liabilities were comprised of (i) $16,282
in notes payable to stockholders; (ii) $82,290 in accrued salary payable; (iii)
$254,876 in accounts payable and accrued expenses; (iv) $175,733 in notes
payable; and, (v) $268,269 in Notes payable to stockholders.

     As of September 30, 2004, the Company's total assets were $224,588 and its
total liabilities were $797,450. As of September 30, 2004, the Company's total
liabilities exceeded its total assets by $572,862. As of September 30, 2004, the
Company's total assets consisted primarily of (i) $10,403 in current assets;
(ii) $93,100 in net cost equipment; (iii) $67,559 net cost of intangible assets;
and, (iv) $52,699 in non-current inventory.

     Stockholders' deficit increased from $(226,323) for the period ending
December 31, 2003 to $(572,862) for the nine-month period ended September 30,
2004.

     For the nine-month period ended September 30, 2004, net cash flows used by
operating activities was ($82,671) compared to net cash flows used by operating
activities of ($136,192) for the nine-month period ended September 30, 2003. The
decrease in net cash flows used by operating activities during the nine-month
period ended September 30, 2004 compared to the nine-month period ended
September 30, 2003 resulted primarily from notes and stocks issued for services
and an increase in accounts payable and accrued expenses during the nine-month
period ended September 30, 2004.

     For the nine-month period ended September 30, 2004, net cash flows provided
by financing activities was $86,686 compared to net cash flows provided by
financing activities of $135,939 for the nine-month period ended September 30,
2003. The decrease during the nine-month period ended September 30, 2004 was
primarily attributable to a decrease in proceeds from issuance of common stock.

     For the nine-month period ended September 30, 2004, net cash flows used by
investing activities was $0 compared to $1,625 during the nine-month period
ended September 30, 2003, resulting from the purchase of fixed assets.

Material Commitments

     A significant and estimated material commitment for the Company for fiscal
year 2004 is in 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.

                                       21

<PAGE>

     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 $61,927 under the terms of the Summit Promissory Note.

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

     On September 11, 2003 the Company authorized the issuance of 15,000,000
shares of Common Stock, par value $0.001 per share that may be issued upon
grants under the Ten Stix, Inc. 2003 Stock Plan, as well as 1,500,000 shares of
Common Stock that may be issued pursuant to that certain Corporate Imaging
Agreement, and directed that the officers of the Company cause to be filed a
Registration Statement on Form S-8 for registration under the Securities Act of
1933 of said issuance.

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

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

                                       22

<PAGE>

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

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

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

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

                                       23

<PAGE>

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

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

     During February 2004, the officers and directors of the Company formed Ten
Stix Gaming, Inc., on behalf of the Company. On August 26, 2004, the Company
issued a total of 400,000 restricted shares of common stock valued at $1,200.
200,000 shares each issued each to Tony A. Cranford and Thomas E. Sawyer in
consideration and exchange for 1,100,000 shares of common stock Ten Stix Gaming,
Inc., a Colorado corporation, thereby making Ten Stix Gaming, Inc., a
wholly-owned subsidiary of the Company. Ten Stix Gaming, Inc. will be used as
the gaming subsidiary vehicle that was called Pro Shuffler, Inc. in the
Severance Agreement.

     On September 8, 2004, the Company approved the Ten Stix, Inc. 2004 Employee
Stock Incentive Stock Plan No. 2, and reserved and authorized the issuance of
50,000,000 shares of Common Stock pursuant to said Plan. Additionally, the
Company approved the Ten Stix, Inc. 2004 Non-Employee Directors and Consultants
Retainer Stock Plan No. 2, and reserved and authorized the issuance of
18,000,000 shares of Common Stock pursuant to said Plan.

     On September 16, 2004, the Company executed a Letter of Understanding and
Reinstatement Agreement with David Keaveney ("Keaveney"). The Agreement calls
for Keaveney to receive a total of $56,352 from services Keaveney performed
from February 9, 2004 until September 15, 2004.

     On September 25, 2004 David Keaveney was appointed director, President, CEO
and CFO of the corporation.

     On September 26, 2004 both Tony A Cranford and Thomas E. Sawyer resigned as
officers and directors of the corporation.

     On September 27, 2004 David Keaveney acknowledged his acceptance to office
as the Company's director, President, CEO and CFO. David Keaveney also
established a new business address for the Company in the state of Arizona.

     On September 27, 2004 the Company entered into a Promissory Note with its
previous auditing firm AJ Robbins, Pc for the principal amount of $16,693, with
no interest. The balance is an overdue accounting bill for services performed
during their tenure. Six equal payments of $2,782 shall be due and payable on
the 30th day of each calendar month, with the first payment commencing on
October 30, 2004 and final payment on March 30, 2005.

                                       24

<PAGE>

     Subsequent to the period covered by this report, on October 13, 2004 Rhonda
Keaveney, wife of President, CEO and CFO-David Keaveney, was appointed director
and Secretary of the Company.

     Subsequent to the period covered by this report, on October 18, 2004, the
board of directors granted David Keaveney, the company's President & CEO an
option to convert his unpaid balance of $56,352 into common stock. The number
of common shares to be issued shall be determined by dividing the unpaid balance
by 20% of the closing bid price.

     Subsequent to the period covered by this report, on October 25, 2004 the
Company entered into an Executive Employment Agreement with its President, CEO
and CFO, David Keaveney ("Keaveney"). The initial term of the Agreement
commenced on October 25, 2004 and it shall continue in effect until October 25,
2005. Thereafter, the Agreement shall be renewed upon the mutual agreement of
Keaveney and the Company. The Agreement grants Keaveney a base salary of
$114,000 per year. During the term of the Agreement, Company agrees to pay all
costs of Keaveney's medical/dental expenses up to a maximum of $20,000 per year.
Company shall also provide an automobile allowance of $1,000 per month. Company
shall pay a monthly rent of $2,000 while it maintains its headquarters at
Keaveney's place of residency. Not withstanding the one year employment term,
the Agreement may be terminated by either party. If the Company desires to
terminate the Agreement for any reason, other than reasonable cause or event of
permanent disability, Keaveney shall be entitled to 100% of the balance of
payments due under the contract payable, at the Company's option, either on a
bi-weekly basis or in a lump sum discounted by 10% and payable 30 days after
said termination.

     Subsequent to the period covered by this report, on November 4, 2004 the
Company's President & CEO David Keaveney exercised his right to convert $2,280
(part of a $56,352 debt into 1,500,000 shares of restricted common stock. The
remaining outstanding balance was reduced accordingly to $54,072.

     Subsequent to the period covered by this report, on November 16, 2004 the
Company's President & CEO David Keaveney exercised his right to convert $3,000
(part of a $54,072 debt into 1,000,000 shares of restricted common stock. The
remaining outstanding balance was reduced accordingly to $51,072.

PLAN OF OPERATION

Funding

     Based upon a twelve-month plan proposed by management, it is anticipated
that the Company's operational work plan will require approximately $1,000,000
to fund (i) the general business operations, (ii) the maintenance of the Company
in good standing and making the requisite filings with the Securities and
Exchange Commission, and (iii) the payment of expenses associated with reviewing
or investigating any potential business venture. As of the date of this
Quarterly Report, the Company does not have any material commitments other than
those described above nor does management anticipate any further material
commitments within the next twelve months. It is anticipated that any
expenditures to be incurred by the Company will fall under one of the three
aforementioned categories. Management anticipates that a substantial portion of
the initial budget of $1,000,000 for the twelve-month work plan, which includes
such expenditures, will be funded pursuant to private placements and loans. From
the date of this Quarterly Report, management believes that the Company can
satisfy its cash requirements for approximately the next twelve months based on
its ability to obtain advances from certain investors and related parties.

                                       25

<PAGE>

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

OFF-BALANCE SHEET ARRANGEMENTS

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

Future Commitments

     As of the date of this Quarterly Report, the Company does not have any
further material commitments within the next twelve months.

Forward-Looking Statements

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

                                       26

<PAGE>

Item 3 - Controls and Procedures.

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

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Rapid Funding, LLC v. Ten Stix, Inc.
-----------------------------------

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

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

     On February 17, 2004, Rapid Funding commenced the subject litigation
asserting breach of the "standstill" agreements and, by subsequent amendment to
its Complaint, various other claims including, without limitation, breach of
agreement and breach of fiduciary duty. Rapid Funding initially alleged that it
was being unlawfully diluted in connection with the Company's undertaking to
issue 470,000,000 shares pursuant to a merger without having first obtained
shareholder consent, which issuance and transaction was later reversed. On
February 17, 2004, Rapid Funding was granted a temporary restraining order
prohibiting the Company and Messrs. Cranford and Sawyer from issuing any
additional shares of the Company's common stock and prohibiting the sale,
assignment, pledge or encumbrance of any of the Company's assets. Thereafter, on
March 3, 2004, the Court entered a Preliminary and Mandatory Injunction which
prohibited the issuance by the Company of any shares of common stock, prohibited
the sale, assignment, pledge or encumbrance of the Company's assets and,
additionally, set forth the requirement that a meeting of the Company's
shareholders be held.

                                       27

<PAGE>

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

     On July 30, 2004, the Company paid the full balance owed under the
Stipulation with Rapid Funding of $200,000 and received a total of 36,962,100
shares of its common stock in return.

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

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

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

                                       28

<PAGE>

                                               Number of
                                               Shares                Percent of
                                               Beneficially          Outstanding
Name of Beneficial Owner                       Owned                 Shares
--------------------------------------------------------------------------------

DK Holdings, LLC                               500,000*              0.009%
10631 E. Running Deer Trail,
Scottsdale, Arizona 85262

David Keaveney                                 0                     0.000%
10631 E. Running Deer Trail,
Scottsdale, Arizona 85262

Rhonda Keaveney                                0                     0.000%
10631 E. Running Deer Trail,
Scottsdale, Arizona 85262

Officers and Directors as a Group              500,000               0.009%
--------------------------------------------------------------------------------
* David Keaveney is the sole member of DK Holdings, LLC.

     On July 24, 2004, the Company issued 2,968,750 unrestricted shares of
common stock to an employee, for the exercise of options that were granted for
services rendered to the Company under the Ten Stix, Inc. 2004 Stock Plan. No
underwriters were used. The securities were registered under Securities Act of
1933 on Form S-8, which became effective on June 23, 2004 and pursuant to an
Order of Effective Registration by Qualification pursuant to Section 90.480 of
the Nevada Uniform Securities Act which was granted on July 1, 2004.

     On July 24, 2004, the Company issued 2,968,750 unrestricted shares of
common stock to an employee, for the exercise of options that were granted for
services rendered to the Company under the Ten Stix, Inc. 2004 Stock Plan. No
underwriters were used. The securities were registered under Securities Act of
1933 on Form S-8, which became effective on June 23, 2004 and pursuant to an
Order of Effective Registration by Qualification pursuant to Section 11-51-304
of the Colorado Securities Act which was granted on June 24, 2004.

     On August 24, 2004, the Company issued 5,000,000 unrestricted shares of
common stock to a consultant pursuant to the Ten Stix Inc. Non-Employee
Directors and Consultants Retainer Stock Plan for 2004. No underwriters were
used. The securities were registered under Securities Act of 1933 on Form S-8,
which became effective on August 10, 2004 and pursuant to an Order of Effective
Registration by Qualification pursuant to Section 44-1891 of the Securities Act
of Arizona which was granted on August 23, 2004.

     On August 24, 2004, the Company issued 4,000,000 unrestricted shares of
common stock to a consultant pursuant to the Ten Stix Inc. Non-Employee
Directors and Consultants Retainer Stock Plan for 2004. No underwriters were
used. The securities were registered under Securities Act of 1933 on Form S-8,
which became effective on August 10, 2004 and pursuant to an Order of Effective
Registration by Qualification pursuant to Section 90.480 of the Nevada Uniform
Securities Act which was granted on August 11, 2004.

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

                                       29

<PAGE>

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

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

     On August 27, 2004, the Company issued 5,000,000 unrestricted shares of
common stock to a consultant pursuant to the Ten Stix Inc. Non-Employee
Directors and Consultants Retainer Stock Plan for 2004. No underwriters were
used. The securities were registered under Securities Act of 1933 on Form S-8,
which became effective on August 10, 2004 and pursuant to an Order of Effective
Registration by Qualification pursuant to Section 44-1891 of the Securities Act
of Arizona which was granted on August 23, 2004.

     On September 16, 2004, the Company issued 6,000,000 unrestricted shares of
common stock to a consultant pursuant to the terms of the Ten Stix Inc.
Non-Employee Directors and Consultants Retainer Stock Plan for 2004. No
underwriters were used. The securities were registered under Securities Act of
1933 on Form S-8, which became effective on August 10, 2004 and pursuant to an
Order of Effective Registration by Qualification pursuant to Section 44-1891 of
the Securities Act of Arizona which was granted on August 23, 2004.

     Subsequent to the period covered by this report, on October 13, 2004 the
Company issued 30,000,000 unrestricted shares of common stock to employees
pursuant to the terms of that certain Ten Stix, Inc. 2004 Employee Stock
Incentive Plan No. 2. No underwriters were used. The securities were registered
under Securities Act of 1933 on Form S-8, which became effective on September
15, 2004 and pursuant to an Order of Effective Registration by Qualification
pursuant to Section 44-1891 of the Securities Act of Arizona which was granted
on October 5, 2004.

     Subsequent to the period covered by this report, on October 27, 2004 the
Company issued 10,000,000 unrestricted shares of common stock to an employee
pursuant to the terms of that certain Ten Stix, Inc. 2004 Employee Stock
Incentive Plan No. 2. No underwriters were used. The securities were registered
under Securities Act of 1933 on Form S-8, which became effective on September
15, 2004 and pursuant to an Order of Effective Registration by Qualification
pursuant to Section 44-1891 of the Securities Act of Arizona which was granted
on October 5, 2004.

                                       30

<PAGE>

     Subsequent to the period covered by this report, on November 4, 2004 the
Company's President & CEO David Keaveney exercised his right to convert $2,280
(part of a $56,352 debt into 1,500,000 shares of restricted common stock. The
remaining outstanding balance was reduced accordingly to $54,072. These
shares will be issued pursuant to the exemption from registration under Section
4(2) of the Securities Act of 1933.

     Subsequent to the period covered by this report, on November 16, 2004 the
Company's President & CEO David Keaveney exercised his right to convert $3,000
(part of a $54,072 debt into 1,000,000 shares of restricted common stock. The
remaining outstanding balance was reduced accordingly to $51,072. These
shares will be issued pursuant to the exemption from registration under Section
4(2) of the Securities Act of 1933.

Item 3. Defaults Upon Senior Securities.

     None.

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

     On August 5, 2004, the Annual Meeting of shareholders (the "Annual
Meeting") was held for the purpose of:

     1.   Election of two directors, Thomas E. Sawyer and Tony A. Cranford, for
          the ensuing year;

     2.   Ratification of HJ & Associates, LLC as the Company's independent
          accountants for the fiscal year 2004;

     3.   Approval of the Restated Articles of Incorporation to eliminate
          preemptive rights and consolidate all prior amendments;

     4.   Approval of the Amended and Restated Ten Stix, Inc. 2003 Stock Plan;

     5.   Approval of the Ten Stix, Inc. 2004 Stock Plan;

     6.   Approval of changing the Company's state of incorporation from
          Colorado to Nevada; and,

     7.   To transact such other business as may properly come before the Annual
          Meeting or any adjournments or postponements thereof.

     Pursuant to the Stipulation entered into by the Company and Stipulation
Rapid Funding, LLC, the Record Date for the annual meeting was to be set as
April 15, 2004. In preparation for the annual meeting is was determined that a
Record Date of April 15, 2004 for the annual meeting to be held on August 5,
2004, would be in excess of 50 days prior to the annual meeting date and
therefore in violation of the Company's By-laws. Accordingly, in order to
provide that all shareholders of record received notice of and the opportunity
to vote at the annual meeting, the Company mailed notice of the annual meeting
to shareholders of record as of April 15, 2004, and as of June 22, 2004 which
was established as the Record Date for the annual meeting.

     Accordingly, as of the Record Date, June 22, 2004, there were 47,118,228
shares entitled to vote of which 39,933,714 shares were present at the meeting
in person or by proxy.

     Election of 2 Directors
     -----------------------

     At the Annual Meeting, the shareholders elected 2 directors, Thomas E.
Sawyer and Tony A. Cranford, to serve until the next annual meeting of
Shareholders and until their successors are duly elected and qualified.

     Votes for ............ 39,933,714
     Withhold Authority ...          0

                                       31

<PAGE>

     Appointment of Independent Accountants
     --------------------------------------

     At the Annual Meeting, the shareholders also approved the ratification of
appointment of HJ & Associates, LLC as the Company's independent accountants for
the fiscal year 2004.

     Votes for ............ 39,927,714
     Votes against ........          0
     Abstaining ...........      6,000

     Restated Articles of Incorporation to eliminate preemptive rights
     -----------------------------------------------------------------

     At the Annual Meeting, the shareholders also approved the ratification of
the Restatement of the Articles of Incorporation to eliminate preemptive rights
and consolidate all prior amendments to the Articles of Incorporation.

     Votes for ............ 39,927,714
     Votes against ........          0
     Abstaining ...........      6,000

     Approval of the Amended and Restated Ten Stix, Inc. 2003 Stock Plan
     -------------------------------------------------------------------

     At the Annual Meeting, the shareholders also approved and ratified the
Amended and Restated Ten Stix, Inc., 2003 Stock Plan.

     Votes for ............ 39,927,714
     Votes against ........          0
     Abstaining ...........      6,000

     Approval of the Ten Stix, Inc. 2004 Stock Plan
     ----------------------------------------------

     At the Annual Meeting, the shareholders also approved and ratified the Ten
Stix, Inc., 2004 Stock Plan.

     Votes for ............ 39,927,714
     Votes against ........          0
     Abstaining ...........      6,000

     Change of Domicile from Colorado to Nevada
     ------------------------------------------

     At the Annual Meeting, the shareholders also approved the proposal to
change the Company's state of incorporation from Colorado to Nevada. See
"Reincorporation in Delaware" below.

     Votes for ............ 39,927,714
     Votes against ........          0
     Abstaining ...........      6,000

                                       32

<PAGE>

     Ratification of all Prior Issuances of Common Stock, Preferred Stock and
     ------------------------------------------------------------------------
     Other Securities
     ----------------

     At the Annual Meeting, upon a motion duly made and seconded, the
shareholders also approved and ratified all prior issuances by the Company of
Common Stock, Preferred Stock and all other securities.

     Votes for ............ 39,927,714
     Votes against ........          0
     Abstaining ...........      6,000

     Approval of the Non-Employee Directors and Consultants Retainer Stock Plan
     --------------------------------------------------------------------------
     for the Year 2004
     -----------------

     At the Annual Meeting, upon a motion duly made and seconded, the
shareholders approved and ratified the Non-Employee Directors and Consultants
Retainer Stock Plan for the Year 2004, a copy of which is a attached hereto.

     Votes for ............ 39,927,714
     Votes against ........          0
     Abstaining ...........      6,000

     Amendment to Article III., Section to of the By-laws
     ----------------------------------------------------

     At the Annual Meeting, upon a motion duly made and seconded, the
shareholders approved the amendment to Article III., Section 2., of the By-laws
to read as follows:

     2.   Number, Term, and Qualifications.  The Board of Directors of the
          corporation shall consist of such number, not less than one (1) or
          more than five (5) persons or such number as shall be fixed from time
          to time by the Board of Directors. Each director shall hold office
          until the next annual meeting of shareholders of the corporation and
          until his or her successor shall have been duly elected and qualified.
          Directors need not be citizens of the United States or residents of
          the state of incorporation or shareholders of the corporation.

     Votes for ............ 39,927,714
     Votes against ........          0
     Abstaining ...........      6,000

     Approval and Ratification of all past actions, resolutions, contracts and
     -------------------------------------------------------------------------
     agreements entered into by the officers and directors of Company
     ----------------------------------------------------------------

     At the Annual Meeting, upon a motion duly made and seconded, the
shareholders approved and ratified all past actions, resolutions, contracts and
agreements entered into by the officers and directors of Company.

     Votes for ............ 39,927,714
     Votes against ........          0
     Abstaining ...........      6,000

     Approval and Authorization for the Company, for a period of 30 days to
     ----------------------------------------------------------------------
     convert all Series A Preferred Stock to 500 shares of Common Stock
     ------------------------------------------------------------------

     At the Annual Meeting, upon a motion duly made and seconded, the
shareholders approved and authorized the Company for a period of 30 days from
the date of written notice to the Series A Preferred Shareholders to convert
each share of Series A Preferred Stock into 500 shres of common stock resulting
in a total of 48,000 shares of common stock being issued upon conversion.

     Votes for ............ 39,927,714
     Votes against ........          0
     Abstaining ...........      6,000

                                       33

<PAGE>

Item 5. Other Information.

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

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

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

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

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

                                       34

<PAGE>

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

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

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

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

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

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

     At the Annual Meeting, the shareholders elected 2 directors, Thomas E.
Sawyer and Tony A. Cranford, approved the ratification of appointment of HJ &
Associates, LLC as the Company's independent accountants for the fiscal year
2004 and the ratification of the Restatement of the Articles of Incorporation to
eliminate preemptive rights and consolidate all prior amendments to the Articles
of Incorporation. Also approved and ratified were the Amended and Restated Ten
Stix, Inc., 2003 Stock Plan and the Ten Stix, Inc., 2004 Stock Plan, and the
Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2004.

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

                                       35

<PAGE>

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

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

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

     On August 23, 2004, Brehm notified the Company of his election to convert
the Note in his favor, dated June 30, 2004 to common stock pursuant to the terms
of the Note and the Management Severance Agreement and then convert the common
stock pursuant to the Management Severance Agreement to 2,500,000 shares of
Series B Preferred Stock. As a matter of administrative and cost efficiency, the
Company and Brehm amended the Note and Management Severance Agreement to reflect
that the Note is convertible directly into 2,500,000 shares of Series B
Preferred Stock.

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

     During February 2004, the officers and directors of the Company formed Ten
Stix Gaming, Inc., on behalf of the Company. On August 26, 2004, the Company
issued a total of 400,000 restricted shares of common stock valued at $1,200.
200,000 shares each issued each to Tony A. Cranford and Thomas E. Sawyer in
consideration and exchange for 1,100,000 shares of common stock Ten Stix Gaming,
Inc., a Colorado corporation, thereby making Ten Stix Gaming, Inc., a
wholly-owned subsidiary of the Company. Ten Stix Gaming, Inc. will be used as
the gaming subsidiary vehicle that was called Pro Shuffler, Inc. in the
Severance Agreement.

     On September 8, 2004, the Company approved the Ten Stix, Inc. 2004 Employee
Stock Incentive Stock Plan No. 2, and reserved and authorized the issuance of
50,000,000 shares of Common Stock pursuant to said Plan. Additionally, the
Company approved the Ten Stix, Inc. 2004 Non-Employee Directors and Consultants
Retainer Stock Plan No. 2, and reserved and authorized the issuance of
18,000,000 shares of Common Stock pursuant to said Plan. The Ten Stix, Inc. 2004
Employee Stock Incentive Stock Plan No. 2 and the Ten Stix, Inc. 2004
Non-Employee Directors and Consultants Retainer Stock Plan No. 2 are hereby
incorporated by reference to Form S-8 dated September 15, 2004.

                                       36

<PAGE>

     On September 16, 2004, the Company executed a Letter of Understanding and
Reinstatement Agreement with David Keaveney ("Keaveney"). The Agreement calls
for Keaveney to receive a total of $56,352 from services Keaveney performed
from February 9, 2004 until September 15, 2004.

     On September 25, 2004 David Keaveney was appointed director, President, CEO
and CFO of the corporation.

     On September 26, 2004 both Tony A Cranford and Thomas E. Sawyer resigned as
officers and directors of the corporation.

     On September 27, 2004 David Keaveney acknowledged his acceptance to office
as the Company's director, President, CEO and CFO. David Keaveney also
established a new business address for the Company in the state of Arizona.

     On September 27, 2004 the Company entered into a Promissory Note with its
previous auditing firm AJ Robbins, Pc for the principal amount of $16,693, with
no interest. The balance is an overdue accounting bill for services performed
during their tenure. Six equal payments of $2,782 shall be due and payable on
the 30th day of each calendar month, with the first payment commencing on
October 30, 2004 and final payment on March 30, 2005.

     On September 27, 2004 the Company established a new business address and
phone number in the state of Arizona with its main address as: PO Box 26496,
Scottsdale, AZ 85255 and its phone number as (480) 419-8607.

     Subsequent to the period covered by this report, on October 13, 2004 Rhonda
Keaveney, wife of President, CEO and CFO-David Keaveney, was appointed director
and Secretary of the Company.

     Subsequent to the period covered by this report, on October 18, 2004 the
Company granted David Keaveney the option to convert the unpaid balance of
$56,652 acknowledged in the Letter of Understanding into Common Stock of the
Company, par value $0.0001 per share, at rate to be determined by dividing the
unpaid balance by 20% of the prior day closing bid price.

     Subsequent to the period covered by this report, in a press release dated
October 20, 2004, it was announced that the Company is evaluating multiple
opportunities in the motor sports industry that could provide a new direction
for the Company. A copy of the Press Release is hereby incorporated by reference
to Exhibit 99 to Form 8-K dated October 20, 2004.

     Subsequent to the period covered by this report, in a press release dated
October 22, 2004, it was announced that the Company is seeking acquisition
candidates with successful Internet or retail based operations in the
motorsports industry. A copy of the Press Release is hereby incorporated by
reference to Exhibit 99 to Form 8-K dated October 22, 2004.

                                       37

<PAGE>

     Subsequent to the period covered by this report, on October 25, 2004 the
Company entered into an Executive Employment Agreement with its President, CEO
and CFO, David Keaveney ("Keaveney"). The initial term of the Agreement
commenced on October 25, 2004 and it shall continue in effect until October 25,
2005. Thereafter, the Agreement shall be renewed upon the mutual agreement of
Keaveney and the Company. The Agreement grants Keaveney a base salary of
$114,000 per year. During the term of the Agreement, Company agrees to pay all
costs of Keaveney's medical/dental expenses up to a maximum of $20,000 per year.
Company shall also provide an automobile allowance of $1,000 per month. Company
shall pay a monthly rent of $2,000 while it maintains its headquarters at
Keaveney's place of residency. Not withstanding the one year employment term,
the Agreement may be terminated by either party. If the Company desires to
terminate the Agreement for any reason, other than reasonable cause or event of
permanent disability, Keaveney shall be entitled to 100% of the balance of
payments due under the contract payable, at the Company's option, either on a
bi-weekly basis or in a lump sum discounted by 10% and payable 30 days after
said termination.

     Subsequent to the period covered by this report, on November 4, 2004 the
Company's President & CEO David Keaveney exercised his right to convert $2,280
(part of a $56,352 debt into 1,500,000 shares of restricted common stock. The
remaining outstanding balance was reduced accordingly and is now $54,072.

     Subsequent to the period covered by this report, on November 16, 2004 the
Company's President & CEO David Keaveney exercised his right to convert $3,000
(part of a $54,072 debt into 1,000,000 shares of restricted common stock. The
remaining outstanding balance was reduced accordingly and is now $51,072.
These shares will be issued pursuant to the exemption from registration under
Section 4(2) of the Securities Act of 1933.

Identity of Directors and Executive Officers.

<TABLE>
<CAPTION>
         Name                       Age              Position
         <S>                        <C>              <C>

         David Keaveney             35               Director and President/Chief Executive Officer/
                                                     Chief Financial Officer

         Rhonda Keaveney            37               Director and Secretary

</TABLE>

     DAVID W. KEAVENEY - David W. Keaveney has functioned as a strategic
business consultant, mentoring senior level executives on business development,
marketing, reengineering and value growth for the past seven years. Early in his
career, Mr. Keaveney served as Sr. Vice President of Investments for a financial
services firm where he specialized in business structure, valuation and core
competency. Mr. Keaveney has held senior executive positions with several
private start-ups companies including marketing, financial and management
consulting.

     Mr. Keaveney is working towards his Management Certificate (mini-MBA) from
Loyola University and his Certification of Professional Development from Wharton
Business School.

     David resides in Scottsdale Arizona with his wife and two children. David
is 35 years of age.

     RHONDA KEAVENEY - Rhonda Keaveney is a board member and Secretary for Ten
Stix, Inc. Prior to her appointment she functioned as Compliance Officer for a
local Investment Banking firm and more recently as a director of operations for
a private investment partnership. Rhonda has a strong background in case
management, office administration and the securities industry where she's held
NASD Series 7, 63 and 24 licenses.

     Rhonda attended Arizona State University where she studied Psychology and
Business.

                                       38

<PAGE>

Significant Employees

     The Company has no significant employees.

Family Relationships

     David Keaveney, the Company's President, Chief Executive Officer, and Chief
Financial Officer, and Rhonda Keaveney, the Company's Secretary are husband and
wife.

Involvement in Certain Legal Proceedings.

     During the past five years, no present or former director, executive
officer or person nominated to become a director or an executive officer of the
Company:

     (1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the bankruptcy or
two years prior to that time;

     (2) was convicted in a criminal proceeding or named subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses);

     (3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; or

     (4) was found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Futures Trading Commission
to have violated a Federal or state securities or commodities law, and the
judgment has not been reversed, suspended or vacated.

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

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

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

                                       39

<PAGE>






                                   SIGNATURES

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

                                              TEN STIX INC.



Date:  December 17, 2004                     /s/ David Keaveney
       _______________                       _______________________________
                                             David Keaveney
                                             President/Chief Executive Officer/
                                             Chief Financial Officer




Date:  December 17, 2004                     /s/ Rhonda Keaveney
       ________________                      _______________________________
                                             Rhonda Keaveney
                                             Secretary





                                       40