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

                                   FORM 10-QSB

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED June 30, 2004.

                                       OR

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

                  FOR THE TRANSITION FROM         TO
                                          -------    --------

                        COMMISSION FILE NUMBER 001-31263
                                               ---------


                           AUTO-Q INTERNATIONAL, INC.
                  --------------------------------------------
                 (Name of Small Business Issuer in its charter)

            Delaware                                              98-034160
 ------------------------------                               -----------------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                          53-57 Woodcock Trading Estate
                 Warminster, Wiltshire, United Kingdom   BA12 9DX
                --------------------------------------   --------
               (Address of principal executive offices) (Zip code)

                Issuer's telephone number: (011) 44-870-873-1250

                                       N/A
                  ---------------------------------------------
                 (Former name, former address and former 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/

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

      On August 15, 2004, there were outstanding approximately 58,327,663
shares of the Registrant's Common Stock, $.001 par value.

Transitional Small Business Disclosure Format: Yes /     No /X/

<PAGE>


                   AUTO-Q INTERNATIONAL, INC. AND SUBSIDIARIES

                                      Index

Part I.  FINANCIAL INFORMATION                                              Page
------                                                                      ----

Item 1.   Financial Statements

Consolidated Balance Sheet as of June 30, 2004 (Unaudited)                   F-1

Consolidated Statements of Operations and Comprehensive
    Loss for the Three and Nine Months ended June 30, 2004
    and 2003 (Unaudited)                                                     F-2

Consolidated Statement of Stockholders' Deficiency for the
    Nine Months ended June 30, 2004 (Unaudited)                              F-3

Consolidated Statements of Cash Flows for the Nine Months
    ended June 30, 2004 and 2003 (Unaudited)                                 F-4

Notes to Consolidated Financial Statements                                   F-6


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

Item 3.   Controls and Procedures                                             10

Part II.  Other Information

Item 1.  Legal Proceedings                                                    10

Item 4.  Submission of Matters to a Vote of Security Holders                  10

Item 6.  Exhibit and Report on Form 8-K                                       10

Signatures                                                                    11


<PAGE>


Item 1.  Financial Statements


                           AUTO-Q INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                           Consolidated Balance Sheet
                                  June 30, 2004
                                   (Unaudited)



                                     ASSETS
                                     ------

Current assets:
    Cash                                                            $     1,269
    Accounts receivable                                                  16,237
    Inventory                                                             1,807
    Prepaid expenses and other current assets                            11,508
                                                                    -----------

        Total current and total assets                              $    30,821
                                                                    ===========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                    ----------------------------------------

Current liabilities:
    Note payable - bank                                             $     9,157
    Due to liquidator                                                   197,007
    Accounts payable                                                    337,648
    Deferred revenue                                                     22,200
    Loans payable - affiliates                                        1,009,330
    Accrued expenses and other current liabilities                      394,904
                                                                    -----------
           Total current liabilities                                  1,970,246

Stockholders' deficiency:
    Common stock - $.001 par value:
        200,000,000 shares authorized; 57,445,681 shares issued
           and outstanding                                               57,446
    Additional paid-in capital                                        2,334,120
    Accumulated deficit                                              (4,160,280)
    Accumulated other comprehensive loss                               (170,711)
                                                                    -----------
           Total stockholders' deficiency                            (1,939,425)
                                                                    -----------
                                                                    $    30,821
                                                                    ===========

                 See notes to consolidated financial statements

                                       F-1

<PAGE>
<TABLE>
<CAPTION>


                                           AUTO-Q INTERNATIONAL, INC.
                                                AND SUBSIDIARIES
                          Consolidated Statements of Operations and Comprehensive Loss
                                                   (Unaudited)



                                                       Three Months Ended              Nine Months Ended
                                                            June 30,                        June 30,
                                                  ----------------------------    ----------------------------
                                                      2004            2003            2004            2003
                                                  ------------    ------------    ------------    ------------
<S>                                               <C>             <C>             <C>             <C>
Revenue:
    Sales of equipment                            $     77,768    $    286,811    $    402,104    $    680,286
    Service income                                      22,420          15,090          59,271          29,737
                                                  ------------    ------------    ------------    ------------
               Total revenue                           100,188         301,901         461,375         710,023

Cost of goods sold                                     240,863         171,996         461,107         559,267
                                                  ------------    ------------    ------------    ------------

Gross profit (loss)                                   (140,675)        129,905             268         150,756

Selling, general and administrative expenses           316,881         294,796       1,041,447       1,036,733

Loss on impairment of property, equipment
    and intangible assets                              122,194            --           122,194         198,166

Loss on disposal of property and equipment                --              --              --
                                                                                                        12,585

Reversal (gain) on forgiveness of debt                    --            60,939            --        (1,814,094)

Non-cash professional fees and services                 67,135          84,836         812,331         277,939
                                                  ------------    ------------    ------------    ------------

Operating income (loss)                               (646,885)       (310,666)     (1,975,704)        439,427

Interest expense                                        20,434           3,173          34,544          44,246
                                                  ------------    ------------    ------------    ------------

Income (loss) before provision for income taxes       (667,319)       (313,839)     (2,010,248)        395,181

Provision for income taxes                                --              --              --            21,638
                                                  ------------    ------------    ------------    ------------

Net income (loss)                                     (667,319)       (313,839)     (2,010,248)        373,543

Other comprehensive income (loss):
    Cumulative translation adjustment                    5,410           1,256         (18,350)        (91,717)
                                                  ------------    ------------    ------------    ------------

Comprehensive income (loss)                       $   (661,909)   $   (312,583)   $ (2,028,598) $      281,826
                                                  ============    ============    ============    ============

Basic and diluted net income (loss) per share     $       (.01)   $       (.01)   $       (.04)   $        .01
                                                  ============    ============    ============    ============


Weighted average number of shares outstanding       54,728,219      42,536,234      51,491,173      40,523,886
                                                  ============    ============    ============    ============


                                 See notes to consolidated financial statements

                                                       F-2
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                               AUTO-Q INTERNATIONAL, INC.
                                                    AND SUBSIDIARIES
                                   Consolidated Statement of Stockholders' Deficiency
                                         For the Nine Months Ended June 30, 2004
                                                      (Unaudited)



                                                                                             Accumulated       Total
                                          Common Stock           Additional                     Other      Stockholders'
                                    -------------------------     Paid-In     Accumulated   Comprehensive      Equity
                                       Shares        Amount       Capital       Deficit     Income (Loss)   (Deficiency)
                                    -----------   -----------   -----------   -----------    -----------    -----------
<S>                                 <C>          <C>           <C>           <C>            <C>            <C>
Balance, October 1, 2003             48,484,379   $    48,484   $ 1,510,751   $(2,150,032)   $  (152,361)   $  (743,158)

Issuance of shares of Common
   Stock for cash                     5,000,000         5,000        95,000          --             --          100,000

Issuance of shares of Common
   Stock in settlement of claims
   against the Company                  250,000           250        24,750          --             --           25,000

Issuance of shares of Common
   Stock for services                 3,711,302         3,712       703,619          --             --          707,331


Net loss                                   --            --            --      (2,010,248)          --       (2,010,248)


Cumulative translation adjustment          --            --            --            --          (18,350)       (18,350)

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

Balance, June 30, 2004               57,445,681   $    57,446   $ 2,334,120   $(4,160,280)   $  (170,711)   $(1,939,425)
                                    ===========   ===========   ===========   ===========    ===========    ===========


                                     See notes to consolidated financial statements

                                                           F-3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                     AUTO-Q INTERNATIONAL, INC.
                                          AND SUBSIDIARIES
                                Consolidated Statements of Cash Flows
                                             (Unaudited)



                                                                             Nine Months Ended
                                                                                  June 30,
                                                                         --------------------------
                                                                            2004            2003
                                                                         -----------    -----------
<S>                                                                      <C>            <C>
Cash flows from operating activities:
    Net income (loss)                                                    $(2,010,248)   $   373,543
    Adjustments to reconcile net income (loss) to net cash used in
      operating activities:
       Depreciation and amortization                                          31,723         53,090
       Common stock issued for services and settlement of claims             732,331        237,939
       Capital contributions for payment of services                          80,000         40,000
       Loss on impairment of inventory                                       149,072         80,000
       Loss on impairment of property, equipment and intangible assets       122,194        198,166
       Loss on disposal of property and equipment                               --           12,585
       Gain on forgiveness of debt                                              --       (1,814,094)
    Change in assets and liabilities:
           Accounts receivable                                                50,163       (178,358)
           Inventory                                                          70,436         58,445
           Prepaid expenses and other current assets                           2,761         45,093
           Deposits                                                             --           (8,133)
           Accounts payable                                                   49,811         (1,229)
           Deferred revenue                                                  (33,054)       (14,924)
           Accrued expenses and other current liabilities                    164,801        139,327
                                                                         -----------    -----------
                Net cash used in operating activities                       (590,010)      (778,550)
                                                                         -----------    -----------

Cash flows from investing activities:
    Purchase of property and equipment                                        (4,512)        (3,760)
    Purchase of intangible assets                                               --           (6,333)
                                                                         -----------    -----------
                Net cash used in investing activities                         (4,512)       (10,093)
                                                                         -----------    -----------

Cash flows from financing activities:
    Repayment of note payable - bank, net                                    (20,562)          (949)
    Repayment of notes payable - other                                       (19,881)       (49,509)
    Advances from affiliates, stockholders and directors, net                540,302        199,842
    Repayment of capital lease obligations                                      --          (13,918)
    Proceeds from deposits for shares of common stock                           --          380,883
    Proceeds from issuance of common stock                                   100,000        226,094
    Capital contribution                                                        --           74,156
                                                                         -----------    -----------
                Net cash provided by financing activities                    599,859        816,599
                                                                         -----------    -----------

Effect of exchange rate changes on cash                                       (5,585)       (25,956)
                                                                         -----------    -----------

Net increase (decrease) in cash                                                 (248)         2,000

Cash, beginning of year                                                        1,517           --
                                                                         -----------    -----------

Cash, end of period                                                      $     1,269    $     2,000
                                                                         ===========    ===========


                          See notes to consolidated financial statements

                                                 F-4
</TABLE>

<PAGE>


                           AUTO-Q INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Concluded)
                                   (Unaudited)



                Supplemental Disclosures of Cash Flow Information

                                                           Nine Months Ended
                                                                June 30,
                                                         -----------------------
                                                          2004            2003
                                                         -------         -------
Cash paid during the period for:
    Interest                                             $34,544         $44,246



      Supplemental Schedule of Non-Cash Investing and Financing Activities


During the nine months ended June 30, 2003, the Company issued 307,696 shares,
valued at $92,308 in satisfaction of their obligation to the seller of AICS.



                 See notes to consolidated financial statements

                                       F-5


<PAGE>


                           AUTO-Q INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
          For the Nine Months Ended June 30, 2004 and 2003 (Unaudited)



Note 1 -  Principles of Consolidation and Operations
          ------------------------------------------

          The accompanying consolidated financial statements include the
accounts of Auto-Q International, Inc. ("Auto-Q"), a U.S. holding company, and
its wholly-owned subsidiaries, Auto-Q International Limited ("Auto-Q UK"), and
Auto-Q Solutions Limited ("Solutions"), U.K. companies (collectively, the
"Company"). Auto-Q UK has a wholly owned subsidiary, Automotive Information
Control Systems (UK) Limited ("AICS"), a U.K. company, which is inactive. Auto-Q
UK and Solutions are engaged in the development, supply and installation of
mobile data acquisition and vehicle tracking systems to corporate users
throughout the United Kingdom. The Company operates as a single segment. All
significant intercompany accounts and transactions have been eliminated in
consolidation.

          Liquidation of UK Subsidiaries
          ------------------------------

          On February 13, 2003, the Company's board of directors decided to
voluntarily liquidate the assets of Auto-Q UK. The board appointed liquidators
on March 13, 2003 who were ratified at a meeting of the creditors held on March
31, 2003. It was agreed that Auto-Q UK would transfer its assets to Solutions
and the creditors of Auto-Q UK who were owed approximately $2,127,000 were paid
approximately $333,000, which resulted in a net gain of approximately $1,794,000
during the year ended September 30, 2003. At June 30, 2004, Solutions still owes
(pound)109,000 (approximately $197,000) to the liquidator. Solutions continued
to operate the business of Auto-Q UK free of the obligations owing to Auto-Q
UK's creditors.

          On July 30, 2004, the Company's board of directors decided to
voluntarily liquidate the assets of Solutions, the only remaining operating
entity. The board appointed liquidators on August 6, 2004 and scheduled a
meeting of the creditors for August 24, 2004. Based on estimates provided by the
liquidators, Solutions has written down its assets to their net realizable
value. Accordingly impairment charges for write downs of inventory of
approximately $149,000 and property, equipment and intangible assets of
approximately $122,000 were recorded as of June 30, 2004 in the accompanying
consolidated statements of operations and comprehensive loss.

          Basis of Presentation
          ---------------------

          In the opinion of management, all adjustments consisting only of
normal recurring adjustments necessary for a fair presentation of (a) the
results of operations and comprehensive loss for the three and nine months ended
June 30, 2004 and 2003 (unaudited), (b) the financial position at June 30, 2004
(unaudited), (c) the changes in stockholders' deficiency for the nine months
ended June 30, 2004 (unaudited) and (d) cash flows for the nine months ended
June 30, 2004 and 2003 (unaudited), have been made.

                                      F-6

<PAGE>


                           AUTO-Q INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
          For the Nine Months Ended June 30, 2004 and 2003 (Unaudited)



Note 1 -  Principles of Consolidation and Operations (Continued)
          ------------------------------------------------------

          Basis of Presentation (Continued)
          ---------------------------------

          The unaudited consolidated financial statements and notes are
presented as permitted by Form 10-QSB. Accordingly, certain information and note
disclosures normally included in consolidated financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been omitted. The accompanying consolidated financial statements
and notes should be read in conjunction with the audited consolidated financial
statements and notes of the Company for the fiscal year ended September 30,
2003. The results of operations for the nine month period ended June 30, 2004
(unaudited) are not necessarily indicative of those to be expected for the
entire year.

          Change in Authorized Common Stock
          ---------------------------------

          On December 22, 2003, the stockholders voted to amend Auto-Q's
Certificate of Incorporation to increase the authorized common shares from 50
million to 200 million shares. The additional shares were made available to
conduct a variety of corporate transactions, such as public offerings, private
placements, forward stock splits, acquisition transactions and other business
combinations.

          Going Concern
          -------------

          At June 30, 2004 the Company has $1,269 of cash, working capital and
stockholders' deficiencies each of $1,939,425 and for the nine months ended June
30, 2004 the Company had a net loss of $2,010,248. On July 30, 2004, the
Company's board of directors determined that, in view of the Company's poor cash
position and no immediate prospect of raising adequate financing to sustain
operations, that the Company's wholly owned UK subsidiary, Solutions, would
cease operations immediately and its assets voluntarily liquidated according to
UK law. Given the decision to discontinue operations of Solutions, the Company
plans to seek out a possible merger candidate. Until such time as such a
candidate is located and a merger completed, the Company's consolidated group
will not generate revenues.

                                      F-7

<PAGE>


                           AUTO-Q INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
          For the Nine Months Ended June 30, 2004 and 2003 (Unaudited)



Note 2 -  New Accounting Pronouncements
          -----------------------------

          In December 2003, the FASB issued FASB Interpretation No. 46 (revised
December 2003), "Consolidation of Variable Interest Entities" ("FIN 46"). FIN 46
requires that a variable interest entity be consolidated by a company if that
company is subject to a majority of the risk of loss from the variable interest
entity's activities or entitled to receive a majority of the entity's residual
returns or both. The consolidation requirements apply to the first fiscal year
or interim period ending after December 15, 2004. The Company believes the
adoption of FIN 46 will not have an impact on its consolidated financial
position, results of operations or cash flows.

          In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
No. 133 on Derivative Instruments and Hedging Activities" ("SFAS 149"). This
statement amends and clarifies accounting for derivative instruments, including
certain derivative instruments embedded in other contracts, and for hedging
activities under SFAS No. 133. This statement is effective for contracts entered
into or modified after June 30, 2003, except as for provisions that relate to
SFAS No. 133 implementation issues that have been effective for fiscal quarters
that began prior to June 15, 2003, which should continue to be applied in
accordance with their respective dates. The adoption of SFAS 149 has not had an
effect on the Company's consolidated financial position or results of
operations.

          In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity"
("SFAS 150"). This statement requires that certain financial instruments that,
under previous guidance, issuers could account for as equity, be classified as
liabilities in statements of financial position. Most of the guidance in SFAS
150 is effective for financial instruments entered into or modified after May
31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003. The adoption of SFAS 150 has not had an
effect on the Company's consolidated financial position or results of
operations.

Note 3 -  Net Income (Loss) Per Common Share
          ----------------------------------

          Basic net income (loss) per share is computed by dividing net income
(loss) by the weighted average number of common shares outstanding during the
period. Diluted net income (loss) per share is computed by dividing the net
income (loss) by the weighted average number of common and common equivalent
shares outstanding during the period. The Company has no common equivalent
shares outstanding.

                                      F-8

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<CAPTION>


                           AUTO-Q INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
          For the Nine Months Ended June 30, 2004 and 2003 (Unaudited)



Note 4 -  Agreements
          ----------

          During the fourth quarter of the year ended September 30, 2003, the
Company recorded expenses related to consulting, marketing and promotion
agreements entered into by the Company, which were paid by certain stockholders
on behalf of the Company. The effect of this entry on the previously reported
three and nine months ended June 30, 2003 (unaudited) are as follows:

                                                                Three Months      Nine Months
                                                                    Ended            Ended
                                                                June 30, 2003     June 30, 2003
                                                                -------------     -------------
         <S>                                                     <C>                <C>
          Net income (loss), as previously reported              $(229,003)         $ 536,002

          Less:  Additional expense                                 84,836            162,459
                                                                 ---------          ---------

          Net income (loss), adjusted                            $(313,839)         $ 373,543
                                                                 =========          =========

          Basic and diluted net income per common
             share, as previously reported                       $    (.01)         $     .01
                                                                 =========          =========
          Basic and diluted net income per common
             share, as adjusted                                  $    (.01)         $     .01
                                                                 =========          =========


          During the nine months ended June 30, 2004, the Company recorded
$80,000 of expense related to consulting, marketing and promotion services
entered into by the Company, which were paid by certain stockholders on behalf
of the Company.

                                      F-9
</TABLE>

<PAGE>


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

The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of our results of
operations and financial condition. The discussion should be read in conjunction
with our consolidated financial statements and notes thereto.

The following discussion contains certain forward-looking statements with
respect to anticipated results, which are subject to a number of risks and
uncertainties. Among the factors that could cause actual results to differ
materially are: business conditions and growth in the Company's industry;
general economic conditions; the addition or loss of significant customers; the
loss of key personnel; product development; competition; foreign government
regulations; fluctuations in foreign currency exchange rates; rising costs of
raw materials and the unavailability of sources of supply; the timing of orders
placed by the Company's customers; and the risk factors listed from time to time
in the Company's SEC reports.

Critical Accounting Policies and Estimates
------------------------------------------

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires the appropriate
application of certain accounting policies, many of which require estimates and
assumptions about future events and their impact on amounts reported in the
financial statements and related notes. Since future events and their impact
cannot be determined with certainty, the actual results will inevitably differ
from our estimates.

Management believes the application of accounting policies, and the estimates
inherently required by the policies, are reasonable. These accounting policies
and estimates are constantly re-evaluated, and adjustments are made when facts
and circumstances dictate a change. Historically, management has found the
application of accounting policies to be appropriate, and actual results
generally do not differ materially from those determined using necessary
estimates.

Our accounting policies are more fully described in Note 2 to the consolidated
financial statements, located in the Annual Report on Form 10-KSB filed with the
Securities and Exchange Commission. Management has identified certain critical
accounting policies that are described below.

Inventory - Inventory is carried at the lower of cost or market on a first-in,
first-out basis. Management writes down inventory for estimated obsolescence or
unmarketable inventory equal to the difference between the cost of inventory and
the estimated market value based upon assumptions about future demand and market
conditions. If actual market conditions are less favorable than those projected
by management, additional inventory write-downs may be required.

                                       2

<PAGE>


Allowance for doubtful accounts - The Company maintains allowances for doubtful
accounts for estimated losses resulting from the inability of its customers to
make required payments. If the financial condition of our customers were to
deteriorate, resulting in an impairment of their ability to make payments,
additional allowances may be required.

Long-lived assets - In the evaluation of the fair value and future benefits of
long-lived assets, management performs an analysis of the anticipated
undiscounted future net cash flows of the related long-lived assets. If the
carrying value of the related asset exceeds the undiscounted cash flows, the
carrying value is reduced to its fair value. Various factors including future
sales growth and profit margins are included in this analysis. To the extent
these future projections or our strategies change, the conclusion regarding
impairment may differ from the current estimates.

Deferred tax valuation allowance - In assessing the need for a deferred tax
valuation allowance, we consider future taxable income and ongoing prudent and
feasible tax planning strategies.

Liquidation of Auto-Q Solutions Limited
---------------------------------------

On July 30, 2004, the Company's board of directors determined that, in view of
the Company's poor cash position and there being no immediate prospect of
raising adequate financing to sustain operations, that the Company's wholly
owned UK subsidiary, Auto-Q Solutions Limited, would cease operations
immediately and its assets voluntarily liquidated according to UK law. The
creditors of this subsidiary are owed approximately $1,750,000. The board
appointed liquidators on August 6, 2004 and scheduled a meeting of the creditors
for August 24, 2004. Based on estimates provided by the liquidators, Solutions
has written down its assets to their net realizable value. Accordingly,
impairment charges for write downs of inventory of approximately $149,000 and
property, equipment and intangible assets of approximately $122,000 were
recorded as of June 30, 2004 in the accompanying consolidated statements of
operations and comprehensive loss.

Search for Merger Candidate
---------------------------

Given the decision to discontinue operations of Auto-Q Solutions, Ltd., the
Company has elected to seek out a possible merger candidate. Until such time as
such a candidate is located and a merger completed, the Company's consolidated
group will not generate any revenues.

Results of Operations - Nine months ended June 30, 2004 and 2003
----------------------------------------------------------------

Revenue
-------

Revenues are generated from the sale, installation, maintenance and monitoring
of our vehicle tracking and data acquisition systems.

Total revenues for the nine months ended June 30, 2004 and 2003 were $461,375
and $710,023 respectively, representing a decrease of $248,648 or 35.0% for the
nine months ended June 30, 2004 from the nine months ended June 30, 2003. This
resulted from a decrease in sales of equipment revenue of $278,182 or 40.9% to

                                       3

<PAGE>
<TABLE>
<CAPTION>


$402,104 from $680,286 for the nine months ended June 30, 2004 and 2003,
respectively. Service and maintenance revenues for the nine months ended June
30, 2004 and 2003 were $59,271 and $29,737, respectively.

The decrease in revenue was primarily due to the continuing delay in the rollout
of our revised product range, which has been caused by the need to complete the
product design and testing program combined with delays caused by a shortage of
working capital and a slower than anticipated ordering cycle particularly with
local government agencies.

Cost of Goods Sold
------------------

Cost of goods sold consists primarily of the cost of components for our vehicle
tracking and fuel management systems, together with the direct costs of wages
for production, servicing and installation personnel.

Cost of goods sold for the nine months ended June 30, 2004 was $461,107 or 99.9%
of revenue as compared to $559,267 or 78.8% of revenue, for the nine months
ended June 30, 2003. The high level of cost of goods sold as a percentage of
revenue for the nine months ended June 30, 2004 was due to a write down of
inventory of $149,000 due to the subsequent liquidation of Solutions and at June
30, 2003 was due to a markdown in inventory of $80,000 due to the liquidation of
Auto-Q UK in March 2003.

The Company carefully monitors the cost of goods sold and has a target gross
profit margin of 50% for sales of equipment. As shown in the table below, the
gross profit margin earned on equipment sales, before direct costs and the write
down of inventory, was 42.8% in the nine months ended June 30, 2004 compared to
41.2% for the nine months ended June 30, 2003.

                                                Nine Months Ended June 30, 2004
                             ----------------------------------------------------------------------
                                                                             Write-
                              Sales of        Service          Direct        Down of
                              Equipment       Income           Costs        Inventory     Total
                             -----------    -----------     -----------    ----------- ------------
<S>                          <C>            <C>             <C>            <C>          <C>
Revenues                     $   402,104    $    59,271     $    -         $  -         $   461,375

Cost of Goods Sold              (230,175)        -              (81,860)      (149,072)    (461,107)
                             -----------    -----------     -----------    -----------  -----------

Gross profit                 $   171,929    $    59,271     $   (81,860)   $  (149,072) $       268
                             ===========    ===========     ===========    ============ ===========

Gross profit %                    42.8%                                                        .01%



                                                Nine Months Ended June 30, 2003
                             ----------------------------------------------------------------------
                                                                             Write-
                              Sales of        Service         Direct         Down of
                              Equipment       Income           Costs        Inventory      Total
                             -----------    -----------     -----------    -----------  -----------

Revenues                     $   680,286    $    29,737     $    -         $    -       $   710,023

Cost of Goods Sold              (400,058)        -              (79,209)       (80,000)    (559,267)
                             -----------    -----------     -----------    -----------  -----------

Gross profit                 $   280,228    $    29,737     $   (79,209)   $   (80,000) $   150,756
                             ===========    ===========     ===========    ===========  ===========

Gross profit %                    41.2%                                                      21.2%

                                                 4
</TABLE>

<PAGE>


Selling, General & Administrative Expenses
------------------------------------------

Selling, general and administrative expenses for the nine months ended June 30,
2004 and 2003 were $1,041,447 or 225.7% of revenue and $1,036,733 or 146.0% of
revenue, respectively, an increase of $4,714.

     o    The UK operating company accounted for $902,827 of selling, general
          and administrative expenses in the nine months ended June 30, 2004.
          The largest items of expenditure were payroll costs, which totaled
          $579,000 (125.5% of revenues), legal costs of $68,000, most of which
          were incurred to obtain advice following the resignation of two sales
          employees, and consulting costs of $51,000 incurred for the provision
          of sales advice and the management of product development and customer
          trials.

     o    The US holding company accounted for $138,620 of selling, general and
          administrative expenses in the nine months ended June 30, 2004. The
          largest item of expenditure was accounting fees of $90,128 with the
          balance comprising legal fees, the cost of the Annual General Meeting
          in December 2003 and other costs relating to maintaining a public
          listing for our common stock.

Loss on Impairment of Property, Equipment and Intangible Assets
---------------------------------------------------------------

Due to the liquidation of Solutions and Auto-Q UK, the Company recorded an
impairment charge of approximately $122,000 and $198,000 for the nine months
ended June 30, 2004 and 2003, respectively, due to the write down of property,
equipment and intangible assets to their net realizable value based upon
estimates provided by the liquidator.

Non-cash Professional Fees and Services
---------------------------------------

During the nine months ended June 30, 2004 $240,000 of consulting, marketing and
promotion fees were incurred of which $80,000 was paid by certain stockholders
on behalf of the Company and $160,000 was paid for by way of issuing shares of
common stock of equivalent value. In addition the Company incurred the cost of
consulting services performed on its behalf which were paid for by way of
issuing shares of common stock valued at $480,000, the Company paid certain
legal fees of approximately $67,000 through the issuance of shares of common
stock and the Company settled various claims by issuing shares of common stock
valued at $25,000.

During the nine months ended June 30, 2003 $278,000 of consulting, marketing and
promotion fees were incurred of which $40,000 was paid by certain stockholders
on behalf of the Company and $238,000 was paid for by way of issuing shares of
common stock of equivalent value.

Income Taxes
------------

As a result of the loss made during the nine months ended June 30, 2004 no
provision was made for income taxes for the period. The provision for income
taxes during the nine months ended June 30, 2003 was due to the Company
providing for a valuation allowance at June 30, 2003 against deferred tax assets
recorded in 2002.

                                       5

<PAGE>


Net Loss
--------

The net loss for the nine months ended June 30, 2004 was $2,010,248, or $.04 per
share, which compares with net income of $373,543, or $.01 per share in the nine
months ended June 30, 2003. Net income for the nine months ended June 30, 2003
included a loss on impairment of intangible assets of $198,166, a loss on
disposal of fixed assets of $12,585 and a gain on forgiveness of debt of
$1,814,094. These items arose as a result of a reorganization which took place
in the three months ended March 31, 2003. Before the above mentioned
reorganization costs the Company would have had a net loss for the nine months
ended June 30, 2003 of $1,229,800.

Results of Operations - Three months ended June 30, 2004 and 2003
-----------------------------------------------------------------

Revenue
-------

Total revenues for the three months ended June 30, 2004 and June 30, 2003 were
$100,188 and $301,901 respectively, representing a decrease of $201,713 or 66.8%
for the three months ended June 30, 2004 from the three months ended June 30,
2003. Equipment revenue fell by $209,043 or 72.9% to $77,768 from $286,811 for
the three months ended June 30, 2004 and 2003, respectively. Service and
maintenance revenues for the three months ended June 30, 2004 and 2003 were
$22,420 and $15,090, respectively.

Two material sales were made in the three months ending June 30, 2004, one was
for approximately $63,000 and the other was for approximately $17,000. Both
sales were made to existing customers. The first was for a bespoke version of
our fuel monitoring systems for large trucks. The second was for our eGuard unit
and is part of an ongoing rollout.

Cost of Goods Sold
------------------

Cost of goods sold consists primarily of the cost of components for our vehicle
tracking and fuel management systems, together with the direct costs of wages
for system production, servicing and installation.

Cost of goods sold for the three months ended June 30, 2004 was $240,863 or
240.4% of revenue as compared to $171,996 or 57.0% of revenue, for the three
months ended June 30, 2003. The high level of cost of goods sold as a percentage
of revenue for the three months ended June 30, 2004 was due to a write down of
inventory of $149,000 due to the subsequent liquidation of Solutions and because
some direct costs, which remain fixed in the short term, were not absorbed
because equipment sales were low.

As shown in the table below, the gross profit margin earned on equipment sales,
before direct costs was 22.1% in the three months ended June 30, 2004 compared
to 52.4% for the three months ended June 30, 2003. The low level of gross profit
margin was due to a credit issued in the three months ended June 30, 2004 in
respect of a sale for approximately $15,000 made in the preceding quarter. When
this is taken into account the gross profit margin earned on equipment sales in
the three months ended June 30, 2004 would have been 35.0%

                                       6

<PAGE>
<TABLE>
<CAPTION>


                                                        Three Months Ended June 30, 2004
                                             ------------------------------------------------------
                                                                             Write-
                              Sales of        Service          Direct        Down of
                              Equipment       Income           Costs        Inventory      Total
                             -----------    -----------     -----------    -----------  -----------
<S>                          <C>            <C>             <C>            <C>          <C>
Revenues                     $    77,768    $    22,420     $    -         $    -       $   100,188

Cost of Goods Sold               (60,578)        -              (31,213)      (149,072)    (240,863)
                             -----------    -----------     -----------    -----------  -----------

Gross profit                 $    17,190    $    22,420     $   (31,213)   $  (149,072) $  (140,675)
                             ===========    ===========     ===========    ============ ============
Gross profit %                   22.1%                                                     (140.4)%


                                                        Three Months Ended June 30, 2003
                                            ---------------------------------------------------------
                                             Sales of          Service        Direct
                                             Equipment         Income         Costs          Total
                                            -----------     -----------    -----------    -----------
Revenues                                    $   286,811     $    15,090    $       -      $   301,901

Cost of Goods Sold                             (136,656)            -          (35,340)     (171,996)
                                            -----------     -----------    -----------    ----------

Gross profit                                $   150,155     $    15,090    $   (35,340)   $  (129,905)
                                            ===========     ===========    ===========    ===========
Gross profit %                              52.4%                                            43.0%




Selling, General & Administrative Expenses
------------------------------------------

Selling, general and administrative expenses for the three months ended June 30,
2004 and June 30, 2003 were $316,881 or 316.3% of revenue and $294,796 or 97.6%
of revenue, respectively, an increase of $22,085.

     o    The UK operating company accounted for $285,740 of selling, general
          and administrative expenses in the three months ended June 30, 2004.
          The largest items of expenditure were payroll costs, which totaled
          $211,000 (108.9% of revenues) followed by travel costs of $24,000,
          incurred by the enlarged sales and operational field forces.

     o    The US holding company accounted for $31,141 of selling, general and
          administrative expenses in the three months ended June 30, 2004. The
          largest item of expenditure was accounting fees of $30,240.

Loss on Impairment of Property, Equipment and Intangible Assets
---------------------------------------------------------------

Due to the subsequent liquidation of Solutions, the Company recorded an
impairment charge of approximately $122,000 to write down the property,
equipment and intangible assets to their net realizable value based upon
estimates provided by the liquidator.

                                       7
</TABLE>

<PAGE>


Non-cash Professional Fees and Services
---------------------------------------

During the three months ended June 30, 2004 $42,000 of legal fees were incurred
which were paid by way of issuing shares of common stock with equivalent value
and the Company settled various claims by issuing shares of common stock valued
at $25,000.

During the three months ended June 30, 2003 $85,000 of consulting, marketing and
promotion fees were incurred of which $40,000 was paid by certain stockholders
on behalf of the Company and $45,000 was paid for by way of issuing shares of
common stock of equivalent value.

Income Taxes
------------

As a result of the loss made during the three months ended June 30, 2004 and
2003 no provision was made for income taxes for either period.

Net Loss
--------

The net loss for the three months ended June 30, 2004 was $667,319, or $.01 per
share, which compares with a net loss of $313,839, or $.01 per share in the
three months ended June 30, 2003. The net loss for the three months ended June
30, 2003 included a reversal on forgiveness of debt of $60,939. This item arose
as a result of a reorganization which took place in the three months ended March
31, 2003. Restated before the reversal on forgiveness of debt the Company would
have had a net loss for the three months ended June 30, 2003 of $252,900.


Liquidity and Capital Resources
-------------------------------

Net cash used in operations for the nine months ended June 30, 2004 and 2003 was
$590,010 and $778,550, respectively.


     o    During the nine months ended June 30, 2004 the Company had a net loss
          of $2,010,248. The reasons for this are stated above. In addition,
          during the nine-month period, accounts receivable decreased by $50,163
          as a result of the low volume of sales during the nine months ended
          June 2004 and inventory decreased by $70,436. These were offset by
          increases in accounts payable of $49,811 and in accrued expenses and
          other current liabilities of $166,983. Deferred revenue decreased by
          $33,054. Deferred revenue arises where we charge customers annually in
          advance for maintenance and monitoring and recognize income over the
          period of the contract. The volume of these services was significantly
          lower in the nine months ended June 30, 2004 following the decision to
          discontinue our cheapest and low margin consumer vehicle-monitoring
          product.

          These items were offset by common stock issued for services of
          $732,331. These were primarily comprised of $160,000 of consulting,
          marketing and promotion agreements entered into by the Company which
          were paid by certain stockholders and a payment in shares valued at
          $547,000 for legal fees.

                                       8

<PAGE>


     o    During the nine months ended June 30, 2003 the Company had net income
          of $373,543, it issued $237,939 of stock for services, incurred a loss
          on impairment of intangible assets of $198,166, a decrease in
          inventory of $58,445 and had an increase in accrued expense and other
          current liabilities of $139,327 offset by a gain on debt forgiveness
          of $1,814,094.

Net cash used in investing activities for the nine months ended June 30, 2004
was $4,512, for the purchase of property and equipment, compared to $10,093 for
the nine months ended June 30, 2003 when funds were used to purchase property
and equipment and intangible assets.

Net cash provided by financing activities for the nine months ended June 30,
2004 was $599,859 as compared to $816,599 for the nine months ended June 30,
2003.

     o    Net cash provided by financing activities for the nine months ended
          June 30, 2004 comprised $540,302 of advances from affiliates, which
          are due on demand and $100,000 for the issuance of common stock. The
          Company has entered into a financing agreement with its bank to
          provide financing for 75% of eligible accounts receivable (see below).
          As a result of the decrease in accounts receivable, see above, Notes
          payable - bank decreased by $20,562.

     o    Net cash provided by financing activities for the nine months ended
          June 30, 2003 primarily consisted of advances from affiliates,
          stockholders and directors of $199,842, proceeds from deposits for
          shares of common stock to be issued and the issuance of common stock
          of $380,883 and $226,094, respectively, and capital contributions of
          $74,156 offset by repayments of notes payable - other of $49,509.

In April 2003, Auto-Q Solutions Limited signed a financing agreement with its
bank for a maximum (pound)250,000 line of credit (approximately $452,000 at June
30, 2004). The borrowings are based on a percentage of eligible accounts
receivable. Under the terms of the agreement, Auto-Q Solutions Limited pays
interest at 2.5% above the base rate (7.0% at June 30, 2004). Borrowings under
the line of credit are secured by a charge on all of the assets of Auto-Q
Solutions Limited.

At June 30, 2004, Auto-Q Solutions Limited still owes (pound)109,000
(approximately $197,000) to the liquidator of Auto-Q International Limited.
Auto-Q Solutions Limited pays interest at 4.0% above the base rate (8.5% at June
30, 2004) on the balance due. The liquidator also retains title in the assets
transferred from Auto-Q International Limited until all payments are made.

At June 30, 2004 the Company has $1,269 of cash, working capital and
stockholders' deficiencies each of $1,939,425 and for the nine months ended June
30, 2004 the Company had a net loss of $2,010,248. On July 30, 2004, the
Company's board of directors determined that, in view of the Company's poor cash
position and no immediate prospect of raising adequate financing to sustain
operations, that the Company's wholly owned UK subsidiary, Solutions, would
cease operations immediately and its assets voluntarily liquidated according to
UK law. Given the decision to discontinue operations of Solutions, the Company
plans to seek out a possible merger candidate. Until such time as such a
candidate is located and a merger completed, the Company's consolidated group
will not generate revenues.

                                       9

<PAGE>


Item 3.  Controls and Procedures

     As of the end of the period covered by this report, the Company carried out
an evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and the Company's
Principal Accounting Officer, of the effectiveness of the design and operation
of the Company's disclosure controls and procedures (as defined in Rules 13a-15
(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended).
Based on this evaluation, the Company's Chief Executive Officer and Principal
Accounting Officer concluded that the Company's disclosure controls and
procedures were effective, except as discussed in the next paragraph below, in
timely alerting them to material information relating to the Company required to
be included in the Company's periodic filings with the Securities and Exchange
Commission. It should be noted that in designing and evaluating the disclosure
controls and procedures, management recognized that any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance
of achieving the desired control objectives, and management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures. The Company has designed its disclosure
controls and procedures to reach a level of reasonable assurance of achieving
desired control objectives and, based on the evaluation described above, the
Company's Chief Executive Officer and Principal Accounting Officer concluded
that the Company's disclosure controls and procedures were effective at reaching
that level of reasonable assurance, except as discussed in the next paragraph
below.

     The Company has identified a deficiency within its internal control
framework. It relates to segregation of duties deficiencies within its internal
control structure. The Company has limited personnel resources within certain
areas, and as a result, there are instances where certain duties could be split
to strengthen the overall internal control framework.

     There was no change in the Company's internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities and
Exchange Act of 1934, as amended) during the Company's most recently completed
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.


                                     PART II
                                OTHER INFORMATION



Item 1.  Legal Proceedings

None.

Item 2.  Changes in securities

None.

Item 3.  Defaults on Senior Securities

None.

Item 4.  Submission of Matters to Vote of Security Holders

None.

Item 5.  Other Information

None.

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

(a)      Exhibits and Index of Exhibits

         31.1 and 31.2

                  Rule 13a-14(a)/15d-14(a) Certifications pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002.

         32.1 and 32.2

                  Section 1350 Certification pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K.

     No reports were filed on Form 8-K for the three months ended June 30, 2004.

                                       10



                                    SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


Dated:     August 16, 2004                  AUTO-Q INTERNATIONAL, INC.




                                            By:  /s/  Tom Lam
                                               -------------------------------
                                                      Tom Lam, President and
                                                      Chief Executive Officer

                                       11