================================================================================
                                  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: March 31, 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)

         Colorado                                               84-1351184
(State or other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                             Identification No.)

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

                                 (303) 567-0163
              (Registrant's telephone number, including area code)

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

     The number of shares outstanding of the registrant's common stock, $0.001
par value, as of March 31, 2004, was 22,218,228.

     Transitional Small Business Disclosure Format. Yes ___ No _X_

<PAGE>

                                  TEN STIX INC.

                              Report on Form 10-QSB

                      For the Quarter Ended March 31, 2004
<TABLE>
<CAPTION>

                                      INDEX
<S>                   <C>                                                  <C>
                                                                           Page
Part I.  Financial Information

         Item 1.      Financial Statements (unaudited)...................   3

                      Balance Sheet .....................................   4
                      Statements of Operations ..........................   5
                      Statements of Cash Flows...........................   6
                      Notes to the Financial Statements .................   7

         Item 2.      Management's Discussion and Analysis
                      or Plan of Operation ..............................  13

         Item 3.      Controls and Procedures ...........................  17

Part II. Other Information

         Item 1.      Legal Proceedings .................................  18

         Item 2.      Changes in Securities .............................  19

         Item 3.      Defaults Upon Senior Securities ...................  20

         Item 4.      Submission of Matters to a Vote of
                      Security Holders ..................................  20

         Item 5.      Other Information .................................  20

         Item 6.      Exhibits and Reports on Form 8-K ..................  22
</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 March 31, 2004 and our audited balance sheet
as of December 31, 2003; the related unaudited statements of operations for the
three month periods ended March 31, 2004 and 2003, and the unaudited statement
of cash flows for the six month periods ended March 31, 2004 and 2003, are
attached hereto and incorporated herein by this reference.








                                       3

<PAGE>

                                 TEN STIX, INC.
                                 Balance Sheets


                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
                                                                       March 31,       December 31,
                                                                         2004             2003
                                                                      ----------       ----------
                                                                      (Unaudited)
<S>                                                                   <C>              <C>
CURRENT ASSETS

   Cash                                                               $        -       $    3,614
   Accounts receivable                                                         -            3,900
   Inventory                                                               2,774            3,487
                                                                      ----------       ----------
     Total Current Assets                                                  2,774           11,001
                                                                      ----------       ----------
FIXED ASSETS, NET                                                        118,868          134,545
                                                                      ----------       ----------
OTHER ASSETS

   Inventory, non-current                                                 52,699           51,986
   Intangible assets, net                                                 72,981           75,692
                                                                      ----------       ----------
     Total Other Assets                                                  125,680          127,678
                                                                      ----------       ----------
     TOTAL ASSETS                                                     $  247,322       $  273,224
                                                                      ==========       ==========
                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

   Cash overdraft                                                     $    7,352       $        -
   Accounts payable and accrued expenses                                 128,328           90,610
   Accounts payable - related party, net                                 127,317          140,804
   Accrued salary payable                                                 36,000                -
   Notes payable                                                         200,413          191,633
   Notes payable, stockholders                                            76,500           76,500
                                                                      ----------       ----------
     Total Current Liabilities                                           575,910          499,547
                                                                      ----------       ----------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT

   Preferred A stock, $.001 par value, 100,000 shares authorized;
    96 shares issued and outstanding                                           1                1
   Common stock; $.001 par value, 500,000,000 shares authorized;
    22,218,228 and 21,018,228 shares issued and
    outstanding, respectively                                             22,218           21,018
   Additional paid-in capital                                          1,317,830        1,211,030
   Accumulated deficit                                                (1,668,637)      (1,458,372)
                                                                      ----------       ----------
     Total Stockholders' Deficit                                        (328,588)        (226,323)
                                                                      ----------       ----------
     TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                      $  247,322       $  273,224
                                                                      ==========       ==========
</TABLE>

                                       4

<PAGE>

                                 TEN STIX, INC.
                            Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                      For the Three Months Ended
                                                                                March 31,
                                                                      ---------------------------
                                                                          2004            2003
                                                                      ----------       ----------
<S>                                                                   <C>              <C>

REVENUES

   Lease income                                                       $   18,930       $   26,754
   Royalty income                                                          2,748                -
   Equipment sales                                                         5,117           26,754
                                                                      ----------       ----------
     Total Revenue                                                        26,795           26,754
                                                                      ----------       ----------
EXPENSES

   Cost of sales                                                           3,433
   Selling, general and administrative                                   212,571          108,081
   Depreciation                                                           12,245           12,243
   Amortization                                                            2,711            2,711
                                                                      ----------       ----------
     Total Expenses                                                      230,960          123,035
                                                                      ----------       ----------
OPERATING LOSS                                                          (204,165)         (96,281)
                                                                      ----------       ----------
OTHER EXPENSE

   Interest expense                                                       (6,100)          (3,794)
                                                                      ----------       ----------
       Total Other Expense                                                (6,100)          (3,794)
                                                                      ----------       ----------
NET LOSS                                                              $ (210,265)      $ (100,075)
                                                                      ----------       ----------
NET LOSS PER SHARE, BASIC AND DILUTED                                 $    (0.01)      $    (0.01)
                                                                      ==========       ==========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
  OUTSTANDING, BASIC AND DILUTED                                      22,033,613       18,983,495
                                                                      ==========       ==========
</TABLE>

                                       5

<PAGE>


                                 TEN STIX, INC.
                            Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                      For the Three Months Ended
                                                                                March 31,
                                                                      ---------------------------
                                                                         2004             2003
                                                                      ----------       ----------
<S>                                                                   <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                                           $ (210,265)      $ (100,075)
   Adjustments to receivable net loss to net cash
    from operating activities:
     Depreciation and amortization                                        14,956           14,954
     Amortization of debt discounts                                        3,780            3,780
     Purchase options expired                                                  -           12,000
     Common stock issued for services                                    108,000                -
   Changes in assets and liabilities:
     Accounts receivable                                                   3,900          ( 4,500)
     Fixed assets                                                          3,432                -
     Inventory                                                                 -             (751)
     Accounts payable and accrued expenses                                60,231           (6,345)
                                                                      ----------       ----------
       Net Cash Used by Operating Activities                             (15,966)         (80,937)
                                                                      ----------       ----------
CASH FLOWS FROM INVESTING ACTIVITIES                                           -                -
                                                                      ----------       ----------
CASH FLOWS FROM FINANCING ACTIVITIES

   Cash overdraft                                                          7,352                -
    Proceeds from notes payable                                            5,000                -
   Payments on notes payable                                                   -          (38,491)
   Proceeds from issuance of common stock                                      -          128,165
   Payments on loans from stockholders                                         -           (2,000)
                                                                      ----------       ----------
       Net Cash Provided by Financing Activities                          12,352           87,674
                                                                      ----------       ----------
INCREASE (DECREASE) IN CASH                                               (3,614)           6,737

CASH AT BEGINNING OF PERIOD                                                    -            8,071
                                                                      ----------       ----------
CASH AT END OF PERIOD                                                 $        -       $   14,808
                                                                      ==========       ==========
SUPPLEMNETAL DISCLOSURE OF CASH FLOW INFORMATION

   Interest paid                                                      $        -       $        -
   Income tax paid                                                    $        -       $        -

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES

   Common stock issued for services                                   $  108,000       $        -
</TABLE>

                                       6

<PAGE>

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

NOTE 1 -  BASIS OF FINANCIAL STATEMENT PRESENTATION

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

NOTE 2 -  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

                                       7

<PAGE>

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

NOTE 2 -  MATERIAL EVENTS (Continued)

          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").  As of the date hereof, these
          additional Shares have not been issued to Rapid Funding and are not
          included in the number of Shares held by Rapid Funding as set forth in
          this amended statement.

          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

                                       8

<PAGE>

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

NOTE 2 -  MATERIAL EVENTS (Continued)

          51% of the Outstanding Common Stock.  Such reports shall be certified
          by an officer of the Issuer.

          (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.

                                       9

<PAGE>

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

NOTE 2 -  MATERIAL EVENTS (Continued)

          (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 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

                                       10

<PAGE>

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

NOTE 2 -  MATERIAL EVENTS (Continued)

          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,:

          (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.

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

          During January 2004, the Company issued 1,200,000 shares of common
          stock for services rendered valued at the market price of $0.09 per
          share, or $108,000.

NOTE 3 -  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 $1,668,637 and a working
          capital deficit of $573,136 as of March 31, 2004.

                                       11

<PAGE>

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

NOTE 3 -  GOING CONCERN (Continued)

          The Company's strategy is to expand the marketing of their games and
          shufflers and continue to form positive relationships with casinos
          throughout the United States. Management believes that an estimated
          $500,000 in additional debt or equity funding will be required over
          the next fiscal year for the payment of expenses associated with the
          ongoing business of the Company

          Although the Company has obtained short-term loans, in the absence of
          long-term financial support, there can be no assurance that additional
          financing can be obtained from conventional sources. Management is
          pursuing alternatives that include plans to raise capital through
          private placements and other offerings.

NOTE 4 -  SUBSEQUENT EVENTS

          During April 2004, the Company issued 1,200,000 shares of common stock
          pursuant to a Corporate Imaging Agreement.

          During April, 2004, the Company issued 5,000,000 shares of common
          stock for services.

          During April 2004, the Company entered into a stipulation in
          settlement agreement with Rapid Funding, LLC. (See Note 3)

          During May 2004, the Company issued 11,000,000 shares of common stock
          to Rapid Funding in accordance with this agreement.

          During May 2004, the Company issued 7,700,000 shares of common stock
          to four individuals for services rendered.

                                       12

<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."

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

Results of Operation

Three-Month Period Ended March 31, 2004 Compared to Three-Month Period Ended
March 31, 2003

     The Company's net loss for the three-month period ended March 31, 2004 was
($210,265) compared to a net loss of approximately ($100,075) for the
three-month period ended March 31, 2003 (an increase of $110,190).

                                       13

<PAGE>

     Total revenue for the three-month periods ended March 31, 2004 and 2003
were $26,795 and $26,754, respectively (an increase of $41). Total revenue
generated during the three-month periods ended March 31, 2004 and 2003 was
comprised of lease, equipment sales, and royalties income. The increase in
revenue during the three-month period ended March 31, 2004 was primarily due to
an increase in royalty and equipment sales revenue, offset by a $7,824 decrease
in lease revenue.

     During the three-month period ended March 31, 2004, the Company incurred
operating expenses of $230,960 compared to $123,035 of operating expenses
incurred during the three-month period ended March 31, 2003 (an increase of
$107,925). Operating expenses for the three-month period ended March 31, 2004
primarily consisted of: (i) $212,571 as selling, general and administrative
expenses compared to $108,081 in selling, general and administrative expenses
incurred during the three-month period ended March 31, 2003; (ii) $12,245 as
depreciation expense compared to $12,243 in depreciation expense incurred during
the three-month period ended March 31, 2003; and (iii) $2,711 in amortization
expense compared to $2,711 in amortization expense incurred during the
three-month period ended March 31, 2003. The Company also incurred $6,100 in
interest expense during the three-month period ended March 31, 2004 as compared
to $3,794 incurred during the three-month period ended March 31, 2003. The
increase in operational expenses during the three-month period ended March 31,
2004 compared to the three-month period ended March 31, 2003 was primarily due
to a increase in selling, general and administrative expenses resulting from the
issuance of common stock for services.

     As discussed above, although the Company generated revenues in the amount
of $26,795 during the three-month period ended March 31, 2004, the increase in
net loss during such period compared to the three-month period ended March 31,
2003 is attributable primarily to a increase in general and administrative
expenses. The Company's net loss during the three-month period ended March 31,
2004 is ($210,265) or (0.01) per common share compared to a net loss of
approximately ($100,075) or ($0.01) per common share during the three-month
period ended March 31, 2003. The weighted average number of common shares
outstanding, basic and diluted, was 22,033,613 for the three-month period ended
March 31, 2004 compared to 18,983,495 for the three-month period ended March 31,
2003.

     For the three-month period ended March 31, 2004, net cash flows used by
operating activities was ($15,966) compared to ($80,937) for the three-month
period ended March 31, 2003. The decrease in net cash flows used by operating
activities during the three-month period ended March 31, 2004 compared to the
three-month period ended March 31, 2003 resulted primarily from (i) an increase
in the net loss, offset by an increase in common stock issued for services; (ii)
an increase in accounts payable and accrued expenses of $60,231 during the
three-month period ended March 31, 2004 compared to a decrease of ($6,345)
during the three-month period ended March 31, 2003; and (iii) a decrease in
accounts receivable of $3,900 during the three-month period ended March 31, 2004
compared to an increase of ($4,500) during the three-month period ended March
31, 2003.

     For the three-month period ended March 31, 2004, net cash flows provided by
financing activities was $12,352 compared to $87,674 for the three-month period
ended March 31, 2003. The decrease during the three-month period ended March 31,
2004 was primarily attributable to (i) a decrease in proceeds from issuance of
common stock; and (ii) a decrease in payments on notes payable.

     During the three-month period ended March 31, 2004, the Company generated
approximately $26,795 in revenues from the lease, sales, and royalties of its
gaming products. Management of the Company believes that the Company will

                                       14

<PAGE>

continue to generate such revenues. Management further believes that there are
certain material factors applicable to all of the Company's products relevant to
the generation of revenues which include, but are not limited to, the following:
(i) adequate capital required to fund operational expenses; and (ii) state
approval of the specific game being marketed.

     As of March 31, 2004, the Company's current assets were $2,774 and its
current liabilities were $575,910, resulting in a working capital deficit of
$573,136. As of March 31, 2004, current assets were comprised of $2,774 in
inventory.

     As of March 31, 2004, current liabilities were comprised of (i) $200,413 in
notes payable; (ii) $76,500 in notes payable to stockholders; (iii) $127,317 in
accounts payable to related parties; (iv) $128,328 in accounts payable and
accrued expenses; (v) $7,352 in cash overdraft; and (vi) $36,000 in accrued
salary payable.

     As of March 31, 2004, the Company's total assets were $247,322 and its
total liabilities were $575,910. As of March 31, 2004, the Company's total
liabilities exceeded its total assets by $328,588. As of March 31, 2004, the
Company's total assets consisted primarily of (i) $2,774 in current assets; (ii)
$118,868 in net cost equipment; (iii) $72,981 net cost of intangible assets; and
(iv) $52,699 in non-current inventory. As of March 31, 2004, the Company's total
liabilities consisted primarily of $575,910 in current liabilities.

     Stockholders' deficit increased from ($226,323) for fiscal year ended
December 31, 2003 to ($328,588) for the three-month period ended March 31, 2004.

Liquidity And Capital Resources

     As of the date of this Quarterly Report, and based on a twelve-month plan
proposed by management of the Company, it is anticipated that an estimated
$500,000 is required over the next fiscal year for payment of expenses
associated with the ongoing business operations of the Company. The Company
generated $26,795 in total revenue during the three-month period ended March 31,
2004 and $26,754 in total revenue during the three-month period ended March 31,
2003. Management anticipates that overall generation of revenues will continue
to increase on an annual basis based on existing contracts and marketability of
its gaming products. Management believes that the Company can satisfy its cash
requirements for approximately the next six months based on its ability to
successfully generate revenues from the marketing of its gaming products and to
obtain advances from certain investors and related parties, as necessary. In the
event the Company is unable to obtain advances from certain investors and
related parties, management believes that the Company can satisfy its cash
requirements for approximately the next three months from its liquid assets.

     The Company has only recently generated sufficient cash flow to partially
fund its operations and activities. The Company may experience a liquidity
crisis and be required to raise additional capital. Historically, the Company
has relied upon internally generated funds and funds from the sale of shares of
stock and loans from its shareholders and private investors to finance its
operations and growth. Management may raise additional capital through future
public or private offerings of its stock or through loans from private
investors, although there can be no assurance that the Company will be able to
obtain such financing. The Company's future success and viability are primarily
dependent upon the ability of the Company's current management to (i) strengthen
and increase its customer base by enhancing the marketability of its products,
and (ii) increase the number of customers and expand into additional markets.
Management is optimistic that the Company will be successful in its capital
raising efforts. There can be no assurance, however, that the Company will be

                                       15

<PAGE>

able to continue to successfully distribute and market its gaming products and
to raise additional capital. The Company's failure to do so would have a
material and adverse affect upon the Company and its shareholders.

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

     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, HJ & Associates, LLC 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.

Material Commitments

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

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

                                       16

<PAGE>

raised by the Company and not until after payment in full of the Humecki
Promissory Note); and (iii) interest at the rate of 8% per annum commencing May
1, 2004 on any portion of the $220,000.00 outstanding on the first of each month
payable monthly.

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

     Additionally, a significant and estimated material commitment for the
Company for the fiscal year 2004 is the amount of $76,500.00 due and owing
certain shareholders of the Company. Certain shareholders of the Company
previously advanced an aggregate of $76,500.00 to the Company pursuant to notes
payable. The terms of the notes payable provide that the notes are payable upon
demand, are non-interest bearing, and may be converted into an undetermined
number of shares of the Company's restricted common stock

Future Commitments

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

Forward-Looking Statements

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

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.

                                       17

<PAGE>

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

     The Company is 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 are 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.

     Thereafter, subsequent to the period covered by this report, 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

                                       18

<PAGE>

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.

     The foregoing provides a summary of pertinent provisions set forth in the
Stipulation entered into by the parties to settle and resolve the subject
litigation. For further information concerning the Stipulation, please see the
Company's Form 8-K filed on May 4, 2004.

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

Item 2. Changes in Securities.

     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.
<TABLE>
<CAPTION>
                                                       Number of
                                                        Shares             Percent of
                                                     Beneficially          Outstanding
Name of Beneficial Owner                               Owned(1)              Shares
--------------------------------------------------------------------------------------
<S>                                                   <C>                   <C>
Thomas E. Sawyer                                       2,795,750             12.58%
3101 Riverside Drive
Idaho Springs, CO 80452

Tony A. Cranford                                       2,386,350             10.74%
12252 W. Chenango Drive
Morrison, CO 80465

Rapid Funding, LLC                                     9,582,500             43.13%
c/o Andrew Miller
1405 Adams Street
Denver, CO 80206

Officers and Directors as a Group                      5,182,500             23.32%
--------------------------------------------------------------------------------------
</TABLE>

                                       19

<PAGE>

     On April 8, 2004, subsequent to the period of this report, pursuant to a
stipulation in settlement of the matter of Rapid Funding, LLC v. Ten Stix, Inc.,
et al., Case Number 04 CV 0461, in the District Court of Jefferson County,
Colorado, Rapid Funding, LLC acquired additional shares of the Company's common
stock so that it then owned an aggregate of 14,764,750 shares (representing
66.39% of then outstanding shares of common stock of the Company) and received
from the Company the right to an additional 11,000,000 shares of the Company's
common stock. On May 13, 2004, Ten Stix issued the 11,000,000 shares of its
common stock to Rapid Funding, LLC making them the owner of 25,764,600 shares of
Ten Stix, Inc. common stock, representing 54.68% of the total outstanding
shares. A change in control of the Company has occurred due to the substantial
stock ownership now held by Rapid Funding LLC.

     On November 18, 2003, as a result of a UCC foreclosure sale on an
obligation due from Robert and Jodi Stevens, Rapid Funding LLC increased its
ownership to an aggregate of 9,582,500 shares of the Company's common stock.
Included in these shares were 4,500,000 shares pledged by Tony A. Cranford, an
officer and director of the Company, and 4,500,00 shares pledged by Thomas E.
Sawyer, an officer and director of the Company. Neither Mr. Cranford nor Mr.
Sawyer were personally obligated on the indebtedness due and owing from Robert
and Jodi Stevens to Rapid Funding, LLC. Thereafter, on April 8, 2004, pursuant
to the Stipulation, Rapid Funding LLC received ownership of an additional
2,386,350 shares from Tony A. Cranford and an additional 2,795,750 shares from
Thomas E. Sawyer and his wife.

     The stipulation also provides that the Company shall pay, in installments
payable over 12 months commencing no later than July 1, 2004, a total of
$200,000 to Rapid Funding, LLC in exchange for which the Company shall purchase
and acquire all shares of the Company's common stock owned by Rapid Funding,
LLC.

Item 3. Defaults Upon Senior Securities.

     None.

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

     No matter was submitted to a vote of the shareholders during the quarter
ended March 31, 2004.

Item 5. Other Information.

     On January 14, 2004, the Company issued 1,200,000 unrestricted shares of
common stock to David Keaveney, pursuant to Corporate Image Agreement dated
September 11, 2003. No underwriters were used. The securities were registered
under Securities Act of 1933 on Form S-8, which became effective on September
15, 2003 and pursuant to an Order of Effective Registration by Qualification
pursuant to Section 44-1891 of the Securities Act of Arizona which was granted
on November 12, 2003.

     On February 25, 2004 the 2003 Stock Option Plan was Amended and Restated to
provide for the issuance of Nonqualified Stock Options and to clarify the
respective exercise prices for both Incentive Stock Options and Nonqualified
Stock Options.

     On February 26, 2004, Ten Stix requested, the return of Preferred Stock
shares from Mercatus, Certificate No. 1021 for 5,725 shares and No. 1020 for
8,588 shares, in consideration of loan funding that was never delivered to the
Company.

Subsequent Events

     On April 7, 2004, the Company issued 1,200,000 unrestricted shares of
common stock to David Keaveney, pursuant to Corporate Image Agreement dated
September 11, 2003. No underwriters were used. The securities were registered
under Securities Act of 1933 on Form S-8, which became effective on September
15, 2003 and pursuant to an Order of Effective Registration by Qualification
pursuant to Section 44-1891 of the Securities Act of Arizona which was granted
on November 12, 2003.

                                       20

<PAGE>

     On April 7, 2004, the Company issued 1,000,000 unrestricted shares of
common stock to Frank Dobrucki for services rendered as a consultant. No
underwriters were used. The securities were registered under Securities Act of
1933 on Form S-8, which became effective on September 15, 2003 and pursuant to
an Order of Effective Registration by Qualification pursuant to Section
11-51-304 of the Colorado Securities Act which was granted on September 17,
2003.

     On April 13, 2004, the Company issued 2,000,000 unrestricted shares of
common stock to Scott Cartwright pursuant to the 2003 Stock Plan. No
underwriters were used. The securities were registered under Securities Act of
1933 on Form S-8, which became effective on September 15, 2003 and pursuant to
an Order of Effective Registration by Qualification pursuant to Section
11-51-304 of the Colorado Securities Act which was granted on September 17,2003.

     On April 13, 2004, the Company issued 2,000,000 unrestricted shares of
common stock to John Delello pursuant to the 2003 Stock Plan. No underwriters
were used. The securities were registered under Securities Act of 1933 on Form
S-8, which became effective on September 15, 2003 and pursuant to an Order of
Effective Registration by Qualification pursuant to Section 11-51-304 of the
Colorado Securities Act which was granted on September 17,2003.

     On May 13, 2004, Ten Stix issued 11,000,000 shares of its common stock to
Rapid Funding, LLC, pursuant to the terms of the April 6, 2004 stipulation in
the matter of Rapid Funding, LLC v. Ten Stix, Inc., Case No. 04-CV-0461.
Following the issuance of these shares Rapid Funding, LLC is the owner of
25,764,600 shares of Ten Stix, Inc. common stock, representing 54.68% of the
total outstanding shares. See Part II, Item 1 - Legal Proceedings.

     On May 13, 2004, the Company issued 1,300,000 unrestricted shares of common
stock to David Keaveney, pursuant to Corporate Image Agreement dated September
11, 2003. No underwriters were used. The securities were registered under
Securities Act of 1933 on Form S-8, which became effective on September 15, 2003
and pursuant to an Order of Effective Registration by Qualification pursuant to
Section 44-1891 of the Securities Act of Arizona which was granted on November
12, 2003.

     On May 13, 2004, the Company issued 1,000,000 unrestricted shares of
common stock to Frank Dobrucki for services rendered as a consultant. No
underwriters were used. The securities were registered under Securities Act of
1933 on Form S-8, which became effective on September 15, 2003 and pursuant to
an Order of Effective Registration by Qualification pursuant to Section
11-51-304 of the Colorado Securities Act which was granted on September 17,
2003.

     On May 13, 2004, the Company issued 2,700,000 unrestricted shares of
common stock to Scott Cartwright pursuant to the 2003 Stock Plan. No
underwriters were used. The securities were registered under Securities Act of
1933 on Form S-8, which became effective on September 15, 2003 and pursuant to
an Order of Effective Registration by Qualification pursuant to Section
11-51-304 of the Colorado Securities Act which was granted on September 17,2003.

     On May 13, 2004, the Company issued 2,700,000 unrestricted shares of
common stock to John Delello pursuant to the 2003 Stock Plan. No underwriters
were used. The securities were registered under Securities Act of 1933 on Form
S-8, which became effective on September 15, 2003 and pursuant to an Order of
Effective Registration by Qualification pursuant to Section 11-51-304 of the
Colorado Securities Act which was granted on September 17,2003.

                                       21

<PAGE>

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

(b)  Forms 8-K
     ---------
     There were no reports on Form 8-K filed during the quarter ended March 31,
2004.

Subsequent 8-Ks

     Subsequent to the period covered by this report, on May 4, 2004, the
Company filed a report on Form 8-K setting forth the circumstances behind the
Change of Control of the Company that occurred on April 8, 2004 and additionally
listing five separate press releases filed during the month of April 2004.

     Subsequent to the period covered by this report, on May 18, 2004, the
Company filed a report on Form 8-K for a Press Release that announced the
delivery of its consumer model of the ProShuffle (TM) through its distributor,
Excalibur Electronics, to the J.C. Penney Corporation, Inc.

     Subsequent to the period covered by this report, on May 20, 2004, the
Company filed a report on Form 8-K for a Press Release that announced the second
order of shufflers by Bed Bath & Beyond.






                                       22

<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:  June 21, 2004                       /s/ Thomas E. Sawyer
       _______________                     _______________________________
                                           Thomas E. Sawyer
                                           President/Treasurer/
                                           Chief Executive Officer




Date:  June 21, 2004                       /s/ Tony A. Cranford
       ________________                    _______________________________
                                           Tony A. Cranford
                                           Vice President






                                       22