UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                 FORM 10-KSB

             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended July 31, 2004

                      Commission File Number 333-106299

                      ADVANCED SPORTS TECHNOLOGIES, INC.

      (Exact Name of Small Business Issuer as Specified in Its Charter)


               Florida                          65-1139235
       (State of incorporation)    (I.R.S. Employer Identification No.)

                               9700 Via Emilie
                             Boca Raton, FL 33428
                   (Address of principal executive offices)
                Registrant's telephone number: (561) 477-1567


Securities registered pursuant to Section 12(g) of the Act: None

                   Common Stock, par value $0.001 per share
                               (Title of Class)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or
any amendment to this Form 10-KSB. [ ]

     The Company's revenues for the year ended July 31, 2004 were $0

     As of October 21, 2004, the aggregate market value of the voting stock
held by non-affiliates of the registrant (based on a value of  $.05 per share)
on October 21, 2004 was $27,437.50.

     As of October 21, 2004, there were 5,548,750 shares of the registrant's
Common Stock outstanding.

<PAGE>

PART I.

Item 1.  DESCRIPTION OF THE BUSINESS

GENERAL AND COMPANY HISTORY

	Advanced Sports Technologies, Inc. was incorporated in the state of
Florida on August 9, 2001 as a C corporation.

	We are attempting to become a direct marketing company that
develops and markets premium quality, premium priced, branded fitness or
exercise equipment. We intend to market our products directly to
consumers through a variety of direct marketing channels, including spot
television commercials, infomercials, print media, direct response
mailings and the Internet. We intend to either develop internally,
license or acquire the rights to products to market in these manners.
We have already licensed the rights to a portable gym which is protected
under U.S. patents #5,558,609 and U.S.#5,695,437 and may be marketed
under the trademark name Better Buns r U.S. #2,279,957   which we intend
to be our first direct marketed product and have been unsuccessfully
attempting to raise funding to market this product.  All patents,
trademarks and other intellectual property associated with this product
are owned by Exerciting LLC, which is owned by our CEO's brothers and is
the entity with which we have entered our licensing agreement.  We are
searching for other products to license or acquire for introduction.  As
of the date of this prospectus we have not generated any revenues.


INDUSTRY OVERVIEW

    	We hope to market our home fitness equipment principally in the
United States, which we believe is a large and growing market. Based
upon sources such as Direct Response TV magazine, various fitness
industry websites and anecdotal evidence from other members of the
industry, we believe that fitness/exercise equipment is the largest
category of sporting goods equipment sales - $3.8 billion in 2002. These
sources also lead us to believe that number of individuals who worked
out 'frequently' (100+ days per year) with strength equipment has
increased 56% since 1990 and that there are nearly 35 million members of
health clubs in the U.S.  Furthermore, these sources lead us to believe
that another beneficiary of the growing emphasis on physical fitness is
the exercise-equipment industry and that sales of treadmills, exercise
bicycles, weight benches and other apparatus to households reached $5.8
billion in 2000 versus $1.9 billion in 1990.

    	We intend to target the following commercial customers, among
others:

- -  Health clubs and gyms             	-  Corporate fitness centers
- -  Rehabilitation clinics            	-  Colleges and universities
- -  The military                       -  Governmental agencies
- -  Hospitals                          -  YMCA's and YWCA's
- -  Hotels and motels                 	-  Professional sports teams

	In recent years, sales of fitness products have moved noticeably


<PAGE>

from retail stores to infomercials.  Infomercials represent the most
powerful sales medium for this type of product because the infomercial
allows the product to be demonstrated in the privacy of a person's home.
The customer does not travel to the retail store to see the product in
action and instead can immediately pick up the phone and order the
product with a 30-day money back guarantee.  It is our belief that
infomercials are especially powerful for a product like the Better Buns,
which must be demonstrated to induce a consumer to purchase.

The success of an infomercial, dictates the television time and
life expectancy of the infomercial.  We intend to handle Infomercial
sales through an outsourced, independent agency and are aware of
numerous that could be contracted for such service.  These services
typically drop ship the product directly to the purchaser through a
service such as UPS, with the cost of shipping being paid by the
customer.  Most fitness products start with an infomercial to drive
customer awareness of the product.  Typically, before distribution of
the product to retail stores, the infomercial should run for a minimum
of six months or until sales dip below the break-even point.
Advertising awareness and building the eventual retail demand becomes
another benefit of an infomercial.  It is management's belief that an
effective infomercial will lead retail outlets to seek purchase of the
product.  Accordingly, management believes that once the infomercial has
created product awareness in consumers, a relatively small number of
salespeople could achieve significant sales directly to retailers or to
wholesalers who in turn would sell to retail establishments.


PRODUCT DEVELOPMENT

Although to date we have not made any expenditures in research and
development, after we receive funding or achieve revenues we intend to
not limit our research efforts by trying to only introduce products that
duplicate designs that are traditional or conventional.  We intend to
create an organization that values and explores new ideas and looks for
product ideas in unconventional settings.  We intend to refine these
ideas and work with outside firms to create prototypes, masters and the
necessary tooling.  As of the date of this report we have not entered
into any definitive discussions, negotiations, contracts or other
arrangements with any third party.

    	We intend to develop direct marketing products either from
internally generated ideas or, as with our Better Buns technology, by acquiring
or licensing patented technology from outside inventors. During the evaluation
phase of product development, we evaluate the suitability of the product for
direct marketing, whether the product can be developed and manufactured
in acceptable quantities and at an acceptable cost, and whether it can
be sold at a price that satisfies our profitability goals.  More
specifically, we look for high-quality consumer products that:

    -    Have patented or patentable features;

    -    Will have a retail price between $19.95 to $1,995.00;

    -    Can be marketed as a line of products with materially different
features that facilitate upselling (the attempts by the sales agent to
induce a customer to purchase additional related products); and


<PAGE>


    -    Have the potential for mass consumer appeal, particularly among
members of the "baby-boom" generation, who are accustomed to watching
television and now have significant disposable income.

     Once we determine that a product may satisfy our criteria, we will
further assess its direct marketing potential by continuing to research
the product and its probable market and by conducting product and focus
group studies.  In focus group studies, we go to gyms and have people
try the product and give us their feedback on the design, the name, the
price, and if they like how the product works or what they would like us
to do to improve the product.   If the results are positive and we do
not own the product, we will then attempt to acquire the product
outright or obtain rights to the product through a licensing
arrangement. If we develop the product internally, or if we acquire or
license the rights to the product, we will then proceed to develop and
test a direct marketing campaign for the product. In most cases, our
direct marketing campaigns will emphasize the use of spot commercials
and television infomercials.

     The Better Buns product is a portable lightweight gym that weighs
less than a couple pounds.  We believe it is an ideal travel gym.  It
uses elastomer resistance tubing of the quality that is used in health
clubs, rehabilitation and consumer use.  The resistance tubing is
available in different tensions.  The Better Buns has a handgrip and an
adjustable strap to allow different size people to duplicate over 30
exercises.  It has a special heel cup to put your foot in to perform
lower body exercises and to stabilize yourself while performing upper
body exercises.

     We entered into a perpetual licensing agreement for all rights
associated with the Better Buns in January 2003.  We are currently in
default of this agreement but the licensor has not threatened to
terminate the agreement.  Among the rights acquired is the exclusive
right to use all marketing material developed and owned by Exerciting,
LLC for the Better Buns product.  The terms of the license agreement
provides that we are the exclusive licensees for the Better Buns product
and all related trademarks and patents in connection with the sale of
the Better Buns product in the United States and Canada.  As
consideration for entering into the license agreement, we transferred to
the principals of Exerciting, LLC a total of 100,000 shares of our
common stock.  Additionally, Exerciting, LLC will receive a royalty on
all Bunsilators we are able to sell equal to 8% of our gross revenues of
all Bunsilator's sold. Our license agreement furthermore essentially
provides that we must achieve minimum sales of $2,500,000 on an annual
basis or pay a minimum quarterly royalty payment of $50,000 regardless
of sales achieved, beginning with the quarter ending January 31, 2004,
which equates to quarterly sales of $625,000.   We have not been able to
pay any of the minimum quarterly royalty payments and currently owe the
licensor $150,000.  Accordingly, we are currently in breach of the
agreement.  The License Agreement specifically permits the Company to
develop, manufacture and market products under other marks as well.  The
Company may sell products it manufactures under other marks, in any
country and has no obligation to pay any royalty on such sales under the
license agreement.

     Our Principal Executive Officer has maintained a relationship with
Exerciting, LLC since its inception.  The principals of Exerciting, LLC
are our principal executive officer's brothers.



<PAGE>


PATENTS AND TRADEMARKS

     Where appropriate, we will seek patent or trademark protection for
the products or brands we develop or introduce.  However, there can be
no assurance that patents or trademarks will issue from any of our
future applications.  As of the date of this prospectus, we have not
filed for any trademarks or patents and do not own any trademarks or
patents.

     The Better Buns is protected under U.S. patents #5,558,609 and
U.S.#5,695,437 and may be marketed under the trademark name Better Buns
r U.S. #2,279,957.  All patents, trademarks and other intellectual
property associated with this product are owned by Exerciting LLC, which
is owned by our CEO's brothers and is the entity with which we have
entered our licensing agreement.

SUPPLIERS

     We intend to outsource the manufacturing of all of our products
through contract manufacturing facilities in order to keep our
manufacturing costs low.  We anticipate that at least some of our future
products will be manufactured in Asia.  Our principal executive officer
has a pre-existing relationship with CAPS, Inc., and has produced
product through such manufacturer in the past.  CAPS, Inc. is one of the
largest manufacturers of fitness equipment, which is located in Taiwan.
Many companies in the fitness industry use contract manufacturing
facilities in Asia and there are several potential manufacturers that we
will be able to approach regarding manufacturing our future products.
Although we have not commenced formal negotiations with CAPS, Inc. for
the production of Better Buns, our President has had preliminary
discussions regarding our anticipated needs.

MARKETING

     We intend to directly market our fitness equipment principally
through 60-second or "spot" television commercials, television
infomercials, the Internet, response mailings and print media. In the
past, our management has had success with what we refer to as a "two-
step" marketing approach through website sales. In general, this
approach focuses first on spot commercials, which we air to generate
consumer interest in our products and requests for product information.
The second step focuses on converting inquiries into sales, which we
intend to accomplish through a combination of direct response mailings
(mailing out printed materials or sales brochures to a targeted audience
with the hope that such recipients will purchase our product) and
outbound telemarketing (telephone calls to a targeted audience with the
hope that the contacted individuals will listen to a salesperson
describe the product and purchase our product). We intend to supplement
our two-step approach with infomercials, which generally are designed to
provide potential customers with sufficient product information to
stimulate an immediate purchase.

     SPOT COMMERCIALS AND INFOMERCIALS.  Use of spot television
commercials is a key element of our intended marketing strategy for all
of our directly marketed products. For direct marketed products that may
require further explanation and demonstration, television infomercials
are an important additional marketing tool. Our principal executive
officer has been involved in the development of a variety of spot
commercials and infomercials for fitness equipment. We expect to use


<PAGE>


spot commercials and, where appropriate, infomercials to market any
products that we determine are appropriate for direct marketing.

     When we begin marketing a new product, we will test and refine our
marketing concepts and selling practices while advertising the product
in spot television commercials. We anticipate that production costs for
these commercials can range from $25,000 to $50,000. Based on our future
market research and viewer response to our future spot commercials, we
will determine whether we believe it is beneficial to produce additional
spot commercials for the product and, if appropriate for the product, an
infomercial. Production costs for infomercials can range from $100,000
to $200,000, depending on the scope of the project. Generally, we hope
to film several infomercial and commercial concepts at the same time in
order to maximize production efficiencies. From this footage we can then
develop several varieties of spot commercials and infomercials and
introduce and refine them over time. We plan to develop our own scripts
for spot commercials and hire outside writers to assist with infomercial
scripts. We also plan to contract with outside production companies to
produce spot commercials and infomercials.

     Once produced, we will test spot commercials and infomercials on a
variety of cable television networks that have a history of generating
favorable responses for fitness equipment infomercials. Our initial
objective is to determine their marketing appeal and what, if any,
creative or product modifications may be appropriate.  If these initial
tests are successful, we will air the spot commercials and infomercials
on an accelerating schedule on additional cable networks.

     MEDIA BUYING.  An important component of achieving direct marketing
success is the ability to purchase quality media time at an affordable
price. The cost of airing spot commercials and infomercials varies
significantly, depending on the network, time slot and, for spot
commercials, programming. Each spot commercial typically costs between
$50 and $5,000 to air, and each infomercial typically costs between
$1,200 and $15,000 to air.  We intend to track the success of each of
our spot commercials and infomercials by determining how many viewers
respond to each airing of a spot commercial or infomercial. We will
accumulate this information in a database that we can use to evaluate
the cost-effectiveness of available media time. In addition, we believe
that the database will enable us to predict with reasonable accuracy how
many product sales and inquiries will result from each spot commercial
and infomercial that we air. We also believe that we can effectively
track changing viewer patterns and adjust our advertising accordingly.

     We do not intend to purchase media time under long-term contracts.
Instead, we will book most of our spot commercial time on a quarterly
basis and most of our infomercial time on a monthly or quarterly basis,
as networks make time available. Networks typically allow advertisers to
cancel booked time with two weeks' advance notice, which will enable us
to adjust our advertising schedule if our statistical tracking indicates
that a particular network or time slot is no longer cost effective.
Generally, we believe we will be able to increase or decrease the
frequency of our spot commercial and infomercial airings at almost any
time.

     INTERNET.  We do not presently have an Internet site.
Additionally, as of the date of this report no work has commenced on the
development of an Internet site.  However, we believe that internet-
based inquiries are more likely to be converted into sales than

<PAGE>


inquiries generated by other media forms, such as television or print
media. Consequently, we intend to develop an e-commerce capable web site
for each product we introduce because we believe that consumers who will
visit the sites are more inclined to purchase our products than are the
consumers we target through other media.  We intend to commence
development of the site after producing inventory and marketing
materials as well as packaging and instructional manuals for delivery to
customers.  We hope to complete our internet site by March 31, 2005.

     PRINT MEDIA.  We may advertise our directly marketed products in
various print media when we believe that such advertising will
effectively supplement our direct marketing campaigns. As an example, we
may advertise our home fitness equipment in health and fitness-related
consumer magazines and, to a limited extent, in entertainment, leisure
and specialty magazines. We believe that television advertising and the
Internet generate more immediate consumer responses at a lower cost per
inquiry than print media and therefore do not plan to incur print media
advertising expenditures until we have achieved substantial sales.


COMPETITION

     The fitness equipment market in which we plan to do business is
highly competitive, and is served by a number of well-established and
well-financed companies with recognized brand names, as well as new
companies with popular products.  We believe that at this time virtually
all of our competitors have significantly greater financial and
marketing resources than we have.  This will give them and their
products an advantage in the marketplace.  Typically when companies
introduce new and/or improved products such introductions are often
accompanied by major advertising and promotional campaigns.

     We believe that the principal competitive factors affecting our
business are price, quality, brand name recognition, product innovation
and customer service.

     We will be competing directly with a large number of companies that
manufacture, market and distribute home fitness equipment, and with the
many health clubs that offer exercise and recreational facilities. We
also compete indirectly with outdoor fitness, sporting goods and other
recreational products. Our principal direct competitors include Nautilus
Group, Inc. (through its Nautilus and Bowflex brands), ICON Health &
Fitness, Inc. (through its Health Rider, NordicTrack, Image, Proform,
Weider and Weslo brands), Schwinn Fitness, Precor and Total Gym.

     The home fitness product industry is generally characterized by
rapid and widespread imitation of popular technologies, designs and
product concepts.  If we are able to produce a successful product, we
expect that one or more competitors may introduce products similar to
such product.  The buying decisions of many purchasers of fitness
equipment are often the result of highly subjective preferences that can
be influenced by many factors, including, among others, advertising
media, promotions and product endorsements.  We may face competition
from manufacturers introducing other new or innovative fitness equipment
or successfully promoting fitness equipment that achieves market
acceptance.  The failure to compete successfully in the future could
result in a material deterioration of any customer loyalty we establish
and could have a material adverse effect of our business, operating
results or financial condition.


<PAGE>


EMPLOYEES

     As of the date of this report we have 1 employee, our sole officer.



Item 2. DESCRIPTION OF PROPERTY

     Our principal office facility is presently located in space owned
by our sole officer.  We are not presently incurring any rent expenses
associated with this space.


Item 3. LEGAL PROCEEDINGS

     We are not party to any legal proceedings as of the date of this
prospectus.


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

     None.

<PAGE>


PART II.

Item 5.  MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL
BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

     Our common stock was approved for an unpriced quotation on the Over
the Counter Bulletin Board on October 19, 2004.

     As of October 29, 2004, there were 41 shareholders of record of our
common stock and a total of 5,548,750 shares outstanding.

     We have never paid any dividends and do not currently anticipate
paying dividends in the future.  Any payment of cash dividends in the
future will be dependent upon the amount of funds legally available, our
earnings, financial condition, capital requirements and other factors
that our Board of Directors may think are relevant.

     There are currently no outstanding options or warrants to purchase
or any securities that are convertible into our common stock.



<PAGE>

Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Results and Plan of Operations
---------------------------------

     For the period from inception through July 31, 2004 no revenue
was generated.  Management has successfully licensed the intellectual
property rights to the portable gym which is protected under U.S.
patents #5,558,609 and U.S.#5,695,437 and may be marketed under the
trademark name Better Buns r U.S. #2,279,957 which we intend to be our
first direct marketed product.  The terms of the license agreement
require the Company to achieve certain minimum sales figures on an
annual basis or pay minimum royalty payments regardless of sales
achieved.  Beginning with fiscal quarter ending January 31, 2004 and
each quarter thereafter until the last licensed patent has expired or
been abandoned, the quarterly minimum royalty payable will be $50,000
to be paid within forty-five days after each quarter end.
If the Company does not pay the minimum royalty, it is considered
a material breach of the agreement, however the licensor's sole
remedy is to terminate the agreement and underlying license.
As of the date of this report the Company has not paid the minimum
royalty, is in arrears for three quarter's payments and is in material
breach of the agreement.  As of the date of this report, the licensor
has not terminated the agreement.  Total minimum royalty payments due under
the license agreement or the life of the agreement would be $2,700,000.

     All patents, trademarks and other intellectual property associated
with this product are owned by Exerciting LLC, which is owned by our
CEO's brothers and is the entity with which we have entered our licensing
agreement. We intend to market our products directly to consumers through a
variety of direct marketing channels, including spot television commercials,
infomercials, print media, direct response mailings and the Internet.
We intend to either develop internally, license or acquire the rights
to products to market in these manners.  There can be no assurance
that we will find any other products, nor can there be assurance that
revenue will be generated, meet or exceed expectations in the future.

     Our President has been involved with and consulted in the
developing and/or direct marketing of fitness equipment for over 15
years. Mr. Olschansky has assisted in the production of infomercials
for fitness products as well as the prototyping of the actual products
themselves.  Our President intends to attempt to leverage
relationships he has and identify products that may be available for
licensing or acquisition.  Once identified, we will attempt to
negotiate a contract in order to gain the rights to produce and/or


<PAGE>

market such products.  We also intend to eventually either hire
designers or contract for designers to produce products specifically
for us.

     The majority of our research and development will
be completed by having personal trainers and physical
therapist test and work with the "Better Buns" in the field to help us
design and perfect various workouts to be performed by the end user.
We also intend to interview such trainers and therapists regarding
what fitness products currently on the market are inadequate and work
with such individuals to design potential new products.

     We incurred expenses from inception to July 31, 2004 of
$298,362, which also equaled our loss during that period.  This amount
was financed primarily through $12,126 of receipts from equity
subscriptions, loans of $10,000 and $10,000 worth of restricted shares
of our common stock that were issued for services rendered.  Our loss
per share through this date was de minimus.   Our sole current officer
has agreed to contribute the value of his services until we raise a
minimum of $250,000 or achieve revenues of $500,000.  Our principal
executive and administrative offices are located in space that is
owned by this officer. We are not presently incurring any rent
expenses associated with this space.  We anticipate relocating from
this space to a leased space, which would also be in Boca Raton,
Florida within 90 days of our completion of raising financing in a
minimum amount of at least $250,000.

     As of July 31, 2004 we had a total of $4,564 cash on hand.
Management believes that, even though our auditors have expressed
substantial doubt about our ability to continue as a going concern,
due to our low cash requirement and the cooperation of our management
in deferring salaries, assuming that we do not commence our
anticipated operations, we will be able to satisfy our cash
requirements for at least the next six months.  In order to satisfy our
cash requirements for the next twelve months, we will need
to raise additional funds.

     Management bases its belief that it has sufficient cash for the
next six months on the low cash flow requirement we
are currently experiencing as a result of our rent free office
arrangement, the oral agreement of our officer to contribute the value
of his services as described above and the oral agreement from our
legal counsel to not seek payment for services performed relating to
prior services until we have begun generating revenues.
Please note, however, that the agreements by our officer
and our legal counsel are not contractually binding and such

<PAGE>


individuals could unilaterally demand payment at any time.  We will
not, however, be able to commence marketing or production of any
products, including the product referred to herein as the Better Buns,
unless and until we have raised additional funding.  Fully executing
our business plan will significantly change our cash needs and monthly
burn rate and we will not be able to begin such execution until we
have raised substantial additional resources.

     Implementation of our business plan requires achieving specific
milestones.  One of the most significant milestones that needed to be
achieved was acquisition of a patented, differentiable product.  By
acquiring the rights to Better Buns we have achieved such milestone
already and have done so without the requirement of expending cash.

     The next milestone we need to achieve is the production of a long
format infomercial to be aired on television.  We had hoped to produce
such infomercial during 2004 but do not presently believe we will be able to
do so and anticipate that such production will cost approximately
$70,000.  Our President has worked on the production of
several infomercials and has relationships with infomercial production
companies.

     Simultaneous with the infomercial being produced we need to order
Better Buns units in order to have inventory to sell.  We intend to
order such units at least two weeks prior to the completion of the
infomercial.  We anticipate placing an initial order for approximately
$15,000 worth of units.  In order to keep our costs as low as possible
we intend to outsource the production of the units.

     Once the infomercial is produced we will need to purchase media
time in order to achieve sales.  We anticipate initial media buys of
approximately $10,000, which would occur beginning the month following
completion of the infomercial.  The goal of the infomercial will be
for it to generate sufficient revenue to finance acquisition of
additional Better Buns units and to self perpetuate media buys.

     We also intend to create a website that would be advertised in
the infomercial and which would allow potential customers to learn
more about the product and order the product if they did not order
using the 800 number in the infomercial.

     The above description of milestones and expenditures assumes we
are able to raise funding of $100,000.  In the event we raise a
greater or lesser amount adjustments in our expenditures would be
made.  If we are able to raise a greater amount we would also use
funds to design and produce an instructional manual for inclusion with

<PAGE>


the units sold.  If we are unable to raise greater funding we intend
to initially create a simple word processing document describing the
exercises that can be done.


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

     We are currently insolvent, our current liabilities exceed our
current assets and may continue to do so in the future.  As of July 31,
2004 we had $4,564 in cash available to execute our business plan.
As we anticipate needing a minimum of $100,000 in order to execute our
business plan in a meaningful way over the next year, the available
cash is not sufficient to allow us to commence full execution of our
business plan.  Our business expansion will require significant
capital resources that may be funded through the issuance of notes
payable or other debt arrangements that may affect our debt structure.
Despite our current financial status we believe that we may be able to
issue notes payable or debt instruments in order to produce both our
infomercial and inventory.  We anticipate that receipt of such
financing may require granting a security interest in the infomercial
or units we would produce, but are willing to grant such interest to
secure the necessary funding.

     Through July 31, 2004 we have spent a total of $298,362 in
general operating expenses and expenses associated with searching for
products or brands to acquire or license.  We raised the cash amounts
used in these activities from a Regulation D offering in which we
raised $12,126 and from loans totaling $10,000.

     To date, we have managed to keep our monthly cash flow
requirement low for two reasons.  First, our sole officer has agreed
not to draw a salary until a minimum of $250,000 in funding is
obtained or until we have achieved $500,000 in gross revenues.
Second, we have been able to keep our operating expenses to a minimum
by operating in space owned by our sole officer and are only paying
the direct expenses associated with our business operations.

     Given our low monthly cash flow requirement and the agreement of
our officer, management believes that, even though our auditors have
expressed substantial doubt about our ability to continue as a going
concern, and assuming that we do not commence our anticipated
operations it has sufficient financial resources to meet its
obligations for at least the next twelve months.

     In the early stages of our business plan, we will need cash for


<PAGE>


marketing and production of products and for production and airing of
an infomercial.  We anticipate that during the first year, in order to
execute our business plan to any meaningful degree, we would need to
spend a minimum of $100,000 on such endeavors.  There
can be no assurance that we will be able to keep costs from being more
than these estimated amounts or that we will be able to raise such
funds.  If we are unsuccessful at raising sufficient funds, for whatever
reason, to fund  our operations, we may be forced to seek a buyer for
our business or  another entity with which we could create a joint
venture. If all of  these alternatives fail, we expect that we will be
required to seek protection from creditors under applicable bankruptcy laws.
Our independent auditor has expressed substantial doubt about our ability
to continue as a going concern and believes that our ability is
dependent on our ability to implement our business plan, raise capital
and generate revenues.  See Note 7 of our financial statements.


Uncertainties
-----------------

     There is intense competition in the fitness equipment industry
with other companies that are much larger and both national and
international in scope and which have greater financial resources than
we have.  At present, we require additional capital to make our full
entrance into the fitness equipment industry.

Forward Looking Statements
----------------------------

     Certain statements in this report are forward-looking statements
within the meaning of the federal securities laws. Although the
Company believes that the expectations reflected in its forward-
looking statements are based on reasonable assumptions, there are
risks and uncertainties that may cause actual results to differ
materially from expectations. These risks and uncertainties include,
but are not limited to, our ability to obtain a meaningful degree of
consumer acceptance for our products now and in the future, our
ability to market our products on a global basis at competitive prices
now and in the future, our ability to maintain brand-name recognition
for our products now and in the future, our ability to achieve
adequate intellectual property protection, our ability to obtain and
retain sufficient capital for future operations, competitive pricing
pressures at both the wholesale and retail levels, changes in market
demand, changing interest rates, adverse weather conditions that
reduce sales at distributors, the risk of assembly and manufacturing
plant shutdowns due to storms or other factors, and the impact of
marketing and cost-management programs.



<PAGE>


Critical Accounting Policies
----------------------------------

We believe the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of our
financial statements:

Use of Estimates
--------------------

In preparing financial statements in conformity with accounting
principles generally accepted in the United States of America,
management is required to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial
statements and revenues and expenses during the reported period.  Actual
results could differ from those estimates.

 Income Taxes
----------------

The Company accounts for income taxes under the Statement of Financial
Accounting Standards Board Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes" ("Statement 109").  Under
Statement 109, deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities
and their respective tax bases.  Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected to be
recovered or settled.  Under Statement 109, the effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income
in the period that includes the enactment date.


 Loss Per Share
------------------

Basic and diluted net loss per common share is computed based upon the
weighted average common shares outstanding as defined by Financial
Accounting Standards No. 128, "Earnings Per Share."  As of July 31, 2004
and 2003, there were no common share equivalents outstanding.


Code of Ethics
------------------

         The Company has adopted a Code of Ethics that applies to
employees, officers and directors.  The Code of Ethics is filed as
Exhibit 14.1 to this Report.


<PAGE>


Item  7.         FINANCIAL STATEMENTS










                      ADVANCED SPORTS TECHNOLOGIES, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                             FINANCIAL STATEMENTS
                             AS OF JULY 31, 2004






<PAGE>


                      ADVANCED SPORTS TECHNOLOGIES, INC.
                        (A DEVELOPMENT STAGE COMPANY)



                                   CONTENTS


PAGES    1 - 2          REPORT OF INDEPENDENT REGISTERED PUBLIC
                        ACCOUNTING FIRM


PAGE       3            BALANCE SHEET AS OF JULY 31, 2004


PAGE       4            STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
                        JULY 31, 2004 AND 2003 AND FOR THE PERIOD FROM
                        AUGUST 9, 2001 (INCEPTION) TO JULY 31, 2004


PAGE       5            STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                        FOR THE PERIOD FROM AUGUST 9, 2001 (INCEPTION) TO
                        JULY 31, 2004

PAGE       6            STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED
                        JULY 31, 2004 AND 2003 AND FOR THE PERIOD FROM
                        AUGUST 9, 2001 (INCEPTION) TO JULY 31, 2004

PAGES    7 - 11         NOTES TO FINANCIAL STATEMENTS


<PAGE>


      REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of:
Advanced Sports Technologies, Inc.
(A Development Stage Company)

We have audited the accompanying balance sheet of Advanced Sports
Technologies, Inc. (a development stage company) as of July 31, 2004,
and the related statements of operations, changes in stockholders'
deficiency and cash flows for the year ended July 31, 2004 and for the
period from August 9, 2001 (inception) to July 31, 2004.  These
financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States).  Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly in all material respects, the financial position of Advanced
Sports Technologies, Inc. (a development stage company) as of July 31,
2004 and the results of its operations and its cash flows for the year
ended July 31, 2004 and for the period from August 9, 2001 (inception)
to July 31, 2004 in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note 7
to the financial statements, the Company is in the development stage
with no operations, has a negative cash flow from operations of
$12,445, and a working capital and stockholders' deficiency of
$205,488.  These factors raise substantial doubt about its ability to
continue as a going concern.  Management's plans concerning this
matter are also described in Note 7.  The accompanying financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.


WEBB & COMPANY, P.A.

Boynton Beach, Florida
October 11, 2004


<PAGE>


           Report of Independent Registered Public Accounting Firm


To the Board of Directors of:
Advanced Sports Technologies, Inc.
(A Development Stage Company)

We have audited the statements of operations, changes in
stockholders' deficiency and cash flows of Advanced Sports
Technologies, Inc. (a development stage company) for the year
ended July 31, 2003 and for the period from August 9, 2001
(inception) to July 31, 2003.  These financial statements are the
responsibility of the Company's management.  Our responsibility
is to express an opinion on these financial statements based on
our audit.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States).  Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above
present fairly in all material respects the results of the
operations and cash flows of Advanced Sports Technologies, Inc.
(a development stage company) for the year ended July 31, 2003,
and for the period from August 9, 2001 (inception) to July 31,
2003 in conformity with accounting principles generally accepted
in the United States of America.

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed
in Note 6 to the financial statements, the Company has a net loss
of $66,832 and net cash used in operations of $4,678 in 2003 and
a working capital deficiency of $44,144, deficit accumulated
during development stage of $101,270 and a stockholders'
deficiency of $33,144 at July 31, 2003.  These factors and the
Company's status as a development stage Company with no revenues
raise substantial doubt about its ability to continue as a going
concern.  Management's plan in regards to these matters is also
described in Note 6.  The accompanying financial statements do
not include any adjustments that might result from the outcome of
this uncertainty.





SALBERG & COMPANY, P.A.
Boca Raton, FL
October 20, 2003




<PAGE>








                      ADVANCED SPORTS TECHNOLOGIES, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                                BALANCE SHEET
                             AS OF JULY 31, 2004
                             -------------------



                                    ASSETS
                                    ------


CURRENT ASSETS
 Cash                                                      $    4,564
 Prepaid expense                                                  748
                                                           -----------

TOTAL ASSETS                                               $    5,312
------------                                               ===========


                   LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                   ----------------------------------------



CURRENT LIABILITIES
 Accounts payable and accrued expenses                     $      800
 Accounts payable - related parties                           200,000
 Loans payable - related parties                               10,000
                                                           -----------
Total Current Liabilities                                     210,800
                                                           ===========


STOCKHOLDERS' DEFICIENCY

 Preferred stock, $0.0001 par value, 20,000,000 shares
  authorized, none issued and outstanding                           -
 Common stock, $0.0001 par value, 100,000,000 shares
  authorized, 5,548,750 shares issued and outstanding             555
 Additional paid in capital                                   266,571
 Accumulated deficit during development stage                (297,614)
 Less deferred compensation                                  (175,000)
                                                           -----------
Total Stockholders' Deficiency                               (205,488)
                                                           -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY             $    5,312
                                                           ==========


See accompanying notes to financial statements.


                                       3


<PAGE>

                      ADVANCED SPORTS TECHNOLOGIES, INC.
                       (A DEVELOPMENT STAGE COMPANY)
                           STATEMENTS OF OPERATIONS



<TABLE>                                                                                  For the Period
<CAPTION>                                                                                    From
                                                  For the Year    For the Year           August 9, 2001
                                                    Ended           Ended                (Inception) to
                                                 July 31, 2004    July 31, 2003          July 31, 2004
                                                 --------------  --------------         --------------
<S>                                               <C>            <C>                    <C>

OPERATING EXPENSES
 Royalty expense                                   $  150,000     $        -             $   150,000
 In-kind contribution of services                      24,000         22,000                  70,000
 Professional fees                                     21,631         44,572                  76,203
 General and administrative                               713            260                   1,411
                                                 --------------  --------------         --------------
Total Operating Expenses                              196,344         66,832                 297,614
                                                 --------------  --------------         --------------


LOSS FROM OPERATIONS                                 (196,344)       (66,832)               (297,614)


Provision for Income Taxes                                  -              -                       -
                                                 --------------  --------------         --------------

NET LOSS                                           $ (196,344)    $  (66,832)            $  (297,614)
                                                 ==============  ==============         ==============


Net loss per share - basic and diluted             $    (0.04)    $    (0.01)            $     (0.06)
                                                 ==============  ==============         ==============


Weighted average number of shares
outstanding during the period -
basic and diluted                                   5,548,750      5,461,175               5,444,897
                                                 ==============  =============           =============


</TABLE>

               See accompanying notes to financial statements.


                                       4


<PAGE>

                      ADVANCED SPORTS TECHNOLOGIES, INC.
                        (A DEVELOPMENT STAGE COMPANY)
              STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
       FOR THE PERIOD FROM AUGUST 9, 2001 (INCEPTION) TO JULY 31, 2004


<TABLE>
<CAPTION>                                                                                 Accumulated
                                   Preferred Stock       Common Stock         Additional  Deficit During
                                   ---------------       ------------         Paid-in      Development   Deferred
                                   Shares   Amount    Shares       Amount     Capital      Stage         Compensation   Total
                                   ------   ------    ------       ------     -------      -------       ------------  -------
<S>                               <C>       <C>       <C>          <C>        <C>          <C>           <C>           <C>
Common stock issued to founder
($.002 per share)                       -       -      5,000,000    $   500   $   9,500     $      -      $       -    $   10,000

Common stock issued for cash
($.02 per share)                        -       -        343,750         34       6,841            -              -         6,875

In-kind contribution of services        -       -              -          -      24,000            -              -        24,000

Net loss for the period
from August 9, 2001
(inception) to July 31, 2002            -       -              -          -           -      (34,438)             -       (34,438)
                                   -------   -----     ----------   --------  ----------    ----------     -----------  -----------

Balance, July 31, 2002                  -       -      5,343,750        534      40,341      (34,438)             -         6,437

Common shares transferred to new
president by principal stockholder      -       -              -          -     175,000            -       (175,000)            -

Common stock issued for cash
($.05 per share)                        -       -        105,000         11       5,240            -              -         5,251

Common Stock issued for license         -       -        100,000         10         (10)           -              -             -

In-kind contribution of services        -       -              -          -      22,000            -              -        22,000

Net loss, 2003                          -       -              -          -           -      (66,832)             -       (66,832)
                                   -------   -----     ----------   --------  ----------    ----------     -----------  -----------

Balance, July 31, 2003                  -       -      5,548,750    $    555  $ 242,571    $(101,270)     $(175,000)    $ (33,144)

In-kind contribution of services        -       -              -           -     24,000            -              -        24,000

Net loss, 2004                          -       -              -           -          -     (101,344)             -      (196,344)
                                   -------   -----     ----------   --------  ----------    ----------     -----------  -----------

BALANCE, JULY 31, 2004                  -    $  -      5,548,750    $    555  $ 266,571    $(297,614)     $(175,000)    $(205,488)
                                   =======   =====     ==========   ========  ==========    ==========     ===========  ===========


</TABLE>



               See accompanying notes to condensed financial statements.

                                       5

<PAGE>



                      ADVANCED SPORTS TECHNOLOGIES, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                           STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                                               For the Period
                                                                          For the             For the        from August 9, 2001
                                                                         Year Ended          Year Ended        (Inception) to
                                                                        July 31, 2004       July 31, 2003      July 31, 2004
                                                                       ----------------    --------------     --------------
<S>                                                                    <C>               <C>                  <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
        Net loss                                                       $ (196,344)       $  (66,832)           $ (297,614)
        Adjustments to reconcile net loss to net cash
          used in operating activities:
        Stock issued for services and expense reimbursement                     -                 -                10,000
        In-kind contribution of services                                   24,000            22,000                70,000
        Deferred offering costs written off                                11,000                 -                     -
        Changes in operating assets and liabilities
         Increase (decrease) in
          Prepaid expense                                                    (748)                -                  (748)
          Accounts payable                                                   (353)            1,153                   800
          Accounts payable - related parties                              150,000            39,000               200.000
                                                                       -----------       -----------            -----------
        Net Cash Used in Operating Activities                             (12,445)           (4,679)              (17,562)
                                                                       -----------       -----------            -----------


CASH FLOWS FROM INVESTING ACTIVITIES                                            -                 -                     -
                                                                       -----------       -----------            -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
        Proceeds from loans payable - related parties                      10,000                 -                10,000
        Proceeds from sale of common stock                                      -             5,251                12,126
                                                                       -----------       -----------            -----------
        Net Cash Provided by Financing Activities                          10,000             5,251                22,126
                                                                       -----------       -----------            -----------

        NET INCREASE (DECREASE) IN CASH                                    (2,445)              572                 4,564

        CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                    7,009             6,437                     -
                                                                       -----------       -----------            -----------
        CASH AND CASH EQUIVALENTS AT END OF PERIOD                     $    4,564        $    7,009            $    4,564
                                                                       ===========       ===========            ===========

</TABLE>

           See accompanying notes to condensed financial statements.

                                       6

<PAGE>

                      ADVANCED SPORTS TECHNOLOGIES, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO FINANCIAL STATEMENTS
                             AS OF JULY 31, 2004




NOTE 1	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
------  -----------------------------------------------------------

(A) Organization
----------------

Advanced Sports Technologies, Inc. (a development stage company)
(the "Company") was incorporated in the state of Florida on August
9, 2001, and has elected a fiscal year end of July 31.

The Company plans to build a direct marketing company that
develops and markets premium quality, premium priced, branded
fitness or exercise equipment.  The Company intends to market its
products directly to consumers through a variety of direct
marketing channels, including spot television commercials,
infomercials, print media, direct response mailings, and the
internet.

Activities during the development stage include developing the
corporate infrastructure, implementing the business plan, and
raising capital.

(B) Use of Estimates
--------------------

In preparing financial statements in conformity with accounting
principles generally accepted in the United States of America,
management is required to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the
financial statements and revenues and expenses during the reported
period.  Actual results could differ from those estimates.

(C) Cash Equivalents
--------------------

For the purpose of the cash flow statement, the Company considers
all highly liquid investments with original maturities of three
months or less at the time of purchase to be cash equivalents.

(D) Income Taxes
----------------

The Company accounts for income taxes under the Statement of
Financial Accounting Standards Board Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes"
("Statement 109").  Under Statement 109, deferred tax assets and
liabilities are recognized for the future tax consequences
attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their
respective tax bases.  Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are
expected to be recovered or settled.  Under Statement 109, the
effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the
enactment date.

                                       7


<PAGE>

                      ADVANCED SPORTS TECHNOLOGIES, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO FINANCIAL STATEMENTS
                             AS OF JULY 31, 2004




(E) Loss Per Share
------------------

Basic and diluted net loss per common share is computed based upon
the weighted average common shares outstanding as defined by
Financial Accounting Standards No. 128, "Earnings Per Share."  As
of July 31, 2004 and 2003, there were no common share equivalents
outstanding.

NOTE 2	RELATED PARTY TRANSACTIONS
------  --------------------------

The Company's founder and principal stockholder paid for a
subscription of 5,000,000 shares of common stock in 2001 with
$10,000 in reimbursable expenses (See Note 4(A)).

From inception to July 31, 2004, the Company's current and former
president contributed services having a fair value of $70,000 (See
Note 4(B)).

Accounts payable to a related party are payable to a principal
stockholder, director and a company owned by a brother of the
Company's president.  The balance owed at July 31, 2004 was
$50,000.

In 2003, the Company entered into a license agreement with a
company owned by the brother of the Company's president.  The
Company has recorded accounts payable to related parties of
$150,000 at July 31, 2004 in accordance with the license agreement
(See Note 3).

In January 2003, a principal stockholder transferred 3,500,000
shares of common stock to the Company's new president having a
fair value of $175,000 (See Note 4(A)).

During November 2003, the Company received working capital loans
from its president and a principal stockholder aggregating $10,000
(See Note 5).

NOTE 3	LICENSE AGREEMENT
------  -----------------

On January 3, 2003 (the "Effective Date"), the Company executed a
non-exclusive license agreement with Exerciting, LLC
("Exerciting", a related party).  The term is from the Effective
Date until the last licensed patent has expired or abandonment of
the last to be abandoned patent application, whichever is later.
As consideration for entering into the agreement, the Company will
pay royalties as discussed below and issue 100,000 shares of its
common stock to the members of the licensor.  This non-cash
exchange was valued at the zero historical carryover basis of the
contributing party (principals of Exerciting).  In connection with
the license agreement, the principals of Exerciting are brothers
of the Company's president, and thus are considered related
parties (See Notes 2 and 4).

                                       8

<PAGE>

                      ADVANCED SPORTS TECHNOLOGIES, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO FINANCIAL STATEMENTS
                             AS OF JULY 31, 2004




The licensing agreement gives the Company all rights associated
with the Better Buns product, which is a portable gym.  The
Company also acquired the right to use all marketing material
developed by Exerciting.  The terms of the license agreement
require the Company to achieve certain minimum sales figures on an
annual basis or pay minimum royalty payments regardless of sales
achieved.  The Company agrees to pay royalties equal to eight
percent of gross revenues received in any quarter to be payable
within forty-five days of the end of each quarter.  Beginning with
fiscal quarter ending January 31, 2004 and each quarter thereafter
the quarterly minimum royalty payable will be $50,000 to be paid
within forty-five days after each quarter end.

The Company is currently in default under the royalty agreement.
Under the agreement, the Company is considered in material breach
of the agreement, however the licensor's sole remedy is to
terminate the agreement and underlying license.  Accordingly, the
Company will recognize the minimum royalty expense as incurred
over the contract term.  As of the date of this report, the
licensor has not terminated the agreement.

The future minimum license payments under the agreement are as
follows:


            July 31,
          ------------

              2005                      $   200,000
              2006                          200,000
              2007                          200,000
              2008                          200,000
              2009                          200,000
           Thereafter                     1,700,000
                                       -------------
                                        $ 2,700,000
                                       =============


NOTE 4	STOCKHOLDERS' DEFICIENCY
------  ------------------------

(A) Common Stock Issuances
--------------------------

At inception, the Company issued 5,000,000 common shares to its
founder, which was settled by forgiveness of an accrued expense
reimbursement totaling $10,000 ($0.01 per share) (See Note 2).

In 2002, the Company issued 343,750 common shares pursuant to a
Rule 504 offering at $.02 per share.  The Company received
proceeds of $6,875.

From inception to January 31, 2004, the Company's current and
former president contributed services having a fair value of
$70,000 (See Note 2).

                                        9

<PAGE>

                      ADVANCED SPORTS TECHNOLOGIES, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO FINANCIAL STATEMENTS
                             AS OF JULY 31, 2004




In 2003, the Company issued 105,000 common shares pursuant to a
Rule 504 offering at $.05 per share.  The Company received
proceeds of $5,250.

In January 2003, the Company issued 100,000 common shares as
consideration for entering into a license agreement (See Note 3).

In January 2003, upon reliance on APB 25, a principal stockholder,
in what is deemed to be an effective capital contribution to the
Company, transferred 3,500,000 shares of common stock to the
Company.  Simultaneously, the Company effectively issued 3,500,000
shares of common stock to its new president in exchange for future
services.  The shares issued have a fair value based on the recent
cash offering price of $.05 per share for an aggregate $175,000.
These shares owned by the president are not transferable and bear
a substantial risk of forfeiture if services are not performed for
the Company within two years from when the Company had issued the
3,500,000 shares.  As a result, the Company has recorded deferred
compensation with a corresponding credit to additional paid-in
capital for $175,000.  Compensation will be recognized at the
point in which services are performed.  If services are not
performed for the Company within two years, the 3,500,000
transferred shares revert to the principal stockholder (See Note
2).

(B) In-Kind Contribution
------------------------

During 2002, the Company recorded additional paid in capital of
$24,000 for the fair value of services contributed to the Company
by its president (See Note 2).

During 2003, the Company recorded additional paid in capital of
$22,000 for the fair value of services contributed to the Company
by its president (See Note 2).

During 2004, the Company recorded additional paid in capital of
$24,000 for the fair value of services contributed to the Company
by its president (See Note 2).

NOTE 5	LOAN PAYABLE - STOCKHOLDERS
------  ---------------------------

During 2003, the Company received working capital loans of $5,000
from its President and $5,000 from a principal stockholder
aggregating $10,000.  The loans are non-interest bearing,
unsecured and due on demand (See Note 2).

NOTE 6	INCOME TAXES
------  ------------

There was no income tax expense for the years ended July 31, 2004
and 2003 due to the Company's net losses.  The Company's tax
expense differs from the "expected" tax expense (benefit) for the
years ended July 31, 2004 and 2003 (computed by applying the
Federal Corporate tax rate of 34% to expected tax loss) as
follows:
                                       10


<PAGE>

                      ADVANCED SPORTS TECHNOLOGIES, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO FINANCIAL STATEMENTS
                             AS OF JULY 31, 2004



                                              2004           2003
                                           ----------     ----------
Computed "expected" tax expense (benefit)  $ (43,211)     $ (22,723)
Change in valuation allowance                 43,211         22,723
                                           ----------     ----------
                                           $       -      $       -
                                           ==========     ==========


The effects of the temporary differences that gave rise to
significant portions of deferred tax assets and liabilities at
July 31, 2004 and 2003 are as follows:

Deferred tax assets:                          2004           2003
                                           ----------     ----------

Net operating loss carryforward (benefit)  $  77,643      $  34,432
                                           ----------     ----------
Total gross deferred tax assets               77,643         34,432
Less valuation allowance                     (77,643)       (34,432)
                                           ----------     ----------

Net deferred tax assets                    $       -      $       -
                                           ==========     ==========

The Company has a net operating loss carryforward of approximately
$228,300 available to offset future taxable income through 2024.

The valuation allowance at July 31, 2004 was $77,643, the net
change in the valuation allowance for the year ended July 31, 2004
was an increase of $43,211.

NOTE 7	GOING CONCERN
------  -------------

As reflected in the accompanying financial statements, the Company
is in the development stage with no operations, has a negative
cash flow from operations of $12,445 and a working capital and
stockholders' deficiency of $205,488.  This raises substantial
doubt about its ability to continue as a going concern.  The
ability of the Company to continue as a going concern is dependent
on the Company's ability to raise additional capital and implement
its business plan.  The financial statements do not include any
adjustments that might be necessary if the Company is unable to
continue as a going concern.

The Company is negotiating with capital funding sources and
service providers to implement its business plan, and searching
for other products to license or acquire for introduction.
Management believes that actions presently being taken to raise
capital, implement its business plan and generate revenues provide
the opportunity for the Company to continue as a going concern.


                                       11

<PAGE>






<PAGE>


Item 8.		CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.

(a) Previous Independent Auditors:

(i) Salberg & Company, PA ("Salberg") was dismissed as the independent
auditor for the Company on March 4, 2004.

(ii) Salberg's reports on the financial statements of the Company for
the fiscal years ended July 31, 2003 and 2002, and for the period from
August 9, 2001 (inception) through July 31, 2003 contain no adverse
opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles except that there
was an explanatory paragraph relating to our ability to continue as a
going concern.

(iii) The Company's Board of Directors approved the change in
accountants.

(iv) For the fiscal years ended July 31, 2003 and 2002, for the period
from August 9, 2001 (inception) through July 31, 2003, and for the
interim period from August 1, 2003 to March 4, 2004 there has been no
disagreement between the Company and Salberg, on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement, if not resolved to the
satisfaction of Salberg would have caused it to make a reference to the
subject matter of the disagreement in connection with its reports.

(v) During the fiscal years ended July 31, 2003 and 2002, and for the
period from August 9, 2001 (inception) through July 31, 2003 and for the
interim period from August 1, 2003 through March 4, 2004 (the date the
relationship ended with the former accountant), the Company has not been
advised of any matters described in Regulation S-B, Item 304(a)(1)(B).

(b) New Independent Accountants.

(i) The Company engaged Webb & Company P.A., 1375 Gateway Boulevard,
Boynton Beach, Florida, 33426 ("Webb"), as its new independent
accountants as of March 4,2004, Prior to such date the Company did not
consult with Webb regarding (i) the application of accounting
principles, (ii) the type of audit opinion that might be rendered by
Webb, or (iii) any other matter that was subject of
a disagreement between the Company and its former auditor as described
in Item 304(a)(1)(iv) of Regulation S-B.


<PAGE>


Item 8A.	CONTROLS AND PROCEDURES.

     The Company maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed in the
Company's Securities Exchange Act reports is recorded, processed,
summarized and reported within the time periods specified in the SEC's
rules and forms, and that such information is accumulated and
communicated to the Company's management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure.  In designing and evaluating
the disclosure controls and procedures, management recognized that any
controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control
objectives, and management necessarily was required to apply its
judgment in evaluating the cost-benefit relationship of possible
controls and procedures.

     During the 90-day period prior to the date of this report, an
evaluation was performed under the supervision and with the
participation of our Company's management, including the Chief Executive
Officer and the Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and
procedures.  Based upon that evaluation, the Chief Executive Officer and
the Chief Financial Officer concluded that the Company's disclosure
controls and procedures were effective.  Subsequent to the date of this
evaluation, there have been no significant changes in the Company's
internal controls or in other factors that could significantly affect
these controls, and no corrective actions taken with regard to
significant deficiencies or
material weaknesses in such controls.



<PAGE>


Item 9.		DIRECTORS AND EXECUTIVE OFFICERS

Our sole director and executive officer is:


Name                Age    Position                         Director Since
--------------------------------------------------------------------------
Curtis Olschansky   41     President, principal executive   2002
                           officer, Interim principal
                           financial officer, general
                           counsel and Director





     Curtis Olschansky served as the Vice President of Exerfun Inc. from
its inception in December 1994 through Spring 2002.  He is also a
licensed real estate broker and has worked since January 1996 as a sole
proprietor commercial real estate broker.  Simultaneously, Mr.
Olschansky devotes approximately twenty-five percent of his business
efforts to furthering our business plan, primarily by searching for and
testing products for potential acquisition or license by the company and
by meeting with prospective investors.  Mr. Olschansky has indicated
that if we secure financing in excess of $250,000 he would devote the
majority of his business efforts to our operations.

     Additionally, Mr. Olschansky has been involved in direct marketing
of fitness equipment for 15 years.  Mr. Olschansky has assisted in
developing the products and/or marketing strategies for several direct
marketed fitness equipment products, including the Ab-Isolator, the Ab-
Revolutionizer, the -Isolator and a home gym technology, which was
licensed to several companies including Stairmaster, etc.  Mr.
Olschansky assisted in the production of the Ab Revolutionizer and
Isolator infomercials for these products as well as the prototyping of
the actual products themselves.

Directors' Remuneration

Our directors are presently not compensated for serving on the
board of directors.



<PAGE>


Item 10.		EXECUTIVE COMPENSATION.


Employment Agreements

We have not entered into any employment agreements.


Summary Compensation Table

	The following table sets forth the total compensation accrued for
the for the years ended July 31, 2004 and 2003 to our President, who was
our sole executive officer at the end of our last fiscal year and.

Annual Compensation



<TABLE>
<CAPTION>


                                                         Other        Restricted    Securities                    All
    Name and                                            Annual          Stock       Underlying     LTIP          Other
Principal Position      Year     Salary     Bonus     Compensation     Awards        Options      Payouts    Compensation
------------------      ----     ------     -----     ------------    ----------    ----------    -------    ------------
<S>                     <C>      <C>        <C>       <C>             <C>           <C>           <C>        <C>
Curtis Olschansky,      2004      $24,000     0             0             0             0            0             0
President

                        2003      $22,000     0             0             0             0            0             0

</TABLE>

Stock Option Grants in the past fiscal year

We have not issued any grants of stock options in the past fiscal year.



<PAGE>



Item 11.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth information regarding beneficial
ownership of our common stock as of the date of this prospectus and as
adjusted to reflect the sale of all shares which may potentially be sold
in connection with this registration statement, by (i) those
shareholders known to be the beneficial owners of more than five percent
of the voting power of our outstanding capital stock, (ii) each
director, and (iii) all executive officers and directors as a group:



Name and Address of                     Number of       Percent
Beneficial Owner                        Shares Owned    Owned
--------------------------              -------------   -----------

Curtis Olschansky,                      3,500,000(1)    63.08%
9700 Via Emilie
Boca Raton, FL  33428

Meredith Dodrill(2)                     1,500,000       27.03%
5800 Hamilton Way
Boca Raton, FL  33496

All Directors and Officers as
A Group (1 person)			3,500,000	63.08%
_____________
(1)	Mr. Olschansky acquired these shares
in a private transaction from Meredith Dodrill on January 3, 2003
for no consideration.

(2)	Meredith Dodrill is the wife of James
Dodrill, our legal counsel.


<PAGE>



Item 12. 	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In January 2003 we entered into a licensing agreement with
Exerciting, LLC to acquire the exclusive rights associated with a
product known as Better Buns.  The terms of the licensing agreement
provide that we will pay Exerciting a royalty of eight percent (8%) of
gross revenues derived from our sales of the product and that we must
achieve certain minimum sales figures on an annual basis or pay minimum
royalty payments of fifty thousand dollars ($50,000) per quarter
regardless of sales achieved.  Curtis Olschansky, our Chief Executive
Officer is the brother of Brad Olschansky and Scott Olschansky, who are
the owners of Exerciting, LLC, which is the owner of the Better Buns
product.

     Our founder and second largest shareholder, Meredith Dodrill, asked
her husband James Dodrill to serve as our interim president when the
company was founded.  Mr. Dodrill served as such without receiving any
compensation for his services.  Mr. Dodrill now serves as our corporate
legal counsel.

     Because of their initiatives in founding and organizing our
business Mr. And Mrs. Dodrill may both be considered promoters of our
company.  Mrs. Dodrill is presently the holder of 1,500,000 shares of
our common stock for which she paid $10,000.  Mr. Dodrill presently
serves as our legal counsel and is currently owed $50,000 for legal
services provided to the company.

     During October 2003, we received working capital loans of $5,000
from Mr. Curtis Olschansky, our President and $5,000 from Mrs. Dodrill
aggregating $10,000.  The loans are non-interest bearing, unsecured and
due on demand.

<PAGE>


Item 13.  EXHIBITS, LIST AND REPORTS ON FORM 8-K.

(a)	Exhibits

Exhibit Number		Description

3.1.1	Articles of Incorporation of Advanced Sports Technologies, Inc. *

3.1.2	Bylaws of Advanced Sports Technologies, Inc. *

3.1.3	Specimen certificate of the Common Stock of Advanced Sports
        Technologies, Inc. *

10.1.1	Licensing Agreement between the company and Exerciting *

10.2	Amendment to Licensing Agreement *

14.1	Code of Ethics




* Incorporated by reference from the Company's Registration Statement on
Form SB-2 (Registration Number 333-106299)


(b)	Reports on Form 8-K.

No reports on Form 8-K were filed during the last quarter of the
period covered by this report.

<PAGE>


Item 14.	Principal Accountant Fees and Services.

     	The Company paid audit fees to its independent certified public
accountant, Webb & Company, P.A. in the amount of $4,800 for the year
ended July 31, 2004 and audit fees in the amount of $_______ to its
former independent certified public accountant, Salberg & Company, P.A.
for the year ended July 31, 2003.  There were no fees paid to the
independent certified public accountants for tax and other services for
these periods.


<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.


                ADVANCED SPORTS TECHNOLOGIES, INC.

November 15, 2004       By: /s/ Curtis Olschansky
                            ---------------------------
                                Curtis Olschansky
                                Principal Executive Officer,
                                President, Principal Financial
                                Officer, Principal Accounting
                                Officer and Director






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