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


                                   FORM 10-QSB


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

For the Quarter Ended June 30, 2003, Commission File Number 0-32781


                                   B Com, Inc.
        ---------------------------------------------------------
         (Exact name of Registrant as specified in its charter)


          Nevada                              Not Available
       ------------------------     -----------------------------------
      (State of Incorporation)      (I.R.S. Employer Identification
                                                  Number)


                  14 Pico Crescent, Thornhill, Ontario L4J 8P4
              ----------------------------------------------------
               (address of principal executive offices) (Zip Code)

     Registrant's telephone number, including area code: (905) 731-0189


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


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

                             Yes                No       x
                                ----------         ----------

     The total number of shares  outstanding of the issuer's common shares,  par
value $ .001, as of the date of this report, follow:

                            4,050,000


<PAGE>




PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements







                                   B Com, Inc.
                          (A Development Stage Company)

                          Interim Financial Statements

                                 June 30, 2004
                                  (UNAUDITED)




































<PAGE>



                                   B Com, Inc.
                         (A Development Stage Company)
                             INTERIM BALANCE SHEET
                                 JUNE 30, 2004
                                  (UNAUDITED)

<TABLE>
                                                    JUNE 30,  DECEMBER 31,
                                                      2004        2003
                                                  (UNAUDITED)   (AUDITED)

ASSETS
<S>                                                  <C>       <C>
Current Assets
Cash                                             $     -       $   -
                                                  --------      -------

Total Current Assets                                   -           -
                                                  --------      -------

Other Assets
Incorporation costs                                    -           -
                                                  --------      -------

Total Other Assets                                     -           -
                                                  --------      -------

TOTAL ASSETS                                     $     -     $     -
                                                  ========      =======

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable                                 $     -     $     -
Advance from shareholder                               545          545
                                                  --------      -------

TOTAL CURRENT LIABILITIES                              545          545
                                                  --------      -------

Stockholders' Equity
Preferred stock, authorized 10,000,000 shares
 par value $ .001: none outstanding
Common stock, authorized 100,000,000 shares,
 par value $ .001, issued and outstanding
  - 4,050,000(December 31, 2003 - 4,050,000)        4,050        4,050
Deficit accumulated during the development stage   (4,595)      (4,595)
                                                 --------      -------

Total Stockholders' Equity                           (545)        (545)
                                                 --------      -------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $    -      $      -
                                                 ========     ========
</TABLE>

The accompanying notes are an integral part of these financial
statements
<PAGE>

                                   B Com, Inc.
                         (A Development Stage Company)
                        INTERIM STATEMENT OF OPERATIONS
                   FOR THE SIX MONTHS ENDED JUNE 30, 2004
                                  (UNAUDITED)

<TABLE>

                                                               From
                          Three              Six           Oct 11, 2000
                    Months    Months   Months     Months    (Inception)
                    Ended     Ended    Ended      Ended         To
                    June     June 30,  June      June 30,     June 30,
                   30, 2004   2003    30, 2004     2003        2004

<S>                 <C>     <C>         <C>        <C>          <C>
INCOME              $    -   $  -       $    -       $   -       $    -
                     -------  -------    -------     -------      -------

OPERATING EXPENSES
Professional Fees        -      -            -           -            -
Amortization Expenses    -      -            -           -            -
Administrative Expenses  -      -            -           -         (4,595)
                     -------  -------    -------     -------       -------

Total Operating
 Expenses                -      -            -           -         (4,595)
                     -------  -------    -------     -------       ------

Net Loss from
 Operations         $    -   $  -      $     -      $    -        $(4,595)
                     =======  =======    =======     =======       ======

Weighted average number of
  shares  outstanding4,050,000 4,050,000 4,050,000   4,050,000
                     ========= ========= =========   =========

Net Loss Per Share  $ (.000) $ (.000) $ (.000)      $ (.000)
                     ======   ======   =======       =======

</TABLE>

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






<PAGE>

                                B Com, Inc.
                         (A Development Stage Company)
                        INTERIM STATEMENT OF CASH FLOWS
                   FOR THE SIX MONTHS ENDED JUNE 30, 2004
                                  (UNAUDITED)




<TABLE>
<CAPTION>


                                                                   From
                               Three                Six         Oct 11, 2000
                          Months    Months   Months     Months    (Inception)
                          Ended     Ended    Ended      Ended         To
                          June     June 30,  June      June 30,     June 30,
                         30, 2004   2003    30, 2004     2003        2004

<S>                       <C>       <C>     <C>      <C>          <C>
Cash Flows From Operating
 Activities:
  Net (Loss)              $   -    $   -    $    -    $   -     $ (4,595)
  Adjustments to reconcile
      net loss to net cash
     used in operating
      activities:
  Stock issued for services   -        -        -         -        4,050
   Changes in assets and
      liabilities:
    Increase in accounts
            payable           -        -        -         -           -
    Increase in Other Assets  -        -        -         -           -
                            ------- -------  -------    ------    -------
                              -         -        -        -        4,050
                            ------- -------  -------    ------    -------

Net Cash Used in Operating
       Activities            -          -        -        -         (545)
                            ------- -------  -------    ------    -------

Cash Flow From Financing
      Activities:
  Issuance of Common Stock   -          -        -         -         -
  Advances from shareholder  -          -        -         -         545
                            ------- -------  -------    ------    -------
Net Cash Provided By Financing
        Activities           -          -        -         545       545
                            ------- -------  -------    ------    -------

Increase (Decrease) in Cash  -          -        -         -          -

Cash and Cash Equivalents -
  Beginning of period        -          -        -         -          -
                            ------- -------  -------    ------    -------

Cash and Cash Equivalents - End
of period                  $ -     $    -   $    -     $   -      $   -
                            ======  =======  =======    ======    =======

Supplemental Cash Flow Information:
  Interest paid            $ -     $     -   $    -     $   -      $   -
                            ======  =======  =======    ======    =======
  Taxes paid               $ -     $     -   $    -     $   -      $   -
                            ======  =======  =======    ======    =======
</TABLE>

The accompanying notes are an integral part of these financial
statements


<PAGE>



                                   B Com, Inc.
                          (A Development Stage Company)
              Interim Statement of Changes in Stockholders' Equity
               FROM INCEPTION(October 11, 2000) TO JUNE 30, 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                                  Deficit
                                                Accumulated
                                     Additional  During the
                     Common Stock      Paid-In   Development
                Shares   Amount        Capital     Stage        Totals
<S>              <C>        <C>        <C>        <C>          <C>
Balance - October 11,
  2000                       $    -    $    -     $     -        $     -

Stock issued for
  services        4,050,000    4,050        -           -           4,050

Net loss for
  period               -          -         -        (4,595)       (4,595)
                  ---------   ------    -------    --------        ------
Balance - December
       31, 2000   4,050,000 $  4,050   $    -     $  (4,595)      $  (545)

Stock issued for
    Services           -          -         -           -              -

Net loss for
 year - Dec 31, 2001   -          -         -           -              -
                  ----------  ------    -------     -------        -------
Balance - December
   31, 2001       4,050,000 $  4,050   $    -     $  (4,595)     $   (545)

Stock issued for
    Services           -          -         -           -              -

Net loss for
 year - Dec 31, 2002   -          -         -           -              -
                  ----------  ------    -------     -------        -------
Balance - December
   31, 2002       4,050,000 $  4,050   $    -     $  (4,595)     $   (545)

Net loss for
year - Dec 31, 2003   -          -         -           -              -
                  ----------  ------    -------     -------        -------
Balance - December
   31, 2003       4,050,000 $  4,050   $   -      $  (4,595)     $   (545)

Net Loss - period
 ended June 30,
         2004         -          -         -           -              -
                  ----------  ------    -------     -------        -------
Balance - June
   30, 2004       4,050,000 $  4,050   $    -     $  (4,595)     $   (545)
                  =========  =======    =======    ========       =======
</TABLE>


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

<PAGE>

                                   B Com, Inc.
                          (A Development Stage Company)
                      Notes To Interim Financial Statements
                                 June 30, 2004
                                   (UNAUDITED)


Note 1 - General:

         Nature of Business

     B Com, Inc. (the  "Company")  was organized on October 11, 2000,  under the
laws of the State of Nevada, having the stated purpose of engaging in any lawful
activities. The Company was formed with the contemplated purpose to seek out and
merge or acquire a viable entity.  The Company  intends to go public in order to
meet its business objectives.

         The Company's fiscal year end is December 31.

Note 2 - Summary of Significant Accounting Policies

         Basis of Presentation - Development Stage Company

     The Company has not earned any revenue from limited  principal  operations.
Accordingly,  the  Company's  activities  have been  accounted for as those of a
"Development  Stage Enterprise" as set forth in Financial  Accounting  Standards
Board Statement No. 7 ("SFAS 7"). Among the  disclosures  required by SFAS 7 are
that the Company's financial  statements be identified as those of a development
stage  company,  and that the  statements of  operations,  stockholders'  equity
(deficit)  and cash  flows  disclose  activity  since the date of the  Company's
inception.

         Basis of Accounting

     The  accompanying  financial  statements  have been prepared on the accrual
basis of accounting in accordance with accounting  principles generally accepted
in the United  States.  In the opinion of  management,  these interim  financial
statements  include  all  adjustments  necessary  in  order  to  make  them  not
misleading.

         Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
principles  accepted in the United States requires  management to make estimates
and  assumptions   that  affect  certain   reported   amounts  and  disclosures.
Accordingly, actual results could differ from those estimates.

         Cash and Cash Equivalents

     For purposes of the  statement of cash flows,  the Company  considered  all
cash and other highly liquid investments with initial maturities of three months
or less to be cash equivalents.

<PAGE>

                                   B Com, Inc.
                          (A Development Stage Company)
                      Notes To Interim Financial Statements
                                 June 30, 2004
                                   (Unaudited)


Note 2 - Summary of Significant Accounting Policies(continued)

         Net earning (loss) per share

     Basic and diluted net loss per share  information  is  presented  under the
requirements  of SFAS No. 128,  Earnings per Share.  Basic net loss per share is
computed by dividing net loss by the weighted average number of shares of common
stock outstanding for the period, less shares subject to repurchase. Diluted net
loss per share  reflects the  potential  dilution of  securities by adding other
common stock equivalents, including stock options, shares subject to repurchase,
warrants and  convertible  preferred  stock, in the  weighted-average  number of
common shares  outstanding for a period, if dilutive.  All potentially  dilutive
securities  have  been  excluded  from  the  computation,  as  their  effect  is
anti-dilutive.

         Income Taxes

     The Company  accounts for income taxes under SFAS No. 109,  which  requires
the asset and  liability  approach to accounting  for income  taxes.  Under this
method,  deferred tax assets and  liabilities  are measured based on differences
between  financial  reporting and tax bases of assets and  liabilities  measured
using  enacted  tax  rates  and laws  that are  expected  to be in  effect  when
differences are expected to reverse.

Note 3 - Capital Stock Transactions

     The authorized  capital common stock is 100,000,000  shares of common stock
at $.001 par value.  During this fiscal year ended December 31, 2000 the Company
issued 4,050,000 shares of common stock for services rendered in the amount of $
4,050 to its founders.

Note 4 - Advance from Shareholder

     An  officer  of the  Company  advanced  cash to the  Company  for  start-up
incorporation costs of $545. This advance was unsecured,  bears no interest, and
is due on demand.



<PAGE>


                                   B Com, Inc.
                          (A Development Stage Company)
                      Notes To Interim Financial Statements
                                 June 30, 2004
                                   (Unaudited)

Note 5 -Income Taxes

     There has been no provision  for U.S.  federal,  state,  or foreign  income
taxes for any period because the Company has incurred  losses in all periods and
for all jurisdictions.

     Deferred income taxes reflect the net tax effects of temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and the amounts used for income tax purposes. Significant components of
deferred tax assets are as follows:

Deferred tax assets
  Net operating loss carryforwards                       $  4,595
  Valuation allowance for deferred tax assets              (4,595)
                                                          -------
Net deferred tax assets                                  $    -
                                                          =======

     Realization  of deferred tax assets is dependent upon future  earnings,  if
any, the timing and amount of which are uncertain. Accordingly, the net deferred
tax assets have been fully offset by a valuation allowance. As of June 30, 2004,
the Company had net operating loss  carryforwards  of  approximately $ 4,595 for
federal and state income tax purposes.  These carryforwards,  if not utilized to
offset taxable income begin to expire in 2017.  Utilization of the net operating
loss may be subject to substantial annual limitation due to the ownership change
limitations  provided by the Internal Revenue Code and similar state provisions.
The annual  limitation  could result in the expiration of the net operating loss
before utilization.

Note 6 - Going Concern:

     The accompanying financial statements have been prepared in conformity with
accounting   principles   generally   accepted  in  the  United  States,   which
contemplates  continuation  of the Company as a going  concern.  The Company has
generated no revenues and current liabilities exceed current assets by $ 545.

     The future  success of the  Company is likely  dependent  on its ability to
attain additional capital to develop its proposed business, and ultimately, upon
its ability to attain future  profitable  operations.  There can be no assurance
that the Company will be successful in obtaining such financing, or that it will
attain positive cash flow from operations.

Note 7 - Subsequent Events

     In July 2004 the  Company  acquired  the  aseets of Cash  Now.com,  LLC for
$20,000 by the issuance of 20,000,000 shares of restricted  shares.  Cash Now is
one of the fastest  growing  payday loan and check cashing  franchisors in North
America.  The  Company  has  become a leader in the  industry  with its  eDriven
payment  methods.Additionally  as a result the Company  also changed its name in
August 2004 to Cash Now Corporation

<PAGE>


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

     THE  FOLLOWING  DISCUSSION OF THE RESULTS OF OUR  OPERATIONS  AND FINANCIAL
CONDITION  SHOULD BE READ IN CONJUNCTION  WITH OUR FINANCIAL  STATEMENTS AND THE
NOTES  THERETO  INCLUDED  ELSEWHERE  IN THIS REPORT.  EXCEPT FOR THE  HISTORICAL
INFORMATION  CONTAINED HEREIN, THE DISCUSSION  CONTAINED IN THIS REPORT CONTAINS
"FORWARD-LOOKING   STATEMENTS"  THAT  INVOLVE  RISK  AND  UNCERTAINTIES.   THESE
STATEMENTS MAY BE IDENTIFIED BY THE USE OF  FORWARD-LOOKING  TERMINOLOGY SUCH AS
"BELIEVES,"  "EXPECTS," "MAY," "WILL," "SHOULD" OR "ANTICIPATES" OR THE NEGATIVE
THEREOF OR SIMILAR  EXPRESSIONS OR BY  DISCUSSIONS  OF STRATEGY.  THE CAUTIONARY
STATEMENTS MADE IN THIS REPORT SHOULD BE READ AS BEING APPLICABLE TO ALL RELATED
FORWARD-LOOKING  STATEMENTS  WHEREVER  THEY  APPEAR IN THIS  REPORT.  OUR ACTUAL
RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THIS REPORT.

Results of Operations

     For the six months  ended June 30, 2004 the Company has not  generated  any
revenues.  Management's efforts to date have been devoted to focusing on raising
capital in order to fulfil its business objectives. To date, management has been
unsuccessful.  The Company has incurred  operating  losses to date of $4,595 and
will  continue to incur  losses until such time as an  acquisition  candidate is
identified  and, even if successful  in acquiring a business or  consummating  a
business  combination,  there can be no  assurance  that this  business  will be
profitable.


Liquidity and Capital Resources

     The  Company  has no  cash.  The  investigation  of  prospective  financing
candidates involves the expenditure of capital.  The Company will likely have to
look to Mr John Caridi or to third parties for additional capital.  There can be
no  assurance  that the Company will be able to secure  additional  financing or
that the amount of any  additional  financing will be sufficient to conclude its
business objectives or to pay ongoing operating expenses.

ITEM 3.  CONTROLS AND PROCEDURES

     Within 90 days prior to the date of this report under the  supervision  and
participation  of certain  members of the  Company's  management,  including the
President,  the Company  completed an  evaluation  of the  effectiveness  of the
design and operation of its  disclosure  controls and procedures ( as defined in
Rules  13a - 14 and  15d - 14c to  the  Securities  Exchange  Act  of  1934,  as
amended).  Based on this evaluation,  the Company's  President believes that the
disclosure  controls  and  procedures  are  effective  with  respect  to  timely
communicating to them and other members of management  responsible for preparing
periodic  reports all  material  information  required to be  disclosed  in this
report as it relates to the Company.






<PAGE>


PART II - OTHER INFORMATION



Item 6 - Exhibits and Reports on Form 8-K

         Exhibit 11 - Computation of earnings per common share - see
                       Statement of Operations

         31 & 32      Certifications

         Reports on Form 8-K - None


<PAGE>








                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, The
Registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.


B Com, Inc.


BY: /s/ John Caridi
   ---------------------------
   John Caridi, President


Dated:  July 17, 2004


<PAGE>

                                                   Exhibit 31.1

I, John Caridi certify that;


     1. I have  reviewed this  quarterly  report on Form 10-QSB of B Com, Inc.

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registration as of, and for, the periods presented in this quarterly report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure  controls and procedure to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

     a) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls; and

<PAGE>

     6. The registrant's other certifying  officers and I have indicated in this
quarterly report whether there were significant  changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.





                                       /s/ John Caridi
                           ---------------------------------------------
                                        John Caridi
                                         President


July 17, 2004

<PAGE>


                                                   Exhibit 31.2

I, Marvin Winick certify that;


     1. I have  reviewed this  quarterly  report on Form 10-QSB of B Com, Inc.

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registration as of, and for, the periods presented in this quarterly report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure  controls and procedure to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

     a) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls; and

<PAGE>

     6. The registrant's other certifying  officers and I have indicated in this
quarterly report whether there were significant  changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.





                                       /s/ Marvin Winick
                           ---------------------------------------------
                                        Marvin Winick
                                         Chief Financial Officer

July 17, 2004

<PAGE>



                                                                   EXHIBIT 32.1

                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)



     In connection with the Quarterly Report of B Com, Inc a Nevada  corporation
(the "Company"),  on Form 10-QSB for the six months ended June 30, 2004 as filed
with the  Securities  and Exchange  Commission  (the  "Report"),  I, John Caridi
President,   of  the   Company,   certify,   pursuant  to  Section  906  of  the
Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that to my knowledge:

     1. The Report fully  complies  with the  requirements  of section  13(a) or
15(d) of the Securities Exchange Act of 1934; and

     2. The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.



                                            /s/ John Caridi
                             -------------------------------------------
                                             John Caridi
                                             President


July 17, 2004

<PAGE>


EXHIBIT 32.1

                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)



     In connection with the Quarterly Report of B Com, Inc a Nevada  corporation
(the "Company"),  on Form 10-QSB for the six months ended June 30, 2004 as filed
with the Securities and Exchange  Commission (the  "Report"),  I, Marvin Winicki
Chief Financial Officer, of the Company, certify, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that to my knowledge:

     1. The Report fully  complies  with the  requirements  of section  13(a) or
15(d) of the Securities Exchange Act of 1934; and

     2. The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.



                                            /s/ Marvin Winick
                             -------------------------------------------
                                             Marvin Winick
                                             Chief Financial Officer


July 17, 2004