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

                                    FORM 10-Q

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

         For the quarterly period ended March, 31, 2004

                                       OR

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

   FROM THE TRANSITION PERIOD FROM ___________________ TO ___________________

Commission File Number  001-14015

                                 Ionatron, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Delaware                                            77-0262908
---------------------------------                           --------------------
  (State or other jurisdiction                                  IRS Employer
of incorporation or organization)                           (Identification No.)

3950 East Columbia                                                  85714
Tucson, AZ                                                       ----------
-------------------------------                                  (Zip Code)
(Address of Principal Executive Offices)

                                 (520) 628 7415
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

           U.S. Home & Garden Inc., fiscal year changed to December 31
--------------------------------------------------------------------------------
   (former name, former address and former fiscal year, if changed since last
                                    report)

         Indicate  by check  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 the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                Yes _X_   No ____

Indicate by check whether the registrant is an accelerated  filer (as defined in
Rule 12b-2 of the Exchange Act

                                Yes ____  No _X_

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common equity, as of the latest  practicable date. As of May 15, 2004
there were 69,390,208  shares of the issuer's common stock,  par value $.001 per
share, outstanding.

<PAGE>

PART I - FINANCIAL  INFORMATION

Item 1 -  Consolidated Financial Statements (unaudited)

            Consolidated balance sheets as of March 31, 2004 and
            December 31, 2003                                                  3

            Consolidated statements of operations for the three months
            ended March 31, 2004 and 2003                                      4

            Consolidated statements of cash flows for the three months
            ended March 31, 2004 and 2003                                      5

            Consolidated Statement of Stockholders' Equity for the three
            months ended March 31, 2004                                        6

            Notes to consolidated financial statements                         7

Item 2      Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                         15

Item 3      Quantitative and Qualitative Disclosures About Market Risk        20

Item 4      Controls and Procedures                                           21

PART II - OTHER INFORMATION

Item 2      Changes in Securities and Use of Proceeds                         22

Item 6      Exhibits and Reports on Form 8-K

            (a)   Exhibits                                                    22
            (b)   Reports on Form 8-K                                         22

                                                                              23
SIGNATURES



                                      -2-
<PAGE>

                                 IONATRON, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                   March 31,       December 31,
                                                                     2004              2003
                                                                 ------------      ------------
                                                                 (Unaudited)
<S>                                                              <C>               <C>
Assets
Current assets:
    Cash and cash equivalents                                    $  8,488,739      $    103,392
    Accounts receivable                                                85,340            73,027
    Receivables from shareholder                                        2,713           107,482
    Inventory                                                         352,633            21,000
    Costs in excess of billings                                        83,003            31,427
    Prepaid expenses                                                   83,555            47,905
                                                                 ------------      ------------

Total current assets                                                9,095,983           384,233
                                                                 ------------      ------------

Property and equipment, net                                         1,058,529         1,141,887
                                                                 ------------      ------------

Total assets                                                     $ 10,154,512      $  1,526,120
                                                                 ------------      ------------

Liabilities and Stockholders' Equity (Deficit)

Current liabilities:
     Note payable to shareholder                                 $  2,800,000      $  4,300,000
     Accounts payable                                                 675,073           330,696
     Accrued expenses                                                 159,180           365,208
                                                                 ------------      ------------

Total liabilities                                                   3,634,253         4,995,904
                                                                 ------------      ------------

Commitments and contingencies                                              --                --

Stockholders' equity (deficit):
    Preferred stock, 1,000,000 shares authorized and unissued
    Common stock, $.001 par value, 100,000,000 shares
        authorized; 67,798,339 shares issued and outstanding
        at March 31, 2004 and 48,452,249 shares issued and
        outstanding at December 31, 2003                               67,798            48,452
    Additional paid-in capital                                      7,368,355           471,548
    Accumulated deficit                                              (915,894)       (3,989,784)
                                                                 ------------      ------------

Total stockholders' equity (deficit)                                6,520,259        (3,469,784)
                                                                 ------------      ------------

Total liabilities and stockholders' equity (deficit)             $ 10,154,512      $  1,526,120
                                                                 ============      ============
</TABLE>

         See accompanying notes to the consolidated financial statements


                                      -3-
<PAGE>

                                 IONATRON, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                       March 31, 2004    March 31, 2003
                                                       --------------    --------------

<S>                                                      <C>               <C>
Revenue                                                  $ 272,442         $      --

Costs of revenue                                           255,000                --
                                                         ---------         ---------
Gross profit                                                17,442                --


Operating expenses:
    General and administrative                             565,549           469,852
    Selling and marketing                                  112,506            67,723
    Research and development                               180,765           421,475
                                                         ---------         ---------

Total operating expenses                                   858,820           959,050
                                                         ---------         ---------

Operating loss                                            (841,378)         (959,050)

Interest expense                                            74,516            33,811
                                                         ---------         ---------

Net loss                                                 $(915,894)        $(992,861)
                                                         =========         =========


Per Share Amounts:

Weighted average common shares outstanding-basic and
     diluted                                            51,215,979        48,452,249

Net loss per common share - basic and diluted                $(.02)            $(.02)
</TABLE>

         See accompanying notes to the consolidated financial statements


                                      -4-
<PAGE>

                                 IONATRON, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                  Three Months       Three Months
                                                                     Ended              Ended
                                                                 March 31, 2004     March 31, 2003
                                                                 --------------     --------------
<S>                                                              <C>                <C>
Cash flows from operating activities
    Net loss                                                     $  (915,894)       $  (992,861)
    Adjustments to reconcile net loss to net cash and cash
    equivalents  (used in) provided by operating activities:
       Depreciation and amortization                                 157,478            158,609
       Changes in assets and liabilities:
           Accounts receivable                                       (12,313)                --
           Inventory                                                (331,633)                --
           Costs in excess of billings                               (51,576)                --
           Prepaid expenses                                          (35,650)            (3,459)
           Accounts payable                                          344,377             55,455
           Accrued expenses                                         (206,028)           139,210
                                                                 -----------        -----------
       Total adjustments                                            (135,345)           349,815
                                                                 -----------        -----------
              Net cash used in operating activities               (1,051,239)          (643,046)
                                                                 -----------        -----------
Cash flows from investing activities:
       Purchase of equipment                                         (74,120)          (522,185)
       Receivables from shareholder                                  104,769                 --
                                                                 -----------        -----------
              Net cash used in investing activities                   30,649           (522,185)
                                                                 -----------        -----------
Cash flows from financing activities:
       Proceeds from note payable to shareholder                   1,000,000          1,100,000
       Repayment of note payable                                    (500,000)                --
       Cash acquired from reverse merger                           8,905,937                 --
                                                                 -----------        -----------
              Net cash provided by financing activities            9,405,937          1,100,000
                                                                 -----------        -----------
Net increase in cash and cash equivalents                          8,385,347            (65,231)
Cash, beginning of period                                            103,392             97,206
                                                                 -----------        -----------
Cash and cash equivalents, end of period                         $ 8,488,739        $    31,975
                                                                 ===========        ===========
Supplemental statement of cash flow information:
       Cash paid during the year for interest                    $       633        $        --
                                                                 ===========        ===========

Noncash investing and financing activities ( Note 11)
</TABLE>

         See accompanying notes to the consolidated financial statements


                                      -5-
<PAGE>

                                  IONATRON, INC
             CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT)
                        THREE MONTHS ENDED MARCH 31, 2004
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                      COMMON STOCK
                                                -------------------------         PAID-IN
                                                  SHARES          AMOUNT          CAPITAL         DEFICIT         TOTAL
                                                ----------        -------        ----------     -----------    ----------
<S>                                             <C>               <C>            <C>            <C>            <C>
Amounts at January 1, 2004                      48,452,249        $ 48452          $471,548     $(3,989,784)   $(3,469,784)
Transfer of deficit on termination of                                            (3,989,784)      3,989,784
    Subchapter S election
Contribution of note payable to                                                   2,000,000                      2,000,000
    stockholders' equity
Issuance of common stock in merger              19,346,090         19,346         8,886,591                      8,905,937
Net loss for the period                                                                            (915,894)      (915,894)
                                                ----------        -------        ----------     -----------    -----------
Amounts at March 31, 2004                       67,798,339        $67,798        $7,368,355     $  (915,894)   $ 6,520,259
                                                ==========        =======        ==========     ===========    ===========
</TABLE>


         See accompanying notes to the consolidated financial statements


                                      -6-
<PAGE>

                                 IONATRON, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)

1.       BASIS OF FINANCIAL PRESENTATION

         The consolidated financial statements include the accounts of Ionatron,
Inc. and its wholly-owned subsidiary, Ionatron Technologies, Inc. (collectively,
"Company,"  "Ionatron,"  "we," "our" and "us").  All  intercompany  balances and
transactions have been eliminated.

         The consolidated  financial  statements and related notes thereto as of
March  31,  2004 and for the three  months  ended  March  31,  2004 and 2003 are
presented as unaudited, but in the opinion of management include all adjustments
necessary to present fairly the information set forth therein.  The consolidated
balance  sheet  information  for  December 31, 2003 was derived from the audited
financial statements.  The interim results are not necessarily indicative of the
results for any future periods.

MERGER AND RECAPITALIZATION

         On March 18, 2004, a subsidiary of U. S. Home & Garden  Inc.  (USHG), a
non-operating,   publicly  traded  company  merged  into  Ionatron,   Inc.  (the
"Merger").  Following the Merger,  USHG  shareholders  held 33.89 % and Ionatron
shareholders  held 66.11% of USHG common  stock on a fully  diluted  basis.  The
combination  has been  accounted for as a  recapitalization  of Ionatron,  Inc.,
effective  from our  inception  on June 3, 2002 and the  issuance of  19,346,090
common shares and 5,429,009 options and warrants to the USHG shareholders on the
date of merger in exchange for the cash.  We also  acquired in the Merger a $1.6
million  principal amount  subordinated  promissory note from a highly leveraged
entity.  This note matures in 2009 and accrues  interest on a compound  basis at
the rate of 9% per annum until maturity.  We recorded a 100% valuation allowance
for this note due to the uncertainty of collectibility.

          The consolidated  financial  statements reflect the historical results
of  Ionatron,  Inc.,  prior to March 18,  2004 and the  consolidated  results of
operations  of the  Company  since March 18,  2004.  All  outstanding  shares of
Ionatron common stock were converted to 48,452,249  shares of USHG common stock.
On April 29, 2004, our shareholders approved the change of our corporate name to
Ionatron,  Inc.,  an  increase of our  authorized  common  stock to  100,000,000
shares, and the classification of the Board of Directors into three classes.  We
also  changed of our  fiscal  year end from June 30 to  December  31. The common
stock and per share  information in the  consolidated  financial  statements and
related  notes  have  been   retroactively   adjusted  to  give  effect  to  the
recapitalization.

NATURE OF BUSINESS AND SUMMARY OF OPERATIONS

         Ionatron  was  formed on June 3, 2002 to develop  and  market  Directed
Energy Weapon technology products initially for sale to the U.S. Government. The
goal of the  Company is to produce  products  that  incorporate  our  technology
initially for specific U.S.  Government  customer  applications  and  platforms.
Ionatron  and the U.S.  Government  have  entered  into  several  contracts  for
products and services as well as Cooperative Research and Development Agreements
for joint  research on Laser Induced  Plasma  Channel  ("LIPC")  based  directed
energy  weapons.  We expect to offer U.S.  Government  approved  versions of our
products for commercial  security  applications  in the future.  During 2003 and
2002, the Company engaged in research and  development and business  development
activities.  Ionatron  has  demonstrated  its laser  guided  man-made  lightning
directed  energy  technology in the laboratory and now has government  contracts
for effects  testing,  compact  laser source  development  and the delivery of a
system on a mobile platform for field demonstration and testing.


                                      -7-
<PAGE>

RISKS AND UNCERTAINTIES

         Future results of operations of Ionatron  involve a number of known and
unknown  risks and  uncertainties.  Factors that could affect  future  operating
results  and cash  flows  and  cause  actual  results  to vary  materially  from
historical results include, but are not limited to:

         -        Failure or difficulties in managing our operations,  including
                  attracting and retaining qualified personnel;

         -        Failure or  inability  to attain  profit  levels  necessary to
                  sustain our business

         -        Interruption  or  failure  of,  or  failure  to  manage,   our
                  technology and information systems;

         -        Changes in government  policy,  regulation and  enforcement or
                  adverse judicial or administrative interpretations and rulings
                  or legislative  action  relating to  procurement  regulations,
                  enforcement and pricing;

         -        Availability  of  budgetary   allocations   for   governmental
                  agencies to purchase our products;

         -        Inability to adapt to technological change;

         -        Inability  to   successfully   manufacture  and  assemble  our
                  products;

         -        Competition from defense  contractors  with greater  financial
                  and manufacturing resources;

         -        Dependence upon sales to the U.S. government;

         -        Sales agreements with the U.S.  government  typically  provide
                  for termination at any time and may contain unfavorable terms;

         -        Dependence on qualified subcontractors for parts of our
                  research and development activities;

         -        Inability   to  raise   sufficient   financing   for  expanded
                  manufacturing and assembly activity;

         -        Failure to successfully field test our weapon products;

         -        Inability to collect amounts due to us from our customers; and

         -        Our failure to provide adequate customer service.

         Negative  developments  in these areas could have a material  effect on
our business, financial condition and results of operations.

USE OF ESTIMATES

         The  preparation of financial  statements in conformity with accounting
principles  generally  accepted  in the United  States of America  requires  our
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the financial  statements,  and the reported  amounts of revenue and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.


                                      -8-
<PAGE>

REVENUE RECOGNITION

         Revenues under long-term U.S.  Government  contracts are recorded under
the  percentage  of  completion  method.  Revenues  under  cost  plus  fixed fee
contracts are recorded as costs are incurred and include  estimated  earned fees
in the  proportion  that costs incurred to date bear to total  estimated  costs.
Costs include  direct  labor,  direct  materials,  and  subcontractor  costs and
overhead. As contracts can extend over one or more accounting periods, revisions
in costs and earnings  estimated  during the course of work are reflected during
the accounting period in which the facts become known. When the current contract
estimate  indicates a loss,  provision is made for the total anticipated loss in
the current period.

         Revenues  for other  products and  services  are  recognized  when such
products  and services  are  delivered  and, in  connection  with certain  sales
to government agencies, when the products  and  services are  accepted, which is
normally negotiated as part of the initial contract.

CASH AND CASH EQUIVALENTS

         Cash  and cash  equivalents  are  considered  to be all  highly  liquid
investments purchased with an initial maturity of three (3) months or less.

FAIR VALUE OF FINANCIAL INSTRUMENTS

         The carrying amount of accounts receivable,  accounts payable,  accrued
expenses and related party debt approximate fair value due to the short maturity
of these instruments.

CONCENTRATIONS OF CREDIT RISK

         We maintain cash balances at a major bank and at times, balances exceed
FDIC limits. We generally do not have a significant concentration of credit risk
on accounts receivable from the U.S. Government.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

         We do not generally  provide an allowance for receivables from the U.S.
Government.  Allowances  for doubtful  accounts will be maintained for estimated
losses  resulting from the failure of other customers to make required  payments
on their accounts.

PROPERTY AND EQUIPMENT AND DEPRECIATION

         Property and equipment are recorded at  historical  cost.  Depreciation
and  amortization  are  calculated  using  the  straight-line  method  over  the
estimated useful lives of the assets from 3 to 10 years.  Leasehold improvements
are  depreciated  over  the life of the  related  lease or  asset,  if  shorter.
Amortization of assets acquired under capital leases is included in depreciation
and amortization expense.

         Significant  improvements  extending  the useful life of  property  are
capitalized.  When property is retired or otherwise disposed of, the cost of the
property and the related accumulated depreciation are removed from the accounts,
and any resulting gains or losses are reflected in the consolidated statement of
operations. Repair and maintenance costs are expensed as incurred.

COMPUTER SOFTWARE DEVELOPMENT COSTS

         Direct development costs associated with internal-use computer software
are accounted for under Statement of Position 98-1  "Accounting for the Costs of
Computer  Software  Developed or Obtained for Internal Use" and are capitalized,
including  external  direct costs of material and services and payroll costs for
employees  devoting time to the software  projects.  Costs  incurred  during the
preliminary  project stage, as well as for maintenance and training are expensed


                                      -9-
<PAGE>

as incurred.  Amortization is provided on a straight-line basis over the shorter
of 3 years or the estimated useful life of the software.

VALUATION OF LONG-LIVED ASSETS

         We review  long-lived assets and certain  identifiable  intangibles for
possible impairment  whenever events or changes in circumstances  (rapid pace of
technology)  indicate  that  the  carrying  amount  of  any  asset  may  not  be
recoverable.  We assess the  recoverability  of  long-lived  assets and  certain
identifiable intangibles by determining whether the amortization of the balances
over  their  remaining  lives  can  be  recovered  through  undiscounted  future
operating  cash flows.  The amount of  impairment,  if any, is measured based on
projected   discounted  future  operating  cash  flows  using  a  discount  rate
reflecting  the  Company's   average  cost  of  funds.  The  assessment  of  the
recoverability  of  long-lived  assets  will be  impacted  if  estimated  future
operating cash flows are not achieved.  Factors we consider important that could
trigger an impairment review include the following:

         o        Significant   underperformance   relative  to   historical  or
                  projected future operating results,

         o        Significant  changes in the manner of our use of the  acquired
                  assets or the strategy for our overall business;

         o        Significant negative industry or economic trends; and

         o        Significant  decline in our stock price for a sustained period
                  and market capitalization relative to net book value.

INCOME TAXES

         Income taxes are accounted  for under the asset and  liability  method.
Accordingly,  deferred tax assets and liabilities  are recognized  currently for
the future tax consequences  attributable to the temporary  differences  between
the financial  statement  carrying  amounts of assets and  liabilities and their
respective  tax basis.  Deferred tax assets and  liabilities  are measured using
enacted  tax rates in effect for the year in which those  temporary  differences
are expected to be recovered  or settled.  A valuation  allowance is recorded to
reduce the carrying amounts of deferred tax assets if it is more likely than not
that such assets will not be realized.

         We consider all available  evidence,  both  positive and  negative,  to
determine whether,  based on the weight of that evidence,  a valuation allowance
is needed for some portion or all of a net deferred tax asset.  Judgment is used
in  considering  the  relative  impact of negative  and  positive  evidence.  In
arriving  at these  judgments,  the  weight  given to the  potential  effect  of
negative and positive  evidence is commensurate  with the extent to which it can
be objectively  verified. We record a valuation allowance to reduce our deferred
tax assets and review the amount of such allowance  annually.  When we determine
certain  deferred  tax assets are more likely than not to be  utilized,  we will
reduce our valuation allowance accordingly.

         Prior to  January  1,  2004,  we  elected  to be taxed as a  Subchapter
S-corporation with the individual  shareholders reporting their respective share
of our losses on their income tax return.  Accordingly,  we have no deferred tax
assets or liabilities arising in prior periods.

         We have  provided a valuation  allowance  for the  deferred  tax assets
related to the $6.7 million  operating and $7.8 million  capital loss carryovers
of USHG.  The operating  losses are  available  for  deduction  from our taxable
income at a rate of $2.8 million per year. The tax benefits related to deduction
of the USHG losses will be added to paid-in capital.

RESEARCH AND DEVELOPMENT EXPENSES

         We expense our research and development costs as incurred.


                                      -10-
<PAGE>

NET LOSS PER SHARE

         Basic  earnings  per  share  is  computed  by  dividing  income  (loss)
available to common shareholders by the weighted average number of common shares
outstanding  for the period.  Diluted  earnings per share  reflect the effect of
common  shares  issuable  upon  exercise of stock options and warrants when such
effect is not anti-dilutive.

STOCK-BASED COMPENSATION

         We account for our stock option awards under the intrinsic  value based
method of  accounting  prescribed by APB Opinion No. 25,  "Accounting  for Stock
Issued to Employees," and related interpretations, including FASB Interpretation
No. 44 "Accounting for Certain  Transactions  Including Stock  Compensation," an
interpretation  of APB Opinion No. 25. Under the  intrinsic  value based method,
compensation cost is the excess, if any, of the quoted market price of the stock
at grant date or other  measurement date over the amount an employee must pay to
acquire the stock. We make pro forma  disclosures of net income and earnings per
share as if the fair  value  based  method of  accounting  had been  applied  as
required by SFAS No. 123,  "Accounting  for Stock-Based  Compensation"  and SFAS
148,  "Accounting for Stock-Based  Compensation - Transition and Disclosure - an
amendment  of SFAS 123." For purposes of pro forma  disclosures  under SFAS 123,
pro-forma  compensation  expense  measured at date of grant for options  granted
near the end of the first  quarter  is  assumed to be  amortized  for  pro-forma
disclosure  purposes over the two - four year vesting periods of the options. As
a  result  of the  grant  date at the end of the  first  quarter,  there  was no
pro-forma compensation expense for the first quarter.

         Pro-forma  compensation  is  based on the  fair  value  of the  options
granted  which has been  estimated at the various  dates of the grants using the
Black-Scholes option-pricing model with the following assumptions:

         -        Fair market value of the underlying  common stock based on our
                  closing common stock price on the date the option is granted;

         -        Risk-free  interest rate based on the weighted averaged 5-year
                  U.S. Treasury note strip rates;

         -        Volatility has been based on comparable  companies  considered
                  as we do not have  sufficient  trading  history for our common
                  stock; and

         -        No expected  dividend yield based on future  dividend  payment
                  plans.

COMPREHENSIVE INCOME

         We have no items of comprehensive income or expense.  Accordingly,  our
comprehensive  income  (loss)  and net income  (loss) are equal for all  periods
presented.

NEW ACCOUNTING PRONOUNCEMENTS

         There are no new accounting pronouncements that affect our consolidated
financial  statements.  However  recent  proposals by the  Financial  Accounting
Standards Board relating to stock based compensation would, if adopted,  require
us to use the fair value method of accounting (as described above) for our stock
options issued in the future.

2.       ACCOUNTS RECEIVABLE

         Accounts  receivable  included $23,292 at March 31, 2004 and $30,948 at
December  31,  2003 of  recoverable  costs for  progress  completed  but not yet
billed.


                                      -11-
<PAGE>

3.       INVENTORIES

         Inventories,  primarily  consisting  of labor,  overhead and  materials
pertaining  to  long-term  contracts,  are carried at cost.  At March 31,  2004,
inventory was comprised only of materials.

4.       PROPERTY AND EQUIPMENT

         Property and equipment consist of the following:

                                          March 31, 2004     December 31, 2003
                                          --------------     -----------------

Furniture and leasehold improvements        $    31,539         $    16,559
Equipment and software                        2,059,757           2,000,617
                                            -----------         -----------
                                              2,091,296           2,017,176

Less accumulated depreciation                (1,032,767)           (875,289)
                                            -----------         -----------

Net property and equipment                  $ 1,058,529         $ 1,141,887
                                            ===========         ===========

5.       NOTE PAYABLE TO SHAREHOLDER

         Our Chairman,  a significant  shareholder,  has provided funds from the
inception  of the Company  under a  revolving  credit  arrangement.  The maximum
amount borrowed was $5.3 million. After pay down of $500,000 and contribution of
$2 million of the revolving credit into equity in the first quarter of 2004, the
remainder  of $2.8  million  was  incorporated  into a new $3 million  revolving
credit  arrangement with same terms of the original  revolving credit agreement.
The note payable to shareholder  bears interest at a variable  annual rate equal
to the prime rate plus two percent  (2%),  is due upon  demand  subject to Board
approval,  and is  collateralized  by the  assets  of our  subsidiary,  Ionatron
Technologies,  Inc.  $2.8 million and $4.3 million  were  outstanding  under the
revolving  credit  arrangements  at  March  31,  2004  and  December  31,  2003,
respectively.

6.       STOCKHOLDERS' EQUITY

         PREFERRED STOCK

         The Company is authorized to issue 1,000,000  shares of preferred stock
with such designations,  rights and preference as may be determined from time to
time  by the  Board  of  Directors.  Accordingly,  the  Board  of  Directors  is
empowered, without stockholder approval, to issue preferred stock with dividend,
liquidation,  conversion,  voting or other rights,  which could adversely affect
the voting power or other rights of the holders of the  Company's  common stock.
No shares of the preferred stock are outstanding.

         COMMON STOCK

         On April 29,  2004,  our  shareholders  approved  the  increase  in our
authorized common stock to 100,000,000  shares. We have given retroactive effect
to this increase in the accompanying balance sheet.

         We have a Rights  Agreement  commonly known as a "poison  pill",  which
provides that in the event an individual or entity  becomes a beneficial  holder
of 12% or more of the shares of our capital  stock,  without the approval of the
Board of Directors,  other  stockholders  of the Company shall have the right to
purchase shares of our (or in some cases, the acquiror's)  common stock from the
Company at 50% of its then market  value.  In  connection  with the Merger,  the
acquisition of greater than 12% of our capital stock by each of our Chairman and
Chief Executive Officer was approved by the Board of Directors.


                                      -12-
<PAGE>

         STOCK WARRANT AND DEVELOPMENT AGREEMENT

         In October 2003, we entered a Development  Agreement with a third party
whereby the Company  issued a warrant,  which expires  October 2008, to purchase
1,028,076 common shares at $0.  Substantially all of the non-financial  terms of
the  development  agreement  including  the  identity  of the  third  party  are
classified by the U.S. Government.  The Development Agreement provides the third
party with ownership rights to intellectual  property developed on behalf of the
third  party  and  certain  license  rights  in  exchange  for  the  payment  of
$2,400,000. In addition, the Development Agreement provides for reimbursement of
up to one third of our actual  labor,  material  and external  consulting  costs
expended under the Development Agreement. The initial $500,000 payment under the
agreement  was  considered  as  payment  for the  warrant  and was  recorded  as
additional  paid-in-capital.  1,028,076  shares  of common  stock  issued in the
Merger are being held in escrow pending  issuance  under the warrant.  The third
party and our  management met on April 29, 2004 and both parties intend to enter
a modified joint  development  agreement for the remaining $1.9 million  payment
due under the original agreement.

         STOCK OPTIONS AND WARRANTS

         At March 31, 2004 there were options to purchase 6.6 million  shares of
common  stock  outstanding.   Options  and  warrants  issued  by  USHG  covering
approximately 5.5 million shares of common stock exercisable, at exercise prices
ranging  from  $.25 to $.63,  until  2013  were  outstanding  at the date of the
merger.  Subsequent to the Merger we issued options  covering 1.1 million shares
of common stock at exercise  prices  ranging from $2.85 to $3.35 and  expiration
dates extending into 2009. Of the total, options to purchase 300,000 shares were
granted to consultants for services provided in connection with the Merger.  The
remainder,  which  vest  over two year to four year  periods,  were  granted  to
directors and  employees We may issue up to 3,000,000  shares of common stock at
terms  and  conditions  approved  by the Board at dates of  issuances  under the
qualified stock option plan approved by our stockholders on April 29, 2004.

7.       SIGNIFICANT CUSTOMERS

         Our principal customer is the U. S. Government.

8.       RETIREMENT PLANS

         We established a 401(k) plan for the benefit of our  employees.  We may
make  discretionary  contributions to the plan. In the first quarter of 2004 and
fiscal years 2003 and 2002, the Company did not contribute to the 401(k) plan.

9.       COMMITMENTS AND CONTINGENCIES

LEASES

         We lease office, manufacturing and storage space at an annual rental of
$330,000 under a  non-cancelable  operating lease agreement from a company owned
by our Chairman.  The lease expires in November 2012,  contains  renewal options
and an escalation  provision at the end of five years that  increases our annual
rent by $49,500.  We are also  responsible for certain  property  related costs,
including  insurance,  utilities and property  taxes.  Rent expense for 2003 and
2002 was  approximately  $90,000 for each quarter.  Future annual  minimum lease
payments under these leases are:

Years ending December 31,                                      Amount
-------------------------                                    ----------
2004                                                         $  247,500
2005                                                            330,000
2006                                                            330,000
2007                                                            352,000
2008                                                            379,500
Thereafter                                                    1,454,750
                                                             ----------
Total                                                        $3,093,750
                                                             ==========

                                      -13-
<PAGE>

GUARANTEES

         We agree to indemnify our officers and directors for certain  events or
occurrences  arising as a result of the  officer or  director's  serving in such
capacity.  The  term  of the  indemnification  period  is for the  officer's  or
director's  lifetime.  The maximum  amount of future  payments  that we could be
required to make under these indemnification  agreements is unlimited.  However,
we maintain a directors and officer  liability  insurance policy that limits our
exposure and enables us to recover a portion of any future  amounts  paid.  As a
result, we believe the estimated fair value of these indemnification  agreements
is minimal  because of our  insurance  coverage and we have not  recognized  any
liabilities for these agreements as of March 31, 2004.

10.      INCOME TAXES

         Income tax benefits of approximately  $360,000  resulting from the loss
in the first quarter are available for deduction from future taxable income.  We
have provided a valuation allowance for all of these income tax benefits.

11.      SUPPLEMENTAL CASH FLOW INFORMATION

         Non-Cash Investing and Financing Activities:

                                                   Three Months Ended March 31,
                                                   ----------------------------
                                                      2004             2003
                                                      ----             ----

Conversion of note payable to common                2,000,000           --
stock

12.      SUBSEQUENT EVENT

         We announced on April 21, 2004 receipt of a U.S. Government contract to
build and  deliver a  transportable  demonstrator  unit that will be utilized to
conduct field trials of our next generation  controlled energy  technology.  The
initial contract award is for $9,000,000 and is expected to be completed in less
than 10 months and is a cost plus fixed fee type contract.


                                      -14-
<PAGE>

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

         You  should  read the  following  discussion  in  conjunction  with our
Consolidated  Financial  Statements included elsewhere in this Form 10-Q and any
subsequent filings. Certain of the statements contained herein may be considered
forward-looking statements.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Certain  statements in this  Quarterly  Report on Form 10-Q  constitute
forward-looking  statements for purposes of the securities laws. Forward-looking
statements include all statements that do not relate solely to the historical or
current facts, and can be identified by the use of forward looking words such as
"may",  "believe",  "will",  "expect",  "expected",   "project",   "anticipate",
"anticipated"  estimates",   "plans",  "strategy",   "target",   "prospects"  or
"continue"  These forward looking  statements are based on the current plans and
expectations of our management and are subject to a number of uncertainties  and
risks that could  significantly  affect our current plans and  expectations,  as
well as future results of operations  and financial  condition and may cause our
actual results, performances or achievements to be materially difficult from any
future  results,  performances  or  achievements  expressed  or  implied by such
forward-looking  statements. This Form 10-Q contains important information as to
risk factors in the notes to  financial  statements  and below.  In making these
forward-looking  statements,  we claim the  protection  of the  safe-harbor  for
forward-looking  statements  contained in the Private  Securities  Reform Act of
1995.   Although   we  believe   that  the   expectations   reflected   in  such
forward-looking  statements are reasonable,  there can be no assurance that such
expectations will prove to have been correct. We do not assume any obligation to
update these  forward-looking  statements to reflect actual results,  changes in
assumptions,   or  changes  in  other  factors  affecting  such  forward-looking
statements.

OVERVIEW

         On March 18, 2004, a subsidiary of U. S. Home & Garden  Inc. (USHG),  a
non-operating,   publicly   traded   company   trading   merged  into   Ionatron
Technologies,  Inc.,  formerly  Ionatron,  Inc.  (the  "Merger").  Following the
Merger, USHG shareholders held 33.89 % and Ionatron  shareholders held 66.11% of
the outstanding  USHG common stock.  The combination has been accounted for as a
recapitalization of Ionatron,  Inc., from our inception on June 3, 2002, and the
issuance of 19,346,090  common shares and 5,429,006  options and warrants to the
USHG  shareholders on the date of merger in exchange for cash. The  consolidated
financial statements reflect the historical results of Ionatron,  Inc., prior to
March 18, 2004 and the  consolidated  results of operations of the Company since
March 18, 2004. On April 29, 2004, our  shareholders  approved the change of our
corporate name to Ionatron,  Inc., an increase of our authorized common stock to
100,000,000  shares and the  classification of our Board of Directors into three
classes.  We also  changed our fiscal year end from June 30 to December  31. The
common stock and per share information in the consolidated  financial statements
and  related  notes  have  been  retroactively  adjusted  to give  effect to the
re-capitalization.

         Ionatron  was  formed on June 3, 2002 to develop  and  market  Directed
Energy Weapon technology products initially for sale to the U.S. Government. The
goal of the  Company is to  initially  produce  products  that  incorporate  our
technology for specific U.S.  Government  customer  applications  and platforms.
Ionatron  and the U.S.  Government  have  entered  into  several  contracts  for
products and services as well as Cooperative Research and Development Agreements
for joint  research on Laser Induced  Plasma  Channel  ("LIPC")  based  directed
energy  weapons.  We expect to offer U.S.  Government  approved  versions of our
products for commercial  security  applications  in the future.  During 2003 and
2002, the Company engaged in research and  development and business  development
activities.  Ionatron  has  demonstrated  its laser  guided  man-made  lightning
directed  energy  technology in the laboratory and now has government  contracts
for effects  testing,  compact  laser source  development  and the delivery of a
system on a mobile platform for field demonstration and testing.


                                      -15-
<PAGE>

         We are a new technology  company  working under contracts with agencies
of the U.S.  Government  concerned with national security that has developed and
demonstrated  in our laboratory a novel  internally  developed  directed  energy
weapon  technology called LIPC, our technology  controls and directs  electrical
energy  between  two points.  Our  business  strategy  is to continue  long-term
development  of the  technology  for  multiple  national  security  and  defense
applications,  as  well  as  to  in  parallel  develop,  applications  in  other
commercial  sectors.  Many short-term  military  applications  have been already
demonstrated   to  our   customers.   Our  immediate   plan  is  to  manufacture
transportable  demonstrators for those applications for various U.S.  Government
organizations,  in order to demonstrate the field utility of the technology.  In
April 2004, we received a $9 million contract for one such unit. Upon completion
of this  contract  our intent is to  transition  to  building  prototypes  and a
limited  number  of  production  units as soon as it is  practicable.  We cannot
assure you that the demonstrator will perform to the specifications  required or
that additional prototypes or units will be ordered.

         Currently  the LIPC  technology  lends  itself to many  non-lethal  and
lethal  military   applications.   We  have   demonstrated  the  technology  and
effectiveness for many application areas in our laboratory. We cannot assure you
that the  technology  will  perform  its  intended  applications  outside of the
laboratory.  Recently,  we were  requested  by one branch of the military to put
forth a proposal,  which we have done, that details the requirements and funding
needed to start low rate  initial  production  and  deliver  units of a specific
Ionatron  LIPC system  during 2005.  The funding for this  proposal is currently
being  identified with attempts to include it into the 2005 U.S. Defense Budget,
that begins with the government fiscal year on October 1, 2004. We cannot assure
you that this proposal will result in contract awards.

         We have had meetings and performed demonstrations of the technology for
all  branches  of the  U.S.  Military,  as well as many  other  U.S.  Government
organizations  involved  in  various  defensive,  anti-terrorism,  or  offensive
military type  operations.  We currently  have many  potential  contracts in the
negotiation stage and have U.S. Government customers actively seeking short-term
and long-term funding for Ionatron projects.  We cannot assure you that any such
contracts will become finalized in a timely manner or at all.

         In order to help  manage the  Ionatron  interface  with our  government
customers and their congressional funding  counterparts,  we maintain an ongoing
relationship  with a well known and qualified  Washington,  DC based  government
relations  firm.  We  also  have  an  established  Vice  President  of  Business
Development,  whose group will be expanding this year as we aggressively  market
our U.S. Government products.

         We also have various U.S. Government contracts in the following areas:

         -        Transportable demonstrator for field trials;

         -        Portal ingress/egress denial demonstration;

         -        Effects of LIPC technology on various targets; and

         -        Compact  architecture  development  of the  equipment to allow
                  placement on smaller platforms.

         The LIPC technology is designed as a line of sight weapon, which allows
the propagation of various forms and quantities of electrical energy to be aimed
and directs electrical energy between two points. The laboratory  demonstrations
of the  technology  have gone from low voltage  disruptive  type energies to the
target to very  high  voltages  and  currents  which  have  demonstrated  energy
densities that physically damage different types of materials,  such as ablating
concrete.


                                      -16-
<PAGE>

         We intend to take advantage of, and utilize,  existing and mature laser
targeting and tracking technology for our systems with slight modifications.  We
are in negotiations  with three vendors to supply,  to our  specifications,  the
electrical  system  requirements and have received a working  prototype from one
vendor.  Outsourcing  such  supply  requirements  is  intended  to  free  up our
technical  personnel  and  other  resources  to  work  on  development  of  next
generation  electrical  sources,  now  that  we  have  developed  at  least  one
electrical  source that can be manufactured for us by outside  sources.  We also
have  optical  components  and  sections of our laser  sources  manufactured  by
outside  vendors which are then  assembled and integrated at Ionatron to produce
the final laser source for our LIPC systems.

         These LIPC  systems  will be self  contained  units that operate off of
existing  power supplies found on typical  mobile  military  platforms,  such as
HMMWV's. Due to the low average power requirements of our systems, no additional
or exotic  power  systems  will be required  to support  these  systems.  Future
systems will utilize the advanced  electrical  technologies  developed for other
military  programs to support more compact  sources,  and smaller,  lighter LIPC
systems  that  can  be  mounted  on  smaller,  autonomous  platforms  now  under
development in other government programs.

         The targets,  effects,  ranges, voltages and currents delivered,  along
with  many  other  aspects  of the  technology  are  classified  under  specific
Department of Defense guidelines and,  consequently,  cannot be disclosed to the
public.

         Patents/Proprietary Information

         Ionatron  has  numerous  patent   applications  in  various  stages  of
preparation and prosecution,  which Ionatron believes it has novel  intellectual
property and that it might be able to secure patents that operate to protect our
proprietary  technical  information  and  capabilities  that  will  give  us the
competitive  advantage to continue to be the leader in the  technology.  Some of
these  patents will be evaluated by the  government to determine if they will be
classified in nature,  and thus may not be seen by the general public.  Ionatron
also has  proprietary  information  in the form of trade secrets and  technology
specific know how that should give us additional competitive advantages.

         Research and development

         Ionatron  has funded its  original  research  and  development  through
capital  investment  by its  founders  and we retain  the  ownership  of all the
original intellectual property,  which we believe is necessary to the ability to
use and control the technology. Ionatron also out sources certain research tasks
to  experienced  individuals  or  companies  for some  activities  that  require
sophisticated  laboratory  equipment or optical modeling programs we do not have
at our disposal. We have over ten relationships of this kind, which provide that
any intellectual  property developed under the agreement is the sole property of
Ionatron.

         Our  short-term  research and  development  goals are to complement our
existing  system design by developing  more efficient and compact laser sources,
electrical  sources,  and lower cost more efficient optical beam trains. Some of
this  development  work  is  funded  by our  government  customers.  Most of our
research related work is funded  internally in order to capture any intellectual
property rights from novel processes and inventions that may arise.

         Our long-term research is to identify the long-range physical limits of
the technology.  This work relates to understanding the long-range  capabilities
of our LIPC's from  alternative and  potentially  technically  superior  optical
sources and new potential  wavelengths  that it may be  advantageous to exploit.
This work  includes  efforts to  achieve a more  complete  understanding  of the
entire  physical  laws we work  within  regarding  atmospheric  physics,  plasma
physics,  and the future  capabilities  of new  solid-state  laser materials and
laser processes that may enable the technology to be more fully exploited.


                                      -17-
<PAGE>

         We also intend to explore other uses of the  technology in the existing
application area as well as completely novel  applications in commercial sectors
outside the defense and national security application areas.

         Properties

         Ionatron  currently  is located in a 25,000  square foot  Research  and
Development  and prototyping  facility.  We have numerous LIPC system test beds,
laser source design and  assembly,  optical  design and assembly,  machine shop,
engineering, research and development, electrical source design and fabrication,
indoor  test  and  effects  range,  as well as the  general  and  administrative
functions.  The facility is limited in production capabilities but is capable of
performing  on our existing  contracts and the LIPC  transportable  demonstrator
contract.

         As  additional  contracts  are  expected,  we  are  preparing  to  move
operations  to the NASA  Stennis  Space  facility  located  on the Gulf Coast of
Mississippi  in 2005.  This  facility is a 150,000 acre  federally  owned secure
facility which  currently has a  decommissioned  Army  Ammunition  Manufacturing
facility, with approximately 600,000 square feet available to meet our long-term
secure research, development, manufacturing, and test range requirements. We are
currently  negotiating to have just over 100,000  square feet  upgraded,  to our
specifications,  as soon as  possible  in order to  relocate  operations  to the
Stennis facility.

         It is expected that the cost of upgrading the facility will be paid for
by through the U.S. Army's ARMS program.  The actual facility moving expenses to
relocate from Tucson, AZ to Mississippi is estimated at approximately $1,000,000
to be incurred in 2005.

         Employees

         We currently have twenty-six  employees,  of whom six are in management
and general  administrative,  one is in human resources,  twelve are in research
and  engineering  and seven  are in  manufacturing.  We expect to  significantly
increase  the  number  of our  personnel  by the end of the year,  primarily  in
research, engineering and manufacturing.

CRITICAL ACCOUNTING POLICIES

         The  Company  has  identified  the  following  accounting  policy  that
requires  significant  judgment.  The Company believes its judgments relating to
revenue are appropriate.

         Revenues

         Revenues  have been  derived  from  ongoing  contract  work for effects
testing and the design and development of an in house demonstration system for a
government  customer.  It is expected that  continued  work on effects  testing,
design and  development of use specific  Ionatron  systems,  advanced design and
proof of principle on an existing contract, compact laser source development and
the  manufacture of a  transportable  demonstrator  will  contribute to revenues
going  forward in 2004.  This work is expected to be generally  performed  under
cost-plus contracts with U.S. Government customers.

         Revenues under long-term U.S.  Government  contracts are recorded under
the  percentage  of  completion  method.  Revenues  under  cost  plus  fixed fee
contracts are recorded as costs are incurred and include  estimated  earned fees
in the  proportion  that costs incurred to date bear to total  estimated  costs.
Costs include  direct  labor,  direct  materials,  and  subcontractor  costs and
overhead. As contracts can extend over one or more accounting periods, revisions
in costs and earnings  estimated  during the course of work are reflected during
the accounting period in which the facts become known. When the current contract
estimate  indicates a loss,  provision is made for the total anticipated loss in
the current period.


                                      -18-
<PAGE>

         Revenues  for other  products and  services  are  recognized  when such
products are  delivered  and, in  connection  with certain  sales to  government
agencies,  when the  products  and  services  are  accepted,  which is  normally
negotiated as part of the initial contract.

COMPARISON OF OPERATIONS FOR THE FIRST QUARTERS OF 2004 AND 2003

         The following table sets forth certain  financial data for each quarter
ending:

                                                March 31,        March 31,
                                                  2004             2003
                                                ---------       ---------

Revenue                                         $ 272,442       $      --
Cost of Revenue                                   255,000              --
Expenses:
General and Administrative                        565,549         469,852
Selling and Marketing                             112,506          67,723
Research and Development                          180,765         421,475
Interest                                           74,516          33,811
Net loss                                         (915,894)       (992,861)


REVENUE

Revenue  for the  first  quarter  of 2004 was  derived  from  continued  work on
existing contracts. There was no revenue for the first quarter of 2003.

COST OF SALES

         Our cost of sales in first  quarter  2004 was  $255,000.  There were no
sales in the first quarter of 2003 for Ionatron.

GENERAL, ADMINISTRATIVE AND SELLING EXPENSES

         The increase in General, Administrative and Selling expenses during the
first quarter of 2004 as compared with first quarter 2003 was primarily  payroll
related.

RESEARCH AND DEVELOPMENT EXPENSES

         The  decrease in Research  and  Development  expenses  during the first
quarter of 2004 as compared  with first quarter of 2003 was primarily due to the
transfer of certain material,  personal and consulting expenses to cost of sales
in 2004 as certain research and development is funded under our contracts.

LIQUIDITY AND CAPITAL RESOURCES

         Our cash  position  increased  during the first quarter of 2004 by $8.4
million primarily as a result of the merger with USHG that provided $8.9 million
of cash.  At March 31, 2004 we had  approximately  $8.5 million of cash and cash
equivalents.  We used $1.0 million in operations  and purchased  $0.1 million of
equipment during the quarter, which was financed in part, by borrowings from our
Chairman.  Our borrowing  arrangement with our Chairman was restructured,  after
pay down of $500,000 and his  contribution of $2 million to our capital,  into a
$3 million revolving credit arrangement.

         We believe that we will have sufficient working capital to fulfill this
year's existing contracts and expected contracts. The transportable demonstrator
contract  and at least  two of the  other  Ionatron  contracts,  that  presently
represent a major portion of our current activity,  are on a cost plus fixed fee
basis.  This means all work  performed  is done at Ionatron  government-approved
rates,


                                      -19-
<PAGE>

which include general and administrative costs,  overhead,  labor and materials,
fees and profit.  These costs are accrued as incurred and billed monthly.  Other
contracts  are  at  fixed  prices  which  have  commercial  type  gross  margins
associated with them.

RISKS AND UNCERTAINTIES

         Future results of operations of Ionatron  involve a number of known and
unknown  risks and  uncertainties.  Factors that could affect  future  operating
results  and cash  flows  and  cause  actual  results  to vary  materially  from
historical results include, but are not limited to:

         -        Failure or difficulties in managing our operations,  including
                  attracting and retaining qualified personnel;

         -        Failure or  inability  to attain  profit  levels  necessary to
                  sustain our business

         -        Interruption  or  failure  of,  or  failure  to  manage,   our
                  technology and information systems;

         -        Changes in government  policy,  regulation and  enforcement or
                  adverse judicial or administrative interpretations and rulings
                  or legislative  action  relating to  procurement  regulations,
                  enforcement and pricing;

         -        Availability  of  budgetary   allocations   for   governmental
                  agencies to purchase our products;

         -        Inability to adapt to technological change;

         -        Inability  to   successfully   manufacture  and  assemble  our
                  products;

         -        Competition from defense  contractors  with greater  financial
                  and manufacturing resources;

         -        Dependence upon sales to the U.S. government;

         -        Sales agreements with the U.S.  government  typically  provide
                  for termination at any time and may contain unfavorable terms;

         -        Dependence on qualified subcontractors for parts of our
                  research and development activities;

         -        Inability   to  raise   sufficient   financing   for  expanded
                  manufacturing and assembly activity;

         -        Failure to successfully field test our weapon products;

         -        Inability to collect amounts due to us from our customers; and

         -        Our failure to provide adequate customer service.

         Negative  developments  in these areas could have a material  effect on
our business, financial condition and results of operations.

ITEM 3  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

         In the normal course of business,  our financial position is subject to
a variety of risks, such as the  collectibility  of our accounts  receivable and
the  recoverability  of the carrying values of our long-term  assets.  We do not
presently enter into any transactions involving derivative financial instruments
for risk management or other purposes.


                                      -20-
<PAGE>

         Our available cash balances are invested on a short-term  basis and are
not subject to  significant  risks  associated  with changes in interest  rates.
Substantially  all of our cash flows are derived from our operations  within the
United States and we are not subject to market risk  associated  with changes in
foreign exchange rates.

         We are exposed to market risk for the impact of interest  rate changes,
as the interest rate of our borrowings under our revolving credit agreement with
our Chairman is subject to changes  based on changes in the prime rate  Interest
rate on Howard revolver-based on prime.

ITEM 4  CONTROLS AND PROCEDURES

         As of the end of the period  covered by this report,  an evaluation was
carried out under the supervision and with the  participation of our management,
including  our  chief  executive   officer/chief   financial  officer,   of  the
effectiveness  of  our  disclosure  controls  and  procedures.   Based  on  that
evaluation,  our chief executive  officer/chief  financial officer has concluded
that our  disclosure  controls  and  procedures  are  effective  to ensure  that
information  required to be  disclosed  by us in reports  that we file or submit
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in Securities and Exchange Commission
rules and  forms.  During  the  quarter  ended  March 31,  2004,  there  were no
significant  changes in our internal  controls over financial  reports that have
materially  affected,  or which are reasonably  likely to materially  affect our
internal controls over financial reporting.


                                      -21-
<PAGE>

PART II  OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES

         On March 18, 2004 Ionatron merged with US Home & Garden Inc.  ("USHG"),
a  non-operating  company whose common stock was listed on the  over-the-counter
bulletin board. The Ionatron  shareholders  received  48,452,249  shares of USHG
(67%  of  the  outstanding  shares)  in the  transaction.  The  transaction  was
accounted for as a recapitalization  of Ionatron.  These shares were issued to a
limited  number  of  accredited  stockholders  pursuant  to  an  exemption  from
registration  under Section 4(2) of the Securities Act of 1933 and/or Regulation
D of the Securities Act of 1933.

         On March 18, 2004,  prior to the Merger, USHG issued (i) 750,000 shares
of common stock to a former officer of USHG as partial  severance  compensation,
(ii)  135,000  shares of common  stock to a former  officer of USHG as severance
compensation,  (iii)  10,000  shares of  common  stock to a former  director  as
consideration  for his  obligation to serve as USHG  stockholder  representative
for purposes of the indemnification obligations under the Merger agreement, (iv)
400,000  shares of  common  stock to an  investment  banking  firm for  services
rendered in connection with its October 2003 sale of its Easy Gardener  business
and (v) 50,000  shares of common stock issued to an  investment  banking firm as
consideration  for rendering a valuation  opinion in connection with USHG's sale
of Golden  West  Agri-Products,  Inc.  immediately  prior to the  Merger.  These
securities were issued pursuant to an exemption from registration  under Section
4(2) and/or Regulation D of the Securities Act of 1933.

         In March 2004,  the Company  issued options to purchase an aggregate of
1,107,500 shares to employees,  directors and  consultants.  The securities were
issued pursuant to an exemption from reporting in Section 2(a)(3) or 4(2) of the
Securities Act of 1933.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

3.1      Certificate of Amendment of Certificate of Incorporation of the Company
         filed with the Secretary of State of the State of Delaware on April 29,
         2004.

31.1     Certification  of Chief Executive and Financial  Officer Pursuant to 18
         U.S.C.  Section  1350,  as  Adopted  Pursuant  to  Section  302  of the
         Sarbanes-Oxley Act of 2002 (filed herewith).


32.1     Certification  of Chief Executive and Financial  Officer Pursuant to 18
         U.S.C.  Section  1350,  as  Adopted  Pursuant  to  Section  906  of the
         Sarbanes-Oxley Act of 2002 (furnished to the Commission herewith).

         (b)      Reports on Form 8-K

                  None


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<PAGE>

                                   SIGNATURES


         Pursuant to the  requirements  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.


                                         IONATRON, INC.

                                         /s/ Thomas C. Dearmin
                                         ---------------------------------------
                                         Thomas C. Dearmin
                                         President, Chief Executive Officer, and
                                         Chief Financial Officer

Date: May 17, 2004



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