UNITED
  STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON,
  D.C. 20549



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FORM
  10-QSB



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| | Mark
        One |                                                                                                                                                                 
| | ---------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                  | xQuarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
      Act of 1934                                                                  
| |                  | oTransition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
      Act of 1934 For the transition period from _______________ to ______________

| |  | For
        the quarterly period ended March 31, 2004
| |  | -----------------------------------------------------
| |  |                                                      



Commission
  file number 33-9640-LA

LOGISTICS
  MANAGEMENT RESOURCES, INC.

(Exact
  name of registrant as specified in its charter)



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| | Colorado(State or other jurisdiction ofincorporation
      or organization) |  | 68-0133692(I.R.S. EmployerIdentification
      No.) | 
| | --------------------------------------------------------------------------- |  | --------------------------------------------------- | 

10602
  Timberwood Circle, Suite # 9, Louisville, KY 40223(Address of principal executive offices)
  (Zip Code)

(502)
  339-4000Registrants telephone number, including area code:

Securities
  registered pursuant to section 12 (b) of the Act:None

Securities
  registered pursuant to section 12 (g) of the Act: Common
  Stock,no par value per
  share



Check
  whether the registrant has filed all documents and reports required to be filed
  by Section 12, 13 or 15(d) of the Securities Exchange Act after the distribution
  of securities under a plan confirmed by a court:  Yes x
  No o



APPLICABLE
  ONLY TO CORPORATE ISSUERS:



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

> Common Stock, no par value, 54,370,517 shares
>     at March 31, 2004

Transitional Small Business Disclosure
  Format (check one):Yes
  o Nox










LOGISTICS
  MANAGEMENT RESOURCES, INC.
  Form 10-QSB 
  Quarter Ended March 31, 2004

INDEX

|              |  |                                                                        | Page
|------------- |  | ---------------------------------------------------------------------- | ----
|              |  |                                                                        |     
|PART
      I  |  | FINANCIAL
      INFORMATION                                            | 2   
|              |  |                                                                        |     
|Item
      1. |  | Financial
      Statements                                             | 2   
|              |  | Condensed
      Balance Sheets at March 31, 2004 and                   |     
|              |  | December
      31, 2003                                                | 3   
|              |  | Condensed
      Statements of Operations for the Three Months Ended    |     
|              |  | March
      31, 2004 and 2003                                          | 4   
|              |  | Condensed
      Statement of Stockholders Equity (Impairment) for the |     
|              |  | Three
      Months Ended March 31, 2004 and 2003                       | 5   
|              |  | Condensed
      Statements of Cash Flows for the Three Months Ended    |     
|              |  | March
      31, 2004 and 2003                                          | 6   
|              |  | Notes
      to the Condensed Consolidated Financial Statements         | 7   
|              |  |                                                                        |     
|Item
      2. |  | Managements
      Discussion and Analysis                             | 8   
|              |  |                                                                        |     
|Item
      3. |  | Controls
      and Procedures                                          | 10  
|              |  |                                                                        |     
|PART
      II |  | OTHER
      INFORMATION                                                | 10  
|              |  |                                                                        |     
|Item
      1. |  | Legal
      Proceedings                                                | 10  
|Item
      6. |  | Exhibits
      and Reports on Form 8-K                                 | 12  
|              |  |                                                                        |     
|              |  | SIGNATURES                                                             | 13  
|              |  | EXHIBITS                                                               | 14  

|
|
|

1

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PART
  I  FINANCIAL INFORMATION

ITEM 1. 
  FINANCIAL STATEMENTS

The
  unaudited condensed balance sheet of the Registrant as of March 31, 2004, the
  audited balance sheet at December 31, 2003, and the unaudited condensed profit
  and loss statements for the three months ended March 31, 2004 and March 31,
  2003 follow. The condensed financial statements reflect all adjustments that
  are, in the opinion of management, necessary to a fair statement of the results
  for the interim periods presented.

Logistics
  Management Resources, Inc.Condensed
  Balance Sheets

|March 31,
      2004*[unaudited]*                                   |   | December
      31, 2003 |  
|------------------------------------------------------------------- | - | ----------------------- | -
|                                                                    |   |                         |  
|                                                                    |   |                         |  
|Current assets                                                      | $ |                        |  
|                                                                    |   |                         |  
|                                                                    |   |                         |  
|Total
      Assets                                                  | $ |                        |  
|                                                                    |   |                         |  
|                                                                   
|Liabilities
      and Stockholders Equity (Impairment)            
|Current Liabilities                                                
|Accrued
      expenses                                              | $ | 317,329                 |  
|Accrued
      interest                                              |   | 3,273,268               |  
|Due
      to related parties                                        |   | 3,119,393               |  
|Loans
      payable                                                 |   | 2,518,000               |  
|Convertible
      debentures                                        |   | 3,793,460               |  
|Net
      liabilities of discontinued operations                    |   | 4,440,657               |  
|                                                                    |   |                         |  
|                                                                    |   |                         |  
|Total
      Current Liabilities                                     |   | 17,462,107              |  
|                                                                    |   |                         |  
|Commitments
      and contingencies                                
|                                                                   
|Stockholders
      Equity (Impairment)                            
|Preferred
      stock, no par value; (10,000,000 shares authorized)
|Series
      A (999,000 shares outstanding)                         |   | 762                     |  
|Series
      B (2,000 shares outstanding)                           |   | 2,000,000               |  
|Series
      C (450,000 shares outstanding)                         |   | 135,000                 |  
|Series
      D (950 shares outstanding)                             |   | 950,000                 |  
|Series
      E (2,300 shares outstanding)                           |   | 2,300,000               |  
|Common
      stock, no par value; 75,000,000 shares authorized,     |   |                        |  
|54,370,517
      shares issued and outstanding                     
|Additional
      paid-in capital                                    |   | 14,592,571              |  
|Accumulated
      (deficit)                                         |   | (37,440,440             | )
|                                                                    |   |                         |  
|                                                                    |   |                         |  
|Total
      Stockholders Equity (Impairment)                       |   | (17,462,107             | )
|                                                                    |   |                         |  
|                                                                    |   |                         |  
|Total
      Liabilities and Stockholders Equity (Impairment)       | $ |                        |  
|                                                                    |   |                         |  

See notes to
  condensed financial statements.

2

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Logistics
  Management Resources, Inc.Condensed
  Statements of Operations

|                                                           | Three Months
      Ended 
      March 31, |           
|---------------------------------------------------------- | ----------------------------------------- | ----------
|
|
|
|
|                                                           |                                           |           
|                                                           |                                           |           
|Net Revenue                                                | $                                         |          
|                                                           |                                           |           
|                                                           |                                           |           
|                                                           |                                           |           
|                                                          
|Operating
      Expenses:                                 
|                                                           |                                           |           
|General
      and administrative                           |                                           | 91,062    
|Depreciation
      and amortization                        |                                           |          
|                                                           |                                           |           
|Interest
      expense                                     |                                           | 28,857    
|                                                           |                                           |           
|                                                           |                                           |           
|Total
      Operating Expenses                             |                                           | 119,919   
|                                                           |                                           |           
|                                                           |                                           |           
|Net
      Loss                                             | $                                         | (119,919  
|                                                           |                                           |           
|                                                           |                                           |           
|                                                           |                                           |           
|                                                           |                                           |           
|Net Loss
      Per Common Share - Basic and fully-diluted  | $                                         | (0.00     
|                                                           |                                           |           
|                                                           |                                           |           
|                                                           |                                           |           
|Weighted
      Average Number of Common Shares Outstanding |                                           | 54,370,517
|                                                           |                                           |           

See notes to
  condensed financial statements.

3

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See notes to
  the condensed financial statements.

5

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Logistics
  Management Resources, Inc.Condensed
  Statements of Cash Flows

|                                                                                  | Three Months
      Ended March 31, |         
|--------------------------------------------------------------------------------- | ---------------------------------- | --------
|
|
|
|
|                                                                                  |                                    |         
|Cash Flows
      From Operating Activities                                        |                                    |         
|                                                                                  |                                    |         
|Net
      Loss                                                                    | $                                  | (119,919
|                                                                                  |                                    |         
|Adjustments
      to Reconcile Net Loss to Net Cash Used                         
|By
      Operating Activities                                                    
|                                                                                  |                                    |         
|Depreciation
      and amortization expense                                       |                                    |        
|Increase
      (Decrease) in Liabilities                                         
|                                                                                  |                                    |         
|Accrued
      expenses                                                            |                                    | (3,014  
|                                                                                  |                                    |         
|                                                                                  |                                    |         
|Accrued
      interest                                                            |                                    | 28,857  
|                                                                                  |                                    |         
|                                                                                  |                                    |         
|Net Cash
      (Used by) Operating Activities                                     |                                    | (94,076 
|                                                                                  |                                    |         
|                                                                                 
|Cash Flows
      from Financing Activities                                       
|                                                                                  |                                    |         
|                                                                                  |                                    |         
|Advances
      from related parties                                               |                                    | 94,076  
|                                                                                  |                                    |         
|Net Cash
      Provided by Financing Activities                                   |                                    | 94,076  
|                                                                                  |                                    |         
|Net Change
      in Cash                                                          |                                    |        
|Cash at beginning
      of period                                                 |                                    |        
|                                                                                  |                                    |         
|Cash at end
      of period                                                       | $                                  |        
|                                                                                  |                                    |         
|                                                                                  |                                    |         
|                                                                                  |                                    |         
|SUPPLEMENTAL
      SCHEDULE OF NON-CASH INVESTING AND FINANCING 
      ACTIVITIES |                                   
|                                                                                 
|Accrued
      interest reclassified to Convertible Note due                      
|to
      related parties                                                          | $                                  | 28,857  
|                                                                                  |                                    |         

See notes to
  condensed financial statements.

6

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Logistics
  Management Resources, Inc.Notes
  to the Condensed Financial Statements

Note 1 - Basis
  of presentation

The interim financial
  statements included herein are presented in accordance with United States generally
  accepted accounting principles and have been prepared by the Registrant, 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 generally accepted accounting
  principles have been condensed or omitted pursuant to such rules and regulations,
  although the Registrant believes that the disclosures are adequate to make the
  information presented not misleading.

These statements
  reflect all adjustments, consisting of normal recurring adjustments, which,
  in the opinion of management, are necessary for fair presentation of the information
  contained therein. The Registrants operating results for the three months
  ended March 31, 2004, and 2003 are not necessarily indicative of the results
  that may be or were expected for the respective years ended December 31, 2004,
  and 2003. It is suggested that these interim financial statements be read in
  conjunction with the audited financial statements and notes thereto of the Registrant
  included in its Form 10-KSB for the period ended December 31, 2003.

Since November
  2000, principally as a result of the Registrants inability to continue
  the operations of its failing freight transportation service, the Registrant
  has not had any revenue from operations. During this period, the Registrant
  has been primarily involved in resolving the affairs of its creditors and other
  investors. In connection with the Registrants settlement with GE Credit
  Corp. in September 2002, the Registrant formally disposed of its remaining interest
  in its former transportation unit, freeing the Registrant to consider searching
  for a profitable privately owned company with which to seek a business combination.
  Accordingly, and despite the fact that management does not consider the Registrant
  to be a development stage company, it is possible that the Registrant could
  be considered to be a blank check company. As defined in Section 7(b) (3) of
  the Securities Act of 1933, as amended, a blank check company is
  one that has no specific business plan or purpose or has indicated that its
  business plan is to engage in a merger or an acquisition with an unidentified
  company or companies and is issuing penny stock securities as defined
  in Rule 3(a) (51) of the Securities Exchange Act of 1934, as amended, in that
  connection. The Securities and Exchange Commission and many states have enacted
  statutes, rules and regulations limiting the sale of securities of blank check
  companies.

Note 2 
  Income Taxes (Benefits)

At December 31,
  2003, the Registrant had available approximately $37,000,000 of net operating
  loss carryforwards, which expire between December 31, 2008 and December 31,
  2021, that may be used to reduce future taxable income.

7

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Note 3 - Related
  Party Transactions

During September
  2002, and as previously reported in the Registrants From 10-KSB Annual
  Report of the fiscal year ended December 31, 2003, the Registrant consolidated
  $856,916 previously owed to Brentwood Capital Corp. with an additional $875,000
  into a September 27, 2002, 6%, secured convertible promissory note in the aggregate
  principal amount of $1,731,906 (the Note). The additional $875,000
  was utilized by the Registrant to fund its September 27, 2002, settlement of
  the GE Capital Corporation litigation. Brentwood Capital Corp. is a privately
  owned New York merchant banking corporation that by virtue of the conversion
  rights to 195,267,157 shares (at March 31, 2004) under the Note may be deemed
  to be a principal stockholder of the Registrant (Brentwood). The
  Note is payable in 60 equal monthly installments of $33,287 together with 6%
  interest on the first day of each month commencing December 2002, through November
  2007. The Convertible Note is secured by all of the Registrants assets,
  and all or any portion of the balance due under the Note may be converted into
  common shares at any time prior to October 1, 2007, at $.01 per share.

At March 31, 2004,
  the Registrant was unable to make any of the scheduled payments to Brentwood.
   Accordingly, and pursuant to a written amendment agreement of even date:
  (i) the due date of the Note was extended to November 2009; (ii) the commencement
  of principal payments was deferred to December 1, 2004; (iii) all interest due
  and owing from September 27, 2002, through September 27, 2004, shall be due
  and payable by the Registrant in one lump sum on October 1, 2004; and (iv) all
  additional interest shall be due and payable monthly, in arrears commencing
  on November 1, 2004. Accrued interest applicable to the Note during the three
  months ended March 31, 2004, was $28,857.

Note 4 
  Per Share Results

The common share
  equivalents associated with the Registrants convertible debentures, and
  Preferred Stock issued and outstanding were not included in computing per share
  results as their effects were anti-dilutive.

ITEM 2.  MANAGEMENTS DISCUSSION AND ANALYSIS

The following
  discussion contains forward-looking statements regarding the Registrant, its
  business, prospects and results of operations that are subject to certain risks
  and uncertainties posed by many factors and events that could cause the Registrants
  actual business, prospects and results of operations to differ materially from
  those that may be anticipated by such forward-looking statements. Factors that
  may affect such forward-looking statements include, without limitation, the
  Registrants ability to resolve the affairs of its creditors and other
  investors; or to locate and thereafter negotiate and consummate a business combination
  with a profitable privately owned company.When used in this discussion, words such as believes, anticipates,
  expects, intends, and similar expressions are intended
  to identify forward-looking statements,

8

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but are not the
  exclusive means of identifying forward-looking statements.  Readers are
  cautioned not to place undue reliance on these forward-looking statements, which
  speak only as of the date of this report. The Registrant undertakes no obligation
  to revise any forward-looking statements in order to reflect events or circumstances
  that may subsequently arise. Readers are urged to carefully review and consider
  the various disclosures made by us in this report and other reports filed with
  the Securities and Exchange Commission that attempt to advise interested parties
  of the risks and factors that may affect the Registrants business.

Three Month
  Periods Ended March 31, 2004 and 2003:

Revenue -
  The Registrant had no revenues during the three months ended March 31, 2004
  (1Q4) and the three months ended March 31, 2003 (1Q3)
  as a direct result of the Registrants discontinuance in November 2000
  of the operation of its failing freight transportation services business. The
  Registrant continues working through the restructure of its debt and the mitigation
  of outstanding litigation.

Operating Expenses
   - Operating expenses for 1Q4 and 1Q3 did not include direct costs also
  as a result of the Registrants discontinuance, in November 2000, of the
  operations of its failing freight transportation business.  The balance
  of operating expenses for 1Q4 were $119,919 compared to $27,979 for 1Q3, an
  increase of $91,940 or 329%.  This increase was principally attributable
  to the increased accomplishments of the Registrant in resolving the claims of
  its previous creditors, and the maintenance of its reporting requirements and
  good standing, and the cost of its search for one or more profitable merger
  candidates.

Loss before
  Discontinued Operations  -  As a result of the foregoing,
  operating loss before discontinued operations for 1Q4 was $(119,919) compared
  to $(27,979) for 1Q3.

Discontinued
  Operations There were no adjustments to the Registrants estimate
  of its loss from discontinued operations during 1Q4 or 1Q3.

Net Income
  (Loss)   Accordingly, the Registrant experienced a net loss of
  $(119,919) for 1Q4 compared to a net loss of $(27,979) for 1Q3, resulting in
  per share results of $(0.00) and $(0.00), respectively.

Liquidity and
  Capital Resources.

The Registrant
  does not have any capital resources.  Consistent with the discontinuance
  its failing freight transportation services business in November 2000, and its
  subsequent disposition in connection with arranging the funding of the GE Credit
  Corp. settlement in September 2002, the Registrants principal activity
  has been centered in resolving the claims of its former creditors so it may
  consider a business combination. In this connection, Midwest Merger Management,
  LLC (Midwest), a private investment entity, which through its ownership
  of common and preferred shares may be deemed to own and control 19.5% of the
  Registrant, and Brentwood CapitalCorp.
  (Brentwood), a private merchant bank and holder of a Convertible
  Note with conversion rights at March 31, 2004 to

9

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195,267,157
  sharesor 59.6%
  of the Registrants voting securities, have agreed to provide Registrant
  with reasonable legal, accounting and administrative resources to resolve its
  affairs and conduct its search for a business combination candidate. Accordingly,
  the Registrant is entirely dependent upon: (i) Midwest providing the Registrant
  with certain advisory services in connection with the resolution of its affairs
  on favorable terms; (ii) the willingness of Brentwood to provide the Registrant
  with certain office and administrative facilities and to fund virtually all
  of the Registrants settlements with its creditors; and (iii) the Registrants
  successful business combination with a profitable operating company.  There
  can be no assurances that Midwest will be successful in resolving all or substantially
  all of Registrants affairs, that Brentwood will fund any further settlements,
  or that the combined efforts of Midwest and Brentwood will lead to a successful
  business combination.

ITEM
  3.          CONTROLS AND PROCEDURES

(a) Evaluation
  of Disclosure Controls and Procedures

The Registrant
  maintains controls and procedures designed to ensure that information required
  to be disclosed in the reports that the Registrant files or submits under the
  Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
  and reported within the time periods specified in the rules and forms of the
  Securities and Exchange Commission. Based upon their evaluation of those controls
  and procedures performed within 90 days of the filing date of this report, the
  Chief Executive and Chief Financial officers of the Registrant concluded that
  the Registrants disclosure controls and procedures were adequate.

(b) Changes
  in Internal Controls

The Registrant
  made no significant changes in its internal controls or in other factors that
  could significantly affect these controls subsequent to the date of the evaluation
  of those controls by the Chief Executive and Chief Financial officers.

PART
  II  OTHER INFORMATION

ITEM
  1.          LEGAL PROCEEDINGS

The Registrant
  is a party to certain threatened or pending legal matters, the status of which
  has changed during the three months ended March 31, 2004 as follows:

Boutine Capital,
  II, LLC.   Boutine Capital, II, LLC and its principal Gary J.
  Graham have filed a Third-Party Complaint against the Registrant and several
  of its officers in an action commenced by A.B. Goldberg, as plaintiff, in the
  District Court of the State of Colorado, Arapahoe County. The Registrant and
  the other parties executed a Settlement and Release for this and other matters
  involving these and other parties.

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Pursuant to the
  terms of the settlement, the Registrant would issue 1,000,000 shares of its
  common stock to Boutine, Boutine would return an aggregate of 6,220,000 shares
  of previously issued common stock, and the payment of $125,000 in cash and a
  promissory note of $75,000. The terms of the settlement have not yet been fully
  performed by the parties.

11

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ITEM
  6.          EXHIBITS AND REPORTS
  ON FORM 8-K

(a) 
  Exhibits

|15   | Report
      of Independent Accountants dated May 15, 2004.                          
|---- | -------------------------------------------------------------------------------------
|31.1 | Certification
      of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|31.2 | Certification
      of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|32   | Certifications
      Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.      

(b)  Reports
  on Form 8-K:  None.

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.

|LOGISTICS MANAGEMENT
      RESOURCES, INC.
|------------------------------------------
|                                          
|Dated:  May 15,
      2004                
|                                          
|By: /s/  Danny
      L.  Pixler           
|                               
|Danny L. Pixler, Chief
      Executive    
|and Financial Officer,
      and Director 

12

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Exhibit
  Index

|15   | Report
      of Independent Accountants dated May 15, 2004.                          
|---- | -------------------------------------------------------------------------------------
|31.1 | Certification
      of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|31.2 | Certification
      of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|32   | Certifications
      Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.      

13

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