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

Form 10-QSB

(Mark One)

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

For the quarterly period ended  June 30, 2004

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

For the transition period from __________ to __________

Commission file number  000-50011

|SINEWIRE NETWORKS INC.                                           
|-----------------------------------------------------------------
|(Exact name of small business issuer as specified in its charter)

|Nevada                                                         |  | 98-0358040                       
|-------------------------------------------------------------- |  | ---------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)

|#1208-1030 West Georgia Street, Vancouver, British Columbia, Canada, V6E 2Y3
|----------------------------------------------------------------------------
|(Address of principal executive offices)                                    

|(604) 662-7900             
|---------------------------
|(Issuer's telephone number)

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

| |  |           
| |  | ----------
| |  | (Zip Code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the 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 [ ]     No [ ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.     Yes [ ]     No  [ ]

APPLICABLE ONLY TO CORPORATE REGISTRANTS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:  44,516,000 common shares issued and outstanding as of August 1, 2004

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

-2-

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

SINEWIRE NETWORKS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
June 30, 2004



|ASSETS                                                                                                 |         
|------------------------------------------------------------------------------------------------------ | --------
|                                                                                                       |         
|Current assets                                                                                         |         
|Cash                                                                                                   | $ 88    
|                                                                                                       |         
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                  |         
|                                                                                                       |         
|Current liabilities:                                                                                   |         
|Accounts payable and accrued expenses                                                                  | $ 7,834 
|Note payable - shareholder                                                                             | 19,839  
|Total current liabilities                                                                              | 27,673  
|                                                                                                       |         
|Commitments                                                                                            |         
|                                                                                                       |         
|STOCKHOLDERS' DEFICIT:                                                                                 |         
|Common stock, $.001 par value, 200,000,000 shares
authorized, 44,516,000 shares issued and outstanding | 44,516  
|Additional paid in capital                                                                             | 16,934  
|Deficit accumulated during the development stage                                                       | (89,035)
|Total Stockholders' Deficit                                                                            | (27,585)
|                                                                                                       |         
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                            | $ 88    

-3-

SINEWIRE NETWORKS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
Three Months and Six Months Ended June 30, 2004 and 2003
and Period from October 4, 2001 (Inception) through June 30, 2004

|                                     | Three Months Ended 
June 30, |  | Six Months Ended
June 30, |  | Inception through 
June 30,
|------------------------------------ | ---------------------------- |  | ------------------------- |  | ---------------------------
|                                     | 2004                         |  | 2003                      |  | 2004                       
|                                     |                              |  |                           |  |                            
|General and administrative           | $ 6,569                      |  | $ 2,867                   |  | $ 7,351                    
|                                     |                              |  |                           |  |                            
|Interest expense                     | -                            |  | -                         |  | -                          
|                                     |                              |  |                           |  |                            
|Net loss                             | $ (6,589)                    |  | $ (2,867)                 |  | $ (7,351)                  
|                                     |                              |  |                           |  |                            
|Net loss per share:                  |                              |  |                           |  |                            
|Basic and diluted                    | $ (0.00)                     |  | $ (0.00)                  |  | $ (0.00)                   
|                                     |                              |  |                           |  |                            
|Weighted average shares outstanding: |                              |  |                           |  |                            
|Basic and diluted                    | 44,516,000                   |  | 44,516,000                |  | 44,516,000                 

-4-

SINEWIRE NETWORKS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 2004 and 2003
and Period from October 4, 2001 (Inception) through June 30, 2004



|                                                                           | Six Months Ended
June 30, |  | Inception through
June 30,
|-------------------------------------------------------------------------- | ------------------------- |  | --------------------------
|                                                                           | 2004                      |  | 2003                      
|CASH FLOWS FROM OPERATING 
ACTIVITIES                                      |                           |  |                           
|Net loss                                                                   | $ (7,351)                 |  | $ (22,558)                
|Adjustments to reconcile net deficit to cash used by operating activities: |                           |  |                           
|Net change in:                                                             |                           |  |                           
|Prepaid expenses                                                           | -                         |  | 1,200                     
|Accounts payable and accrued 
expenses                                     | 525                       |  | 2,222                     
|                                                                           |                           |  |                           
|CASH FLOWS USED IN OPERATING 
ACTIVITIES                                   | (6,826)                   |  | (19,136)                  
|                                                                           |                           |  |                           
|CASH FLOWS FROM FINANCING 
ACTIVITIES                                      |                           |  |                           
|Proceed from the sale of common 
stock                                     | -                         |  | 18,000                    
|Proceeds from note payable - 
shareholder                                  | 6,909                     |  | -                         
|                                                                           |                           |  |                           
|CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                                | 6,909                     |  | 18,000                    
|                                                                           |                           |  |                           
|NET INCREASE (DECREASE) IN CASH                                            | 83                        |  | (1,136)                   
|Cash, beg. of period                                                       | 5                         |  | 1,516                     
|Cash, end of period                                                        | $ 88                      |  | $ 380                     

-5-



SINEWIRE NETWORKS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS



NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Sinewire Networks, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's registration statement filed with the SEC on Form 10-KSB. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2003 as reported in Form 10-KSB, have been omitted.



NOTE 2 - NOTE PAYABLE - SHAREHOLDER

Sinewire has unsecured promissory notes of $19,839 with two shareholders. The notes bear interest at 8%. The promissory notes and interest are payable upon demand.



NOTE 3 - COMMON STOCK

On April 15, 2004 Sinewire approved an 8 for 1 stock split. The financial statements and footnotes have both been adjusted to show this split. The articles of incorporation were also amended to bring the authorized shares from 25,000,000 to 200,000,000. All share and per share amounts have been restated to reflect the retroactive effect of the stock split.

-6-

Item 2.  Management's Discussion and Analysis or Plan of Operation.

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in conformity with generally accepted accounting principles in the United States of America for interim financial statements. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report.

As used in this quarterly report, the terms "we", "us", "our company", and "Sinewire" mean Sinewire Networks Inc., unless otherwise indicated. All dollar amounts refer to US dollars unless otherwise indicated.

THE FOLLOWING DISCUSSION AND ANALYSIS PROVIDES INFORMATION WHICH OUR MANAGEMENT BELIEVES IS RELEVANT TO AN ASSESSMENT AND UNDERSTANDING OF OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION. THIS DISCUSSION SHOULD BE READ TOGETHER WITH OUR FINANCIAL STATEMENTS AND THE NOTES TO FINANCIAL STATEMENTS WHICH ARE INCLUDED IN THIS REPORT, AND WITH OUR COMPANY'S FORM 10-KSB.

General

We are a start-up wireless communications service provider. We intend to provide wireless communications to underserved markets throughout North America. We have not yet commenced the engineering of our proposed wireless networks, or the marketing and deployment of our proposed services.

Since inception on October 4, 2001, our company has been engaged as a start-up wireless communications service provider. We have no assets or business operations. We have only just completed our business plan to supply wireless high-speed Internet services, and other complementary Internet and telecommunications services. Our company's principal capital resources have been acquired through issuance of common stock.

Other than as set out herein, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.

We intend to provide a telecommunications delivery service to businesses, Internet Service Providers (ISPs) and telecommunication companies in underserved markets in North America. Our proposed networks will act as a conduit for the transmission of wireless high speed and complementary Internet and telecommunications services. In particular, we intend to provide high speed wireless Internet access from the main Internet backbone to our customers. The Internet backbone is the high-speed line or series of connections that forms the major pathway

-7-

within for the Internet. We intend to accomplish this through the establishment of strategic relationships with complementary businesses within the target markets. Potential strategic partners include the telecommunications companies that supply the main fiber Internet backbone to which we will connect and property companies possessing roof rights needed for the deployment of the services. We have not obtained any such strategic partners to date.

There are six potential revenue streams which we are targeting in our proposed business plan:

- Leasing of a high speed telecommunication link to increase the amount of data that can be transmitted for an Internet connection.

- Installations for wireless Internet connection services

- Telephony - this involves the use of the Internet for transmission of voice, fax and/or video

- Establishing private networks of computers that are at least partially connected by public phone lines.

- On-line services such as e-mail, hosting of Internet web sites & security solutions

- Network/ LAN extensions (a LAN, or local area network, is a short-distance network used to link a group of computers together within a building.)

Unless we are able to derive revenue from any or all of these six potential sources our proposed business operations will fail.

Results of Operations

Our company posted losses of $7,351 for the six months ending June 30, 2004, losses of $22,558 for the six months ended June 30, 2003 and losses of $89,035 since inception to June 30, 2004. The principal component of the losses were for consulting fees, general and administrative expenses.

Operating expenses for the six months ending June 30, 2004 were $7,351, compared to our operating expenses for the six months ending June, 2003 of $22,558 and our expenses from inception to June 30, 2004 which were $89,035.

Financial Condition, Liquidity and Capital Resources

At June 30, 2004, we had a working capital deficiency of $27,585.

At June 30, 2004, our company's total assets of $88 consists of cash.

At June 30, 2004, our company's total liabilities were $27,673.

Our company has not had revenues from inception. As of the date of this report there is insufficient capital to complete our business plan. We were currently trying to obtain additional financing in the form of a private placement or shareholder loans to obtain the capital necessary to survive and implement our business plans. However, to date we have been unsuccessful obtaining such financing and we may be unable to fully implement our business plan as a result of this. Our directors are continuing to conduct an in-depth analysis of our business plan and related future opportunities for wireless companies. To better protect stockholder interests and provide future appreciation, we may concurrently pursue other opportunities or initiatives as an extension to our existing business.

Our company has no long-term debt and does not regard long-term borrowing as a good, prospective source of financing.

-8-

Plan of Operation

Our primary objectives over the 12 months ending June 30, 2005, will be to continue efforts to raise additional financing to implement our business plan, commence efforts to attract management with experience in the wireless sector and financing contacts, and concurrently continue our consideration of other opportunities or initiatives as an extension to our current business.

Cash Requirements

Over the next twelve months we require financing in the amount of at least $160,000 to initiate the deployment of a wireless network and for marketing efforts, as follows:

Estimated Funding Required During the Next Twelve Months



|General and Administrative | $10,000                                         
|-------------------------- | ------------------------------------------------
|                           |                                                 
|Operations                 |                                                 
|                           | Wireless service, marketing and deployment costs
|                           |                                                 
|Working Capital            | $10,000                                         
|                           |                                                 
|Total                      | $160,000                                        

As at June 30, 2004, we had a working capital deficiency of $27,585. We anticipate that we will have to raise additional cash of a minimum of $160,000 as soon as possible, to allow us to commence deployment of our wireless network and to provide us with approximately $10,000 in working capital to continue our normal operations. We plan to raise the capital required to meet these immediate short-term needs, and additional capital required to meet the balance of our estimated funding requirements for the twelve months, primarily through the private placement of our securities. However, to date we have been unsuccessful obtaining any such financing and we may be unable to fully implement our business plan as a result of this. Our directors are continuing to conduct an in-depth analysis of our business plan and related future opportunities for wireless companies. To better protect stockholder interests and provide future appreciation, we may concurrently pursue other opportunities or initiatives as an extension to our existing business.

There are no assurances that we will be able to obtain further funds required for our continued operations. We are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.

Going Concern

The consolidated audited financial statements included with this quarterly report have been prepared on the going concern basis which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business. Accordingly, the consolidated audited financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.

In order to continue as a going concern, we require additional financing. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to continue as a going concern, we would likely be unable to realize the carrying value of our assets reflected in the balances set out in the preparation of the consolidated financial statements.

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on the consolidated financial statements for the year ended December 31, 2003, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our consolidated

-9-

financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon obtaining further financing, successful and sufficient market acceptance of our services, the continuing successful development of our wireless telecommunications delivery services, and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Research and Development

We do not anticipate that we will expend any significant monies on research and development over the next twelve months.

Purchase or Sale of Equipment

We do not anticipate that we will expend any significant amount on equipment for our present or future operations. We may purchase computer hardware and software for our ongoing operations.

Personnel

As of June 30, 2004, our president, Patrick Ward, and our secretary, Hani Zabanah, are the only employees of our company. They handle all of the responsibilities in the area of corporate administration, business development and research. If our wireless communications service provider business is successful and we experience rapid growth, our current officers and directors will be required to hire new personnel to improve, implement and administer our operational, management, financial and accounting systems.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our unaudited financial statements and accompanying notes have been prepared in conformity with generally accepted accounting principles in the United States of America for interim financial statements. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates.

Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period.

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

RISK FACTORS

We have no operating history and have maintained losses since inception which we expect to continue into the future. We have never had any revenues to date.

We were incorporated on October 4, 2001 and only just recently completed our business plan to provide wireless high speed Internet. We have not commenced operations or realized any revenues to date. We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception is

-10-

$89,035. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to generate ongoing revenues and our ability to compete with more established wireless service provider companies

Based upon our proposed plans, we expect to incur significant operating costs and net losses in future periods. This will happen because there are substantial costs and expenses associated with the research, development and marketing of software. We may fail to generate revenues in the future. Failure to generate revenues will cause us to go out of business.

We require additional financing to implement our proposed business plan and to market and deploy our proposed wireless service networks. If we do not raise more financing we will not be able to continue our proposed operations and you will lose your entire investment.

We need financing to complete and implement our proposed business plan and to market and deploy our proposed wireless service networks. If we are unable to raise more financing we will not be able to undertake our proposed business operations and you will lose your entire investment. In addition, we may:

- incur unexpected costs in implementing our proposed business plan and/or the marketing and deploy of our proposed wireless service networks;

- incur delays and additional expenses as a result of technology failure;

- be unable to create a substantial market for proposed wireless networks; or

- incur significant and unanticipated expenses.

The occurrence of any of the aforementioned events could adversely affect our ability to meet our business plans. We will depend exclusively on outside capital to pay for the marketing and deployment of our proposed wireless networks. Such outside capital may include borrowing. Capital may not be available to meet these continuing development costs or, if the capital is available, it may not be on terms acceptable to us. The issuance of additional equity securities by us would result in a significant dilution in the equity interests of our current stockholders. Obtaining loans, assuming those loans would be available, will increase our liabilities and future cash commitments. If we were unable to obtain financing in the amounts required our proposed business will fail and you will lose your entire investment.

Our officers and directors lack experience in the wireless service provider industry and will be devoting only a fraction of their professional time to our activities. If our estimates related to expenditures are erroneous our business will fail and you will lose your entire investment.

Our officers and directors have little or no direct experience in the management or operation wireless service provider. They will be relying on advice from engineers and consultants that they hire. In the future we will be required to recruit management with more expertise in the wireless service provider industry and we may be unable to do this. In the mean time, our current officers and directors will be devoting only approximately 5% of their professional time to our operations. Our management's lack of experience and devotion of time may make us more vulnerable than others companies to certain risks, and it may also cause us to be more vulnerable to business risks associated with errors in judgment that could have been prevented by more experienced management. In particular, if management's estimates of expenditures are erroneous our business will fail and you will lose your entire investment. Our management's lack of previous experience may harm our operations or cause us to go out of business.

Changes in the wireless communications industry may render our business plans obsolete. If we are unable to keep up with industry changes our proposed business will fail and you will lose your entire investment.

The wireless communications industry is fast paced and rapidly changing. Our plans as they exist today may not be viable in the future. Shifts in technology, business and consumer demands, use of alternative wireless services by businesses and consumers, and government regulations could hinder our strategy and growth plans. If we cannot

-11-

keep up with changes in the wireless service provider industry our proposed business will fail and you will lose your entire investment. Although we will engage network developers who are experienced in the development of wireless networks, we have no experience in developing and marketing such services. In addition, future advances in the wireless communications industry could lead to new technologies or services competitive with or superior to the proposed services to be provided by us, if any. Those technological advances could also lower the costs of other services that compete with our proposed networks resulting in pricing or performance pressure on our proposed wireless networks, which could harm our proposed business operations.

We face substantial competition from established and new companies in the wireless communications industry. If we are unable to compete with these companies our proposed business will fail and you will lose your entire investment.

We face intense competition from established and new wireless service provider companies. We may not be able to compete effectively with these companies now or in the future. Many of our potential competitors have significantly greater financial, marketing, technical and other competitive resources, as well as greater name recognition, than we have. As a result, our competitors may be able to adapt more quickly to new or emerging technologies and changes in consumer requirements or may be able to devote greater resources to the promotion and sale of their wireless services. We may not be able to compete successfully with our potential and existing competitors. In addition, competition could increase if new companies enter the market or if existing competitors expand their services. An increase in competition could result in price reductions and loss of market share and could have a material adverse effect on our business, financial condition or results of operations. To be competitive we will need to continue to invest in engineering, research and development and sales and marketing. We may not have sufficient resources to make such investments or that we will be able to make the technological advances necessary to remain competitive. In addition, current and potential competitors have established or may in the future establish collaborative relationships among themselves or with third parties, including third parties with whom we have relationships, to increase the visibility and utility of their services. Accordingly, new competitors or alliances may emerge and rapidly acquire significant market share. If we are unable to compete with companies in the wireless service provider industry, our proposed business will fail and you will lose your entire investment.

We may experience unanticipated problems, expenses or delays in deploying our wireless service networks that may cause us to go out of business.

Our ability to successfully develop, produce and sell our software programs and to eventually generate operating revenues will depend on our ability to:

- successfully market and deploy our wireless service networks;

- successfully continue to enhance our networks to keep pace with changes in technology and changes demanded by users of such services; and

- obtain the necessary financing to implement our business plan.

Given that we have no operating history, no revenues and only losses to date, we may not be to achieve any of these goals and we may never develop a sufficiently large customer base to be profitable. Unscheduled delays in development of our proposed wireless networks, if any, or the implementation of our sales program could result in lost or delayed revenues. Delays and related increases in costs in the development of our wireless networks or the implementation of our sales and marketing program could result from the following causes:

- delays in the development and engineering of our wireless network;

- delays in hiring or retaining experienced wireless communications engineers;

- delays in locating and hiring experienced sales and marketing professionals; and

- delays caused by other events beyond our control.

-12-

Any significant delay in the development, testing and release of our proposed services or a delay in the implementation of our sales and marketing program could result in increased costs and could cause our proposed business to fail.

We expect to experience significant and rapid growth in the scope and complexity of our proposed business as we proceed with our proposed marketing and deployment of our wireless networks. If we are unable to hire staff to handle sales and marketing of our services and manage our operations, our growth could harm our future business results and may strain our managerial and operational resources.

As we proceed with the marketing and deployment of our wireless networks, we expect to experience significant and rapid growth in the scope and complexity of our business. We will need to hire staff to market our services, manage operations, handle sales and marketing efforts and perform finance and accounting functions. We will be required to hire a broad range of personnel in order to successfully advance our operations. This growth is likely to place a strain on our management and operational resources. If we fail to develop and implement effective systems, or hire and retain sufficient personnel for the performance of all of the functions necessary to effectively service and manage our proposed business, or fail to manage growth effectively, our proposed business will fail and you will lose your entire investment.

Unless we can establish significant sales of our proposed wireless services, we will have no ability to generate revenues and you will lose your investment.

We expect that a substantial portion, if not all, of our future revenue will be derived from the sale of our wireless services. We expect that these services will account for a majority, if not all, of our revenue for the foreseeable future. Broad market acceptance of our services is, therefore, critical to our future success and our ability to generate revenues. Failure to achieve broad market acceptance of our wireless services, as a result of competition, technological change, or otherwise, would significantly harm our business. Our future financial performance will depend on the successful introduction and market acceptance of our wireless services. There can be no assurance that we will be successful in marketing wireless networks or services, and any failure to do so would significantly harm our business.

We have not completed commenced the marketing and deployment of our proposed wireless networks and we have no contracts for the sale of our wireless services if and when we are ready to deploy them. If we are unable to market and deploy our services we will not be able to generate revenues and you will lose your investment.

We have not commenced the marketing and deployment of our proposed wireless networks. The success of our proposed business will depend on the marketing and deploy of our networks and the acceptance of our services by the wireless communications industry, including businesses and the general public. Achieving such acceptance will require significant marketing investment. Our proposed wireless networks may not be accepted by the wireless communications industry at sufficient levels to support our operations and build our business. If our wireless services are not accepted by the wireless industry our proposed business will fail.

We will be dependent on resellers for the sale of our wireless services. If we are not successful in opening our distribution channels we may not be able to generate revenues and you may lose all your investment.

We have no reseller agreements to distribute our wireless services and we may never get any. Further, we may not be able to deliver any wireless services to these companies in a timely manner or these companies may not be able to sell our wireless services in volumes anticipated by us. Our growth will be dependent on our ability to expand our third-party distribution channels to market, sell and distribute our proposed services. While our strategy is to enter into additional agreements with resellers, we may not be able to successfully attract additional vendors to distribute our services. In addition, we have no experience in marketing our proposed services through resellers or at all and we will have little, if any, control over any third-party resellers. We may not be successful in our efforts to generate revenue from these distribution channels, and we may not be successful in recruiting new organizations to represent us and our proposed services. Any such failure would result in us having expended significant resources with little or no return on our investment, which would significantly harm our proposed business.

-13-

The inability to retain skilled engineers to engineer our proposed networks would have an adverse impact on future development and could impair our ability to succeed.

Our performance will be substantially dependent on the technical expertise and consulting services of wireless communications engineers. Our performance will also substantially be dependent on our ability to continue to hire and retain technical expertise. There is intense competition for skilled personnel, particularly in the field of wireless service providers. The loss or inability to obtain the services of skilled engineers to develop and engineer our proposed networks could harm our proposed business operations.

Because our directors have foreign addresses this may create potential difficulties relating to service of process in the event that you wish to serve them with legal documents.

Neither of our current directors and officers have resident addresses in the United States. They are both resident in Canada. Because our officers and directors have foreign addresses this may create potential difficulties relating to the service of legal or other documents on any of them in the event that you wish to serve them with legal documents.

Because the SEC imposes additional sales practice requirements on brokers who deal in our shares which are penny stocks, some brokers may be unwilling to trade them. This means that you may have difficulty in reselling your shares and may cause the price of the shares to decline.

Our shares qualify as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers who sell our securities in this offering or in the aftermarket. For sales of our securities, the broker/dealer must make a special suitability determination and receive from you a written agreement prior to making a sale to you. Because of the imposition of the foregoing additional sales practices, it is possible that brokers will not want to make a market in our shares. This could prevent you from reselling your shares and may cause the price of the shares to decline.

Because Mssrs. Zabanah and Ward own more than 50% of our outstanding shares, they are able to decide who will be the directors and you may not be able to elect any directors.

Mssrs. Zabanah and Ward own 40,000,000 shares and control us, which is more than 50% of our outstanding shares. As a result, Mssrs. Zabanah and Ward will be able to elect all of our directors and control our operations. Consequently, our other shareholders may not be able to elect any directors. Your ability to cause a change in the course of our operations is eliminated. As such, the value attributable to the right to vote is gone. This could result in a reduction in value to the shares you own because of the ineffective voting power.

There is currently no public trading market for our common stock, so you may be unable to sell your shares.

There is currently no public trading market for our common stock. A market may never develop for our common stock. If a market does not develop, it will be very difficult, if not impossible for you to resell your shares.

Sales of common stock by our officers and directors will likely cause the market price for the common stock to drop.

A total of 40,000,000 shares of stock were issued to our two officers and directors. They paid an average price of $0.001 per share. Subject to the resale restrictions described in Rule 144 of the Securities Act of 1933, and otherwise, they will likely sell a portion of their stock if the market price goes above $0.10. If they do sell there stock into the market, the sales may cause the market price of the stock to drop.

Item 3.  Controls and Procedures.

As required by Rule 13a-15 under the Exchange Act, as of the end of the period covered by this report, being June 30, 2004, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our management, including our president and chief executive officer. Based upon that evaluation, our president

-14-

and chief executive officer concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report. There have been no significant changes in our internal controls or in other factors, which could significantly affect internal controls subsequent to the date we carried out our evaluation.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our president and chief executive officer as appropriate, to allow timely decisions regarding required disclosure.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder are an adverse party or has a material interest adverse to us.

Item 2.  Changes in Securities.

On April 15, 2004, our board of directors approved an eight (8) for one (1) forward stock split (the "Forward Stock Split") of our authorized, issued and outstanding common stock. The Forward Stock Split was effected with the Nevada Secretary of State on April 19, 2004 and the record date was as of April 30, 2004. As a result, our authorized capital increased from 25,000,000 to 200,000,000 shares of common stock with a par value of $0.001. The ratio of distribution was an additional seven (7) shares of common stock for every one (1) share of common stock issued and outstanding immediately prior to the effective date of the Forward Stock Split. This increased our issued and outstanding share capital from 5,564,500 shares of common stock to 44,516,000 shares of common stock.

Item 3.  Defaults 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.

Exhibits required by Item 601 of Regulation S-B

(3)	Articles of Incorporation and By-laws

3.1	Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2, filed on March 27, 2002).

3.2	Restated Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2, filed on March 27, 2002).

-15-

3.3	Bylaws (incorporated by reference from our Registration Statement on Form SB-2, filed on March 27, 2002).

3.4	Certificate of Change pursuant to NRS 78.209 filed with the Nevada Secretary of State on April 19, 2004. (incorporated by reference from our Current Report on Form 8-K, filed on April 21, 2004).

(10)	Material Contracts

10.1	Wireless Service Provider Agreement (incorporated by reference from our Registration Statement on Form SB-2, filed on March 27, 2002).

10.2	Promissory Note (incorporated by reference from our Registration Statement on Form SB-2, filed on March 27, 2002).

(14)	Code of Ethics

14.1	Code of Business Conduct and Ethics (incorporated by reference from our Annual Report on Form 10-KSB, filed on March 30, 2004)

(31)	Section 302 Certifications

31.1	Section 302 Certification.

(32)	Section 906 Certifications

32.1	Section 906 Certification.

Reports on Form 8-K

On April 28, 2004 we filed a Form 8-K announcing our forward stock split.

-16-

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.

SINEWIRE NETWORKS INC.

By:

/s/ Patrick J. Ward	Patrick J. Ward, President, CFO and Director
(Principal Executive Officer and Principal Financial Officer)

Date: August 23, 2004