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 000-49656

                            KSIGN INTERNATIONAL INC.
                  --------------------------------------------
             (Exact name of registrant as specified in its charter)

                                Nevada 87-0772357
                               -------- ----------
              (State or other jurisdiction (IRS Employer ID Number)
                        of incorporation or organization)


   12th floor, Hanmi Bldg. 192-19 Nonhun-Dong, Kangwam-Gu Seoul Korea 135-010
               --------------------------------------------------
                    (Address of principal executive offices)

                               011-82(2) 546-1668
                            -------------------------
                           (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 47,696.375 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.

Microsoft Word 10.0.3416;



















<TABLE>
<CAPTION>
                            KSIGN INTERNATIONAL, INC.
                      (FORMERLY WITNET INTERNATIONAL, INC.)

                        CONSOLIDATED FINANCIAL STATEMENTS

                      QUARTERS ENDED JUNE 30, 2004 AND 2003






                                    CONTENTS

<S>                                                                                                               <C>
Consolidated Balance Sheets                                                                                       1

Consolidated Statement of Operations                                                                            2-3

Consolidated Statement of Changes in Stockholders' Equity                                                         4

Consolidated Schedule of Expenses                                                                               5-6

Consolidated Statement of Cash Flows                                                                              7

Notes to Consolidated Financial Statements                                                                     8-15
</TABLE>


<PAGE>



                                      - 1 -
<PAGE>


<TABLE>
<CAPTION>
KSIGN INTERNATIONAL, INC.
(FORMERLY WITNET INTERNATIONAL, INC.)
Consolidated Balance Sheets
June 30, 2004 and 2003
                                                                                            2004              2003

                                     ASSETS
Current
<S>                                                                              <C>                 <C>
    Cash and cash equivalents                                                    $        133,785    $     988,782
    Accounts receivable                                                                 1,511,334        1,544,906
    Inventory                                                                            -                  62,373
    Prepaid and sundry assets                                                              40,393           14,028
    Advances receivable (note 3)                                                            9,040           14,605
    Deferred tax (note 6)                                                                  39,128           16,857
------------------------------------------------------------------------------------------------------------------

                                                                                        1,733,680        2,641,551
Deposits                                                                                  185,486          192,947
Equipment (note 4)                                                                        289,520          380,356
Investments (note 5)                                                                       13,028           39,428
Deferred Tax (note 6)                                                                     221,812          170,571
------------------------------------------------------------------------------------------------------------------


                                                                                 $      2,443,526   $    3,424,853
------------------------------------------------------------------------------------------------------------------


                                   LIABILITIES
Current
    Accounts payable
       $                                                     467,508
       $319,589
    Income taxes payable                                                                    5,303         -
    Bank loan (note 7)                                                                    868,500          838,900
    Due to related party (note 8)                                                          97,706         -
    Loan payable (note 9)                                                                 150,000         -
------------------------------------------------------------------------------------------------------------------

                                                                                        1,589,017        1,158,489
Accrued Severance Payable                                                                  82,966           75,780
------------------------------------------------------------------------------------------------------------------


                                                                                        1,671,983        1,234,269
------------------------------------------------------------------------------------------------------------------


                              STOCKHOLDERS' EQUITY
Capital Stock (note 10)                                                                    47,696            1,260
Paid in Capital                                                                         3,049,803        3,095,559
Accumulated Other Comprehensive Income                                                    114,564           53,282
Accumulated Deficit                                                                   (2,440,520)        (959,517)
------------------------------------------------------------------------------------------------------------------

                                                                                          771,543        2,190,584
------------------------------------------------------------------------------------------------------------------


                                                                                 $      2,443,526  $     3,424,853
------------------------------------------------------------------------------------------------------------------

<FN>
APPROVED ON BEHALF OF THE BOARD

                  "KI-YOONG HONG"                                       "HONG-KEE LEE"

                                Director                                                      Director
</FN>
</TABLE>

<PAGE>



                                      - 1 -


<TABLE>
<CAPTION>
KSIGN INTERNATIONAL, INC.
(FORMERLY WITNET INTERNATIONAL, INC.)
Consolidated Statement of Operations
Six Months Ended June 30, 2004 and 2003





                                                                                            2004              2003

<S>                                                                              <C>               <C>
Revenue                                                                          $        300,251  $       539,045

Cost of Sales                                                                             404,721          624,369
------------------------------------------------------------------------------------------------------------------


Gross Profit                                                                            (104,470)         (85,324)

Expenses (page 5)                                                                         893,759          694,117
------------------------------------------------------------------------------------------------------------------


Operating Loss                                                                          (998,229)        (779,441)
------------------------------------------------------------------------------------------------------------------


Other
    Interest income                                                                         (120)          (9,457)
    Interest expense                                                                       35,084           18,180
    Other expenses                                                                          2,091            (152)
------------------------------------------------------------------------------------------------------------------


                                                                                           37,055            8,571
------------------------------------------------------------------------------------------------------------------


Loss Before Income Taxes                                                              (1,035,284)        (788,012)

    Deferred income taxes                                                               (143,000)        (120,000)
------------------------------------------------------------------------------------------------------------------


Net Loss
    $
    (892,284)
    $(668,012)
------------------------------------------------------------------------------------------------------------------


Fully Diluted Loss per Share
    $
    (0.019)
    $(0.020)
------------------------------------------------------------------------------------------------------------------


Weighted Average Number of Shares (note 10)                                            47,677,042       32,800,000
------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>



                                      - 1 -


<TABLE>
<CAPTION>
KSIGN INTERNATIONAL, INC.
(FORMERLY WITNET INTERNATIONAL, INC.)
Consolidated Statement of Operations
Quarters Ended June 30, 2004 and 2003





                                                                                            2004              2003

<S>                                                                              <C>               <C>
Revenue                                                                          $         41,580  $        78,383

Cost of Sales                                                                             185,092          156,875
------------------------------------------------------------------------------------------------------------------


Gross Profit                                                                            (143,512)         (78,492)

Expenses (page 6)                                                                         396,716          307,833
------------------------------------------------------------------------------------------------------------------


Operating Loss                                                                          (540,228)        (386,325)
------------------------------------------------------------------------------------------------------------------


Other
    Interest income                                                                          (45)            (349)
    Interest expense                                                                       20,972           13,393
    Other expenses                                                                          (865)             (17)
------------------------------------------------------------------------------------------------------------------


                                                                                           20,062           13,027
------------------------------------------------------------------------------------------------------------------


Loss Before Income Taxes                                                                (560,290)        (399,352)

    Deferred income taxes                                                                (67,000)         (58,000)
------------------------------------------------------------------------------------------------------------------


Net Loss
    $
    (493,290)
    $(341,352)
------------------------------------------------------------------------------------------------------------------


Fully Diluted Loss per Share
    $
    (0.010)
    $(0.010)
------------------------------------------------------------------------------------------------------------------


Weighted Average Number of Shares (note 10)                                            47,696,375       32,800,000
------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>



                                      - 1 -


<TABLE>
<CAPTION>
KSIGN INTERNATIONAL, INC.
(FORMERLY WITNET INTERNATIONAL, INC.)
Consolidated Statement of Stockholders' Equity
Six Months Ended June 30, 2004 and 2003






                                                          Paid in       Accumulated
                                                       Capital in             Other                         Total
                               Number of    Capital     excess of     Comprehensive     Accumulated  Stockholders'
                                  Shares      Stock     Par Value            Income         Deficit        Equity
------------------------------------------------------------------------------------------------------------------


<S>                             <C>        <C>       <C>              <C>        <C>         <C>
Balance, January 1, 2003        1,260,375  $  1,260  $   3,095,559    $  65,491  $(291,505)  $2,870,805
Foreign exchange on
  translation                     -           -            -              (12,209)          -             (12,209)
Net Income                        -           -            -               -              (668,012)      (668,012)
------------------------------------------------------------------------------------------------------------------


Balance, June 30, 2003          1,260,375  $  1,260
  $                         3,095,559    $
  53,282
  $(959,517)
  $2,190,584
------------------------------------------------------------------------------------------------------------------



Balance, January 1, 2004       47,638,375  $  47,638  $3,038,261  $53,298  $(1,548,236)  $1,590,961
Common shares issued for
  services                         58,000        58         11,542         -                -               11,600
Foreign exchange on
  translation                     -           -            -                61,266          -               61,266
Net Loss                          -           -            -               -              (892,284)      (892,284)
------------------------------------------------------------------------------------------------------------------


Balance, June 30, 2004         47,696,375  $ 47,696  $   3,049,803    $  114,564  $(2,440,520)  $771,543
------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>



                                      - 1 -


<TABLE>
<CAPTION>
KSIGN INTERNATIONAL, INC.
(FORMERLY WITNET INTERNATIONAL, INC.)
Consolidated Schedule of Expenses
Quarters Ended June 30, 2004 and 2003





                                                                                            2004              2003

<S>                                                                              <C>                    <C>
Expenses
    Salaries and benefits                                                        $        170,118       $128,791
    Bad debts                                                                              72,449         -
    Research and development                                                               39,936           78,151
    Professional fees                                                                      18,934            6,000
    Entertainment                                                                          18,624           13,584
    Travel                                                                                 14,503            8,200
    Office and general                                                                     11,065          (3,786)
    Rent                                                                                   10,724           18,047
    Taxes and dues                                                                         10,402           13,497
    Communications                                                                          8,599            5,496
    Vehicle                                                                                 5,108            2,863
    Insurance                                                                               4,173            3,298
    Books and printing                                                                      2,367              608
    Freight                                                                                   112              768
    Repairs and maintenance                                                                    52         -
    Advertising                                                                          -                   4,900
    Training                                                                             -                      80
    Building maintenance                                                                     (90)           15,803
    Depreciation                                                                            9,640           11,533
------------------------------------------------------------------------------------------------------------------


                                                                                 $        396,716  $       307,833
------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>



                                      - 1 -


<TABLE>
<CAPTION>
KSIGN INTERNATIONAL, INC.
(FORMERLY WITNET INTERNATIONAL, INC.)
Consolidated Schedule of Expenses
Six Months Ended June 30, 2004 and 2003





                                                                                            2004              2003

<S>                                                                              <C>                    <C>
Expenses
    Salaries and benefits                                                        $        382,622       $286,349
    Research and development                                                              129,539          158,208
    Professional fees                                                                     105,663           24,023
    Bad debts                                                                              72,449         -
    Entertainment                                                                          41,282           30,660
    Travel                                                                                 26,407           20,143
    Taxes and dues                                                                         23,469           30,242
    Rent                                                                                   19,481           34,911
    Communications                                                                         17,252           11,549
    Office and general                                                                     13,788            7,178
    Vehicle                                                                                12,038            6,156
    Consulting                                                                             11,600         -
    Insurance                                                                               5,043           11,579
    Advertising                                                                             4,113           30,822
    Books and printing                                                                      3,109            1,921
    Building maintenance                                                                    1,528           15,803
    Training                                                                                1,034              156
    Repairs and maintenance                                                                   522         -
    Freight                                                                                   373            1,072
    Depreciation                                                                           22,447           23,345
------------------------------------------------------------------------------------------------------------------


                                                                                 $        893,759  $       694,117
------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>



                                      - 1 -


<TABLE>
<CAPTION>
KSIGN INTERNATIONAL, INC.
(FORMERLY WITNET INTERNATIONAL, INC.)
Consolidated Statement of Cash Flows
Six Months Ended June 30, 2004 and 2003





                                                                                            2004              2003

Cash Flows from Operating Activities
<S>                                                                             <C>                     <C>
    Net loss                                                                    $       (892,284)       $(668,012)
    Adjustments for working capital and non-cash items:
      Depreciation                                                                         82,798           70,034
      Common shares issued for services                                                    11,600         -
      Accounts receivable                                                               2,005,799        1,560,989
      Inventory                                                                          -                  27,617
      Prepaid and sundry assets                                                          (14,637)          (2,491)
      Deferred tax                                                                      (143,000)        (120,000)
      Accounts payable                                                                (1,284,156)      (1,058,154)
      Income taxes                                                                         40,129         (36,483)
      Deposits                                                                              1,720         -
      Accrued severance payable                                                          (60,799)         (34,429)
------------------------------------------------------------------------------------------------------------------



(252,830) (260,929)
------------------------------------------------------------------------------------------------------------------


Cash Flows from Investing Activities
    Acquisition of equipment                                                              (7,089)        (178,107)
------------------------------------------------------------------------------------------------------------------


Cash Flows from Financing Activities
    Bank loan                                                                            -                 830,000
    Advances receivable                                                                     4,214            3,901
------------------------------------------------------------------------------------------------------------------


                                                                                            4,214          833,901
------------------------------------------------------------------------------------------------------------------


Foreign Exchange on Cash and Cash Equivalents                                              11,600            3,460
------------------------------------------------------------------------------------------------------------------


Net (Decrease) Increase in Cash and Cash Equivalents                                    (244,105)          398,325

Cash and Cash Equivalents - beginning of period                                           377,890          590,457
------------------------------------------------------------------------------------------------------------------


Cash and Cash Equivalents - end of period                                        $        133,785  $       988,782
------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>




KSIGN INTERNATIONAL, INC.
(FORMERLY WITNET INTERNATIONAL, INC.)
Notes to Consolidated Financial Statements
June 30, 2004 and 2003


                                      - 1 -





1.    Operations and Business

     Ksign International, Inc., formerly Witnet International, Inc. ("the
     Company"), was incorporated in the State of Nevada on February 2, 1998 and
     on October 2, 2002 changed its name from New Cinema Partners, Inc. to
     Witnet International, Inc. On September 30, 2003 the Company changed its
     name to Ksign International, Inc.

      On September 30, 2003, the Company entered into a definitive Share
      Exchange Agreement (the "Agreement") with Ksign Co., Ltd., ("Ksign Korea")
      a Korean corporation and its shareholders. The Agreement provided for the
      acquisition by the Company of 100% of the issued and outstanding capital
      stock of Ksign Korea. In exchange, the shareholders of Ksign Korea
      received 32,800,000 shares of the Company. As a result, the shareholders
      of Ksign Korea controlled 69% of the Company. While the Company is the
      legal parent, as a result of the reverse takeover, Ksign Korea became the
      parent company for accounting purposes.

      Upon completion of the share exchange, the business operations of Ksign
      Korea constituted virtually all of the business operations of the Company.
      Ksign Korea provides Public Key Infrastructure ("PKI") based solutions for
      the advancement of internet security. In addition, it has also developed
      many applications including; Extranet Access Management, Key Management
      Infrastructure, PKI-based Conditional Access System, and Secure Web and
      Application Transaction dealing with the usability and deployment aspects
      of PKI. The business operations of Ksign Korea are located in Seoul,
      Korea.


2.    Summary of Significant Accounting Policies

      The accounting policies of the Company are in accordance with generally
      accepted accounting principles of the United States of America, and their
      basis of application is consistent. Outlined below are those policies
      considered particularly significant:

      a)    Basis of Financial Statement Presentation

            These financial statements have been prepared in conformity with
            accounting principles generally accepted in the United States of
            America with the assumption that the Company will be able to realize
            its assets and discharge its liabilities in the normal course of
            business.

      b)    Basis of Consolidation

            The merger of the Company and Ksign Korea has been recorded as the
            recapitalization of the Company, with the net assets of the Company
            brought forward at their historical basis. The intention of the
            management of Ksign Korea was to acquire the Company as a shell
            company listed on NASDAQ. Management does not intend to pursue the
            business of the Company. As such, accounting for the merger as the
            recapitalization of the Company is deemed appropriate.


<PAGE>


                                      - 1 -





2. Summary of Significant Accounting Policies (cont'd)

      c)    Unit of Measurement

            The US Dollar has been used as the unit of measurement in these
financial statements.

      d)    Cash and Cash Equivalents

            Cash includes currency, cheques issued by others, other currency
            equivalents, current deposits and passbook deposits. Cash
            equivalents includes securities and short-term money market
            instruments that can be easily converted into cash. The investments
            that mature within three months from the investment date are also
            included as cash equivalents.

      e)    Inventories

            Inventories are stated at the lower of cost or net realizable value,
            determined by deducting selling expenses from selling price.

            The cost of inventories is determined by the specific identification
method.

      f)    Investments

            Investments in available-for-sale securities are being recorded in
            accordance with FAS-115 "Accounting for Certain Investments in Debt
            and Equity Securities". Equity securities that are not held
            principally for the purpose of selling in the near term are reported
            at fair market value with unrealized holding gains and losses
            excluded from earnings and reported as a separate component of
            stockholders' equity.

      g)    Equipment

            Equipment is stated at cost. Major renewals and betterments are
            capitalized and expenditures for repairs and maintenance are charged
            to expense as incurred. Depreciation is computed using the straight
            line method over 5 years.


<PAGE>


                                      - 1 -





2. Summary of Significant Accounting Policies (cont'd)

      h)    Revenue Recognition

            The Company generates revenues from product sales, licensing,
customer services and technical support.

            Revenues from products sales are recognized in accordance with Staff
            Accounting Bulletin No. 101 "Revenue Recognition in Financial
            Statements" ("SAB No. 101") when delivery has occurred provided
            there is persuasive evidence of an agreement, the fee is fixed or
            determinable and collection of the related receivable is probable.
            On going service and technical support contracts are negotiated
            separately at an additional fee.

            Technology license revenues are recognized in accordance with SAB
            No. 101 at the time the technology and license is delivered to the
            customer, collection is probable, the fee is fixed and determinable,
            a persuasive evidence of an agreement exists, no significant
            obligation remains under the sale or licensing agreement and no
            significant customer acceptance requirements exist after delivery of
            the technology.

            Revenues relating to customer services and technical support are
            recognized as the services are rendered ratably over the period of
            the related contract.

      i)    Currency Translation

            The Company's functional currency is Korean won. Adjustments to
            translate those statements into U.S. dollars at the balance sheet
            date are recorded in other comprehensive income.

            Foreign currency transactions of the Korean operation have been
            translated to Korean Won at the rate prevailing at the time of the
            transaction. Realized foreign exchange gains and losses have been
            charged to income in the period.


<PAGE>


                                      - 1 -





2. Summary of Significant Accounting Policies (cont'd)

      j)    Financial Instruments

            Fair values of cash equivalents, short-term and long-term
            investments and short-term debt approximate cost. The estimated fair
            values of other financial instruments, including debt, equity and
            risk management instruments, have been determined using market
            information and valuation methodologies, primarily discounted cash
            flow analysis. These estimates require considerable judgment in
            interpreting market data, and changes in assumptions or estimation
            methods could significantly affect the fair value estimates.

      k) Income Tax

            The Company accounts for income taxes pursuant to SFAS No. 109,
            "Accounting for Income Taxes". Deferred taxes are provided on a
            liability method whereby deferred tax assets are recognized for
            deductible temporary differences, and deferred tax liabilities are
            recognized for taxable temporary differences. Temporary differences
            are the differences between the reported amounts of assets and
            liabilities and their tax bases. Deferred tax assets are reduced by
            a valuation allowance when, in the opinion of management, it is more
            likely than not that some portion or all of the deferred tax assets
            will not be realized. Deferred tax assets and liabilities are
            adjusted for the effects of changes in tax laws and rates on the
            date of enactment.

      l)    Earnings or Loss per Share

            The Company adopted FAS No.128, "Earnings per Share" which requires
            disclosure on the financial statements of "basic" and "diluted"
            earnings (loss) per share. Basic earnings (loss) per share is
            computed by dividing net income (loss) by the weighted average
            number of common shares outstanding for the year. Diluted earnings
            (loss) per share is computed by dividing net income (loss) by the
            weighted average number of common shares outstanding plus common
            stock equivalents (if dilutive) related to stock options and
            warrants for each year.


<PAGE>


                                      - 1 -





2. Summary of Significant Accounting Policies (cont'd)

      m)    Concentration of Credit Risk

            SFAS No. 105, "Disclosure of Information About Financial Instruments
            with Off-Balance Sheet Risk and Financial Instruments with
            Concentration of Credit Risk", requires disclosure of any
            significant off-balance sheet risk and credit risk concentration.
            The Company does not have significant off-balance sheet risk or
            credit concentration. The Company maintains cash and cash
            equivalents with major Korean financial institutions.

            The Company's provides credit to its clients in the normal course of
            its operations. It carries out, on a continuing basis, credit checks
            on its clients and maintains provisions for contingent credit losses
            which, once they materialize, are consistent with management's
            forecasts.

            For other debts, the Company determines, on a continuing basis, the
            probable losses and sets up a provision for losses based on the
            estimated realizable value.

            Concentration of credit risk arises when a group of clients having a
            similar characteristic such that their ability to meet their
            obligations is expected to be affected similarly by changes in
            economic conditions. The Company does not have any significant risk
            with respect to a single client.

      n)    Use of Estimates

            Preparation of financial statements in accordance with accounting
            principles generally accepted in the United States of America
            requires management to make estimates and assumptions that affect
            the amounts reported in the financial statements and related notes
            to financial statements. These estimates are based on management's
            best knowledge of current events and actions the Company may
            undertake in the future. Actual results may ultimately differ from
            estimates, although management does not believe such changes will
            materially affect the financial statements in any individual year.


3.    Advances Receivable

      The advances to employees are non-interest bearing and are due on demand.


<PAGE>


                                      - 1 -





4.    Equipment

<TABLE>
<CAPTION>
      Equipment is comprised as follows:
                                                                           2004                               2003
                                                                    Accumulated                        Accumulated
                                                         Cost      Depreciation             Cost      Depreciation
------------------------------------------------------------------------------------------------------------------




<S>                                             <C>                 <C>                  <C>              <C>
      Furniture and fixtures                    $      322,902      $238,465             $269,439         $179,659
      Machinery and equipment                          110,708           83,788           106,935           59,570
      Software                                         447,060          231,221           351,244           46,191
      Government grant                                (37,676)         -                 (61,842)         -
------------------------------------------------------------------------------------------------------------------





      $
      842,994
      $553,474
      $665,776
      $285,420
------------------------------------------------------------------------------------------------------------------
</TABLE>




      Net carrying amount
      $                                                289,520
      ----------------------------------------------------------
      $                                                380,356
      ----------------------------------------------------------


5.    Investments

      The investment is a 5.93% equity interest in an unrelated, non-public
      Korean company. The investment has been written down to the net book value
      of the company as at the period-end date which approximates the fair value
      of the company.


6.    Income Taxes

      The Company accounts for income taxes pursuant to SFAS No. 109,
      "Accounting for Income Taxes". This Standard prescribes the use of the
      liability method whereby deferred tax asset and liability account balances
      are determined based on differences between financial reporting and tax
      bases of assets and liabilities and are measured using the enacted tax
      rates. The effects of future changes in tax laws or rates are not
      anticipated. Corporate income tax rates applicable to the Company are 16.5
      percent of the first 100 million Korean Won ($84,000 US) of taxable income
      and 29.7 percent of the excess.

      Under SFAS No. 109 income taxes are recognized for the following: a)
      amount of tax payable for the current year, and b) deferred tax
      liabilities and assets for future tax consequences of events that have
      been recognized differently in the financial statements than for tax
      purposes. The Company has deferred income tax assets arising from research
      and development expenses. For accounting purposes, these amounts are
      expenses when incurred. Under Korean tax laws, these amounts are deferred
      and amortized on a straight-line basis over 5 years.


<PAGE>


                                      - 1 -





6. Income Taxes (cont'd)

      The Company has deferred income tax assets as follows:

<TABLE>
<CAPTION>
                                                                                            2004              2003

<S>                                                                                   <C>                 <C>
        Deferred income tax assets
               Research and development expenses amortized over
               5 years for tax purposes
               $ 82,438
               $82,428
          Other timing differences                                                         21,019         -
          Loss carry-forwards                                                           1,357,483          105,000
          Valuation allowance for deferred income tax assets                          (1,200,000)         -
------------------------------------------------------------------------------------------------------------------





      $
      260,940
      $187,428
------------------------------------------------------------------------------------------------------------------
</TABLE>



7.    Bank Loan

      The loan is repayable, interest only, at 6.5% per annum calculated
      monthly. The principal is repayable upon maturity on March 26, 2005. The
      loan is guaranteed, for up to 85% of the principal balance, by the Korean
      Technology Credit Guarantee Fund, a government operated fund.


8.    Due From Related Party

      The loan from a minority shareholder is non-interest bearing, unsecured
and due on demand.


9.    Loan Payable

      The loan bears interest at 8.0% per annum and is repayable in two
      installments in April and July 2004. No payment was made in April or July,
      and the Company is in negotiations with the lender to restructure the
      repayment terms.


<PAGE>


                                      - 1 -





10.   Capital Stock

        Authorized
           150,000,000 common shares, par value $0.001 per share
                                                        2004              2003

        Issued
47,696,375 common shares (1,260,375 in 2003)
                        $
                        47,696
                        $1,260
------------------------------------------------------------------------------



      In September 2003, the Company issued 32,800,000 common shares, in
      exchange for all the outstanding common shares of Ksign Korea as described
      in note 1.

      In November 2003, the Company issued 10,300,000 common shares for
      consulting services valued at $412,000 with regard to the reverse takeover
      transactions as described in note 1.

      In December 2003, the Company issued 4,158,000 common shares for payment
      of accounts payable and shareholder loans valued at $191,610.

      In December 2003, the Company cancelled 880,000 common shares for no
      consideration. These shares were initially issued at par value of $880 for
      services that were never completed.

      In March 2004, the Company issued 58,000 common shares for consulting
services valued at $11,600.

      In September 2003, the Company authorized a 10 for 1 reverse stock split
      of its common shares. This split has retroactively been taken into
      consideration in the consolidated financial statements and the calculation
      of earnings per share.


11.   Contingent Liabilities and Commitments

      The Company is committed to lease obligations for its offices expiring
      December 2005. Future minimum annual payments (exclusive of taxes,
      insurance and maintenance costs) under the lease are as follows:

                              2005               $         61,475
                              2006                         29,400
                                                 ----------------

                                                 $         90,875


<PAGE>


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


Results of Operation

In accordance with a Share Exchange Agreement dated September 5, 2003, the
Registrant entered into a reverse-takeover transaction with KSign Co., Ltd.
(KSign), whereby all the issued and outstanding shares of KSign were exchanged
for 32,800,000 shares of restricted stock of the Registrant. As result of the
transaction, the shareholders of KSign own 69% of the issued and outstanding
stock of the Registrant. Accordingly, while the registrant is the legal parent,
KSign became the parent company for accounting purposes.

The registrant's sales revenue for the quarter ended June 30, 2004 was $300,251,
compared to $539,045 for the comparable period ended June 30, 2003. The
reduction in revenue was due to the slow Korean economy. The operating loss for
the quarter ended June 30, 2004 was ($998,229), compared to ($779,441) for the
quarter ended June 30, 2003. The loss increase was due primarily to the slow
Korean economy


Overview

The Registrant, through its operating subsidiary KSign Co. Ltd. of South Korea,
("KSign") is a software development company focused on internet security
solutions. KSign is a leading provider of Public Key Infrastructure ("PKI") and
Wireless Public Key Infrastructure ("WPKI") security solutions located in South
Korea. KSign designed, developed and delivered fundamental information security
principals enabling developers, governments and enterprises to add strong
security to their devices, networks and applications.

KSign Co. Ltd., began operations in November of 1999. Headed by CEO Ki-Yoong
Hong, KSign currently has 46 employees. The main operations of KSign is located
at 12F/ Hanmi B/D, 192-19 Nonhyun-dong, Gangnam-ku, Seoul, Korea, 135-010.
KSign's internet site can be found at www.ksign.com.

Trends
Internet usage has been growing rapidly and this growth is anticipated to
continue for the next while. Due to the uncertainties that exist in the world
today, security will be a high priority for many companies and governments in
Korea and worldwide. With the advent of e-commerce and usage of internet for
data exchange, the demand for secure ways to accommodate the data flow will
continue to be a priority.
The security industry is dynamic and always progressing. With every advancement
in security technology, there is a corresponding advancement in the technology
to breach the defences provided by security solutions. In this environment, the
Company's Management feel that the need for solutions provided by he Company
will also increase rapidly in the next few years. Liquidity and Sources of
Capital As of June 30, 2004, the Company had cash and cash equivalents totalling
$133,785. Management believes it has the resources necessary to maintain its
current business operations in the short term. However, during the next twelve
months, KSign plans to develop business outside of Korea and with new products
that are nearing completion. In order to pursue these plans, management feels
that the Company will need additional investment capital. Management has not
decided at this time how this money is to be raised. However, Management feels
that it will probably be through the issuance of capital stock or convertible
debt.
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
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 10QSB 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.








<PAGE>


                                                                           - 1 -
                                      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
-----------       --------------------------------------------------------------

31.1 Certification by Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002

31.2 Certificate by Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002

32.1 Certification by Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002

32.2 Certification by Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxely Act of 2002



     (b)  The Company did not file any reports on Form 8-K during the quarter
          ended June 30, 2004.



























                                                                      SIGNATURES



         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 20, 2004           KSIGN INTERNATIONAL, INC.

                                   /s/  Ki-Yoong Hong
                                   --------------------------------------------
                                        Ki-Yoong Hong, CEO/President



                                   /s/ Hong-Kee Lee
                                   --------------------------------------------
                                       Hong-Kee Lee, CFO, Secretary, Treasurer


























Exhibit 31.1
----------------


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

I, Ki-Yoong Hong, CEO of KSign International, Inc. certify that:

1.   I have reviewed this quarterly report on Form 10-QSB for the quarter 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 20, 2004


/s/ Ki-Yoong Hong
    ----------------------------
    Ki-Yoong Hong, CEO























Exhibit 31.2
----------------

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

I, Hong-Kee Lee, CFO of KSign International, Inc. certify that:

1.   I have reviewed this quarterly report on Form 10-QSB for the quarter 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 20, 2004


/s/ Hong-Kee Lee
    ----------------------------
     Hong-Kee Lee, CFO






















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 KSign International, Inc. on
Form 10-QSB for the period ending June 30, 2004 as filed with the Securities and
Exchange Commission on the date hereof, I Ki-Yoong Hong, CEO 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 20, 2004


/s/  Ki-Yoong Hong
-----------------------------------------
     Ki-Yoong Hong, CEO

















Exhibit 32.2
----------------


                            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 KSign International, Inc. on
Form 10-QSB for the period ending June 30, 2004 as filed with the Securities and
Exchange Commission on the date hereof, I Hong-Kee Lee, CFO 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 20, 2004


/s/  Hong-Kee Lee
-----------------------------------------
     Hong-Kee Lee, CFO