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 January 31, 2005


                           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 January 31, 2005, was 6,621,996 shares.




<PAGE>

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

                              FINANCIAL STATEMENTS

                       FOR THE SIX-MONTHS JANUARY 31, 2005
                                   (UNAUDITED)


<PAGE>

                           BAYMARK TECHNOLOGIES, INC.
                         (FORMERLY E-COMMERCE WEST CORP)
                                   FORM 10-Q

                          INDEX OF FINANCIAL STATEMENTS



                                                                           Pages

Auditors Report- Michael Johnson & CO                                        F-1

Balance Sheets                                                               F-2

Statements of Operations                                                     F-3

Consolidated Stockholders' Equity (Deficit)                            F-4 - F-5

Statements of Cash Flow                                                      F-6

Notes to Financial Statements                                                F-7






<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 January 31, 2005, and the three
and six-months consolidated statements of operations for January 31, 2005 and
2004, and cash flows for the six-months ended January 31, 2005 and 2004,
included in the accompanying Securities and Exchange Commission Form 10-QSB for
the period ended January 31, 2005. 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 January 31, 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, 2004 and the related consolidated statements of income, stockholders'
equity and cash flows for the year then ended (not presented herein). In report
dated November 9, 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 January 31, 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
 February 23, 2005
/s/Michael Johnson & Co., LLC

                                      F-1

<PAGE>
<TABLE>
<CAPTION>


                           BAYMARK TECHNOLOGIES, INC.
                           Consolidated Balance Sheet


<S>                                                                                        <C>                <C>

                                                                                             January 31,         July 31,
                                                                                                2005               2004
                                                                                           ----------------   ---------------

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

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

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


LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
    Accounts Payable                                                                             $ 298,944          $298,944
    Accruals                                                                                       141,573           141,573
    Note Payable - Related Party                                                                   168,731           168,731
    Discontinued Operations Liability                                                                  148               148
                                                                                           ----------------   ---------------

        Total Current Liabilties                                                                   609,396           609,396
                                                                                           ----------------   ---------------

 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                                     6,623             6,623
        6,621,996 shares issued and outstanding in 2003 and 2004
    Additional Paid-In Capital                                                                   7,812,361         7,812,361
    Accumulated deficit                                                                         (8,429,480)       (8,429,480)
                                                                                           ----------------   ---------------

        Total Stockholders' Equity                                                                (609,396)         (609,396)
                                                                                           ----------------   ---------------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                                                              $ -                $ -
                                                                                           ================   ===============
</TABLE>
See Accountant' Review Report

                                      F-2

<PAGE>
<TABLE>
<CAPTION>

                              BAYMARK TECHNOLOGIES
                      Consolidated Statement of Operations

<S>                                                        <C>               <C>                <C>                <C>

                                                              Three-Months Ended                    Six-Months Ended
                                                                 January 31,                          January 31,
                                                            2005              2004               2005               2004
                                                            ----              ----               ----               ----

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                          6,621,996         6,596,004          6,596,004          6,596,004
                                                           ---------         ---------          ---------          ---------
Net Loss per common share                                    (*)               (*)                (*)                (*)
                                                           =========         =========          =========          =========
* Less than $.01


</TABLE>
See Accountant's Review Report

                                      F-3

<PAGE>
<TABLE>
<CAPTION>

                           BAYMARK TECHNOLOGIES, INC.
                  Consolidated Stockholders' Equity (Deficit)
                       For Period Ended January 31, 2005

<S>                              <C>          <C>           <C>          <C>       <C>          <C>       <C>          <C>


                                          PREFERRED STOCK                              COMMON STOCKS       Additional
                                   SERIES A                SERIES B                                         Paid-In      Accumulated
                                 # of Shares    Amount   # of Shares    Amount     # of Shares   Amount     Capital       Deficit
                                 -----------    ------   -----------    ------     -----------   ------     -------       --------

Balance - July 31, 1998          1,000,000    $ 1,000       100,000      $ 100     1,440,350    $ 1,440   $ 5,864,959  $ (6,091,217)

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                    -          -             -          -        (7,780)        (8)          (43)            -
Net Loss for Year                                                                          -          -             -      (594,159)
                                 ---------      -----       -------        ---     ---------      -----     ---------    ----------
Balance - July 31, 1999          1,000,000      1,000       100,000        100     2,068,179      2,068     6,477,473    (6,685,376)
                                 ---------      -----       -------        ---     ---------      -----     ---------    ----------

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                        -          -             -          -             -          -             -      (698,384)
                                 ---------      -----       -------        ---     ---------      -----     ---------    ----------
Balance -  July 31, 2000         1,000,000      1,000       100,000        100     3,025,132      3,025     7,343,802    (7,383,760)
                                 ---------      -----       -------        ---     ---------      -----     ---------    ----------

Issuance of stock for services           -          -             -          -     1,279,760      1,280        48,627             -
Cancellation of stock for
 acquistion                              -          -             -          -       (83,333)       (83)            -             -
Net Loss for Year                        -          -             -          -             -          -             -      (506,088)
                                 ---------      -----       -------        ---     ---------      -----     ---------    ----------
Balance - July 31, 2001          1,000,000      1,000       100,000        100     4,221,559      4,222     7,392,429    (7,889,848)
                                 ---------      -----       -------        ---     ---------      -----     ---------    ----------

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                        -          -             -          -             -          -             -      (318,935)
                                 ---------      -----       -------        ---     ---------      -----     ---------    ----------
Balance - July 31, 2002          1,000,000      1,000       100,000        100     6,421,996      6,423     7,807,561    (8,208,783)
                                 ---------      -----       -------        ---     ---------      -----     ---------    ----------

Issuance of stock for services           -          -             -          -       200,000        200         4,800             -
Net Loss for Year                        -          -             -          -             -          -             -       (70,519)
                                 ---------      -----       -------        ---     ---------      -----     ---------    ----------
Balance - July 31, 2003          1,000,000      1,000       100,000        100     6,621,996      6,623     7,812,361    (8,279,302)
                                 ---------      -----       -------        ---     ---------      -----     ---------    ----------

Net Loss for Year                        -          -             -          -             -          -             -      (150,178)
                                 ---------      -----       -------        ---     ---------      -----     ---------    ----------
Balance - July 31, 2004          1,000,000      1,000       100,000        100     6,621,996      6,623     7,812,361    (8,429,480)
                                 ---------      -----       -------        ---     ---------      -----     ---------    ----------

Net Loss for Period                      -          -             -          -             -          -             -             -
                                 ---------     ------       -------      -----     ---------    -------   -----------  ------------
Balance - January 31, 2005       1,000,000     $1,000       100,000      $ 100     6,621,996    $ 6,623   $ 7,812,361  $ (8,429,480)
                                 =========     ======       =======      =====     =========    =======   ===========  ============


</TABLE>
See Accountant's Reveiw Report

                                      F-4


<PAGE>


                           BAYMARK TECHNOLOGIES, INC.
                   Consolidated Stockholders' Equity (Deficit)
                        For Period Ended January 31, 2005
                                  (continued)



                                      Total
                                      Stockholders'
                                      Equity
                                      ------


Balance - July 31, 1998                $ (223,718)

Issuance of stock for cash                 92,500
Issuance of stock for service             184,088
Issuance of stock for service             336,605
Cancellation of stock                         (51)
Net Loss for Year                        (594,159)
                                         --------

Balance - July 31, 1999                  (204,735)
                                         --------

Issuance of stock for cash                136,500
Issuance of stock for service             152,958
Issuance of stock for service             241,828
Issuance of stock for
  acquisition                             250,000
Issuance of stock for cash                 50,000
Stock Option issuance                      36,000
Net Loss for Year                        (698,384)
                                         --------

Balance -  July 31, 2000                  (35,833)
                                          -------

Issuance of stock for service              49,907
Cancellation of stock for
 acquistion                                   (83)
Net Loss for Year                        (506,088)
                                         --------

Balance - July 31, 2001                  (492,097)
                                         --------

Issuance of stock for service             216,583
Issuance of stock for cash                 10,000
Issuance of stock for service               7,000
Issuance of stock for service              10,000
Issuance of stock for service             162,750
Issuance of stock for service              10,000
Issuance of stock for service               1,000
Net Loss for Year                        (318,935)
                                         --------

Balance - July 31, 2002                  (393,699)
                                         --------

Issuance of stock for service               5,000
Net Loss for Year                         (70,519)
                                          -------

Balance - July 31, 2003                  (459,218)
                                         --------

Net Loss for Year                        (150,178)
                                         --------

Balance - July 31, 2004                  (609,396)
                                         --------

Net Loss for Period                             -
                                         --------
Balance - January 31, 2005             $ (609,396)
                                       ==========


See Accountant's Review Report

                                      F-5
<PAGE>
<TABLE>
<CAPTION>


                              BAYMARK TECHNOLOGIES
                      Consolidated Statement of Cash Flow
<S>                                                                                                     <C>                <C>



                                                                                                         Six-Months Ended
                                                                                                            January 31,
                                                                                                       2005               2004
                                                                                                       ----               ----

Cash Flows from Operating Activities:

     Net (Loss)                                                                                         $ -                $ -
     Issuance of stock for services                                                                       -                  -
     Depreciation                                                                                         -                  -
     Adjustments to reconcile net loss to cash used
        by operating activities
     Decrease in prepaid expenses                                                                         -                  -
     Increase in Discontinued Operations                                                                  -                  -
     (Decrease) Increase in accounts payable and accrued expenses                                         -                  -
                                                                                                        -----              -----
Net Cash Used by Operating Activities                                                                     -                  -
                                                                                                        -----              -----
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                                                                      -                  -
                                                                                                        -----              -----
Net Cash Provided by Financing Activities                                                                 -                  -
                                                                                                        -----              -----
Net Increase in Cash & Cash Equivalents                                                                   -                  -

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

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
     Cash paid for Interest                                                                             $ -                $  -
                                                                                                        =====              =====
     Cash paid for Income Taxes                                                                         $ -                $  -
                                                                                                        =====              =====
NON-CASH TRANSACTIONS
     Common stock issued for services                                                                   $ -                $  -
                                                                                                        =====              =====

</TABLE>
See Accountant's Review Report

                                      F-6
<PAGE>

                           BAYMARK TECHNOLOGIES, INC.
                          Notes to Financial Statements
                                January 31, 2005
                                   (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 January 31, 2005 and
the results of operations for the three and six-months ended January 31, 2005
and 2004, and cash flows for the six-months ended January 31, 2005 and 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, 2004.

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.

                                      F-7
<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, 2004 and any Current Reports
on Form 8-K filed by the Company.

Results of Operations for the Quarter Ended January 31, 2005 Compared to the
Same Period in 2004.
--------------------------------------------------------------------------------

During  the  quarters  ended  January  31,  2005,  and 2004,  no  revenues  were
generated. The Company had no  operations income during the quarter.

The company  had no  operating  expenses  in the  quarter in 2005 and 2004.  The
company  incurred no  administrative  expenses in 2005 and 2004, in the quarter.
The  net/profit  or loss was none in the  quarter  in 2005 or in the  quarter in
2004. The profit/loss per share was none in the quarter in 2005 and 2004.




<PAGE>


Results of Operations for the Six Months Ended January 31, 2005 Compared to
Same Period in 2004.
-------------------------------------------------------------------------------

The company had no revenues in the period ended  January 31, 2005 or in the same
period in 2004. The Company was dormant.

The company had no operating expense in the six month period in 2005 or in 2004.
There were no  administrative  expense  incurred in the six month  period  ended
January 31, 2005 and 2004. The net  profit/loss  for the period was none in 2005
or 2004. The profit per share was none in the period in 2005 and 2004.

Changes in Financial Condition
------------------------------

Year to date the Company  has no cash  position at quarter  end.  The  Company's
total  liabilities  are  approximately  $609,396  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 $609,396,  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  January 31,  2005,  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                             March 14, 2005
- --------------------------------------------------------
Jon Elliott     President, Chief Executive Officer
                 and Chief Financial Officer