================================================================================
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   Form 10-QSB

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACTS OF 1934

                  For the quarterly period ended March 31, 2004


                         Commission File Number 0-27996



                         WIRELESS XCESSORIES GROUP, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                Delaware                                   13-3835420
    -------------------------------                     ----------------
    (State or other jurisdiction of                     (I.R.S. Employer
     Incorporation or Organization)                  Identification Number)


                              1840 COUNTY LINE ROAD
                           HUNTINGDON VALLEY, PA 19006
                    ----------------------------------------
                    (Address of principal executive offices)


                                 (215) 322-4600
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


                                       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 [X] No [_]

As of May 10, 2004, there were 5,262,080 shares of the registrant's Common
Stock, par value $.001 per share, outstanding.

FORWARD LOOKING STATEMENTS

Some of the information presented in this quarterly report constitutes
forward-looking statements within the meaning of the private Securities
Litigation Reform Act of 1995. Statements that are not historical facts,
including statements about management's expectations for fiscal year 2003 and
beyond, are forward looking statements and involve various risks and
uncertainties. Although the Company believes that its expectations are based on
reasonable assumptions within the bounds of its knowledge, there can be no
assurance that actual results will not differ materially from the Company's
expectations. Factors that could cause the actual results to differ materially
from expectations are discussed in the Company's Annual Report on Form 10-K and
in other filings with the Securities and Exchange Commission.

================================================================================
<PAGE>

                         WIRELESS XCESSORIES GROUP, INC.
                 FORM 10-QSB FOR THE PERIOD ENDED MARCH 31, 2004


                                      INDEX


PART I.    FINANCIAL INFORMATION

ITEM 1.    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                Condensed Consolidated  Balance Sheet March 31, 2004
                (unaudited) and December 31, 2003.............................3

                Condensed Consolidated Statements of Income for the
                three months ended March 31, 2004 and 2003.
                (unaudited).......... ........................................4

                Condensed Consolidated Statements of Cash Flows for
                the three months ended March 31, 2004 and 2003
                (unaudited)...................................................5

                Notes to Condensed Consolidated Financial Statements..........6

ITEM 2.         Management's Discussion and Analysis of Financial Condition
                and Results of Operations...................................8-9

ITEM 3.         Controls and Procedures......................................10

PART II.   OTHER INFORMATION


ITEM 1.         Legal proceedings............................................11

ITEM 2.         Changes in Securities and Use of Proceeds....................11

ITEM 3.         Defaults upon Senior Securities..............................11

ITEM 4.         Submission of Matters to a Vote of Security Holders..........11

ITEM 5.         Other information............................................11

ITEM 6.         Exhibits and reports on Form 8-K.............................11



                Signatures...................................................12


<PAGE>

                              FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

                         WIRELESS XCESSORIES GROUP, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE><CAPTION>
                                                                                       March 31,      December 31,
                                   ASSETS                                                2004             2003
                                                                                       --------         --------
                                                                                      (unaudited)
<S>                                                                                    <C>              <C>
  CURRENT ASSETS:
  Cash and cash equivalents                                                            $  1,561         $  1,316
  Accounts receivable (net of allowance of                                                  905              730
  $322 and $317, respectively)
  Inventories                                                                             1,379            1,438
  Prepaid expenses and other current assets                                                 148              128
  Current portion- notes receivable                                                         148              161
                                                                                       --------         --------

                      Total Current Assets                                                4,141            3,773


  PROPERTY AND EQUIPMENT - Net                                                              489              520

  NOTES RECEIVABLE - Net of Current Portion                                                --                 13

  OTHER ASSETS                                                                               36               36
                                                                                       --------         --------

  TOTAL ASSETS                                                                         $  4,666         $  4,342
                                                                                       ========         ========

                  LIABILITIES AND STOCKHOLDERS' EQUITY

  CURRENT LIABILITIES:
  Current portion of long-term debt                                                    $      4         $      4
  Accounts payable                                                                          934              652
  Net liabilities on disposal of discontinued operations                                     36               36
  Accrued payroll and related benefits                                                      139               93
  Amounts due to officer                                                                     47              103
  Other accrued expense                                                                      79               94
                                                                                       --------         --------
                     Total Current Liabilities                                            1,239              982
                                                                                       --------         --------

  LONG-TERM DEBT                                                                              1                2
                                                                                       --------         --------

STOCKHOLDERS' EQUITY
  Preferred stock, par value $0.001, 1,000,000 shares authorized,
  no shares issued or outstanding
  Common Stock, par value $.001, 10,000,000 shares authorized, 5,262,080 issued               5                5
  Additional paid - in capital                                                           11,341           11,341
  Accumulated deficit                                                                    (7,804)          (7,872)
 Treasury Stock at cost, 344,810 and 344,810 shares, respectively                          (116)            (116)
                                                                                       --------         --------
                  Total Stockholders' Equity                                              3,426            3,358
                                                                                       --------         --------


  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                           $  4,666         $  4,342
                                                                                       ========         ========

 The accompanying notes are an integral part of these condensed consolidated financial statements.
</TABLE>

                                        3
<PAGE>

                         WIRELESS XCESSORIES GROUP, INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)


<TABLE><CAPTION>
                                                                     Three Months Ended
                                                                         March 31,
                                                             ---------------------------------
                                                                 2004                 2003
                                                             ------------         ------------
<S>                                                          <C>                  <C>
NET SALES                                                    $      3,151         $      2,378
COST OF SALES                                                       1,690                1,359
                                                             ------------         ------------
            Gross profit                                            1,461                1,019

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                        1,397                1,409
INTEREST (INCOME) EXPENSE, net                                         (4)                   1
                                                             ------------         ------------

               Income (Loss) before income taxes             $         68                 (391)

INCOME TAX (BENEFIT)                                                 --                   --
                                                             ------------         ------------


                 Net Income (Loss)                           $         68         $       (391)
                                                             ============         ============

Net Income (Loss) per common share- Basic and Diluted        $         01         $        (08)
                                                             ============         ============

Basic weighted average common shares outstanding                4,865,270            4,810,067
                                                             ============         ============

Diluted weighted average common shares outstanding              4,891,350            4,810,067
                                                             ============         ============











 The accompanying notes are an integral part of these condensed consolidated financial statements
</TABLE>

                                        4
<PAGE>

                         WIRELESS XCESSORIES GROUP, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE><CAPTION>
                                                                          Three Months Ended March 31
                                                                              2004            2003
                                                                            --------        --------
<S>                                                                         <C>             <C>
OPERATING ACTIVITIES:
Net  Income (Loss)                                                          $     68        $   (391)
Adjustments to reconcile net Income (loss) to cash
         provided by operating activities-
             Depreciation and amortization                                        77             136
             Provision for doubtful accounts                                      57              72

Changes in assets and liabilities, net of effects from dispositions:

             Accounts receivable                                                (232)            260
                 Inventories                                                      58             287
             Prepaid expenses and other assets                                   (21)            (42)
             Accounts payable and accrued expenses                               256              46
                                                                            --------        --------

Net cash provided by operating activities                                        263             368
                                                                            --------        --------

INVESTING ACTIVITIES:
Purchase of property and equipment                                               (44)           (110)
Principal payments on notes receivables                                           26              40
                                                                            --------        --------
Net cash (used in) investing activities                                          (18)            (70)
                                                                            --------        --------

FINANCING ACTIVITIES:
Net payments on borrowings                                                        (1)            (15)
Repurchase of company stock                                                     --               (36)
                                                                            --------        --------
Net cash (used in) financing activities                                           (1)            (51)
                                                                            --------        --------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                             244             247

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                 1,316             985
                                                                            --------        --------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                       1,560           1,232
                                                                            ========        ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period for-
             Interest                                                       $      2        $      3
                                                                            ========        ========


             Income taxes net of refunds                                    $      0        $      0
                                                                            ========        ========












 The accompanying notes are an integral part of these condensed consolidated financial statements
</TABLE>

                                        5
<PAGE>
                         WIRELESS XCESSORIES GROUP, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (unaudited)

1. BASIS OF PRESENTATION

The condensed consolidated financial statements included herein have been
prepared by the management of Wireless Xcessories Group, Inc. ("Wireless
Xcessories" or the "Company") without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been condensed or omitted pursuant to such rules and regulations.
These statements include all adjustments that, in the opinion of management, are
necessary to provide a fair statement of the results for the periods covered.
All such adjustments are of a normal recurring nature. These condensed
Consolidated financial statements should be read in conjunction with the audited
financial statements and footnotes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2003. The results of
operations for the three months ended March 31, 2004 are not necessarily
indicative of the results for the full year. Certain prior year amounts have
been reclassified to conform to current period presentations.

2. STOCK REPURCHASE PROGRAM

On January 11, 2001, the Board of Directors approved a stock buy back plan
whereby the Company will repurchase a total of up to 500,000 shares of common
stock at a total cost not to exceed $250,000 through July 20, 2001. The Company
has extended the buyback period to July 20, 2004. As of March 31, 2004, the
Company had repurchased 484,210 shares at an average approximate price of $.26
share, recorded at cost as Treasury Stock in the accompanying condensed
consolidated balance sheet as at March 31, 2004.

3. SEGMENT DISCLOSURE

The Company operates in one business segment, which distributes cellular
telephone accessory products principally in North America. The Wireless Products
Segment is headquartered in Huntingdon Valley, Pennsylvania and all revenue and
essentially all long-lived assets were related to operations in the United
States as of March 31, 2004 and during the periods presented.

4. EARNINGS PER SHARE

The Company follows the provisions of Statement of Financial Accounting
Standards No. 128, "Earnings Per Share." The calculation of basic and diluted
earnings per share ("EPS") is reflected on the accompanying condensed
Consolidated Statement of Operations.

Options to purchase 216,500 and 277,152 shares were outstanding at March 31,
2004 and March 31, 2003, respectively, with exercise prices ranging $.28 to
$4.44. Because of the loss incurred during the three months ended March 31,
2003, the impact of outstanding options were not considered because the effect
is anti-dilutive.

5. SIGNIFICANT ACCOUNTING POLICIES

Financial Reporting Release No. 60, which was recently released by the
Securities and Exchange Commission, requires all companies to include a
discussion of critical accounting policies or methods used in the preparation of
financial statements. Our significant accounting policies are described in Note
1 of the Notes to the Consolidated Financial Statements. The significant
accounting policies that we believe are most critical to aid in fully
understanding our reported financial results are the following:

Significant Estimates-- We have made a number of estimates and assumptions
related to the reporting of assets and liabilities in preparation of the
condensed consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America. The most
significant estimates relate to the allowance for doubtful accounts, the reserve
for Inventory obsolescence and the deferred tax valuation allowance.

In determining the adequacy of the allowance for doubtful accounts, we consider
a number of factors including the aging of the receivable portfolio, customer
payment trends, financial condition of the customer, industry conditions and
overall credibility of the customer. Actual amounts could differ significantly
from our estimates.
                                        6
<PAGE>

In determining the adequacy of the reserve for inventory obsolescence, we
consider a number of factors including the aging of the inventory, recent sales
trends, availability of the product in the market, industry market conditions
and overall economic conditions. Actual amounts could differ significantly from
our estimates.

In assessing the realizability of deferred income tax assets, we consider
whether it is more likely than not that the deferred income assets will be
realized through the future generation of taxable income.

Inventories -- Inventories, which consist solely of finished goods, are carried
at the lower of cost, determined on a first-in, first-out basis (FIFO), or
market value.

Revenue Recognition -- Revenue is recognized at the time of shipment.

6. NEW ACCOUNTING PRONOUNCEMENTS

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" ("SFAS 144"). This statement addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
This statement supersedes FASB Statement No.121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", and the
accounting and reporting provisions of APB Opinion No. 30, "Reporting the
Results of Operations-Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions". This statement also amends ARB No. 51, "Consolidated Financial
Statements", to eliminate the exception to consolidation for a subsidiary for
which control is likely to be temporary.

This statement requires that one accounting model be used for long-lived assets
to be disposed of by sale, whether previously held and used or newly acquired.
This statement also broadens the presentation of discontinued operations to
include more disposal transactions. SFAS 144 is effective for fiscal years
beginning after December 15, 2001 and interim periods within those fiscal years.
Adoption of SFAS 144 on January 1, 2002 did not have any impact on the Company's
financial position, cash flows or results of operations for the three months
ended March 31, 2004 and 2003.

In April 2002, the FASB issued SFAS No. 145, "Recission of FASB statements No.
4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections"
("SFAS 145"). The rescission of FASB No. 4, "Reporting Gains and Losses from
Extinguishment of Debt" applies to us. FASB No. 4 required that gains and losses
from extinguishments of debt were included in the determination of net income be
aggregated and, if material, classified as an extraordinary item, net of related
income tax effect. SFAS 145 is effective for our fiscal year beginning January
1, 2003. Effective January 1, 2003, pursuant to SFAS 145, the treatment of the
early extinguishments of debt will be included in "other expenses" in the
financial statements. Currently, the Company is assessing, but has not yet
determined, how the adoption of SFAS 144 will impact its financial position and
results of operations.

In June 2002, the FASB issued Statement No. 146 "Accounting for Costs Associated
with Exit or Disposal Activities"("SFAS 146"). The standard requires companies
to recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of commitment to an exit or disposal plan.
Examples of costs covered by the standard include lease termination costs and
certain employee severance costs that are associated with restructuring,
discontinued operation, plant closing, or other exit or disposal activity.
Previous accounting guidance provided by EITF Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit on
Activity (Including Certain Costs Incurred in a Restructuring)" is replaced by
this statement. SFAS 146 is to be applied prospectively to exit or disposal
activities initiated after December 31, 2002. Management does not anticipate
that the adoption of this statement will have a significant effect on the
Company's financial position or results of operations.

In December 2002, the FASB issued Statement No. 148 "Accounting for Stock-Based
Compensation- Transition and Disclosure, an amendment of FASB Statement No. 123,
Accounting for Stock-Based Compensation" ("SFAS 148"), to provide alternative
methods of transition for an entity that voluntarily changes to the fair value
based method of accounting for stock-based employee compensation. Finally, this
statement amends Accounting Principles Board ("APB") Opinion No. 28, "Interim
Financial Reporting", to require disclosure about those effects in interim
financial information. SFAS 148 is effective for financial statements for fiscal
years ending after December 15, 2002. The Company will continue to account for
stock-based employee compensation using the intrinsic value method of APB
Opinion No. 25, "Accounting for Stock Issued to Employees," but has adopted the
enhanced disclosure requirements of SFAS 148.

                                        7
<PAGE>

7. SUBSEQUENT EVENTS

The Company in accordance with earlier Board approval has committed to the
issuance of 40,000 shares of the Company's Common Stock to its non-employee
directors for service on the Board and its various committees. The issuance of
these shares is expected during the second quarter of 2004 and includes a total
of 10,000 shares each to the four current non-employee directors.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

RESULTS OF OPERATIONS:

The following table represents the Company's statement of income data expressed
as a percentage of net sales for the respective periods:


                                                    Three Months Ended March 31
                                                    ---------------------------
                                                      2004              2003
                                                    --------          --------
Net Sales                                              100.0%            100.0%
Cost of Sales                                           53.6              57.1
                                                    --------          --------

Gross Profit                                            46.4              42.9
Selling, General and administrative Expenses            44.3              59.3
Interest Expense (Income), net                          (0.1)             (0.0)
                                                    --------          --------
Net income (Loss) before Income Tax                      2.2             (16.4)
Income Tax                                               0.0)              0.0
                                                    --------          --------
Net Income (Loss)                                        2.2%            (16.4)%
                                                    ========          ========


Three Months Ended March 31, 2004 ("2004") Compared to Three Months ended March
31, 2003 ("2003").

Net sales increased by $.8 million or 33% from $2.4 million in 2003 to $3.2
million in 2004. The increase in sales is partially related to an overall
improving economy and some improvement in cellular phone and related accessory
demand. Additionally, the Company successfully introduced a new product line in
the December 2003 quarter and has improved its overall relative competitive
position due to expanded value added services, vast product selection, expanded
marketing and overall pricing/value relationship.

Gross profit increased by $.5 million from $1.0 million in 2003 to $1.5 million
in 2004 and as a percentage of sales increased from 42.9% to 46.4 %. The
improvement in percentage was due to increased pricing, favorable margins on
newer and expanded product offerings, increased overseas prepackaging of product
, increased customer price monitoring and reduced obsolescence expense as a
percentage of sales.

Selling, general and administrative (SG&A) expenses were approximately the same
$1.4 million in both 2003 and 2004 but as a percentage of sales, decreased from
59.3% in 2003 to 44.3% in 2004. SG&A expenses were flat in spite of a 33% sales
increase as a result of continued reductions in expense resulting from the
Company's continuous cost cutting program, improved employee productivity, and
continued reductions in several other general and administrative line items such
as professional fees, bank fees, telephone costs and various other
administrative expenses. These reductions were offset in part by increases in
selling and marketing costs which helped produce the large sales increase. In
addition, the Company was able to limit its warehouse, packaging and shipping
labor and related expense to a significantly lower percentage increase than
sales level as our sales decline percentage for the quarter due to reduced
packaging services offered to lower margin customers, the effect of having an
increased percentage of our product offerings pre-packaged by our vendors at
lower cost, and overall improved productivity.

Net interest (income) increased from an expense of $1,000 in 2003 to net income
of $4,000 in 2004. This is primarily due to increased interest earned on its
excess net excess cash.

                                        8
<PAGE>

The Company's effective income tax rate in calculating a possible expense based
on the net income for the quarter in 2004 would have been 38% or a total
approximate expense of $26,000 but as result of a Company decision to provide an
offsetting tax valuation allowance to cover the amount of the net deferred tax
asset, the net benefit was reduced to $0. The Company has provided the tax
allowance as a result of the uncertainty that the Company will generate
sufficient income in the future to fully or partially realize the net deferred
tax asset of approximately $1,491,000 at March 31, 2004 inclusive of the
additional $26,000 added in this quarter. The income tax rate effective in both
2004 and in computation of a benefit in 2003 is the same 38%.



                        LIQUIDITY AND CAPITAL RESOURCES:

The Company's requirements for capital are to fund (I) sales growth, (ii)
financing for possible acquisitions, (iii) repurchase of stock, and (iv) capital
expenditures mainly related to business system upgrades. The Company's primary
sources of financing during the twelve months ended March 31, 2004 were cash
flow from operations and reductions in Accounts Receivable and Inventory, and
principal and interest payments of Notes Receivable related to the disposition
of a discontinued operations (Tauber).

The Company's working capital as of March 31, 2004 and 2003 was $2,902,000 and
$2,172,000, respectively. Net cash provided by operating activities for the
three months ended March 31, 2004 and 2003 were $263,000 and $368,000,
respectively. In 2004, the Company provided $202,000 from operations from its
net income of $68,000 as adjusted for non-cash items of depreciation and
amortization of $77,000 and a bad debt provision of $57,000. Cash provided from
changes in assets and liabilities of $61,000 resulted from a net decrease in
inventory of $58,000 and an increase in accounts payable and accrued expenses of
$256,000 offset in part by increases in accounts receivable and in prepaid
expense and other assets of $232,000 and $21,000 respectively. The increase in
accounts receivable was directly attributable to substantially higher customer
billings in March 2004, compared March 2003, offset in part by continued in
improvement in customer collections.

In the three months ended March 31, 2003, the Company lost cash from operations
of $183,000 from its net loss of $391,000 as adjusted for non-cash items of
depreciation and amortization of $136,000 and a bad debt provision of $72,000.
Cash provided from changes in assets and liabilities totaled $551,000 resulting
from net decreases in accounts receivable of $260,000, inventory of $287,000 and
an increase in accounts payable and accrued expenses of $46,000 offset in part
by an increase in prepaid expense and other assets of $42,000.

Net cash used in investing activities for the three months ended March 31, 2004
was $18,000 resulting from the purchase of property and equipment of $44,000
(Principally new Radio Frequency guns and software related to enhancements to
our business system and computer equipment and peripherals) offset in part by
principal note payments received of approximately $26,000 relating to the sale
of the discontinued operations.

Cash used in financing activities for the three months ended March 31, 2004 was
$1,000 resulting from net reductions in capital leases of $1,000.

The Company estimates that it will incur capital expenditures of approximately
$200,000 during the twelve months ended March 31, 2005, principally for business
and telephone system upgrades.

Based upon its present plans, management believes that operating cash flow,
available cash and available credit resources will be adequate to meet the
working capital cash and capital expenditure needs of the Company during the
twelve months ending March 31, 2005.

SEASONALITY AND INFLATION

In fiscal year 2003, the Company did approximately 55% of its sales in the
second half of the year. This reflected the more traditional pick up of
additional business in the months preceding the December Holiday season. Though
in the fiscal years ended December 31, 2002 and 2001, combined sales for the
third and fourth quarters were less than the combined sales for the first and
second quarters due to the poor cellular accessory market and the timing of the
loss of key customers. In addition, our net sales could be effected in the
future by business acquisitions.

The impact of inflation on our operations has not been significant to date.
However, there can be no assurance that a high rate of inflation in the future
would not have an adverse effect on our operating results.

                                        9
<PAGE>

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms, and that such information is accumulated and communicated
to our management including our chief executive officer and chief financial
officer, as appropriate, to allow timely decisions regarding required
disclosure. 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.

As of May 10, 2004 we completed an evaluation, under the supervision and with
the participation of our management, including our chief executive officer and
chief financial officer, of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, our chief executive
officer and chief financial officer concluded that the Company's disclosure
controls and procedures were effective.

Changes in Internal Controls

There have not been any significant changes in the Company's internal controls
or in other factors that could significantly affect these controls subsequent to
the date of their evaluation.

























                                       10
<PAGE>

                                     PART II

                                OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS
-----------------------------
From time to time, the company is involved in litigation relating to claims
arising out of its operation in the normal course of business. The Company is
not involved in any legal proceedings, which would, in management's opinion,
have a material adverse effect on the Company's business or results of
operations.

ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS
-----------------------------------------------------
There have been no changes in securities during the quarter ended March 31,
2004.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES
-------------------------------------------
There have been no defaults by the Company on any Senior Securities during the
quarter ended march 31, 2004.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------------------
At the Annual Meeting of shareholders held on June 24, 2003, pursuant to the
Notice of Annual Meeting of Stockholders dated May 23, 2003, the following
actions were taken:

PROPOSAL  NO 1 : ELECTION OF DIRECTORS.

THE FOLLOWING INDIVIDUALS WERE ELECTED AS DIRECTORS:

                 NAME                       FOR               AGAINST
                 ----                       ---               -------
STEPHEN RADE                             4,174,057            355,548
CHRISTPHER MCCONNELL                     4,293,057            236,548
BRADLEY T. MC DONALD                     4,293,057            236.548
ALLAN KALISH                             4,292,807            236,798
CHRISTOPHER C.  COLE                     4,292,807            236,798

There were no broker non-votes or abstentions or votes withheld with respect to
this proposal.

PROPOSAL NO 2: Proposal to radify the appointment by our Board of Directors of
Bagell, Josephs & Company LLC the company's independent auditors for the fiscal
year ending December 31, 2003.


ITEM 5.     OTHER INFORMATION
-----------------------------
None


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------------------
            (a) EXHIBITS

             31-1   Statement under oath of principal executive officer.
             31-2   Statement under oath of principal financial officer.
             32-1   Statement under oath of principal executive officer.
             32-2   Statement under oath of principal financial officer.


            (b) Reports on Form 8-K
             None




                                       11
<PAGE>

                                   SIGNATURES

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.


                                                   By:  /s/ Stephen Rade
                                                   -----------------------------
Date: May 17, 2004                                 Stephen Rade
                                                   Chief Executive Officer

                                                   By: /s/ Ronald E. Badke
                                                   -----------------------------
Date: May 17, 2004                                 Ronald E. Badke
                                                   Chief Financial Officer




























                                       12