================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

           [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

            For the Transition Period from ___________ to ___________

                        Commission File Number: 333-64430

                             EMERGENSYS CORPORATION
             (Exact name of Registrant as specified in its charter)

            Delaware                                    33-0820923
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                        400 Jean-Lesage Blvd., Suite 045
                             Quebec, Quebec G1K, 8W1

          (Address of principal executive offices, including zip code)

                                 (418) 380-8911
              (Registrant's telephone number, including area code)

      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,  and (2) has been subject to such filing  requirements  for
the past 90 days. Yes [X] No [ ]

      The  number  of  shares  of  the  Registrant's  common  stock  issued  and
outstanding at May 20, 2004, was 30,124,005.

      Transitional Small Business Disclosure Format:Yes [ ] No [X]

================================================================================

<PAGE>


                             EMERGENSYS CORPORATION
                 MARCH 31, 2004 QUARTERLY REPORT ON FORM 10-QSB

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

           Special Note Regarding Forward Looking Statements ..................3

                          PART I FINANCIAL INFORMATION

Item 1.    Financial Statements ...............................................4
Item 2.    Plan of Operation..................................................19
Item 3     Controls and Procedures............................................20

                            PART II OTHER INFORMATION

Item 2.    Changes in Securities and Use of Proceeds..........................20
Item 5.    Other Information..................................................21
Item 6.    Exhibits and Reports on Form 8-K...................................23


                                       2
<PAGE>

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

      To the extent that the information presented in this Quarterly Report on
Form 10-QSB for the quarter ended March 31, 2004, discusses financial
projections, information or expectations about our products or markets, or
otherwise makes statements about future events, such statements are
forward-looking. We are making these forward-looking statements in reliance on
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Although we believe that the expectations reflected in these
forward-looking statements are based on reasonable assumptions, there are a
number of risks and uncertainties that could cause actual results to differ
materially from such forward-looking statements. These risks and uncertainties
are described, among other places in this Quarterly Report, in "Plan of
Operation".

      In addition, we disclaim any obligations to update any forward-looking
statements to reflect events or circumstances after the date of this Quarterly
Report. When considering such forward-looking statements, you should keep in
mind the risks referenced above and the other cautionary statements in this
Quarterly Report.


                                       3
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS                                             PAGE
                                                                            ----

      Consolidated Balance Sheets as of March 31, 2004 (unaudited) and
      December 31, 2003........................................................5

      Consolidated Statements of Operations for the three months ended
      March 31, 2004 and 2003 (unaudited)......................................6

      Consolidated Statements of Comprehensive Loss for the three months
      ended March 31, 2004 and 2003 (unaudited)................................7

      Consolidated Statements of Cash Flows for the three months ended
      March 31, 2004 and 2003 (unaudited)......................................8

      Notes to Consolidated Financial Statements (unaudited)...................9


                                       4
<PAGE>

EMERGENSYS CORPORATION

                       CONSOLIDATED INTERIM BALANCE SHEETS

AS AT                                                                [UNAUDITED]
                                                               [IN U.S. DOLLARS]

<TABLE>
<CAPTION>
                                                                     MARCH 31,      DECEMBER 31,
                                                                       2004             2003
                                                                                      [note 1]
                                                                         $                $
------------------------------------------------------------------------------------------------
<S>                                                                 <C>               <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents                                               2,832            21,085
Accounts receivable                                                   600,792                --
Tax credit receivable                                                  43,587                --
Prepaid expenses                                                        7,626                --
Advances to related company [note 8]                                  138,713           149,842
Other advance, 6%, payable on demand [note 3]                         146,387           128,003
------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                                  939,937           298,930
------------------------------------------------------------------------------------------------
PROPERTY AND EQUIPMENT, NET                                            17,590                --
------------------------------------------------------------------------------------------------
SOFTWARE PRODUCTION COSTS [note 8]                                  1,390,000         1,090,000
------------------------------------------------------------------------------------------------
SOFTWARE LICENSE RIGHTS [note 3]                                    3,221,303         2,849,500
------------------------------------------------------------------------------------------------
OTHER INTANGIBLE ASSETS [note 4]                                       37,697                --
------------------------------------------------------------------------------------------------
                                                                    5,606,527         4,238,430
================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities
   Related company [note 8]                                           403,500           155,252
   Other                                                              823,056            70,128
Deferred revenues                                                       1,868                --
Notes payable to stockholders [note 5]                                541,446           154,261
------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                           1,769,870           379,641
------------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY

Preferred stock - $0.0001 par value, 20,000,000
   shares authorized, non voting, none issued and
   outstanding at March 31, 2004 and December 31, 2003
Common stock - $0.0001 par value, 80,000,000 shares
   authorized, 30,124,005 and 10,824,005 shares issued
   and outstanding at March 31, 2004 and December 31, 2003,
    respectively                                                        3,012             1,082
Common stock committed, 3,450,000 and 20,300,000
   shares at March 31, 2004 and December 31, 2003, respectively       693,127         4,161,500
Warrants - 3,200,000 warrants, exercisable at $0.375
   until September 11, 2005                                           288,000           288,000
Additional paid-in capital                                          8,690,577         4,736,007
Accumulated deficit                                                (5,837,485)       (5,327,800)
Accumulated other comprehensive loss                                     (574)               --
------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY                                          3,836,657         3,858,789
------------------------------------------------------------------------------------------------
                                                                    5,606,527         4,238,430
================================================================================================
</TABLE>

See accompanying notes


                                       5
<PAGE>

EMERGENSYS CORPORATION

                  CONSOLIDATED INRERIM STATEMENTS OF OPERATIONS

THREE MONTHS ENDED                                                   [UNAUDITED]
                                                               [IN U.S. DOLLARS]

                                                     MARCH 31,         MARCH 31,
                                                       2004              2003
                                                        $                  $
--------------------------------------------------------------------------------

Contract revenues [note 1]                            670,214                --
Costs of contracts                                    580,131                --
--------------------------------------------------------------------------------
                                                       90,083                --

--------------------------------------------------------------------------------

Operating expenses

   General and administration                         389,070            76,574
   Research and development                           167,050            54,737
   Depreciation and amortization                       34,151             2,628
   Foreign exchange gain                               (5,376)               --
--------------------------------------------------------------------------------
                                                      584,895           133,939
--------------------------------------------------------------------------------
Loss from operations                                 (494,812)         (133,939)
Interest expense                                       14,873               861
--------------------------------------------------------------------------------
Loss before income taxes                             (509,685)         (134,800)
Income taxes                                               --                --
--------------------------------------------------------------------------------
NET LOSS                                             (509,685)         (134,800)
--------------------------------------------------------------------------------

NET LOSS PER SHARE - BASIC AND DILUTED                  (0.02)           (0.01)

BASIC WEIGHTED AVERAGE NUMBER OF
   SHARES OUTSTANDING                              32,425,104        18,679,287


See accompanying notes


                                       6
<PAGE>

EMERGENSYS CORPORATION

                       CONSOLIDATED INTERIM STATEMENTS OF
                               COMPREHENSIVE LOSS

THREE MONTHS ENDED                                                   [UNAUDITED]
                                                               [IN U.S. DOLLARS]

                                                     MARCH 31,         MARCH 31,
                                                       2004              2003
                                                        $                  $
--------------------------------------------------------------------------------

Net loss                                             (509,685)         (134,800)
Foreign currency translation adjustments                 (574)               --
--------------------------------------------------------------------------------
NET COMPREHENSIVE LOSS                               (510,259)         (134,800)
--------------------------------------------------------------------------------

See accompanying notes


                                       7
<PAGE>

EMERGENSYS CORPORATION

                         CONSOLIDATED INTERIM STATEMENTS
                                  OF CASH FLOWS

THREE MONTHS ENDED                                                   [UNAUDITED]
                                                               [IN U.S. DOLLARS]

<TABLE>
<CAPTION>
                                                                     MARCH 31,         MARCH 31,
                                                                       2004              2003
                                                                        $                  $
------------------------------------------------------------------------------------------------
<S>                                                                  <C>               <C>
OPERATING ACTIVITIES
Net loss                                                             (509,685)         (134,800)
Adjustments to reconcile net loss to net cash
   used in operating activities:
   Depreciation and amortization                                       34,151             2,628
   Other non-cash expenses                                              1,000                --
   Gain on foreign exchange                                               (98)               --
Net changes in non-cash working capital items                         391,958           (84,707)
------------------------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES                                 (82,674)         (216,879)
------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
Advances to companies                                                (142,307)               --
Repayment of advances to companies                                    135,052                --
Acquisition of rights                                                      (1)               --
Investment in software production costs                              (300,000)               --
Business combination [note 10]                                        (15,032)               --
------------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES                                (322,288)               --
------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
Notes payable to stockholders, net cash provided
   by financing activities                                            387,185                --
------------------------------------------------------------------------------------------------

EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH                          (476)               --
------------------------------------------------------------------------------------------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                             (18,253)         (216,879)
Cash and cash equivalents, beginning of period                         21,085           304,178
------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS END OF PERIOD                                 2,832            87,299
------------------------------------------------------------------------------------------------

SUPPLEMENTARY INFORMATION
Cash paid for interest                                                     --             1,356
------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes


                                       8
<PAGE>

EMERGENSYS CORPORATION

               NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

March 31, 2004                                                       [Unaudited]
                                                               [in U.S. dollars]

1.    BASIS OF FINANCIAL STATEMENT PRESENTATION AND GOING CONCERN ASSUMPTION

The consolidated financial statements at March 31, 2004, and for the three-month
periods  ended March 31, 2004 and 2003 have been  prepared  in  accordance  with
generally accepted accounting  principles for interim financial  information and
with the instructions to form 10-Q and item 310 of regulation S-B. These interim
financial statements are unaudited and reflect all adjustments  [consisting only
of  normal  recruiting  accruals]  which  are,  in the  opinion  of  management,
necessary  for a fair  presentation  of the  Company's  financial  position  and
operating  results for interim periods in accordance with accounting  principles
generally  accepted in the U.S. for interim financial  statements.  Accordingly,
these interim  consolidated  financial statements do not include all information
and footnotes required by generally accepted accounting  principles for complete
financial  statements.  The consolidated  balance sheet at December 31, 2003 has
been derived  from the audited  financial  statements  at that date but does not
include all of the  information  and  footnotes  required by generally  accepted
accounting principles for complete financial statements.

These consolidated  financial  statements should be read in conjunction with the
consolidated  financial  statements  and  the  notes  thereto  contained  in the
Company's  Annual Report on Form 10 KSB, for the fiscal year ended  December 31,
2003. The results of operations for the three-month  period ended March 31, 2004
are not  necessarily  indicative  of the  results  for the  fiscal  year  ending
December 31, 2004 or any other future periods.

The Company's  consolidated  interim  financial  statements  are prepared  using
accounting  principles  generally  accepted  in the  United  States  of  America
applicable to a going concern,  which contemplates the realization of assets and
liquidation  of  liabilities  in the normal course of business.  The Company has
incurred losses of $509,685 and $134,800 for the three months period ended March
31, 2004 and 2003,  respectively,  has an accumulated  deficit of $5,837,485 and
negative  working capital of $829,933 as of March 31, 2004.  These factors raise
substantial  doubt about the Company's  ability to continue as a going  concern.
The  Company  plans  to  pursue   additional   equity   financing  to  fund  the
commercialization  of its software licence rights, its basic  infrastructure and
ongoing and future operations.

The Company has signed a significant  contract of C$4,700,000  [$3,626,520] with
Technolopole Maritime of Quebec for the delivery of an integrated infrastructure
system of maritime information (IIIM).


                                       9
<PAGE>

EMERGENSYS CORPORATION

               NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

March 31, 2004                                                       [Unaudited]
                                                               [in U.S. dollars]

1.    BASIS OF FINANCIAL  STATEMENT  PRESENTATION  AND GOING CONCERN  ASSUMPTION
      [CONTINUED]

The project stages consist in delivery of software tools, delivery of equipment,
structuring the integrated software and delivery of the integrated system.

Within  the  context  of  this  transaction,   the  Company  will  conserve  the
intellectual  property  and  obtain a right to utilize  the IIIM to promote  and
demonstrate the capacity of the integrated  system in  consideration  of a total
amount of  C$1,200,000  [$925,920],  payable over a three year term. The Company
also has  worldwide  marketing  rights,  except for  Canada,  for the  resulting
integrated system.

The  Company  will  subcontract  the  services  of  Seaquest  Technologie  TI to
structure  the  integrated  software  which  represents  the third  stage of the
project.

In  addition,   the  Company   concluded  a  private  placement  of  C$5,000,000
[$3,595,000],   subject  to  certain   conditions,   to  fund   operations   and
commercialization of its software license rights [see note 11c)].

The ability of the Company to continue as a going concern is dependent  upon its
ability to successfully commercialize its software license rights and ultimately
attain  profitable  operations.  The  accompanying  financial  statements do not
include  any  adjustments  that might be  necessary  if the Company is unable to
continue as a going concern.

The Company has  long-term  contracts  with two  customers.  Revenues  from each
customer  in the  first  quarter  of 2004  amounted  to  $575,325  and  $94,889,
respectively.  Therefore, it no longer considers itself to be in the development
stage as was the case in prior years. Accounts receivable represents amounts due
from these two customers in the amount of $437,121 and $97,994, respectively.


                                       10
<PAGE>

EMERGENSYS CORPORATION

               NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

March 31, 2004                                                       [Unaudited]
                                                               [in U.S. dollars]

2.    SUMMARY OF CHANGES IN SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The accompanying  financial  statements  include the accounts of the Company and
its wholly owned subsidiaries EmergenSys Canada Inc. and Scan-R Urgence Inc. All
significant  intercompany  balances and  transactions  have been  eliminated  on
consolidation.

FOREIGN CURRENCY TRANSLATION

During the first quarter of 2004, the Company  acquired Scan-R Urgence Inc. [see
note 10] and  created  a  second  subsidiary.  Both  subsidiaries  are  Canadian
companies with a functional  currency of the Canadian dollar. The balance sheets
of the Company's  non-U.S.  subsidiaries are translated into U.S. dollars at the
exchange rates in effect at the end of each period. Revenues,  expenses and cash
flows are  translated  at weighted  average  rates of exchange.  Gains or losses
resulting from foreign  currency  transactions  are included in earnings,  while
those resulting from translation of financial  statement balances are shown as a
separate component of other comprehensive loss.

SOFTWARE LICENSE RIGHTS

Software license rights are recorded at cost.  Certain of the Company's software
license  rights  in the  amount of  $2,849,500  are not yet  commercialized  and
therefore are not amortized. The remaining software license rights are amortized
over three years.

RECOGNITION OF CONTRACT REVENUES

Revenues  from  long-term  contracts  consisting of  designing,  structuring  or
developing  software solutions are recognized using the percentage of completion
method of  accounting.  The degree of  completion is determined by comparing the
costs  incurred  to the  total  costs  anticipated  for  the  entire  contracts,
excluding costs that are not representative of the measure of performance.


                                       11
<PAGE>

EMERGENSYS CORPORATION

               NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

March 31, 2004                                                       [Unaudited]
                                                               [in U.S. dollars]

3.    SOFTWARE LICENSE RIGHTS

                                                     MARCH 31,      DECEMBER 31,
                                                       2004             2003
                                                         $                $
--------------------------------------------------------------------------------

Software license rights                             3,255,454         2,849,500
Accumulated depreciation                               34,151                --
--------------------------------------------------------------------------------
                                                    3,221,303         2,849,500
--------------------------------------------------------------------------------

During the first quarter,  the Company entered into a Software License Agreement
["License  Agreement"],   with  Seaquest  Technologies  MKG  Inc.  ["Seaquest"].
Seaquest is a developer of  technological  solutions  [hardware and  technology]
that integrates new concepts for marine safety and support systems.  The License
Agreement  provides  the  Company  with an  exclusive  worldwide,  royalty-free,
perpetual license to use, offer and distribute Seaquest technology.

In consideration of the grant of the License,  the Company committed to issue to
Seaquest,  2,000,000  shares of its restricted  common stock which is subject to
regulatory approval.

In addition,  if the Company signs  contracts with  customers  outside of Canada
prior to December 31, 2004 and meeting certain  criteria,  additional shares may
be issued based on contract revenues that the Company may receive related to the
licensed technology as follows:

                                                       NUMBER OF RESTRICTED
AMOUNTS OF CONTRACTS                                          SHARES
--------------------------------------------------------------------------------

C$5,000,000 [$3,856,500]                                     500,000
An additional C$2,000,000 [$1,542,600]                       200,000
--------------------------------------------------------------------------------

The  technology  which is the  subject  of the  License  Agreement  may  require
additional development prior to commercialization.

During the first quarter of 2004, the Company  advanced an additional  amount of
$18,384 to Seaquest Technologies MKG Inc.


                                       12
<PAGE>

EMERGENSYS CORPORATION

               NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

March 31, 2004                                                       [Unaudited]
                                                               [in U.S. dollars]

4.    OTHER INTANGIBLE ASSETS

                                                         MARCH 31,  DECEMBER 31,
                                                           2004         2003
                                                             $            $
--------------------------------------------------------------------------------

Intellectual property [note 10]                            37,696            --
Rights for utilization of integrated system [note 1]            1            --
--------------------------------------------------------------------------------
                                                           37,697            --
--------------------------------------------------------------------------------
5.    NOTES PAYABLE TO STOCKHOLDERS

                                                         MARCH 31,  DECEMBER 31,
                                                           2004         2003
                                                             $            $
--------------------------------------------------------------------------------

Notes for C$525,000 [$403,104], bearing interest at 12%,
payable on demand,  convertible  in common  stock at the
option  of the  lender  at the  issuance  price  or at a
maximum  of $0.50 per share  upon  closing of private or
public  financing of a minimum of $500,000.  These notes
are issued to  stockholders  or a company  controlled by
stockholders.                                             400,365       154,261

Note for C$60,000  [$45,143],  bearing  interest at 12%,
payable on demand,  convertible  in common  stock at the
option  of the  lender  at the  issuance  price  or at a
maximum of $0.40 per share.                               45,756             --

Notes for C$125,000 [$93,940],  bearing interest at 12%,
payable on demand as of June 30,  2004,  convertible  in
common stock at the option of the lender at the issuance
price or at a maximum of $0.40 per share.                 95,325             --

--------------------------------------------------------------------------------
                                                         541,446        154,261
--------------------------------------------------------------------------------


                                       13
<PAGE>

EMERGENSYS CORPORATION

               NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

March 31, 2004                                                       [Unaudited]
                                                               [in U.S. dollars]

5.    NOTES PAYABLE TO STOCKHOLDERS [CONTINUED]

These notes  include a contingent  beneficial  conversion  feature which will be
accounted  for in the period in which there is a qualifying  financing.  At that
time,  there will be a minimum  expense of $131,264  to reflect  the  difference
between  the  conversion  price and the fair  value of the  common  stock at the
commitment  date. As well,  additional  expense will result if the fair value of
the  common  stock  on the  conversion  date is  above  the  fair  value  at the
commitment date.

6.    CAPITAL STOCK

During the first quarter of 2004,  the Company  agreed to the issuance of 50,000
committeed common stock in consideration for professional fees.

In addition,  certain stockholders agreed to renounce their anti-dilution rights
under a stock purchase agreement relating to certain capital  transactions which
occurred between May 5, 2003 and May 5, 2004.

7.    LOSS PER SHARE

The computation of basic and diluted loss per share for each year is as follows:

                                                     MARCH 31,        MARCH 31,
                                                       2004             2003
                                                         $                $
--------------------------------------------------------------------------------

NUMERATOR

Net loss                                             (509,685)         (134,800)
--------------------------------------------------------------------------------

DENOMINATOR

Weighted-average common shares  outstanding        32,425,104        18,679,287
Basic and diluted loss per share                        (0.02)            (0.01)


                                       14
<PAGE>

EMERGENSYS CORPORATION

               NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

March 31, 2004                                                       [Unaudited]
                                                               [in U.S. dollars]

7.    LOSS PER SHARE [CONTINUED]

The following  number of warrants and options to purchase shares of common stock
were outstanding during each period, but were not included in the computation of
diluted  earnings  per share  because  the  Company  realized a loss  during the
period, and therefore the effect would be antidilutive:

                                                      MARCH 31,        MACH 31,
                                                        2004             2003
                                                          $                $
--------------------------------------------------------------------------------

Number of options                                      130,746         1,767,870
Number of warrants                                   3,200,000                --
--------------------------------------------------------------------------------
TOTAL                                                3,330,746         1,767,870
--------------------------------------------------------------------------------

In addition loss per share excludes the effect of the notes payable which may be
converted into common shares [see note 5].

8.    RELATED PARTY TRANSACTIONS

During the first quarter of 2004, in addition to the related party  transactions
described elsewhere in these financial statements,  the Company paid $300,000 to
Mobilair,  a company  controlled by a principal  stockholder  and a director and
officer of the Company,  under the service  agreement which were  capitalized as
software production costs.

Advances to related  company  consist of advances to Mobilair  payable on demand
and non interest bearing.  These advances amount to C$181,895.  Accounts payable
to related  company  are due to  Mobilair  and  include  an amount of  C$201,285
[$155,252] which relate to costs paid by Mobilair on behalf of the Company.

9.    COMMITMENTS

During the first quarter of 2004,  the Company has entered into a one-year lease
agreement with Mobilair.  Related to this agreement, the Company is committed to
pay C$4,000 [3,000] per month, until September 30, 2004.


                                       15
<PAGE>

EMERGENSYS CORPORATION

               NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

March 31, 2004                                                       [Unaudited]
                                                               [in U.S. dollars]

10.   BUSINESS COMBINATION

On February 19, 2004,  the Company  acquired 100% of the issued and  outstanding
shares of Scan-R Urgence Inc.  ("Scan-R") for total  consideration  of C$128,000
[$96,204];  cash of C$20,000  [$15,032]  and 400,000  shares of its common stock
committed  for  issuance.   Scan-R  develops   solutions  software  for  use  by
municipalities in non-emergency dispatch system. The principal asset acquired in
the transaction is intellectual property.

The acquisition has been accounted for using the purchase method and the results
of  operations  have been  consolidated  from the date of  acquisition.  The net
assets acquired at the allocated values are as follows:

<TABLE>
<CAPTION>
                                                                                           $
------------------------------------------------------------------------------------------------------
<S>                                                                 <C>                  <C>
Working capital                                                      C$54,443            40,919
Fixed assets                                                         C$23,403            17,590
Intellectual property                                                C$50,154            37,695
------------------------------------------------------------------------------------------------------
Net assets acquired                                                 C$128,000            96,204
------------------------------------------------------------------------------------------------------

Consideration
   Cash                                                              C$20,000            15,032
   400,000 shares of its common stock committed for issuance        C$108,000            81,172
------------------------------------------------------------------------------------------------------
                                                                    C$128,000            96,204
------------------------------------------------------------------------------------------------------
</TABLE>

The Company acquired negative goodwill that reduced intellectual property for an
amount of C$44,486  [31,451].  There was no purchased  in progress  research and
development   included  with  this   acquisition,   therefore  no  amounts  were
written-off to results of operations. Pro forma results of operations, as if the
purchase  had  occurred at the  beginning  of each fiscal  period are  presented
below:

<TABLE>
<CAPTION>
                                                                         PRO FORMA COMBINED
                                                                         THREE MONTH ENDED
                                                                              MARCH 31,
                                                                       -----------------------
                                                                       2004             2003
                                                                         $                $
                                                                              [unaudited]
-------------------------------------------------------------------------------------------------------
<S>                                                                <C>               <C>
Revenues                                                              670,214            22,680
Net loss                                                              533,706           137,297
Net loss per common share:  basic and diluted                           (0.02)            (0.01)
Weighted average shares outstanding:  basic and diluted            32,644,884        19,079,287
</TABLE>


                                       16
<PAGE>

EMERGENSYS CORPORATION

               NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

March 31, 2004                                                       [Unaudited]
                                                               [in U.S. dollars]

11.   SUBSEQUENT EVENTS

a)    NOTES PAYABLE

These notes bear interest at a rate of 12% and accompanying  characteristics are
as follows:

<TABLE>
<CAPTION>
                                  PRICE OF
                                 CONVERSION        NUMBER OF          RELATED           TOTAL
                                   OPTION            NOTES             PARTY           AMOUNT
                                      $                                                   $
------------------------------------------------------------------------------------------------------
<S>                                 <C>                 <C>              <C>          <C>
Payable on demand, including
   a premium of 8% on capital
   totalling C$16,000 [$12,201]     $0.40               1                1  *         C$200,000
                                                                                      [$152,091]

Payable on demand as                                                                  C$140,000
   of June 30, 2004                 $0.40               2               --            [$110,906]
------------------------------------------------------------------------------------------------------
</TABLE>

*     This note is issued to a company controlled by a stockholder.

b)    EXPIRATION OF A NON-EXCLUSIVE LICENSE

On May 6, 2004, the Company's non-exclusive license to develop certain compounds
expired due to the non-payment of the continuation  payment.  The license has no
accounting value and therefore no loss was recorded.

c)    PRIVATE PLACEMENT

On May 11,  2004 the  Company  entered  into an Agency  Agreement  for a private
placement  to be  conducted  in  Canada.  The  offering  involves  the  sale  of
12,500,000  Special  Warrants  at a price of C$.40  per  Special  Warrant  or an
aggregate of C$5,000,000. The offering further provides for the sale of up to an
additional 2,500,000 Special Warrants (C$1,000,000) to cover over-allotments, if
any.  Each  Special  Warrant  is  exercisable  to  acquire,  for  no  additional
consideration,  one common  share and one common  stock  purchase  warrant  (the
"Purchase  Warrant")  for the  purchase of one  additional  common  share.  Each
Purchase  Warrant  entitles the holder thereof to purchase one common share at a
price of C$.50 per share from the Special Warrant closing date through April 30,
2005 and at a price of  CDN$.60  per share  from May 1, 2005  through  April 30,
2006. Each Special Warrant will be automatically exercised on the earlier of (i)
the date on which the common  stock  underlying  the  Special  Warrants  and the
Purchase Warrants becomes registered for public sale in the provinces of Quebec,
Ontario, Alberta, and British Columbia [the "Canadian


                                       17
<PAGE>

EMERGENSYS CORPORATION

               NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

March 31, 2004                                                       [Unaudited]
                                                               [in U.S. dollars]

11.   SUBSEQUENT EVENTS [CONTINUED]

c) PRIVATE PLACEMENT [CONTINUED]

Registration"],  and our common stock becomes listed on the TSX Venture Exchange
[the Canadian Registration and the TSX Venture Exchange Listing are collectively
referred to herein as the  "Liquidity  Transaction"];  or (ii) 12 months and one
day after the Special  Warrant  closing  date. On May 11, 2004, an amount of C$5
000 000 has been closed in escrow in accordance  with the  offering.  On May 21,
2004,  an amount of C$ 2 250 000 has been  released from the escrow in favour of
the  corporation.  The  remaining  amount will be released when the Company will
have completed the acquisition of a private company described below.

In consideration for the services to be rendered by the agent in connection with
the private placement,  the Company will pay the following:

o     a fee equal to 10% of the gross  proceeds  raised in  connection  with the
      private placement; and

o     a compensation option to acquire, for no additional consideration,  broker
      warrants  (the  "Broker  Warrants")  equal in number to 10% of the Special
      Warrants  issued  pursuant to the private  placement.  Each Broker Warrant
      shall  entitle  the  holder  thereof  to  purchase  one unit at a price of
      CDN$.40  per unit for a  period  of two  years  from the  Special  Warrant
      closing  date.  Each unit  consists  of one share of common  stock and one
      common stock purchase warrant (the "Broker Purchase Warrant"). Each Broker
      Purchase  Warrant is  identical  to the Purchase  Warrants  issuable  upon
      exercise of the Special Warrants.

The  Company  has  agreed to use its best  efforts  to  complete  the  Liquidity
Transaction  on or prior to August  31,  2004.  If we do not file a  Preliminary
Prospectus  respecting the Canadian  Registration and a listing application with
the TSX Venture  Exchange by July 31,  2004,  the Company has agreed to issue to
the purchasers in the private placement as a penalty,  at no additional cost, an
additional  number of  Special  Warrants  equal to 10% of the  number of Special
Warrants issued pursuant to the private placement.

Similarly,  the Company has agreed to use its best efforts to acquire all of the
outstanding stock of Mobilair  Integration  within 90 days following the Special
Warrant closing date, failing which we have agreed to issue to the purchasers in
the private placement, as a penalty, at no additional cost, an additional number
of  Special  Warrants  equal to 10% of the  number of  Special  Warrants  issued
pursuant to the private placement


                                       18
<PAGE>

ITEM 2. PLAN OF OPERATION

Since  September 16, 2003,  the date of our Software  License  Agreement and our
Service Agreement with Mobilair  Integration,  we have devoted our financial and
human  resources to the  development and marketing of public safety and security
management systems including related software  development.  Through our service
agreement  with Mobilair  Integration,  we have modified the software to make it
adaptable  for use in North  America,  South  America  and  other  markets.  The
software  developed by Mobilair  Integration had been developed in French solely
for use in Quebec Province. To complete the development of our proposed software
products related to the software license, engage in related marketing activities
and  conduct  general  business  operations,  we will be  required  to  raise an
estimated  $3,000,000 to $4,000,000 over the next twelve months.  We expect this
requirement to be satisfied by our May 2004 Regulation S private placement.  See
Part II, Item 5. Other Information. These proceeds will be used for:

      o     The recruitment  and training of a network of  Value-Added-Resellers
            in the United States;

      o     The formation of a small direct marketing team and a training team;

      o     The hiring of several administrative personnel and support staff;

      o     The  completion  of our  software  products  for sale in the  United
            States and internationally.

      o     The opening of one or two satellite offices; and

      o     General and administrative expenses.

Pursuant to our February 10, 2004 licensing  agreement  with  Seaquest,  we will
also be devoting  resources  to the  development  and  marketing  of our Coastal
Network Management System technology.

We intend to achieve our required  financing through sales of our equity or debt
securities.  No assurance can be given that we will be successful in this regard
or that if  achieved,  we will do so on  favorable  terms.  Our failure to raise
funds as and when  needed  will  delay  our  ability  to  complete  our  product
development and marketing plans and achieve operating revenues.

We expect to add 5 to 10 employees over the next twelve  months.  No significant
research and  development  expenses are planned for the next twelve months,  nor
are any major purchases of plant and equipment contemplated.

We believe that approximately  $3,000,000 of additional capital will allow us to
operate for the next twelve months and engage in our planned activities. Most of
the  product  development  related  to  the  technology  license  from  Mobilair
Integration  has  been  completed.  We  intend  to  enter  into  sub-contracting
arrangements with Mobilair Integration and others with respect to our additional
technical  requirements.  After we complete our initial products we will look to
complement and expand these product offerings.  Further licensing or acquisition
of technologies will require additional funds.  Moreover,  if significant orders
are received over the next twelve months, additional funds could be required for
accelerating   our  business  plan  as  well  as  providing  funds  for  bonding
arrangements that are often a condition or larger contracts.


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<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

Our principal  executive  officer and principal  financial officer evaluated the
effectiveness  of our  disclosure  controls and  procedures  (as defined in Rule
13a-14(c) under the Securities  Exchange Act of 1934) as of the end of the first
quarter of 2004. Based on this evaluation,  our principal  executive officer and
principal  financial officer have concluded that our controls and procedures are
effective in providing  reasonable assurance that the information required to be
disclosed  in this  report  is  accurate  and  complete  and has been  recorded,
processed,  summarized  and  reported  within the time period  required  for the
filing of this report. Subsequent to the date of this evaluation, there have not
been any significant  changes in our internal controls or, to our knowledge,  in
other factors that could significantly affect our internal controls.

                           PART II--OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

In April 2004 we received a loan in the amount of $152,091 from a related party.
The loan which is represented by a promissory note bears interest at the rate of
12% per  annum and is  payable  on  demand.  At the time of  repayment,  we have
further  agreed to pay the lender an 8% premium on the  principal  amount of the
loan which amounts to $12,201 (the "Premium Payment).  Prior to repayment by us,
the  lender  has the  right  to  convert  the  Premium  Payment  and any and all
principal  and  interest  due on the loans into shares of our common  stock at a
price of $.40 per  share.  The  issuance  of the  note was made in  reliance  on
Section 4(2) of the Securities Act of 1933, as amended.

In April 2004,  we received  aggregate  loans in the amount of $110,906 from two
persons.  The loans which are  represented by promissory  notes bear interest at
the rate of 12% per annum and are payable on demand  commencing  June 30,  2004.
Prior to  repayment  by us, each of the lenders has the right to convert any and
all  principal  and  interest due on their  respective  loans into shares of our
common stock at a price of $.40 per share.  The issuance of the note was made in
reliance on Section 4(2) of the Securities Act of 1933, as amended.

During  the  period  December  3, 2003  through  February  7,  2004 we  received
aggregate  loans in the amount of $364,001  from certain  related  parties.  The
loans which are represented by promissory notes bear interest at the rate of 12%
per annum and are  payable on  demand.  In the event that while any of the loans
are outstanding we engage in a private or public offering of our common stock in
the minimum  amount of  $500,000  each lender will have the right to convert any
and all principal and interest then due on their respective loans into shares of
our  common  stock at the  lesser  of $.50 per  share or the sale  price for the
common stock in the  offering.  The issuances of the notes were made in reliance
on Section 4(2) of the Securities Act of 1933, as amended.

In February  2004,  we received  aggregate  loans in the amount of $141,100 from
three persons. The loans which are represented by promissory notes bear interest
at the rate of 12% per annum and are payable on demand  commencing June 1, 2004.
Prior to  repayment  by us, each of the lenders has the right to convert any and
all  principal  and  interest due on their  respective  loans into shares of our


                                       20
<PAGE>

common stock at a price of $.40 per share.  The issuances of the notes were made
in reliance on Section 4(2) of the Securities Act of 1933, as amended.

Effective  September 16, 2003 we entered into a Software License  Agreement with
3720161 Canada Corporation, a Canadian corporation doing business under the name
of Mobilair Integration.  In consideration of the License Agreement, as amended,
in March 2004 we issued an  aggregate of  12,900,000  shares of our common stock
including  9,030,000  shares  to  Mobilair  Integration  and its  assignees  and
3,870,000  shares  to LBJ  Partners,  Inc.  Pending  approval  from  the  Quebec
Securities  Commission,  we will also issue an aggregate of 1,000,000  shares to
certain employees of Mobilair. The issuance of the 12,900,000 shares was made in
reliance on Regulation S under the Securities Act of 1933, as amended.

On  February  10,  2004 we entered  into a  licensing  agreement  with  SeaQuest
Technologies  MKG Inc.  ("Seaquest")  of Rimouski  Quebec whereby we acquired an
exclusive,  worldwide,  perpetual license respecting  SeaQuest's Coastal Network
Management  System  technology.  Pending  approval  from the  Quebec  Securities
Commission,  we are  required to issue  2,000,000  shares of our common stock to
Seaquest,  including certain assignees of Seaquest, in exchange for the license.
Seaquest has the further  right to receive up to an  additional  700,000  shares
under the agreement  based on contract  revenues that we may receive  related to
the licensed technology.

On February  19th 2004,  we acquired  SCAN-R  Urgence Inc.  ("Scan R"), a Magog,
Quebec  corporation which had been a competitor of ours in Quebec province.  The
acquisition  involved our purchase of all of the  outstanding  capital of Scan R
from its two shareholders in exchange for:

      o     a cash payment of $15,032; and;

      o     the  issuance of an aggregate  of 400,000  shares of our  restricted
            common stock to the two shareholders and a key employee of Scan R.

Pending  approval  from the  Quebec  Securities  Commission,  we will  issue the
400,000 common shares.

ITEM 5. OTHER INFORMATION

On May 11, 2004 we entered into an Agency  Agreement with Desjardins  Securities
Inc.  ("Desjardins") whereby Desjardins agreed to act as the placement agent for
a  Regulation  S private  placement  to be  conducted  in Canada.  The  offering
involves  the sale of  12,500,000  Special  Warrants  at a price of CDN$.40  per
Special Warrant or an aggregate of CDN$5,000,000.  The offering further provides
for the sale of up to an additional  2,500,000 Special Warrants  (CDN$1,000,000)
to cover  over-allotments,  if any.  Each  Special  Warrant  is  exercisable  to
acquire, for no additional consideration,  one common share and one common stock
purchase  warrant (the  "Purchase  Warrant") for the purchase of one  additional
common share.  Each Purchase Warrant entitles the holder thereof to purchase one
common  share at a price of CDN$.50 per share from the Special  Warrant  closing
date (which will be on or before May 25, 2004)  through  April 30, 2005 and at a
price of CDN$.60 per share from May 1, 2005 through April 30, 2006. Each Special
Warrant will be automatically  exercised on the earlier of (i) the date on which


                                       21
<PAGE>

the common stock  underlying  the Special  Warrants  and the  Purchase  Warrants
becomes registered for public sale in the provinces of Quebec, Ontario, Alberta,
and British Columbia (the "Canadian Registration"), and our common stock becomes
listed  on the TSX  Venture  Exchange  (the  Canadian  Registration  and the TSX
Venture Exchange  Listing are collectively  referred to herein as the "Liquidity
Exchange");  or (ii) 12 months  and one day after the  Special  Warrant  closing
date.

In  consideration  for the services to be rendered by  Desjardins  in connection
with the private placement, we agreed to pay Desjardins the following:

      o     a fee equal to 10% of the gross proceeds  raised in connection  with
            the private placement; and

      o     a compensation option to acquire,  for no additional  consideration,
            broker  warrants (the "Broker  Warrants")  equal in number to 10% of
            the Special Warrants issued pursuant to the private placement.  Each
            Broker Warrant shall entitle the holder thereof to purchase one unit
            at a price of  CDN$.40  per unit for a period of two years  from the
            Special  Warrant  closing  date.  Each unit consists of one share of
            common  stock and one common  stock  purchase  warrant  (the "Broker
            Purchase Warrant"). Each Broker Purchase Warrant is identical to the
            Purchase Warrants issuable upon exercise of the Special Warrants.

We have agreed to use our best efforts to complete the Liquidity  Transaction on
or  prior  to  August  31,  2004.  If we do not  file a  Preliminary  Prospectus
respecting  the Canadian  Registration  and a listing  application  with the TSX
Venture  Exchange by July 31, 2004, we have agreed to issue to the purchasers in
the private placement as a penalty,  at no additional cost, an additional number
of  Special  Warrants  equal to 10% of the  number of  Special  Warrants  issued
pursuant to the private placement.

Similarly,  we have  agreed  to use  our  best  efforts  to  acquire  all of the
outstanding  stock of 3720161 Canada  Corporation  (d/b/a Mobilair  Integration)
within 90 days  following  the  Special  Warrant  closing  date  (the  "Mobilair
Acquisition"),  failing  which we have agreed to issue to the  purchasers in the
private placement,  as a penalty, at no additional cost, an additional number of
Special  Warrants equal to 10% of the number of Special Warrants issued pursuant
to the private placement.

To date,  12,500,000  Special  Warrants  have been sold.  The  CDN$5,000,000  in
proceeds therefrom were placed in escrow. The CDN$500,000  commission payable to
Desjardins   for  the  Special   Warrants   sold  has  been  paid  from  escrow.
CDN$2,250,000  of the proceeds  were released to us from escrow on May 21, 2004.
The  balance  of the  proceeds  (CDN$2,250,000)  will be  released  to us on the
earlier of (i) the date on which (a) the Mobilair  Acquisition have been closed;
and (b) all required filings have been made by us in the Province of Quebec with
respect to all  private  placements  completed  by us since our  inception  that
involved offers and sales to Quebec  residents;  or (ii)August 9, 2004, which is
90 days after the closing date for the offering.

Effective  January 24,  2004,  through our wholly owned  subsidiary,  EmergenSys
Canada Inc.,  we entered into an agreement  with  Technopole  Maritime of Quebec
("Technopole")  pursuant to which we have agreed to provide  Technopole  with an
integrated   infrastructure   system  of  maritime  information  (the  "Maritime
System"). The infrastructure includes:


                                       22
<PAGE>

      o     Electronic Chart Display Information System;

      o     Visualization Display and Information System;

      o     Automatic Identification System;

      o     Visual Traffic System;

      o     Environmental Monitoring System;

      o     Instrumentation for Sea Condition Forecasts;

      o     Marine Weather Forecast;

      o     Automatic Vehicle Locator; and

      o     Port and Vessels Management Data

The project is required to be completed within 3 years and, assuming  successful
completion,  will result in payments to us of an aggregate of  $3,626,520,  less
the amount of credits we supply to  Technopole,  as described  below.  Under the
agreement,  Technopole  will be paying us monthly  based upon the amount of work
completed and expenses incurred by us prior to each payment date.

The project will involve the following stages:

      o     delivery of software tools;

      o     delivery of equipment;

      o     structuring of the integrated software; and

      o     delivery of the integrated system.

We will retain all intellectual property rights related to the technologies that
we utilize and develop in connection with the agreement.  Further,  we will have
the right,  for a period of five years  commencing on the date of final delivery
of contract  equipment,  to utilize the  equipment we develop for and deliver to
Technopole  for our  own use for  demonstration  and  promotional  purposes.  In
consideration of these rights,  we will provide  Technopole with a 25.53% credit
against the amount of each invoice or $925,920 on an aggregate basis.

In  furtherance  of  the  transaction,  we  also  executed  a  commercialization
agreement  with  Technopole  respecting  the  commercialization  of the Maritime
System.  Therein,  we  granted  Technopole  a  non-exclusive,  royalty  free and
perpetual  right to use and  commercialize  the  Maritime  System in Canada.  We
retained  our right to  commercialize  the  Maritime  System for the rest of the
world but agreed to pay  Technopole a royalty based on the value of our Maritime
System   commercialization   contracts   outside  of  Canada.  On  contracts  of
CDN$200,000  or less we will pay  Technopole  a 5% royalty and on  contracts  in
excess of CDN$200,000 we will pay Technopole a 3% royalty.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a)   Exhibits

The following exhibits are filed as a part of this report on Form 10-QSB:


                                       23

<PAGE>

EXHIBIT NO.                   DESCRIPTION

10.1                Agency Agreement dated May 11, 2004 between Registrant and
                    Desjardins Securities Inc.

31.1                Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal
                    Executive Officer


31.2                Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal
                    Financial Officer


32.1                Rule 1350 Rule 1350Certification of Chief Executive Officer

32.2                Rule 1350 Certification of Chief Financial Officer

(b) Reports on Form 8-K

On  February  13,  2004 we filed a Form 8-K dated  September  10,  2004.  Item 4
thereof referred to a change in our independent certifying account.


                                       24

<PAGE>

                                   SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange  Act of 1934,  the  Registrant  has duly  caused this Form 10-QSB to be
signed on its behalf by the undersigned, thereunto duly authorized.

       Dated: May 21, 2004                    EmergenSys Corporation

                                              By: /s/ Daniel Veilleux
                                                  ------------------------------
                                              Daniel Veilleux
                                              President, Chief Executive Officer


                                       25