FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549


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

                For the Quarterly Period Ended April 30, 2004


                           Commission File Number: 0-10315


                            BAYMARK TECHNOLOGIES, INC
        (Exact name of small business issuer as specified in its charter)

                 Utah                                          95-4091368
        (State or other jurisdiction of                      (I.R.S. Employer
        incorporation or organization)                       Identification No.)

7609 Ralston Road, Arvada, Colorado                         80002
--------------------------------                            --------
(Address of principal executive offices)                   (Zip Code)

Issuer's telephone number, including area code: (303)-422-8127

Indicate by check mark whether the issuer (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 issuer was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days. Yes [ ] No [X]

The  number of shares outstanding of  the issuer's common stock, par value $.001
per share, at April 30, 2004, was 6,796,004 shares.

<PAGE>
                           BAYMARK TECHNOLOGIES, INC.
                         (FORMERLY E-COMMERCE WEST CORP)

                              FINANCIAL STATEMENTS

                       FOR THE NINE-MONTHS APRIL 30, 2004
                                   (UNAUDITED)





<PAGE>




                           MICHAEL JOHNSON & CO., LLC
                          Certified Public Accountants
                        9175 East Kenyon Ave., Suite 100
                             Denver, Colorado 80237

Michael B. Johnson C.P.A.                             Telephone:  (303) 796-0099
Member:  A.I.C.P.A.                                         Fax:  (303) 796-0137
Colorado Society of C.P.A.s







          REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS




Board of Directors
Baymark Technologies, Inc.
San Diego, CA


We have reviewed the accompanying consolidated balance sheet of Baymark
Technologies, Inc., and its subsidiaries as of April 30, 2004, and the three and
nine-months consolidated statements of operations for April 30, 2004, and cash
flows for the nine-months ended April 30, 2004, included in the accompanying
Securities and Exchange Commission Form 10-QSB for the period ended April 30,
2004. These consolidated financial statements are the responsibility of the
Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of America and
standards of the PCAOB, the objective of which is the expression of an opinion
regarding the consolidated financial statements taken as a whole. Accordingly,
we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As described in Note 2 to the
financial statements, conditions exist which raise substantial doubt about the
Company's ability to continue as a going concern unless it is able to generate
sufficient cash flows to meet its obligations and sustain its operation. The
Company lost $8,279,302 from operations through April 30, 2004. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet as of
July 31, 2003 and the related consolidated statements of income, stockholders'
equity and cash flows for the year then ended (not presented herein). In report
dated August 20, 2004, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying consolidated balance sheet as of April 30, 2004 is fairly stated in
all material respects in relation to the consolidated balance sheet from which
it has been derived.


Michael Johnson & Co., LLC
 September 14, 2004
/s/Michael Johnson & Co., LLC
<PAGE>
<TABLE>
<CAPTION>


                              BAYMARK TECHNOLOGIES
                           Consolidated Balance Sheet
                                    July 31
<S>                                                                                        <C>                <C>

                                                                                              April 30,          July 31,
                                                                                                2004               2003
                                                                                           ----------------   ---------------

ASSETS;
Current Assets:
    Cash                                                                                               $ -               $ -
                                                                                           ----------------   ---------------

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

Fixed Assets:
     Property & Equipment                                                                          33,950            33,950
     Less Accumulated Depreciation                                                               (33,950)          (33,950)
                                                                                           ----------------   ---------------

          Total Fixed Assets                                                                               -                  -
                                                                                           ----------------   ---------------

Other Assets:
     Prepaid Expenses                                                                                  178               178
                                                                                           ----------------   ---------------

        Total Other Assets                                                                             178               178
                                                                                           ----------------   ---------------

TOTAL ASSETS                                                                                    $ 178              $ 178
                                                                                           ================   ===============


LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
    Accounts Payable                                                                             $ 148,944          $148,944
    Accruals                                                                                       141,573           141,573
    Note Payable - Related Party                                                                   168,648           168,648
    Discontinued Operations Liability                                                                  148               148
                                                                                           ----------------   ---------------

        Total Current Liabilties                                                                   459,313           459,313
                                                                                           ----------------   ---------------

 Stockholders Equity:
    Preferred Stock, $.001 par value, 100,000,000 shares authorized                                  1,000             1,000
       Series A Convertible preferred stock 1,000,000 shares
       issued and outstanding 2002 and 2001
       Series B Convertible preferred stock 100,000 shares                                             100               100
       issued and outstanding 2002 and 2001
    Common stock, $.001 par value, 150,000,000 shares authorized                                    6,796              6,796
        6,796,004 shares issued and outstanding in 2003 and
        6,596,004 issued and outstanding in 2002.
    Additional Paid-In Capital                                                                 7,812,271         7,812,271
    Accumulated deficit                                                                       (8,279,302)       (8,279,302)
                                                                                           ----------------   ---------------
        Total Stockholders' Equity                                                              (459,135)         (459,135)
                                                                                           ----------------   ---------------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                                                        $ 178              $ 178
                                                                                           ================   ===============
</TABLE>
The accompanying notes are an integra part of these financial statements
<PAGE>
<TABLE>
<CAPTION>


                              BAYMARK TECHNOLOGIES
                      Consolidated Statement of Operations


                                                             Three-Months Ended                   Nine-Months Ended
                                                                April 30,                            April 30,
                                                           2004              2003               2004              2003
                                                           ----              ----               ----              ----
<S>                                                       <C>               <C>                <C>               <C>

Revenue:
    Sales                                                   $ -               $ -                $ -               $ -
                                                          ---------         ---------          ----------        --------
Total Income                                                  -                 -                  -                 -
                                                          ---------         ---------          ----------        --------
Operating Expenses:
     Administrative Expenses                                  -                 -                  -                 -
                                                          ---------         ---------          ----------        ---------
Total Expenses                                                -                 -                  -                 -
                                                          ---------         ---------          ----------        ---------
Net Loss From Operations                                      -                 -                  -                 -
                                                          ---------         ---------          ----------        ---------
Net Gain/Loss                                               $ -               $ -                $ -               $ -
                                                          =========         =========          ==========        =========
Per Share Information:

     Weighted average number
     of common shares outstanding                         6,796,004         6,596,004          6,796,004         6,596,004
                                                          ---------         ---------          ----------        ---------
Net Loss per common share                                   (*)               (*)                (*)               (*)
                                                          =========         =========          ==========        =========
* Less than $.01
</TABLE>

See Accountants Review Report

<PAGE>
<TABLE>
<CAPTION>


                              BAYMARK TECHNOLOGIES
                   Consolidated Stockholders' Equity (Deficit)
                        For Period Ended April 30, 2004



                                           PREFERRED STOCK                                COMMON STOCKS        Additional
                                   SERIES A                  SERIES B                                           Paid-In
                                   --------                  --------
                                 # of Shares     Amount     # of Shares    Amount     # of Shares    Amount     Capital
                                 -----------     ------     -----------    ------     -----------    ------     --------
<S>                               <C>            <C>          <C>           <C>        <C>          <C>        <C>

Balance - July 31, 1998           1,000,000     $ 1,000       100,000       $ 100      1,440,350    $ 1,440    $ 5,864,959

Issuance of stock for cash                -           -             -           -        116,667        117         92,383
Issuance of stock for services            -           -             -           -         80,053         80        184,008
Issuance of stock for services            -           -             -           -        438,889        439        336,166
Cancellation of stock                     -           -             -           -           (512)        (1)           (50)
Net Loss for Year                                                                              -          -              -
                                  ---------      ------       -------       -----      ---------    -------    -----------
Balance - July 31, 1999           1,000,000       1,000       100,000         100      2,075,447      2,075      6,477,466
                                  ---------      ------       -------       -----      ---------    -------    -----------
Issuance of stock for cash                -           -             -           -         31,133         31        136,469
Issuance of stock for services            -           -             -           -         68,467         69        152,889
Issuance of stock for services            -           -             -           -        757,353        757        241,071
Issuance of stock for acquisition         -           -             -           -         83,333         83        249,917
Issuance of stock for cash                -           -             -           -         16,667         17         49,983
Stock Option issuance                     -           -             -           -              -          -         36,000
Net Loss for Year                         -           -             -           -              -          -              -
                                  ---------      ------       -------       -----      ---------    -------    -----------
Balance -  July 31, 2000          1,000,000       1,000       100,000         100      3,032,400      3,032      7,343,795
                                  ---------      ------       -------       -----      ---------    -------    -----------
Issuance of stock for services            -           -             -           -      1,363,167      1,363         48,544
Net Loss for Year                         -           -             -           -              -          -              -
                                  ---------      ------       -------       -----      ---------    -------    -----------
Balance - July 31, 2001           1,000,000       1,000       100,000         100      4,395,567      4,395      7,392,339
                                  ---------      ------       -------       -----      ---------    -------    -----------
Issuance of stock for services            -           -             -           -        731,151        731        215,852
Issuance of stock for cash                -           -             -           -        100,000        100          9,900
Issuance of stock for services            -           -             -           -         70,000         70          6,930
Issuance of stock for services            -           -             -           -        100,000        100          9,900
Issuance of stock for services            -           -             -           -      1,085,000      1,085        161,665
Issuance of stock for services            -           -             -           -        100,000        100          9,900
Issuance of stock for services            -           -             -           -         14,286         15            985
Net Loss for Year                         -           -             -           -              -          -              -
                                  ---------      ------       -------       -----      ---------    -------    -----------
Balance - July 31, 2002           1,000,000       1,000       100,000         100      6,596,004      6,596      7,807,471
                                  ---------      ------       -------       -----      ---------    -------    -----------
Issuance of stock for services            -           -             -           -        200,000        200          4,800
Net Loss for Year                         -           -             -           -              -          -              -
                                  ---------      ------       -------       -----      ---------    -------    -----------
Balance - July 31, 2003           1,000,000       1,000       100,000         100      6,796,004      6,796      7,812,271
                                  ---------      ------       -------       -----      ---------    -------    -----------
Net Loss for Period                       -           -             -           -              -          -              -
                                  ---------      ------       -------       -----      ---------    -------    -----------
Balance - April 30, 2004          1,000,000      $1,000       100,000       $ 100      6,796,004    $ 6,796    $ 7,812,271
                                  ---------      ------       -------       -----      ---------    -------    -----------
</TABLE>

<PAGE>


                              BAYMARK TECHNOLOGIES
                   Consolidated Stockholders' Equity (Deficit)
                        For Period Ended April 30, 2004 (Continued)


                                                                      Total
                                                    Accumulated    Stockholders'
                                                      Deficit         Equity
                                                      -------         ------

Balance - July 31, 1998                             $ (6,091,217)    $ (223,718)

Issuance of stock for cash                                     -         92,500
Issuance of stock for services                                 -        184,088
Issuance of stock for services                                 -        336,605
Cancellation of stock                                          -            (51)
Net Loss for Year                                       (594,159)      (594,159)
                                                     ------------      ---------
Balance - July 31, 1999                               (6,685,376)      (204,735)
                                                     ------------      ---------
Issuance of stock for cash                                     -        136,500
Issuance of stock for services                                 -        152,958
Issuance of stock for services                                 -        241,828
Issuance of stock for acquisition                              -        250,000
Issuance of stock for cash                                     -         50,000
Stock Option isuance                                           -         36,000
Net Loss for Year                                       (698,384)      (698,384)
                                                     ------------      ---------
Balance - July 31, 2000                               (7,383,760)       (35,833)
                                                     ------------      ---------
Issuance of stock for services                                 -         49,907
Net Loss for year                                       (506,088)      (506,088)
                                                     ------------      ---------
Balance - July, 2001                                  (7,889,848)      (492,014)
                                                     ------------      ---------
Issuance of stock for services                                 -        216,583
Issuance of stock for cash                                     -         10,000
Issuance of stock for services                                 -          7,000
Issuance of stock for services                                 -         10,000
Issuance of stock for services                                 -        162,750
Issuance of stock for services                                 -         10,000
Issuance of stock for services                                 -          1,000
Net Loss for Year                                       (318,935)      (318,935)
                                                     ------------     ----------
Balance - July 31, 2002                               (8,208,783)      (393,616)
                                                     ------------     ----------
Issuance of stock for services                                 -          5,000

Net Loss for Year                                        (70,519)       (70,519)
                                                     ------------     ----------
Balance - July 31, 2003                               (8,279,302)      (459,135)
                                                     ------------     ----------
Net Loss for Period                                            -             -
                                                     ------------     ----------
Balance - April 30, 2004                            $ (8,279,302)    $ (459,135)
                                                     ============     ==========

See Accountant's Review Report

<PAGE>
<TABLE>
<CAPTION>




                              BAYMARK TECHNOLOGIES
                      Consolidated Statement of Cash Flow

                                Indirect Method

                                                                                                              Nine-Months Ended
                                                                                                                  April 30,
                                                                                                            2004               2003
                                                                                                            ----               ----
<S>                                                                                                              <C>      <C>

Cash Flows from Operating Activities:

     Net (Loss)                                                                                                  $ -      $ (70,519)
     Issuance of stock for services                                                                                -          5,000
     Depreciation                                                                                                  -          5,540
     Adjustments to reconcile net loss to cash used
        by operating activities
     Decrease in prepaid expenses                                                                                  -              -
     Increase in Discontinued Operations                                                                           -           (103)
     (Decrease) Increase in accounts payable and accrued expenses                                                  -         61,430
                                                                                                                 -----      --------
Net Cash Used by Operating Activities                                                                              -          1,348
                                                                                                                 -----      --------
Cash flows from Investing Activities:
     Sale of Property                                                                                              -              -
                                                                                                                 -----      --------
Net Cash used for Investing Activities                                                                             -              -
                                                                                                                 -----      --------
Cash Flows from Financing Activities:

     Proceeds from stock issuance                                                                                  -              -
     Payments to Loans from officers                                                                               -         (1,352)
                                                                                                                 -----      --------
Net Cash Provided by Financing Activities                                                                          -         (1,352)
                                                                                                                 -----      --------
Net Increase in Cash & Cash Equivalents                                                                            -             (4)

Beginning Cash & Cash Equivalents                                                                                  -              4
                                                                                                                 -----      --------
Ending Cash & Cash Equivalents                                                                                   $ -            $ -
                                                                                                                 =====      ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
     Cash paid for Interest                                                                                      $ -        $ 2,422
                                                                                                                 =====      ========
     Cash paid for Income Taxes                                                                                  $ -            $ -
                                                                                                                 =====      ========
NON-CASH TRANSACTIONS
     Common stock issued for services                                                                            $ -        $ 5,000
                                                                                                                 =====      ========
</TABLE>
See Accountants Review Report

<PAGE>

                           BAYMARK TECHNOLOGIES, INC.
                          Notes to Financial Statements
                                 April 30, 2004
                                   (Unaudited)





Note 1 - Presentation of Interim Information:

In the opinion of the management of Baymark Technologies, Inc., the accompanying
unaudited financial statements include all normal adjustments considered
necessary to present fairly the financial position as of April 30, 2004 and the
results of operations for the three and nine-months ended April 30, 2004 and
2003, and cash flows for the nine-months ended April 30, 2004. Interim results
are not necessarily indicative of results for a full year.

The financial statements and notes are presented as permitted by Form 10-QSB,
and do not contain certain information included in the Company's audited
financial statements and notes for the fiscal year ended July 31, 2003.

Note 2 - Going Concern:

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business.

The Company has not earned any revenue from operations. The Company's ability to
continue as a going concern is dependent upon its ability to develop additional
sources of capital or locate a merger candidate and ultimately, achieve
profitable operations. The accompanying financial statements do not include any
adjustments that might result from the outcome of the uncertainties. Management
is seeking new capital to revitalize the Company.

<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Cautionary and Forward Looking Statements


     In addition to  statements of historical  fact,  this Form 10-QSB  contains
forward-looking  statements.  The  presentation  of future  aspects  of  Baymark
Technologies,  Inc.,  ("Baymark  Technologies,  Inc." the "Company" or "issuer")
found in these statements is subject to a number of risks and uncertainties that
could cause actual  results to differ  materially  from those  reflected in such
statements.  Readers  are  cautioned  not  to  place  undue  reliance  on  these
forward-looking  statements,  which reflect management's analysis only as of the
date hereof.  Without  limiting the generality of the  foregoing,  words such as
"may," "will," "expect,"  "believe,"  "anticipate,"  "intend," or "could" or the
negative  variations thereof or comparable  terminology are intended to identify
forward-looking statements.

     These forward-looking statements are subject to numerous assumptions, risks
and uncertainties that may cause Baymark Technologies, Inc. actual results
to be  materially  different  from any future  results  expressed  or implied by
Baymark Technologies, Inc. in those statements. Important facts that could
prevent  Baymark Technologies,  Inc.  from  achieving  any stated  goals
include, but are not limited to, the following:

         Some of these risks might include, but are not limited to, the
following:

                  (a)      volatility or decline of the Company's stock price;

                  (b)      potential fluctuation in quarterly results;

                  (c)      failure of the Company to earn revenues or profits;

                  (d)      inadequate capital to continue or expand its busi-
                           ness, inability to raise additional capital or financ
                           -ing to implement its business plans;

                  (e)      failure to achieve any business.

                  (f)      rapid and significant changes in markets;

                  (g)      litigation with or legal claims and allegations by
                           outside parties;

                  (h)      insufficient revenues to cover operating costs.




<PAGE>

         There is no assurance that the Company will be profitable, the Company
may not be able to successfully develop, manage or market its products and
services, the Company may not be able to attract or retain qualified executives
and technology personnel, the Company's products and services may become
obsolete, government regulation may hinder the Company's business, additional
dilution in outstanding stock ownership may be incurred due to the issuance of
more shares, warrants and stock options, or the exercise of warrants and stock
options, and other risks inherent in the Company's businesses.

The Company  undertakes no obligation to publicly  revise these  forward-looking
statements to reflect events or circumstances  that arise after the date hereof.
Readers should  carefully  review the factors  described in other  documents the
Company  files from time to time with the  Securities  and Exchange  Commission,
including the Quarterly  Reports on Form 10-QSB and Annual Report on Form 10-KSB
filed by the Company for fiscal year ended July 31, 2003 and any Current Reports
on Form 8-K filed by the Company.

Results of Operations for the Quarter Ended April 30, 2004 Compared to the
Same Period in 2003.

During the quarters ended April 30, 2004, and 2003, no revenues were  generated.
The Company had no other operating income during the quarter.

The company  had no  operating  expenses  in the  quarter in 2004 and 2003.  The
company  incurred no  administrative  expenses in 2004 and 2003, in the quarter.
The  net/profit  or loss was none in the  quarter  in 2004 or in the  quarter in
2003. The profit/loss per share was none in the quarter in 2004 and 2003.


<PAGE>


Results of Operations for the Nine Months Ended April 30, 2004 Compared to
Same Period in 2003.

The company had no revenues in the period ended April 30, 2004 or  in
the same period in 2003. The Company was dormant.

The  company  had no  operating  expense in the nine month  period in 2004 or in
2003.  There were no  administrative  expense  incurred in the nine month period
ended April 30, 2004 and 2003.  The net  profit/loss  for the period was none in
2004 or 2003. The profit per share was none in the period in 2004 and 2003.

Changes in Financial Condition

Year to date the Company  has no cash  position at quarter  end.  The  Company's
total  liabilities  are  approximately  $459,313  all of which is  current.  The
company  expects  the trend of losses to continue at about the same rate as year
to date.

Liquidity and Capital Resources

Year to date,  the  company  had no revenue,  and  no cash  position,  which is
insufficient  for any  operations.  The company had  illiquid  assets of nominal
value at period end.

The company's only capital resources are its assets which may be illiquid and
its common stock which might be sold to raise capital.

NEED FOR ADDITIONAL FINANCING

     The Company does not have capital  sufficient  to meet the  Company's  cash
needs,   including  the  costs  of  compliance  with  the  continuing  reporting
requirements  of the  Securities  Exchange Act of 1934. The Company will have to
seek  loans or equity  placements  to cover  such cash  needs.  Lack of
its  existing  capital  may  be a  sufficient  impediment  to  prevent  it  from
accomplishing  the  goal of  expanding its operations.  There  is no
assurance,  however,  that without funds it will ultimately  allow company to
carry out its business

The  Company  will  need to raise  additional  funds  to  commence any  business
activities in the next twelve months.

<PAGE>

         No commitments to provide additional funds have been made by management
or  other  stockholders.  Accordingly,  there  can  be  no  assurance  that  any
additional  funds  will be  available  to the  Company  to allow it to cover its
expenses as they may be incurred.

         Irrespective   of  whether  the  Company's  cash  assets  prove  to  be
inadequate to meet the Company's  operational  needs,  the Company might seek to
compensate providers of services by issuances of stock in lieu of cash.

GOING CONCERN

     The Company's auditor has issued a "going concern" qualification as part of
his opinion in the Audit Report. There is substantial doubt about the ability of
the  Company to  continue as a "going  concern."  The  Company has no  business,
limited capital,  debt in excess of $459,313,  all of which is current, no cash,
minimal other liquid  assets,  and no capital  commitments.  The effects of such
conditions could easily be to cause the Company's bankruptcy.

     Management  hopes  to  seek  and  obtain  funding,  via  loans  or  private
placements  of stock  for  operations,  debt  and to  provide  working  capital.
Management  has  plans to seek  capital  in the  form of loans or stock  private
placements of approximately $250,000.

ITEM 3.  CONTROLS AND PROCEDURES

a.       Evaluation of Disclosure Controls and Procedures:

Disclosure  controls  and  procedures  are  designed to ensure that  information
required to be  disclosed in the reports  filed or submitted  under the Exchange
Act is recorded,  processed,  summarized  and  reported,  within the time period
specified  in the SEC's  rules and forms.  Disclosure  controls  and  procedures
include,  without  limitation,  controls and procedures  designed to ensure that
information required to be disclosed in the reports filed under the Exchange Act
is accumulated  and  communicated  to management,  including the Chief Executive
Officer and Chief Financial Officer,  as appropriate,  to allow timely decisions
regarding  required  disclosure.  As of the end of the  period  covered  by this
report  April  30,  2004,  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 Chief  Financial  Officer,  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and  procedures.  Based  upon and as of the date of that  evaluation,  the Chief
Executive  Officer and Chief  Financial  Officer  concluded  that the  Company's
disclosure  controls and  procedures  are  effective to ensure that  information
required to be disclosed in the reports the Company  files and submits under the
Exchange  Act is  recorded,  processed,  summarized  and  reported  as and  when
required.

b.       Changes in Internal Control over Financial Reporting:

There were no changes in the Company's internal control over financial reporting
identified in connection with the Company evaluation of these controls as of the
end of the period covered by this report that could have significantly affected
those controls subsequent to the date of the evaluation referred to in the
previous paragraph, including any correction action with regard to significant
deficiencies and material weakness.

<PAGE>


PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

        NONE

ITEM  2. CHANGES IN SECURITIES

        NONE

ITEM  3. DEFAULTS UPON SENIOR SECURITIES

        NONE

ITEM  4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDER

        NONE

ITEM  5.  OTHER INFORMATION

        NONE

ITEM  6. EXHIBITS AND REPORTS ON FORM 8-K

        (a)     32    906 Sarbanes-Oxley Certification
                31    302 Sarbanes-Oxley Certification

        (b)     Reports on Form 8-K.

                NONE
<PAGE>

  SIGNATURES

In  accordance  with section 13 of the Exchange  Act,  the  registrant  has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


Jon Elliott                             September 16, 2004
- --------------------------------------------------------
Jon Elliott  .   President, Chief Executive Officer
                 and Chief Financial Officer