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

                                  FORM 10-QSB/A

                                   (MARK ONE)

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

                For the quarterly period ended September 30, 2004

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

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                                  EXCHANGE ACT

                 For the transition period from ______ to ______

                       Commission file number: 333-5278-NY

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

                    Delaware                                   94-3334052
        -------------------------------                   -------------------
        (State or other jurisdiction of                      (IRS Employer
        incorporation or organization)                    Identification No.)

          2694 Bishop Drive, Suite 270
                 San Ramon, CA                                   94583
        -------------------------------                   -------------------
             (Address of principal                             (Zip Code)
               executive offices)

          Issuer's telephone number:                         (925) 328-1100
                                                          -------------------

  Former name, former address and former fiscal
         year, if changed since last report                       N/A
                                                          -------------------

 Check whether the issuer (1) filed all reports required to be filed by Section
  13 or 15(d) of the Securities Exchange Act during the past 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 November 5, 2004, there were 2,899,169 shares of the issuer's common
                     stock, $0.0001 par value, outstanding.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

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ITEM 3.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the  supervision  and with the  participation  of our  senior  management,
including  our Chief  Executive  Officer  and  Chief  Financial  and  Accounting
Officer,  the Company conducted an evaluation of the effectiveness of the design
and operation of its  disclosure  controls and  procedures,  as defined in Rules
13a-15(e) and 15d-15(e)  under the  Securities  Exchange Act of 1934, as amended
(the  "Exchange  Act"),  as of the end of the period  covered by this  Quarterly
Report (the "Evaluation  Date").  Among other things,  the Company evaluated its
accounting  procedures and control processes related to material transactions to
ensure they are recorded  timely and  accurately  in the  financial  statements.
Based on this evaluation,  our Chief Executive  Officer and Principal  Financial
and Accounting  Officer  concluded as of the Evaluation Date that certain of the
Company's  disclosure  controls and procedures were not effective.  The material
weaknesses  found  at  that  time  in  the  Company's  disclosure  controls  and
procedures  related to its  inability  to prepare  and file  timely its  interim
financial  statements in its periodic  reports  required under the Exchange Act,
which in turn stemmed principally from its inability timely to record completely
and accurately certain significant non-recurring transactions.

Changes in Internal Control Over Financial Reporting

During the quarter ended September 30, 2004, the Company made certain changes in
its internal  controls and  procedures  over  financial  reporting.  Following a
comprehensive review, the Company concluded that the weaknesses it had found, as
noted above,  were a direct result of its being  understaffed  in its accounting
area.  Subsequently,  it retained an outside firm of accounting  consultants  to
support and extend the  capabilities of its internal staff,  and  simultaneously
employed additional  experienced accounting staff personnel.  Additionally,  the
Company  prepared  a  comprehensive  set of  accounting  procedures  for  use in
connection with assuring the timely,  complete and accurate recording of all its
transactions  and the preparation  and filing of its required  reports under the
Exchange  Act.  The  Company  will  continue  to engage its  outside  accounting
consultants until its internal staff is adequate and has demonstrated an ability
to fulfill all the  aforementioned  requirements.  Although the Company's  Chief
Executive  Officer and Principal  Financial and Accounting  Officer believed the
Company had made considerable  progress towards building  effective controls and
procedures by September 30, 2004,  and thereupon  reported their belief that the
controls and procedures "will become  effective," they remained of the view that
additional work was required in connection with  developing,  memorializing  and
implementing effective internal disclosure and control policies,  procedures and
responsibilities.  Based on subsequent  internal  reviews of the  procedures and
staffing to date and communications  with its outside  consultants and auditors,
the Company believes its disclosure controls and procedures will be effective in
the current fiscal quarter, that it does not any longer have material weaknesses
with respect thereto,  and that it will file timely its next quarterly report on
Form 10-QSB for the quarter  ended  December 31,  2004,  which is required to be
filed by February 14, 2005.

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

Exhibit 31.1.  Certification of Chief Executive  Officer pursuant to Section 302
               of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2.  Certification of Chief Financial  Officer pursuant to Section 302
               of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1.  Certification of Chief Executive  Officer pursuant to Section 906
               of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2.  Certification of Chief Financial  Officer pursuant to Section 906
               of the Sarbanes-Oxley Act of 2002.


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<PAGE>

                                   SIGNATURES


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


                            POWERHOUSE TECHNOLOGIES GROUP, INC.


Date: December 8, 2004      By:
                               -------------------------------------------------
                               Jay Elliot
                               Chairman of the Board and Chief Executive Officer
                               (Principal Executive Officer)


Date: December 8, 2004      By:
                               -------------------------------------------------
                               David R. Wells
                               Vice President Finance Operations
                               (Principal Financial and Accounting Officer)



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<PAGE>



EXHIBIT INDEX:

----------- --------------------------------------------------------------------
Exhibit     Description Number
----------- --------------------------------------------------------------------
31.1        Certification of Chief Executive Officer pursuant to Section 302 of
            the Sarbanes-Oxley Act of 2002.
----------- --------------------------------------------------------------------
31.2        Certification of Chief Financial Officer pursuant to Section 302 of
            the Sarbanes-Oxley Act of 2002.
----------- --------------------------------------------------------------------
32.1        Certification of Chief Executive Officer pursuant to Section 906 of
            the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350.
----------- --------------------------------------------------------------------
32.2        Certification of Chief Financial Officer pursuant to Section 906 of
            the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350.
----------- --------------------------------------------------------------------



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