SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10QSB


                  Quarterly Report under Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


For Quarter Ended                                      Commission File Number
January 31, 2004                                             0-29670

                             DYNADAPT SYSTEM, INC.
                         -------------------------------
                              (Name of Registrant)

                  Colorado                             84-1491159
         ------------------------                    --------------------
         (State of incorporation)                    (I.R.S. Employer
                                                     Identification No.)


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

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


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 the  filing
requirements for at least the past 90 days.

                            Yes          No    X
                                -----        -----

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

                  485,500 common shares as of January 31, 2004


<PAGE>



<PAGE>



                              DYNADAPT SYSTEM, INC.
                          (A Development Stage Company)
                              Financial Statements
              For the Three and Nine-Months Ended January 31, 2004
                                   (Unaudited)








<PAGE>


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


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








                             AUDITORS' REVIEW REPORT


Board of Directors
Dynadapt System, Inc.
Denver, CO

We have reviewed the accompanying balance sheet of Dynadapt System, Inc. (A
Development Stage Company) as of January 31, 2004, and the related statements of
operations for the three-month and nine-month periods ended January 31, 2004 and
2003 and the period April 30, 1998 (inception) to January 31, 2004, and cash
flows for the nine-months ended January 31, 2004 and 2003, and the period April
30, 1998 (inception) to January 31, 2004 include in the accompanying Securities
and Exchange Commission Form 10-QSB for the period ended January 31, 2004. These
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 and the PCAOB,
the objective of which is the expression of an opinion regarding the financial
statements 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 financial statements for them to be in conformity
with accounting principles generally accepted in the United States.

We have previously audited, in accordance with auditing standards generally
accepted in the United States, the balance sheet of April 30, 2003, and the
related statements of operations, stockholders' equity and cash flows for the
year then ended (not presented herein). In our report dated October 12, 2004, we
expressed an unqualified opinion of those financial statements. In our opinion,
the information set forth in the accompanying balance sheet as of January 31,
2004 is fairly stated in all material respects in relation to the balance sheet
from which it has been derived.

Michael Johnson & Co., LLC
Denver, CO
December 7, 2004
/s/Michael Johnson & Co., LLC

<PAGE>
<TABLE>
<CAPTION>



                             DYNADAPT SYSTEMS, INC.
                          (A Development Stage Company)
                                 Balance Sheets
                                  (Unaudited)






                                                                                   January 31,                April 30,
                                                                                       2004                      2003
                                                                                  ---------------           ---------------
<S>                                                                               <C>                       <C>

ASSETS

Current Assets
     Cash & Cash Equivalents                                                                 $ -                       $ -
     Accounts Receivable                                                                       4                         4
                                                                                  ---------------           ---------------

          Total Current Assets                                                                 4                         4
                                                                                  ---------------           ---------------

TOTAL ASSETS                                                                                 $ 4                       $ 4
                                                                                  ===============           ===============


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
     Accounts Payable                                                                      $ 390                     $ 390
     Note Payable - Stockholder                                                              800                       800
                                                                                  ---------------           ---------------

          Total Current Liabilities                                                        1,190                     1,190
                                                                                  ---------------           ---------------

Stockholders' Equity
     Common Stock. $0.0001 par value, 100,000,000 shares authorized                           48                        48
     485,500 shares issued and outstanding in 2004 and 2003
     Additional paid-in capital                                                           23,506                    23,506
     Deficit accumulated during the development stage                                    (24,740)                  (24,740)
                                                                                  ---------------           ---------------
                                                                                  ---------------           ---------------
TOTAL STOCKHOLDERS' EQUITY                                                                (1,186)                   (1,186)
                                                                                  ---------------           ---------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                   $ 4                       $ 4
                                                                                  ===============           ===============

</TABLE>
See Accountants Review Report


<PAGE>
<TABLE>
<CAPTION>

                             DYNADAPT SYSTEMS, INC.
                          (A Development Stage Company)
                            Statements of Operations
                                  (Unaudited)

                                                     Three Months ended             Nine Months ended        April 30, 1998
                                                        January 31,                    January 31,             Inception to
                                                    2004            2003            2004           2003         January 31, 2004
                                                    ----            ----            ----           ----         ----------------
<S>                                              <C>             <C>             <C>            <C>               <C>


REVENUES

   Miscellaneous Revenue                             $ -             $ -             $ -            $ -                 $ -
                                                 -------         -------         -------        -------           ---------
Gross Profit                                           -               -               -              -                   -

EXPENSES
     Consulting                                        -               -               -              -              17,830
     Accounting                                        -               -               -              -               6,250
     Office Expenses                                   -               -               -              -                 438
     Bank Charges                                      -               -               -              -                 410
                                                 -------         -------         -------        -------           ---------
Total Operating Expenses                               -               -               -              -              24,928

Net Loss from Operations                               -               -               -              -             (24,928)
                                                 -------         -------         -------        -------           ---------
Other Income and Expenses
     Interest income                                   -               -               -              -                 188
                                                 -------         -------         -------        -------           ---------
                                                     $ -             $ -             $ -            $ -           $ (24,740)
                                                 =======         =======         =======        =======           =========
Per Share Information

Profit (Loss) per common share                     *               *               *              *
                                                 =======         =======         =======        =======
Weighted average number of shares outstanding    485,500         485,500         485,500        485,500
                                                 =======         =======         =======        =======

* Less than $.01

</TABLE>
See Accountants Review Report


<PAGE>
<TABLE>
<CAPTION>



                              DYNADAPT SYSTEM, INC.
                          (A Development Stage Company)
                         Stockholders' Equity (Deficit)
                                 January 31, 2004
                                  (Unaudited)
                                                                                              Deficit
                                                                                              Accumulated
                                                  Common Stocks            Additional        During the          Total
                                                                             Paid-In        Development      Stockholders'
                                             Shares           Amount         Capital           Stage             Equity
                                             ------           ------         -------           -----             ------

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


Issuance of Stock for Services                 250,000              25               -                  -                25

Issuance of Stock for Cash                     233,000              23          23,277                  -            23,300

Issuance of Stock for Cash                       2,500               -             229                  -               229

Net Loss for Period                                  -               -               -             (8,016)           (8,016)

Balance - April 30, 1999                       485,500              48          23,506             (8,016)           15,538
                                               -------            ----         -------          ---------
Net Loss for the Year                                -               -               -            (15,706)          (15,706)
                                               -------            ----         -------          ---------
Balance - April 30, 2000                       485,500              48          23,506            (23,722)             (168)

Net Loss for the Year                                -               -               -               (120)             (120)
                                               -------            ----         -------          ---------          --------
Balance - April 30, 2001                       485,500              48          23,506            (23,842)             (288)

Net Loss for the Year                                -               -               -               (898)             (898)
                                               -------            ----         -------          ---------          --------
Balance - April 30, 2002                       485,500              48          23,506            (24,740)           (1,186)
                                               -------            ----         -------          ---------          --------
Net Loss for the Year                                -               -               -                  -                 -
                                               -------            ----         -------          ---------          --------
Balance - April 30, 2003                       485,500              48          23,506            (24,740)           (1,186)
                                               -------            ----         -------          ---------          --------
Net Loss for Period                                  -               -               -                  -                 -
                                               -------            ----         -------          ---------          --------
Balance - January 31, 2004                     485,500            $ 48         $23,506          $ (24,740)         $ (1,186)
                                               =======            ====         =======          =========          ========
</TABLE>
See Accountants Review Report


<PAGE>
<TABLE>
<CAPTION>


                              DYNADAPT SYSTEM, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
                                   (Unaudited)
                                Indirect Method


                                                                            Nine Months               April 30, 1998
                                                                         Ended January 31,            Inception to
                                                                       2004             2003          January 31, 2004
                                                                       ----             ----          ----------------
<S>                                                                        <C>              <C>           <C>

Cash Flows from Operating Activities:
     Net Profit (Loss)                                                     $ -              $ -           $ (24,740)
          Stock issued for services                                                                              25
     Adjustments to reconcile net loss to net cash used
       by operating activities
     (Increase) in Accounts Receivable                                       -                -                  (4)
     Increase in Accounts Payable                                            -                -                 390
     Increase in Loans Payable                                               -                -                 800
                                                                           -----            -----         ---------
Net Cash Provided by Operating Activities                                    -                -             (23,529)

Cash Flows from Financing Activities
     Proceeds from stock issuance                                            -                -              23,529
                                                                           -----            -----         ---------
Total Cash from (Used by) Financing Activities                               -                -              23,529
                                                                           -----            -----         ---------
Increase (Decrease) in Cash                                                  -                -                   -

Cash and Cash Equivalents - Beginning of Period                              -                -                   -
                                                                           -----            -----         ---------
Cash and Cash Equivalents - End of Period                                    -                -                   -
                                                                           =====            =====         =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

  Cash paid for interest expense                                           $ -              $ -                $ 20
                                                                           =====            =====         =========
  Cash paid for income taxes                                               $ -              $ -                 $ -
                                                                           =====            =====         =========
NON-CASH TRANSACTIONS
  Stock issued for services                                                $ -              $ -                $ 25
                                                                           =====            =====         =========
</TABLE>
See Accountants Review Report


<PAGE>




                              DYNADAPT SYSTEM, INC.
                          (A Development Stage Company)
                          Note to Financial Statements
                                January 31, 2004
                                   (Unaudited)



Note 1 - Presentation of Interim Information:

In the opinion of the management of Dynadapt System, Inc. (A Development Stage
Company), the accompanying unadudited financial statements include all normal
adjustments considered necessary to present fairly the financial position as of
January 31, 2004 and the results of operations for the three and nine-months
ended January 31, 2004 and 2003 and the period April 31, 1998 (inception) to
January 31, 2004, and cash flows for the nine-months ended January 31, 2004 and
2002 and the period April 30, 1998 (inception) to January 31, 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 April 30, 2003.


Note 2 - Going Concern:

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

The Company is in the development stage and 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 these uncertainties. Management is seeking new capital to revitalize
the Company.

<PAGE>

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

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  Dynadapt
Systems,  Inc.  ("Dyandapt  Systems,  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 Dynadapt  Systems,  Inc. actual results to be
materially  different from any future results  expressed or implied by Dynadapt,
Inc. in those  statements.  Important facts that could prevent Dynadapt Systems,
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 a 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 in 2002 and any Current Reports on Form 8-K filed by the
Company.




<PAGE>

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

RESULTS OF  OPERATIONS  FOR THE QUARTER  ENDED JANUARY 31, 2004 COMPARED TO SAME
QUARTER IN 2003.

     The Company had no revenues  during the quarter  ended  January 31, 2004 or
2003.  The Company  incurred no expenses in the quarter in 2004 or in 2003.  The
net loss for the  quarter  was none in 2004 and in 2003.  The loss per share was
none in the quarter in 2004 and in 2003.

Results of Operation for the Nine Month period ended January 31, 2004 compared
to same period ended January 31, 2003.
- ------------------------------------------------------------------------------

     The Company had no revenues  during the nine month period ended January 31,
2004 nor in the same period ended January 31, 2003.  The Company had no expenses
in the nine month period  ended  January 31, 2004 or in the same period in 2003.
The net loss for the period ended January 31, 2004 was none and none in the same
period ending January 31, 2003. The net loss per share in the period was none in
2004 and 2003.  The trend of operating  losses will continue  until a profitable
business operation can be achieved for which there is no assurance.


Liquidity and Capital Resources
- -------------------------------

     The Company had minimal cash on hand at the end of the period.  The Company
will need to obtain loans from shareholders or make private placements of shares
in order to fund any operations whatsoever. The Company has no committed capital
sources at the date of this report for loans or equity placements.


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.  In the event the
Company is able to complete a business  combination during this period,  lack of
its  existing  capital  may  be a  sufficient  impediment  to  prevent  it  from
accomplishing  the  goal of  completing  a  business  combination.  There  is no
assurance,  however,  that without funds it will ultimately  allow registrant to
carry out any business.

<PAGE>

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

         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" QUALIFICATION

     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 $1,190,  all of which is current, no cash,
nominal other assets, and no capital commitments. The effects of such conditions
could easily be to cause the Company's bankruptcy.

     Management  hopes to develop its business  plan and will need,  at which to
seek and obtain funding, via loans or private placements of stock for operations
debt and to provide working capital.

<PAGE>

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 January 31, 2004 covered by this report,
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.

Trends:  The company expects that the trend of no income and ongoing losses will
continue in the future until a business combination has been made which may
afford revenues and potential cash flows.  No assurance can be made that any
such combination will ever occur.



<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

                  None

ITEM 2.           CHANGES IN SECURITIES

                  None

ITEM 3.           DEFAULT UPON SENIOR SECURITIES

                  None

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

                  None

ITEM 5.           OTHER INFORMATION

                  None

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

                    No  reports  on Form 8-K were made for the  period for which
               this report is filed.



<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.

Date: December 9, 2004



                                     Dynadapt System, Inc.


                                     /s/ Wesley F. Whiting
                                     -------------------------------------------
                                     Wesley F. Whiting, President