SECURITIES AND EXCHANGE COMMISSION (2)

                             Washington, D.C. 20549

                                   Form 10-QSB

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

                         For Quarter ended June 30, 2004

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

      For the transition period from _________________ to ________________

                           Commission File No 0-32307

                               ALPHA HOLDING, INC.
                  --------------------------------------------
             (Exact name of registrant as specified in its charter)

                               Delaware 59-3518707
                               -------- ----------
              (State or other jurisdiction (IRS Employer ID Number)
                        of incorporation or organization)


     Suite 205, 9977-178 Street, bldg #74, Edmonton, Alberta Canada T5T 6J6
               --------------------------------------------------
                    (Address of principal executive offices)

                                 (780) 445-8769
                            -------------------------
                           (Issuer's Telephone Number)

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

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

     As of June 30, 2004, the Issuer had 8,330,000 shares of Common Stock, par
value $.001 per share, issued and outstanding.


Item 1. Financial Statements and Exhibits

     (a)  The unaudited financial statements of Registrant for the three months
          ended June 30, 2004, follow. The financial statements reflect all
          adjustments which are, in the opinion of management, necessary to a
          fair statement of the results for the interim period presented.

<PAGE>



                               ALPHA HOLDING, INC.

                                  JUNE 30, 2004
                                   (UNAUDITED)




                                    I N D E X


                                                                 Page No.
                                                                ----------


CONDENSED BALANCE SHEET                                              2



CONDENSED STATEMENTS OF OPERATIONS                                  3



CONDENSED STATEMENTS OF CASH FLOWS                                  4



NOTES TO CONDENSED FINANCIAL STATEMENTS                             5


























<PAGE>





<TABLE>
<CAPTION>
                               ALPHA HOLDING, INC.

                             CONDENSED BALANCE SHEET
                                   (UNAUDITED)

                                  JUNE 30, 2004


                                                                            Three Months Ended
                                                                 June 30
                                                                                            2004
                                                                          2003
                                                                                            ------
                                                                         ------

                                     Assets
                                    --------

<S>                                                              <C>               <C>
Current assets
     Loans receivable - related party                            $       430       $       430
                                                                 -----------       -----------
Total assets                                                     $       430       $       430
                                                                 =======           =======




                    Liabilities and Stockholders' Deficiency
                ------------------------------------------------

Current liabilities
     Accounts payable/Accrued expenses                           $   16,731        $     8,740
     Due to related party                                           18,920                12,068
                                                                 ------------       ------------

Total Liabilities                                                   35,651           20,808
                                                                 ------------      ------------


Stockholders' deficiency
     Common stock  - $.001 par value
         10,000,000 shares authorized
         issued 8,330,000 shares in 2004
         and 3,800,000 in 2003                                       8,330             3,800
     Additional paid-in capital                                       5,160             5,160
     Deficit                                                        (48,711)          (29,338)
                                                                 ------------      ------------

Total stockholders' deficiency                                      (35,221)          (20,378)
                                                                 ------------       ------------

Total liabilities and stockholders' deficiency                   $       430       $       430
                                                                 =======           =======
</TABLE>



                 The accompanying notes are an integral part of
                       the condensed financial statements.

<PAGE>





<TABLE>
<CAPTION>
                               ALPHA HOLDING, INC.

                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)



                                                                   Three Months June 30,
                                                                2 0 0 4          2 0 0 3
                                                                ---------        -------

<S>                                                     <C>                   <C>
Cost and expenses
     General and administrative expenses                $         2,901       $       2,775

Total cost and expenses                                 $         2,901       $       2,775
                                                                =========        =========
     Operating loss

Net loss                                                $        (2,901)      $     (2,775)
                                                               =========          =========

Loss per common share                                   $           (.00)     $
(.00)
                                                               =========        =========

Weighted average common shares outstanding                      8,330,000         3,800,000
                                                               =========        =========
</TABLE>







                 The accompanying notes are an integral part of
                       the condensed financial statements.











<PAGE>










<TABLE>
<CAPTION>
                               ALPHA HOLDING, INC.

                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)



                                                                                        Six Months Ended June30,
                                                                                            2 0 0 4       2 0 0 3
                                                                                            --------      --------

Cash flows from operating activities
<S>                                                                                 <C>                   <C>
     Net loss                                                                       $      (7,151)        $(4,095)
     Adjustments to reconcile net loss to net cash used in operating activities:
     Accrued expenses                                                                       3,649           2,640
                                                                                        ---------- ---
-------------

Net cash used in operating activities                                                      (3,502)         (1,455)
                                                                                        --------------
--------------
Cash flows from financing activities
      Due to related party                                                                  3,502           1,455
                                                                                             --------------
--------------

Net cash provided by financing activities                                                   7,151           1,455

Net change in cash                                                                             --              --

Cash - beginning of period                                                                     --   --
                                                                                        --------------
--------------

Cash - end of period                                                                $         --          $    --
                                                                                             ==================
</TABLE>







                 The accompanying notes are an integral part of
                       the condensed financial statements.






<PAGE>











                               ALPHA HOLDING, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                 (NOT REVIEWED)



1. BUSINESS DESCRIPTION - ORGANIZATION

    The accompanying unaudited condensed financial statements have been prepared
    in accordance with accounting principles generally accepted in the United
    States of America for interim financial information and with the
    instructions to Form 10-QSB and Item 310 of Regulation S-B. Accordingly,
    they do not include all of the information and footnotes required by
    accounting principles generally accepted in the United States of America for
    complete financial statements. In the opinion of management, all adjustments
    (consisting of normal recurring accruals) considered necessary for a fair
    presentation have been included. Operating results for the three months
    ended June 30, 2004 are not necessarily indicative of the results that may
    be expected for the year ending December 31, 2004. For further information,
    refer to the financial statements and footnotes thereto included in the Form
    10-KSB for the year ended December 31, 2003.

    On August 19, 1997, Alpha Holding, Inc. (the "Company") was incorporated
    under the laws of the State of Delaware. The Company may engage in any
    business that is permitted by the general corporation law of Delaware. The
    Company is a "blank check" company. A "blank check" company is a company
    that has no specific business plan or purpose or has indicated that its
    business plan is to engage in a merger or acquisition with an unidentified
    company or companies. The Company has been exploring sources to obtain
    additional equity or debt financing. The Company has entered into
    negotiations to acquire a privately held company in exchange for issuance of
    a controlling interest of the Company's stock. The Company has also
    indicated its intention to participate in one or more as yet unidentified
    business ventures, which management will select after reviewing the business
    opportunities for their profit or growth potential.

     LIQUIDITY AND CAPITAL RESOURCES

    The accompanying financial statements have been prepared assuming that the
    Company will continue as a going concern. The Company has suffered recurring
    losses from operations and has a net capital deficiency that raises
    substantial doubt about its ability to continue as a going concern.

    The Company is a "blank check" Company and has experienced no significant
    change in liquidity, capital resources of stockholders' equity other than
    the receipt of proceeds for its operating expenses. Substantially all of
    such funds have been used to pay expenses incurred by the Company.

     RESULTS OF OPERATIONS

    For the six months ended June 30, 2004 and 2003, the Company had engaged in
    no significant operations other than the acquisition of capital for general
    and administrative expenses and registration of its securities under the
    Securities Exchange Act of 1934. During this period, the Company received no
    operating revenues. General and administrative expenses consist primarily of
    professional fees.

    The Company is seeking to carry out its plan of business to complete a
    merger or business acquisition transaction. The Company's existing capital
    will not be sufficient to meet the Company's cash needs, including complying
    with its continuing reporting obligation under the Securities Exchange Act
    of 1934. Accordingly, additional capital will be required.



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     STATEMENT OF CASH FLOWS

    The Company considers all highly liquid debt instruments purchased with a
    maturity of three months or less to be cash equivalents. No cash was paid
    for interest for the six months ended June 30, 2004 and 2003. During the six
    months ended June, 2004 and 2003, the Company paid $-0- and $455
    respectively, in income taxes.

     START-UP COSTS

    The Company adopted the provisions of the American Institute of Certified
    Public Accountants' Statement of Position 98-5, "Reporting on the Costs of
    Start-Up Activities". SOP provides guidance on the financial reporting of
    start-up and organization costs and requires such costs to be expensed as
    incurred.

     The start-up costs consist principally of professional and consulting fees.

     LOSS PER COMMON SHARE

    Loss per common share is computed by dividing the net loss for the period by
    the weighted average number of shares outstanding for the six months ended
    June 30, 2004 and 2003.

     USE OF ESTIMATES

    The preparation of the accompanying condensed financial statements, in
    conformity with generally accepted accounting principles, requires
    management to make estimates and assumptions that affect the reported
    amounts of assets and liabilities, and disclosure of contingent assets and
    liabilities at the date of the financial statements, and the reported
    amounts of expenses during the reporting periods. Actual results could
    differ from those estimates.

     SIGNIFICANT ESTIMATES

    Several areas require significant management estimates relating to
    uncertainties for which it is reasonably possible that there will be a
    material change in the near term. The significant area requiring the use of
    management estimates related to accrued expenses.

     INCOME TAXES

    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
    basis. 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 reverse. The effect on deferred tax
    assets and liabilities from a change in tax rates is recognized in the
    statement of operations in the period that includes the enactment date.

    The Company has not yet commenced an active trade or business, therefore,
    the Company did not provide any current or deferred federal or state income
    tax provision or benefit for any of the periods presented because to date,
    it has experienced operating losses. The Company has a federal net operating
    loss carry forward of approximately $29,000 expiring in the years 2017
    through 2022. The tax benefit of this net operating loss, based on an
    effective tax rate of 40%, is approximately $12,000 and has been offset by a
    full valuation allowance.




2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     INCOME TAXES (Continued)

    For the six months ended June 30, 2004 and 2003, based on an effective tax
    rate of 40%, the valuation allowance increased by $2,860 and $1,639,
    respectively.

    The use of net operating loss carry forward is subject to limitations
    imposed by the Internal Revenue Service in the event of the change in
    control.

3. COMMON STOCK

    The Company is authorized to issue 10,000,000 shares of par value $.001
    common stock. The Company has issued and outstanding 8,330,000 shares of
    common stock that has been valued at prices ranging from $.001 to $.10.
    These values were based upon management's estimate of the current market
    prices at the time the shares were issued.


4. RELATED PARTY TRANSACTIONS

    The caption "Due to related Company" are loans that are unsecured,
    non-interest bearing and have no fixed terms of repayment, therefore, deemed
    payable on demand. The Company's operating expenses in 2004 and 2003 were
    paid by the related company.

    The balance due to the related company, at June 30 was $18,920.















<PAGE>


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

     The Company is considered a development stage company with limited assets
or capital, and with limited operations or income since inception in August,
1997. The costs and expenses associated with the preparation and filing of this
registration statement and other operations of the company have been paid for by
the controlling shareholders of the Company who are also its officers and
directors. It is anticipated that the Company will require only nominal capital
to maintain the corporate viability of the Company and any additional needed
funds will most likely be provided by the Company's existing shareholders or its
officers and directors in the immediate future. Current shareholders have not
agreed upon the terms and conditions of future financing and such undertaking
will be subject to future negotiations, except for the express commitment of the
officers and directors to fund required filings pursuant to the Securities
Exchange Act of 1934 (the " `34 Act"). Repayment of any such funding will also
be subject to such negotiations. However, unless the Company is able to
facilitate an acquisition of or merger with an operating business or is able to
obtain significant outside financing, there is substantial doubt about its
ability to continue as a going concern.

     In the opinion of management, inflation has not and will not have a
material effect on the operations of the Company until such time as the Company
successfully completes an acquisition or merger. At that time, management will
evaluate the possible effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.

     Management plans may but do not currently provide for experts to secure a
successful acquisition or merger partner so that it will be able to continue as
a going concern. In the event such efforts are unsuccessful, contingent plans
have been arranged to provide that the current Director of the Company is to
fund required future filings under the 34 Act, and existing shareholders have
expressed an interest in additional funding if necessary to continue the Company
as a going concern.

Plan of Operation

     The Company has entered into negotiations to acquire a privately held
company in exchange for issuance of a controlling interest in the Company's
common stock. In the event that negotiations are not concluded successfully,
then during the next twelve months, the Company will continue to actively seek
out and investigate possible business opportunities with the intent to acquire
or merge with one or more business ventures. In its search for business
opportunities, management will follow the procedures outlined in Item 1, above.
Because the Company has limited funds, it may be necessary for the officers and
directors to either advance funds to the Company or to accrue expenses until
such time as a successful business consolidation can be made. The Company will
not make it a condition that the target company must repay funds advanced by its
officers and directors. Management intends to hold expenses to a minimum and to
obtain services on a contingency basis when possible. Further, the Company's
directors will defer any compensation until such time as an acquisition or
merger can be accomplished. However, if the Company engages outside advisors or
consultants in its search for business opportunities, it may be necessary for
the Company to attempt to raise additional funds. As of the date hereof, the
Company has not made any arrangements or definitive agreements to use outside
advisors or consultants or to raise any capital. In the event the Company does
need to raise capital, most likely the only method available to the Company
would be to private sale of its securities. Because of the nature of the Company
as a development stage company, it is unlikely that it could make a public sale
of securities or be able to borrow any significant sum from either a commercial
or private lender. There can be no assurance that the Company will be able to
obtain additional funding when and if needed, or that such funding, if
available, can be obtained on terms acceptable to the Company.

     The Company does not intend to use any employees, with the possible
exception of part-time clerical assistance on an as-needed basis. Outside
advisors or consultants will be used only if they can be obtained for minimal
cost or on a deferred payment basis. Management is convinced that it will be
able to operate in this manner and to continue its search for business
opportunities during the next twelve months.



ITEM 3.  CONTROLS AND PROCEDURES

     In accordance with Exchange Act Rules 13a-15 and 15d-15, we carried out an
evaluation, under the supervision and with the participation of management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of our disclosure controls and procedures as of the end of the
period covered by this report. Based on that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and
procedures were effective as of June 30, 2004 to provide reasonable assurance
that information required to be disclosed in our 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.

     There has been no change in our internal controls over financial reporting
that occurred during the quarter ended June 30, 2004 that has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.




Forward-Looking Statements

     This Form 10-QSB includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements, other than
statements of historical facts, included or incorporated by reference in this
Form 10-QSB which address activities, events or developments which the Company
expects or anticipates, will or may occur in the future, including such things
as future capital expenditures (including the amount and nature thereof),
finding suitable merger or acquisition candidates, expansion and growth of the
Company's business and operations, and other such matters are forward-looking
statements. These statements are based on certain assumptions and analysis made
by the Company in light of its experience and its perception of historical
trends, current conditions and expected future developments as well as other
factors it believes are appropriate in the circumstances. However, whether
actual results or developments will conform with the Company's expectations and
predictions is subject to a number of risks and uncertainties, general economic
market and business conditions; the business opportunities (or lack thereof)
that may be presented to and pursued by the Company; changes in laws or
regulation; and other factors, most of which are beyond the control of the
Company. Consequently, all of the forward-looking statements made in this Form
10-QSB are qualified by these cautionary statements, and there can be no
assurance that the actual results or developments anticipated by the Company
will be realized or, even if substantially realized, that they will have the
expected consequence to or effects on the Company or its business or operations.
The Company assumes no obligations to update any such forward-looking
statements.


                                     PART II

Item 6. Exhibits and reports on Form 8-K

     (a) The exhibits required to be filed herewith by Item 601 of regulation
S-B, as described in the following index of exhibits, are incorporated
          herein by reference, as follows:

Exhibit No.    Description
-----------    -----------

3.1 Articles of Incorporation of Alpha Holding, Inc. (1)
3.2 By-Laws of Alpha Holding, Inc. (1)
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


(1) Incorporated by reference from the Form 10-SB filed by the Company on
February 7, 2001

(b) b) The Company filed the following report on Form 8-K during the quarter
ended June 30, 2004.

          On June 9, 2004, the Company filed a Form 8-K relating to the
following reportable events: (i) On May 12, 2004 Madison Holdings, Inc. sold
1,260,000 restricted shares of common stock constituting approximately 33% of
the Registrants issued and outstanding common stock as follows: 840,000 of the
shares were sold to Sea Horse International Ventures, Inc. and 420,000 shares
were sold to Graham Millington. The aggregate purchase price for the shares was
$50,000. On May 12,
2004 the Registrant issued 3,020,000 restricted common shares for Sea Horse
International Ventures, Inc. and 1,510,000 restricted common shares to Graham
Millington. As a result of the sale and stock issuance, Sea Horse owns a total
of 3,860,000 of Registrant's common stock constituting approximately 46% of the
Company's issued and outstanding shares and Graham Millington owns 1,930,000
shares of the Company's issued and outstanding shares constituting approximately
23% of the Company's issued and outstanding shares. (ii) On May 12,2004, John R.
Rice, III and Joseph F. Ingrassia resigned as officers and directors of
Registrant and the following were appointed as Officers and Directors of the
Registrant. (iii) the new officers and directors are Rodney Koch, Chairman and
Director; Graham Millington, President and Chief Executive Officer and Director;
Wayne Izumi Secretary and Director.





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

Dated: August 17, 2004                     ALPHA HOLDING, INC.


                                           /s/ Graham J. Millington
                                             ---------------------
                                           Graham J. Millington, President &
                                           C.E.O.



                                           /s/ Rodney Koch
                                           -----------------------
                                           Rodney Koch, Chairman























<PAGE>


EXHIBIT 31.1


                     Alpha Holdings SEC Form 10-QSB 06-30-04

        CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Graham J. Millington, being the President of Alpha Holding Inc. certify that:

1.   I have reviewed this quarterly report on Form 10-QSB for the period ended
     June 30, 2004.

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made. Not misleading with respect to the period covered by
     this quarterly report; and

3.   Based on my knowledge, the financial statements and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for the periods presented in this
     quarterly report.

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act rules 13a-14 and 15d-14) for the registrant and have:

          a)   designed such disclosure controls and procedures to ensure that
               material information relating to the registrant, including its
               consolidated subsidiaries, is made known to us by others within
               those entities, particularly during the period in which this
               quarterly report is being prepared;

          b)   evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date oft his quarterly report (the "Evaluation Date"); and

          c)   presented in this quarterly report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

          a)   all significant deficiencies in the design or operation of
               internal controls which could adversely affect the registrant's
               ability to record, process, summarize and report financial data
               and have identified for the registrant's auditors any material
               weaknesses in internal controls; and

          b)   any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Dated: August 17, 2004


/s/ Graham J. Millington
----------------------------
Grham J. Millington, President

















<PAGE>




Exhibit 31.2

                     Alpha Holdings SEC Form 10-QSB 06-30-04

        CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Rodney Koch, being Chairman of Alpha Holding Inc.
certify that:

1.   I have reviewed this quarterly report on Form 10-QSB for the period ended
     June 30, 2004.

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made. Not misleading with respect to the period covered by
     this quarterly report; and

3.   Based on my knowledge, the financial statements and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for the periods presented in this
     quarterly report.

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act rules 13a-14 and 15d-14) for the registrant and have:

          a)   designed such disclosure controls and procedures to ensure that
               material information relating to the registrant, including its
               consolidated subsidiaries, is made known to us by others within
               those entities, particularly during the period in which this
               quarterly report is being prepared;

          b)   evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date oft his quarterly report (the "Evaluation Date"); and

          c)   presented in this quarterly report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

          a)   all significant deficiencies in the design or operation of
               internal controls which could adversely affect the registrant's
               ability to record, process, summarize and report financial data



























<PAGE>














Exhibit 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Quarterly Report of Alpha Holdings, Inc. on Form
10-QSB for the period ending June 30, 2004 as filed with the Securities and
Exchange Commission on the date hereof, we Graham J. Millington, President of
the Company and Rodney Koch, Chairman of the Company certify, pursuant to 18
U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of
2002, that:

     1. The Report complies with the requirements of section 12(a) or 15 (d) of
the Securities Exchange Act of 1934; and

     2. The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.


August 17, 2004


/s/ Graham J. Millington
-----------------------------------------
Graham J. Millington, President



/s/ Rodney Koch
-----------------------------------------
Rodney Koch, Chairman