UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

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


                                   FORM 10-QSB

              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
                           THE SECURITIES ACT OF 1933

                       FOR THE QUARTER ENDED JUNE 30, 2004

                           COMMISSION FILE NO. 0-21991

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


                                 MEDIAWORX, INC.
                 (Name of small business issuer in its charter)


          WYOMING                      2750                       98-0152226
(State or other Jurisdiction    (Primary Standard              (I.R.S. Employer
 of Incorporation or             Industrial Classification      Identification
 Organization)                   Code Number)                   No.)


                       1895 PRESTON WHITE DRIVE, SUITE 250
                             RESTON, VIRGINIA 20191
                                 (703) 860-6580
(Address and telephone number of principal executive offices and principal place
 of business)



Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g)of the Exchange Act:  Common Stock,
$.005 par value

Check  whether  the filed all  documents  and  reports  required  to be filed by
Section  12,  13 or 15  (d)  of the  Exchange  Act  after  the  distribution  of
securities under a plan confirmed by a court. Yes [X] or [ ]

As of August 13, 2004, there were 26,444,109  shares of the Registrant's  Common
Stock, par value $0.005, issued and outstanding.

Transitional Small Business Disclosure Format (check one).  Yes [  ] No [X]


<PAGE>



                                 MEDIAWORX, INC.
                          FORM 10-QSB QUARTERLY REPORT

                                TABLE OF CONTENTS


PART I: FINANCIAL INFORMATION

        ITEM 1:  CONSOLIDATED INCOME STATEMENTS

                  Consolidated Balance Sheets................................F-2

                  Consolidated Statements of Income..........................F-4

                  Consolidated Statements of Stockholders' Equity (Deficit)..F-5

                  Consolidated Statements of Cash Flows  ....................F-8

                  Notes to Consolidated Financial Statements ...............F-10


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


PART II:  OTHER INFORMATION




<PAGE>




                                 MEDIAWORX, INC.
                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)
                                   -----------

                                                       June 30,     December 31,
ASSETS:                                                  2004           2002
-------                                               ---------       ---------


CURRENT ASSETS
     Cash and Cash Equivalents                        $    --         $ 101,807
     Accounts Receivable                                156,814          35,513
     Factored Receivables                                 5,267            --
     Inventory                                            4,249
     Prepaid Expenses                                    11,634             793
                                                      ---------       ---------
          Total Current Assets                          177,964         138,113
                                                      ---------       ---------

FIXED ASSETS
     Furniture, Fixtures, and Equipment                  16,581           7,362
     Software                                            25,548          12,045
     Less Accumulated Depreciation                       (7,653)         (1,200)
                                                      ---------       ---------
          Net Fixed Assets                               34,476          18,207
                                                      ---------       ---------

OTHER ASSETS
     Notes Receivable - Related Party                    62,384          59,171
                                                      ---------       ---------
          Total Other Assets                             62,384          59,171
                                                      ---------       ---------

TOTAL ASSETS                                          $ 274,824       $ 215,491
                                                      =========       =========






                                      F-2
<PAGE>

<TABLE>

<CAPTION>

                                 MEDIAWORX, INC.
                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)
                                   -----------
                                   (Continued)


                                                             June 30,      December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY:                           2004           2003
-------------------------------------                       -----------    -----------
<S>                                                                        <C>

CURRENT LIABILITIES
     Accounts Payable                                       $   180,228    $    41,373
     Factoring Line Payable                                      53,206           --
     Bank Overdraft                                               4,474           --
     Accrued Expenses                                            81,286         40,369
     Accrued Interest                                            15,163         23,408
     Notes Payable - Related party                              375,000        275,000
     Short Term Notes Payable                                   100,000        100,000
     Current Portion Long Term Note Payable                     148,956           --
                                                            -----------    -----------
          Total Current Liabilities                             958,313        480,150
                                                            -----------    -----------

NON-CURRENT LIABILITIES
     Convertible Debenture                                      240,000           --
     Long Term Note Payable                                     446,867        544,333
                                                            -----------    -----------
          Total Long Term Liabilities                           686,867        544,333
                                                            -----------    -----------
TOTAL LIABILITIES                                             1,645,180      1,024,483
                                                            -----------    -----------

STOCKHOLDERS' EQUITY (DEFICIT)
     Preferred Stock - 10% Cumulative, $.10 par value,
         4,000,000 Authorized; 0 and 3,500,000 Issued and
         Outstanding at June 30, 2004 and
         December 31, 2003                                         --          350,000
    Common Stock - $.005 par value, 150,000,000
         Authorized, 25,425,376 and 6,819,259 Issued and
         Outstanding at June 30, 2004 and
         December 31, 2003                                      127,127         34,097
    Common Stock to be Issued, 250,000 and 250,000                1,250          1,250
     Paid in Capital                                          1,534,550        763,136
    Accumulated Deficit                                      (3,033,283)    (1,957,475)
                                                            -----------    -----------
          Total Stockholders' Equity (Deficit)               (1,370,356)      (808,992)
                                                            -----------    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $   274,824    $   215,491
                                                            ===========    ===========
</TABLE>



                 See accompanying notes to financial statements.

                                       F-3
<PAGE>

<TABLE>

<CAPTION>

                                 MEDIAWORX, INC.
                        CONSOLIDATED STATEMENT OF INCOME
                                   (UNAUDITED)
                                   -----------


                                 For the Three Months Ended    For the Six Months Ended
                                          June 30,                     June 30,
                                    2004            2003          2004            2003
                                 -----------    -----------    -----------    -----------
<S>                                                                           <C>

Revenue                          $   251,085    $      --      $   324,227    $      --
Cost of Goods Sold                   196,033           --          251,415           --
                                 -----------    -----------    -----------    -----------
Gross Profit                          55,052           --           72,812           --
                                 -----------    -----------    -----------    -----------
Operating Expenses
  Selling and Marketing              202,843           --          302,001           --
  Printing Services                   22,389           --           44,838           --
  General and Administrative         172,714         46,462        379,141         49,090
                                 -----------    -----------    -----------    -----------
  Total Operating Expenses           397,946         46,462        725,980         49,090
                                 -----------    -----------    -----------    -----------
Operating Income (Loss)             (342,894)       (46,462)      (653,168)       (49,090)
                                 -----------    -----------    -----------    -----------
Other Income (Expense)
  Miscellaneous Income                  --             --             --            8,745
  Finance Fees                       (13,250)      (253,250)          --
  Interest Income (Expense)         (147,334)          --         (169,390)       (21,171)
  Permanent Impairment of
     Marketable Securities              --           (5,500)          --          (14,331)
  Gain on Forgiveness of Debt           --          947,637           --          947,637
                                 -----------    -----------    -----------    -----------
  Total Other Income (Expense)      (160,584)       942,137       (422,640)       920,880
                                 -----------    -----------    -----------    -----------

Net Income (Loss)                $  (503,478)   $   895,675    $(1,075,808)   $   871,790
                                 ===========    ===========    ===========    ===========

Basic Earnings Per Shares        $     (0.05)   $      3.91    $     (0.12)   $      3.93
                                 ===========    ===========    ===========    ===========

Diluted Earnings Per Share       $     (0.05)   $      3.83    $     (0.12)   $      3.88
                                 ===========    ===========    ===========    ===========
</TABLE>





                 See accompanying notes to financial statements

                                      F-4
<PAGE>

<TABLE>

<CAPTION>

                                 MEDIAWORX, INC.
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                   (UNAUDITED)
                                   -----------

                                                                                                           Accumulated   Retained
                                     Preferred Stock                Common Stock               Paid in      Comp.       Earnings/
                                  Shares      Par Value    Shares   To be Issued  Par Value    Capital      Income      (Deficit)
                               ---------      ---------  ---------  ------------  ---------   ---------    -----------  -----------
<S>                                                                              <C>          <C>          <C>          <C>

Balance at December 31, 2002        --     $      --       214,306         --    $     1,072  $   106,081  $     2,500  $(1,120,356)

Issuance of Stock for Services
   June 17, 2003                    --            --        10,000         --             50       19,950         --           --

Issuance of Stock for Services
   June 30, 2003                    --            --       800,000         --          4,000       12,000         --           --

Issuance of Shares in
   Connection with MediaWorx
   Merger, July 1, 2003        3,500,000       350,000   4,000,000        1,250       20,000         --           --           --

Shares Issued For Cash
    July 31, 2003                   --            --       263,016                     1,315       87,987         --           --

Shares Issued For Cash
    August 15, 2003                 --            --       160,647                       803       62,746         --           --

Shares Issued For Cash
    September 2, 2003               --            --       398,318                     1,992      145,916         --           --

Shares Issued For Cash
    September 17, 2003              --            --       288,323                     1,441      100,811         --           --

Shares Issued For Cash
    October 3, 2003                 --            --        73,296                       366       24,371         --           --

    October 15, 2003                --            --        69,298                       347       23,041         --           --

</TABLE>



                                      F-5
<PAGE>

<TABLE>

<CAPTION>


                                 MEDIAWORX, INC.
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                   (UNAUDITED)
                                   -----------
                                   (Continued)

                                                                                                             Accumulated   Retained
                                Preferred Stock                    Common Stock                 Paid in       Comp.        Earnings/
                             Shares     Par Value       Shares     To be Issued   Par Value     Capital       Income       (Deficit)
                          -----------  -----------   -----------   ------------  -----------   -----------   -----------  ---------
<S>                                                                              <C>           <C>           <C>          <C>

Shares Issued for Cash
    November 1, 2003             --    $      --         192,309   $      --     $       962   $    63,942   $      --     $   --

Shares Issued for Cash
    November 18, 2003            --           --         105,572          --             528        35,103          --         --

Shares Issued for Cash
    December 1, 2003             --           --         113,868          --             569        37,861          --         --

Shares Issued for Cash
    December 15, 2003            --           --         130,306          --             652        43,327          --         --

Other Comprehensive Loss                                                                                        (2,500)
Net Loss
                                                                                                                           (837,119)
                          -----------  -----------   -----------   -----------   -----------   -----------   -----------  ---------

Balance December 31, 2003   3,500,000      350,000     6,819,259         1,250        34,097       763,136          --   (1,957,475)

Shares Issued For Cash
     January 7, 2004             --           --         173,520          --             867        57,695          --         --

Shares Issued For Cash
     January 19, 2004            --           --         139,601          --             698        46,417          --         --

Shares Issued For Cash
     February 5, 2004            --           --         207,309          --           1,037        68,930          --         --

Shares Issued For Cash
     February 28, 2004           --           --         150,452          --             752        50,026          --         --

Shares Issued for Cash
     March 1, 2004                                         8,000                          40         3,543

</TABLE>


                                     F-6
<PAGE>

<TABLE>

<CAPTION>


                                 MEDIAWORX, INC.
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                   (UNAUDITED)
                                   -----------
                                   (Continued)

                                                                                                             Accumulated  Retained
                                    Preferred Stock                   Common Stock              Paid in       Comp.       Earnings/
                                 Shares      Par Value      Shares    To be Issued  Par Value   Capital       Income      (Deficit)
                               -----------  -----------  -----------  ------------  ---------   ----------   --------   -----------
<S>                                                                                 <C>         <C>          <C>        <C>
Shares Issued for Cash
    March 2, 2004                     --    $      --        207,309        --      $   1,037   $   68,930   $   --     $      --

Shares Issued for Cash
    March 15, 2004                    --           --         28,290        --            141        9,407       --            --

Shares Issued for Cash
    April 1, 2004                                            144,215                      721       47,951

Shares Issued for Cash
    April 15, 2004                                             6,563                       33        2,182

Warrants Issued April 30, 2004                                                                     126,000

Shares Issued for Cash
    May 10, 2004                                              20,625                      103        6,858

Shares Issued for Cash
    June 9, 2004                                              15,471                       77        5,144

Preferred Stock Converted into
Common Shares June 10, 2004     (3,500,000)    (350,000)  17,500,000                   87,500      262,500

Shares Issued for Finance Fees
    June 30, 2004                                              4,762                       24        9,977

Net Loss                                                                                                                 (1,075,808)
                               -----------  -----------  -----------  -----------   ---------   ----------   --------   -----------
Balance at June 30, 2004
(Unaudited)                           --    $      --     25,425,376  $     1,250   $ 127,127   $1,534,550   $   --     $(3,033,283)
                               ===========  ===========  ===========  ===========   =========   ==========   ========   ===========
</TABLE>


                 See accompanying notes to financial statements.
                                      F-7


<PAGE>

<TABLE>

<CAPTION>


                                 MEDIAWORX, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)


                                                             For the Six Months Ended
                                                                     June 30,
                                                                 2004          2003
                                                             -----------    -----------
<S>                                                                         <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)                                            $(1,075,808)   $   871,790

  Adjustments to Reconcile Net Income to Net Cash Provided
  by Operating Activities:
       Depreciation                                                6,453            216
       Gain on Forgiveness of Debt                                  --         (947,637)
       Grant of Stock Based Compensation                            --           36,000
        Stock Issued for Payment of Expenses                      10,001           --
        Permanent Impairment of Marketable Securities               --           14,331

   Change in Operating Assets and Liabilities:
      (Increase) Decrease in Accounts Receivable                (121,301)          --
      (Increase) Decrease in Factored Receivables (5,267)
      (Increase) Decrease in Inventory (4,249)
      (Increase) Decrease in Prepaid Expenses                    (10,841)        (3,778)
      (Increase) Decrease in Related Party Receivable             (3,213)          --
      Increase (Decrease) in Accounts Payable                    138,855          2,750
      Increase (Decrease) in Factoring Line Payable               53,206           --
      Increase (Decrease) in Accrued Payroll & Taxes              40,917           --
      Increase (Decrease) in Bank Overdraft                        4,474           --
      Increase (Decrease) in Accrued Interest                     (8,245)        21,172
                                                             -----------    -----------
    Net Cash Used in Operating Activities                       (975,018)        (5,156)
                                                             -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
                                                                            -----------

     Short Term Loan to Related Party                               --            5,331
     Purchase of Marketable Securities                              --           (5,331)
     Purchase of Property and Equipment                           (9,219)          --
     Purchase of Software                                        (13,503)          --
                                                             -----------    -----------

    Net Cash Used in Investing Activities                        (22,722)          --
                                                             -----------    -----------
</TABLE>


                                      F-8
<PAGE>

<TABLE>

<CAPTION>




                                 MEDIAWORX, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)
                                   -----------
                                   (Continued)


                                                           For the Six Months Ended
                                                                   June 30,
                                                              2004         2003
                                                            ---------    ---------
<S>                                                                      <C>

CASH FLOWS FROM FINANCING ACTIVITIES
    Issuance of Convertible Debenture                       $ 245,854         --
    Warrants Issued in Connection with Debt Restructuring     126,000         --
    Restructuring of Debt                                      51,490         --
    Proceeds from Related Party                               100,000         --
    Proceeds from Sale of Common Stock                        372,589         --
                                                            ---------    ---------

         Net Cash Used in Financing Activities                895,953         --
                                                            ---------    ---------

Net (Decrease) Increase in Cash and Cash Equivalents
                                                             (101,807)      (5,156)
Cash and Cash Equivalents at Beginning of Period              101,807       10,759
                                                            ---------    ---------
Cash and Cash Equivalents at End of Period                  $       0    $   5,603
                                                            =========    =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
  Interest                                                  $    --      $    --
  Franchise and income taxes                                $     110    $    --

</TABLE>


SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
During the three months ended June 30, 2003,  accrued  interest and note payable
of $105,565 and  $840,939  respectively,  were  forgiven as well as a payable of
$1,133.












                 See accompanying notes to financial statements

                                      F-9



<PAGE>


                                 MEDIAWORX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



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

This summary of accounting  policies for MediaWorx,  Inc. is presented to assist
in understanding the Company's  financial  statements.  The accounting  policies
conform to generally accepted  accounting  principles and have been consistently
applied in the preparation of the financial statements.

Interim Reporting
-----------------

The unaudited financial statements as of June 30, 2004 and for the three and six
month period then ended, in the opinion of management,  all  adjustments  (which
include  only  normal  recurring  adjustments)  necessary  to  fairly  state the
financial  position  and  results of  operations  for the three and six  months.
Operating  results for interim  periods are not  necessarily  indicative  of the
results which can be expected for full years.

Organization and Basis of Presentation
--------------------------------------

The  Company  was  incorporated  under the laws of the State of  Wyoming in 1963
under the name MacTay  Investment  Co. The Company  changed its name to Advanced
Gaming  Technology,  Inc. in 1991. In June 2002,  the Company ceased its primary
operating  activities,  developing  and marketing  technology for the casino and
hospitality industry.

On July 1, 2003, the Company  completed a reverse  triangular  merger  involving
Advanced  Capital  Services,  LLC,  a  Nevada  limited  liability  company,  The
MediaWorx,  Inc. a wholly owned  subsidiary of Solar  Satellite  Communications,
Inc. and the Company and it's newly formed  wholly  owned  subsidiary  MediaWorx
Acquisition  Company,  LLC. As a result of the merger the Company  acquired  the
assets of The MediaWorx,  Inc., which consisted primarily of a business plan and
the people involved in the management and procurement of print,  packaging,  and
cross-media  services  and changed its name to  MediaWorx,  Inc.  See Note 8 for
detailed description of merger.

Nature of Operations
--------------------

MediaWorx, Inc. is a media production and management business. The services that
the Company  provides  include  print,  audio/video,  digital asset  management,
graphic  design,  production  and  fulfillment  for  traditional  and  web-based
marketing  and  communications  products and  services.  MediaWorx  provides the
Company's  sales  representatives  with the  support  and  leverage  of a strong
customer service culture, in-house pre-press capabilities, e-business solutions,
and a base of  production  partners  that  can  fulfill  the  complexity  of any
Customer order. The Company is a virtual media and printing  company- it neither
owns nor has its capital  tied up in printing  equipment or  facilities  but has
access to an established network of the most capable,  technologically  advanced
printers and production houses.




                                      F-10
<PAGE>

                                 MEDIAWORX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
         -----------------------------------------------------------------------

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

The financial  statements are prepared in conformity with accounting  principles
generally  accepted in the United States of America.  In preparing the financial
statements, management is required to make estimates and assumptions that effect
the reported  amounts of assets and  liabilities  and  disclosure  of contingent
assets and  liabilities  as of the date of the balance  sheet and  statement  of
operations  for the year then  ended.  Actual  results  may  differ  from  these
estimates.  Estimates  are used when  accounting  for  allowance  for bad debts,
collectibility  of  accounts  receivable,  amounts  due to  services  providers,
depreciation, and litigation contingencies, among others.

Principals of Consolidation
---------------------------

The consolidated financial statements include the accounts of MediaWorx, Inc and
its wholly owned subsidiary MediaWorx Company, LLC. All significant intercompany
accounts and transactions have been eliminated.

Cash Equivalents
----------------

For the purpose of reporting cash flows, the Company considers all highly liquid
debt  instruments  purchased  with  maturity of three  months or less to be cash
equivalents to the extent the funds are not being held for investment purposes.

Concentration of Credit Risk
----------------------------

The Company has no significant  off-balance-sheet  concentrations of credit risk
such as foreign exchange  contracts,  options contracts or other foreign hedging
arrangements.

Revenue Recognition
-------------------

The  Company's  revenues  are derived from  customized  printing and cross media
services.  Revenue is recognized when earned as the services are provided or the
product is delivered in  accordance  with the  underlying  purchase  order.  The
Company  recognizes  gross revenues under the provision of Emerging  Issues Task
Force (EITF) Issue No. 99-19 "Recording Revenue Gross as Principal vs. Net as an
Agent".  The Company acts as the principal,  takes title to the products and has
the risk and rewards of ownership. The Company has not yet generated any revenue
while  acting as an agent or broker.  If the Company acts as an agent or broker,
the Company will account for those revenues on a net basis.



                                      F-11
<PAGE>

<TABLE>

<CAPTION>

                                 MEDIAWORX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
         -----------------------------------------------------------------------

Sale of Receivables
-------------------

Effective May 21, 2004, the Company sells the majority of receivables to a third
party for collection.  As of June 30, 2004, the Company sold  receivables with a
carrying  value of  $55,855,  in which the  Company  paid $1,130 in fees for the
three months ended June 30, 2004.

Property and Equipment
----------------------

Property  and  equipment  is stated at cost.  Depreciation  is  computed  on the
straight-line  method,  based on the  estimated  useful  lives of the  assets of
generally  three to five years.  Expenditures  for  maintenance  and repairs are
charged  to  operations  as  incurred.  Major  overhauls  and  improvements  are
capitalized  and  depreciated  over  their  useful  lives.  Upon  sale or  other
disposition  of  property  and  equipment,  the  cost  and  related  accumulated
depreciation or amortization if removed from the accounts,  and any gain or loss
is included in the determination of income or loss.

Reclassifications
-----------------

Certain  reclassifications  have been made in the 2003  financial  statements to
conform with the June 30, 2004 presentation.

Net Income (Loss) Per Common Share
----------------------------------

Basic earnings per share are computed by dividing  earnings  available to common
stockholders by the weighted average number of common shares  outstanding during
the period. Diluted earnings per share reflect per share amounts that would have
resulted if dilutive  potential common stock had been converted to common stock.
The following reconciles amounts reported in the financial statements:

                                                      For the Three Months Ended June 30,2004
                                                         Income      Shares        Per-Share
                                                       (Numerator)  (Denominator)  Amount
<S>                                                                             <C>

Loss Available to Common Stockholders                  $ (503,748)   11,787,683   $  (0.05)
Effect of Dilutive Securities:
Warrants                                                     --         136,000
                                                       ----------    ----------
Loss  Available  to  Common  Stockholders  - Diluted
Earnings Per Share                                     $ (503,748)   11,923,683   $  (0.05)
                                                       ==========    ==========   ========
</TABLE>




                                      F-12
<PAGE>

<TABLE>

<CAPTION>


                                 MEDIAWORX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
         -----------------------------------------------------------------------

Net Income (Loss) Per Common Share (Continued)
----------------------------------


                                                For the Three Months Ended June 30,2003
                                                     Income     Shares     Per-Share
                                                  (Numerator)(Denominator) Amount
<S>                                                                             <C>


Income Available to Common Stockholders             $895,675    229,106   $   3.91
Effect of Dilutive Securities:
Warrants                                                --        5,000
                                                    --------   --------
Income Available to Common Stockholders
- Diluted Earnings Per Share                        $895,675    234,106   $   3.83
                                                    ========   ========   ========



                                                  For the Six Months Ended June 30,2004
                                                     Income        Shares      Per-Share
                                                  (Numerator)   (Denominator)   Amount

Loss Available to Common Stockholders             $(1,075,808)     9,110,749   $  (0.12)
Effect of Dilutive Securities:
Warrants                                                 --           68,000
                                                  -----------    -----------
Loss Available to Common Stockholders
- Diluted Earnings Per Share                      $(1,075,808)     9,178,749   $   0.12)
                                                  ===========    ===========   ========



                                                 For the Six Months Ended June 30,2003
                                                     Income     Shares     Per-Share
                                                  (Numerator)(Denominator) Amount

Income Available to Common Stockholders             $871,790    221,906   $   3.93
Effect of Dilutive Securities:
Warrants                                                --        2,800
                                                    --------   --------
Income Available to Common Stockholders
- Diluted Earnings Per Share                        $871,790    224,706   $   3.88
                                                    ========   ========   ========
</TABLE>



                                      F-13
<PAGE>


                                 MEDIAWORX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 2 - INCOME TAXES
---------------------

Deferred  income taxes  (benefits)  are provided for certain income and expenses
which are  recognized  in  different  periods  for tax and  financial  reporting
purposes.  The  Company had net  operating  loss carry  forwards  for income tax
purposes of approximately  $36,459,114,  expiring at various dates from December
31, 2015 through  December 31, 2023. A loss generated in a particular  year will
expire for federal  tax  purposes  if not  utilized  within  twenty  years.  The
Internal  Revenue  Code  contains  provisions  that  would  reduce  or limit the
availability  and  utilization  of this net  operating  loss carry  forwards  if
certain  ownership changes have been or will be taking place. In accordance with
SFAS No. 109, a valuation  allowance is provided when it is more likely than not
that all or some portion of the deferred tax asset will not be realized.  Due to
the  uncertainty  with  respect to the  ultimate  realization  of the loss carry
forwards,  the  Company  established  a valuation  allowance  for the entire net
deferred income tax asset as of December 31, 2003.

NOTE 3 - PREFERRED STOCK
------------------------

The  Company  has  authorized  4,000,000  shares at $.10 par  value  convertible
preferred  stock.  Shares of the Series A Preferred Stock are convertible at the
option  of the  holder  on a  one-for-five  basis,  subject  to  adjustment  for
dilution,  into shares of common stock.  Each share of Series A Preferred  Stock
will be automatically converted into common stock upon a sale or transfer of all
or  substantially  all of  MediaWorx's  assets  for  cash  or  securities,  or a
statutory share exchange in which stockholders of MediaWorx may participate.

Each share of Series A  Preferred  Stock has voting  rights  equal to the voting
rights of the common stock on an as if converted  basis.  Upon any  liquidation,
dissolution or winding up of MediaWorx,  whether  voluntary or involuntary,  the
holders  of record of shares of  Series A  Preferred  Stock  shall be  entitled,
before any  distribution  or payment is made upon  outstanding  shares of common
stock,  to be paid an amount  equal to the Original  Issue Price.  If, upon such
liquidation,  the  assets  to be  distributed  among  the  holders  of  Series A
Preferred Stock shall be  insufficient  to permit such payment,  then the entire
assets of MediaWorx to be so distributed shall be distributed  ratably among the
holders of Series A Preferred Stock.

On July 1, 2003,  the Company  issued  3,500,000  shares of  preferred  stock in
connection  with the merger  between  its  wholly  owned  subsidiary,  MediaWorx
Company, LLC and Advanced Capital Services, LLC.

On June 10, 2004, the 3,500,000  preferred shares were converted into 17,500,000
common  shares.  Thus  as of  June  30,  2004,  there  are no  preferred  shares
outstanding.





                                      F-14
<PAGE>

                                 MEDIAWORX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 4 - COMMON STOCK
---------------------

The Company has authorized 150,000,000 shares of $0.005 par value common stock.

On June 17, 2003,  the Company issued  1,000,000  shares of common stock (10,000
shares after  retroactive  adjustment for the 100:1 stock split described below)
to a former officer in exchange for continued  consulting  for the Company.  The
shares  were  valued at $.02 and the  Company  recorded  $20,000  of  consulting
expenses.

On June 23, 2003, the Board of Directors approved a proposal to effectuate a 100
to 1 reverse  stock split of the  Company's  outstanding  common  shares with no
effect on the par value or on the number of  authorized  shares.  As a result of
this action,  the total number of outstanding shares of common stock was reduced
from 22,430,587 to 224,306 shares.

On June 30, 2003,  the Company  issued 800,000 shares of common stock to the Law
Offices  of Henry S.  Meyer  under a legal  services  and  consulting  agreement
entered  into  February 1, 2003.  The shares were valued at $.02 and the Company
recorded $16,000 of consulting expenses.

On July 1,  2003,  the  Company  issued  4,000,000  shares  of  common  stock in
connection  with the merger  between  its  wholly  owned  subsidiary,  MediaWorx
Company, LLC and Advanced Capital Services, LLC.

Between July 31, 2003 and December 31, 2003, the Company issued 1,794,953 shares
of common stock in  connection  with a  Regulation  S offering.  The shares were
issued from $.34 to $.40 per share.

During the first quarter ended March 31, 2004, the Company issued 914,481 shares
of common stock to various  people in  connection  with a Regulation S offering.
The shares were issued from $.34 to $.45 per share.

During the second  quarter  ended June 30, 2004,  the Company  issued  1,349,130
shares of common  stock to various  people in  connection  with a  Regulation  S
offering. The shares were issued from $.33 per share to $.40 per share.

On June 10, 2004,  3,500,000  preferred  shares were converted  into  17,500,000
common shares.

On June 30, 2004,  the Company  issued  4,762 common  shares for finance fees of
$10,000.





                                      F-15
<PAGE>

                                 MEDIAWORX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 5 - NOTES PAYABLE
----------------------

A note  payable to SDA List  Brokers,  Inc.  (SDA),  in the amount of  $940,939,
accrued  interest  at 9%, and was due in monthly  payments  of $6,200  beginning
March 1, 2000.  On June 25, 2003,  this note and the accrued  interest  totaling
$1,046,504 was settled by the Company in return for issuing a promissory note to
SDA in the amount of  $25,000,  with 2%  interest  per  annum,  and a warrant to
purchase up to 100,000 shares of common stock of the Company.  If the warrant is
not exercised by the expiration date of June 25, 2004 then the Company shall pay
SDA $75,000.  As a result of this  transaction,  debt forgiveness  income in the
amount of $946,504 was recognized during the year ended December 31, 2003. As of
June 30, 2004,  the  warrants  were not  exercised,  thus the Company now owes a
total of $100,000 on the note.

On April 30, 2004,  the Company  restructured  its  long-term  note payable with
Private  Investors  Equity  wherein  the  Company  would pay  sixteen  quarterly
installments of $46,052.40  beginning  August 30, 2004 at an interest rate of 12
percent per annum.  In connection  with this  restructuring  the Company  issued
200,000  warrants  to issue  common  stock  with an  exercise  price  of  $0.60,
exercisable  anytime  through  June 25, 2008.  Interest  expense of $126,000 was
recorded in connection with the issuance of the warrants.

Factoring Line of Credit
------------------------

In May 2004, the Company entered into an agreement with Mercantile Capital, L.P.
wherein  Mercantile Capital will purchase the majority of the Company's accounts
receivable.  Under the terms of the  agreement,  the  Company  would  receive 80
percent of the purchase  price up front and 20 percent would be held in reserves
until the receivables  are collected.  Mercantile has extended up to $500,000 of
credit.

Equity Line of Credit
---------------------

In February 2004, the Company entered into an equity line of credit with Cornell
Capital Partners, L.P. Under the terms of the agreement, the Company may sell up
to $5,000,000 of its common stock.  The sale price is 95% of the lowest  closing
bid price for the five days  immediately  following the notice date. The Company
also gave Cornell  Capital  Partners an unsecured  convertible  debenture in the
amount of  $240,000  as  compensation,  as well as 5% of any  proceeds  from the
equity line of credit.

Unsecured Convertible Debenture
-------------------------------

During February,  2004 the Company issued an unsecured  convertible debenture in
connection with the Equity Line of Credit. The $240,000 is due and payable, with
5% interest, three years from the date of issuance, unless sooner converted into
shares of common stock.  The debenture is convertible,  subject to a maximum cap
of $50,000 per day any time up to the  maturity at a  conversion  price equal to
100% of the lowest closing bid price of the common stock for the three preceding
trading  days.  At  maturity,  the Company  has the option to pay the  principal



                                      F-16
<PAGE>

<TABLE>

<CAPTION>


                                 MEDIAWORX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


balance and accrued interest in cash or convert the debenture into common shares
at a price  equal to 100% of the lowest  closing  bid price for the three  prior
trading days.

NOTE 5 - NOTES PAYABLE (Continued)
----------------------------------

As of June 30, 2004 and December 31, 2003 the following amounts are due:

                                                                    June 30,    December 31,
                                                                      2004        2003
<S>                                                                             <C>

Note Payable - Related Party
Note Payable, Interest at 2%, payable to shareholders
of Company, due upon request                                        $ 375,000    $ 275,000
                                                                    =========    =========


Long Term Note Payable
Convertible Debenture                                               $ 240,000    $    --
Note Payable, Interest at 12%, Due in 16 Quarterly
payments of $46,052.40, beginning August 30, 2004                     595,823      544,333
                                                                      835,823      544,333

Less: Current Portion                                                (148,956)        --

          Total Long-Term Notes Payable                             $ 686,867    $ 544,333
                                                                    =========    =========
</TABLE>




NOTE 6 - COMMITMENTS AND CONTINGENCIES
--------------------------------------

The Company filed for  reorganization  under  Chapter 11 of the U.S.  Bankruptcy
Code in Las Vegas,  Nevada on August 26, 1998.  Under Chapter 11, certain claims
against the Debtor in existence  prior to the filing of the petitions for relief
under the Federal Bankruptcy Laws are stayed while the Debtor continues business
operations as Debtor-in-possession. These claims were reflected in the March 31,
1999 balance sheet as "liabilities  subject to compromise".  The bankruptcy plan
was approved June 29, 1999 and became  effective on August 19, 1999. On February
15, 2000, the  Bankruptcy  Court in the District of Las Vegas approved the final
decree of the Company closing the Chapter 11 bankruptcy case of the Company.

The  Company  accounted  for the  reorganization  using  fresh-start  reporting.
Accordingly,   all  assets  and  liabilities  were  restated  to  reflect  their
reorganization   value,   which   approximates   fair   value  at  the  date  of
reorganization.








                                      F-17
<PAGE>


                                 MEDIAWORX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


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

The  accompanying  financial  statements  have been prepared in conformity  with
accounting   principles   generally   accepted  in  the  United  States,   which
contemplates the Company as a going concern.  However, the Company has sustained
substantial operating losses in recent years and has used substantial amounts of
working capital in its operations.  Realization of a major portion of the assets
reflected  on  the  accompanying  balance  sheet  is  dependent  upon  continued
operations  of the Company,  which,  in turn,  is dependent  upon the  Company's
ability to meet its financing requirements and succeed in its future operations.
Management  believes that actions  presently being taken to revise the Company's
operating and financial  requirements  provide them with the opportunity for the
Company to continue as a going concern.

NOTE 8 - MERGER
---------------

On July 1,  2003,  the  Company  completed  a reverse  triangular  merger  ("the
Merger")  whereby  the  Company  acquired  the assets of a  subsidiary  of Solar
Satellite  Communication,  Inc. ("SSCI"), a print and cross-media  marketing and
management company. The Merger involved Advanced Capital Services, LLC, a Nevada
limited liability company ("ACLLC"), MediaWorx Acquisition Company, LLC, a newly
formed  Nevada  limited  liability  company and wholly owned  subsidiary  of the
Company ("MWAC"), and the Company.

ACLLC, owned by Diamond Capital LLC and Quest Capital Resources,  LLC, purchased
the assets of The MediaWorx,  Inc., a wholly owned subsidiary of Solar Satellite
Communication,  Inc., a Colorado  corporation,  for 3,000,000  ACLLC  membership
interests.  The  assets of SSCI were  primarily  the  business  plan and  people
involved in the management and procurement of print, packaging,  and cross-media
services.

On July 1, 2003, as part of the Merger,  ACLLC was merged pursuant to Nevada law
into MWAC. As a consequence of the Merger,  MWAC became the surviving entity and
continues  to be a  wholly  owned  subsidiary  of the  Company.  A  copy  of the
associated Plan of Merger was filed with a Schedule 14C Information Statement on
July 1, 2003.

In the exchange,  as described  above,  the original  members of ACLLC  received
4,000,000  of  the  Company's  common  shares  and  3,500,000  preferred  shares
convertible 1 to 5 into common shares with voting rights as if converted,  i.e.,
17,500,000 common shares,  and SSCI received 250,000 of the Company's shares. As
of December 31, 2003, the 250,000 common shares have not been issued to SSCI.

Additionally,  ACLLC  purchased a  convertible  promissory  note held by Private
Investors  Equity,  LLC that was  originated  when SSCI  received  $500,000 from
Private  Investors  Equity,  LLC. In lieu of exercising the default  provisions,
ACLLC converted the Note and accrued interest into 27,216,650 SSCI common shares
and converted 250,000 Preferred C shares into shares with conversion rights of 1
to 40 into shares having  conversion and voting rights of 1 to 360. These shares
were partially  distributed to ACLLC and to the owners of ACLLC, Diamond Capital
LLC and Quest  Capital  Resources,  LLC.  As a result,  MWAC now has 49%  voting
control of SSCI and




                                      F-18
<PAGE>

                                 MEDIAWORX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 8 - MERGER (Continued)
---------------------------

Diamond and Quest respectively each own 23% voting control of SSCI.  Furthermore
as a result of this  transaction,  MWAC holds the note  payable of $500,000  and
accrued interest due to Private Investors Equity, LLC.

The following table  summarizes the estimated fair values of the assets acquired
and  liabilities  assumed  at the date of  acquisition.  The  allocation  of the
purchase price is subject to refinement when the valuation of certain intangible
assets are adjusted.


                                                        2003
         Assets:
             Investment in SSCI                      $1,191,333
                                                     ==========
           Liabilities:
             Accrued expenses                        $   46,333
             Long Term Debt                             775,000
                                                     ----------
                     Total Liabilities                  821,333
                                                     ----------
         Equity:
              Preferred Stock                        $  350,000
              Common Stock                               20,000
                     Total Equity                       370,000
                                                     ==========

                      Total Liabilities and Equity   $1,191,333
                                                     ==========


The  results  of  operations  for MWAC have been  included  in the  consolidated
financial  statements since the inception of MWAC. The aggregate  purchase price
was  4,000,000  common  shares  valued  at par  value  (4,000,000  x $.005)  and
3,500,000  preferred shares valued at par value (3,500,000 x $.10).  Total value
of $370,000.

The  acquired  intangible  assets of  $1,199,333  was  assigned to research  and
development  assets  that  were  written  off  at the  date  of  acquisition  in
accordance with FASB interpretation No. 4, Applicability of FASB Statement No. 2
to Business Combinations  Accounted for by the Purchase Method. Those write-offs
are included in Other Expense - Write Down of Investment.





                                      F-19
<PAGE>


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

This  quarterly  report  on Form  10-QSB  and the  information  incorporated  by
reference  herein  contain  "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.  Such statements  include,  but are
not  limited  to,   declarations   regarding  the  intent,   belief  or  current
expectations of the Company and its management,  projected  sales,  gross margin
and net  income  figures,  the  availability  of  capital  resources,  and plans
concerning  products  and  market  acceptance.  Forward-looking  statements  are
inherently subject to risks and uncertainties, many of which cannot be predicted
with accuracy and some of which may not even be  anticipated.  Future events and
actual results,  financial and otherwise, could differ materially from those set
forth  in or  contemplated  by the  forward-looking  statements  herein  and any
forward looking statements should be considered accordingly.

The  following  discussion  should  be read in  conjunction  with the  Financial
Statements and notes thereto:

OVERVIEW

MediaWorx, Inc. is a media production and management agency. The Company manages
the  production of all of a Customer's  marketing and  communication  materials,
including printing,  packaging,  signage, direct mail, fulfillment,  promotional
specialties,   audio/video,  digital  asset  management,   multi-media  and  Web
publications.  The Company provides  consultative  input to insure that concepts
are turned into practical  solutions.  As a single source solution  partner,  we
simplify the process for our Customers and seek "best fit" solutions.  MediaWorx
is targeting  commercial and other  organizations with annual media expenditures
of $100,000 or more.

MediaWorx   recognizes  that  print  and  media  buying   encompasses  a  strong
relationship aspect between the provider and the Customer.  MediaWorx's business
model is built on providing the Company's sales representatives with the support
and  leverage  of  a  strong  customer  service  culture,   in-house   pre-press
capabilities,  e-business solutions,  and a base of production partners that can
fulfill  the  complexity  of  any  Customer  order.  The  Company  is a  virtual
printing/cross-media  publishing  company-  it neither  owns nor has its capital
tied  up in  printing/multi-media  equipment  or  facilities  but  work  with an
established network of the most capable,  technologically  advanced printers and
production houses.  MediaWorx's  Customer's benefit by getting superior customer
service - an end-to-end,  single source  solution from design and pre-press,  to
production  by the most  cost-effective  and time  efficient  production  house,
through distribution and digital asset management.

The Company's business strategy is three-fold:

o    Concentrate on commercial  printing,  a $110 billion business in the United
     States.  This is still a highly  fragmented  industry with more than 58,000
     entities providing  printing  services.  MediaWorx has identified and works
     closely  with a network  of select  printers  with  specific  capabilities,
     equipment and technology that can be matched with specific printing jobs.



                                       20
<PAGE>



o    Hire high volume  Account  Representatives  and acquire  Print Brokers with
     existing "books" of business. Account Representatives/Brokers recognize the
     following  benefits of joining  MediaWorx:  increased sales productivity as
     the Company takes on the  administrative  and client  management  functions
     freeing them to sell more;  additional product offerings resulting from the
     expanded list of printers  available;  and additional  customer support and
     customer  continuity.  Most importantly  these benefits result in increased
     earning potential for the Account  Representatives/Brokers,  as well as the
     opportunity to participate in the upside growth of a public company.

o    Expand into other media. The processes from design through  fulfillment are
     similar for  electronic  media.  It is a relatively  simple  extension  for
     MediaWorx  to offer other  media  products  and  services,  thus  providing
     significant  benefits to Customers in the  management  and control of their
     intangible assets such as trademarks, logos, and service marks.


RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2004 COMPARED TO THREE MONTHS ENDED JUNE 30, 2003

REVENUES AND GROSS MARGIN

The  Company had sales of  $251,085  in the second  quarter and gross  margin of
$55,052, or 22% or sales, compared to no sales for the same period in 2003.

Consistent with the Company's business strategy to hire sales  representative or
acquire sales brokers, the Company hired three sales  representatives at the end
of March.  In June,  the Company  consummated  an agreement  with Sullivan Print
Management  to be an  independent  sales agent for the Company.  Sullivan  Print
Management's  largest customer is America Online.  The Company currently has six
sales representatives/independent sales agents.

OPERATING EXPENSES

Operating  expenses  for the three  months  ended  June 30,  2004 were  $397,946
compared to $46,462 for the same period in 2003.

2004  Operating  expenses  included  $202,843 for sales and  marketing  expense,
$22,389 for printing services (pre-press  department),  and $172,714 for general
and  administrative  costs.  Sales and  marketing  expenses  included a one-time
charge of  $75,000  associated  with  Independent  Sales  Agent  Agreement  with
Sullivan Print Management.


OTHER EXPENSES

Other expenses totaled $160,584 in the second quarter. This included $147,334 in
interest  expense,  of which $126,000 was associated with the restructure of the
Private Investors' Equity Debt (see Liquidity and Capital Resources). $13,250 of



                                       21
<PAGE>

other  expense was  financing  fees,  $10,000 of which was  associated  with the
Cornell Capital Equity Line of Credit (see Liquidity and Capital Resources).

In the same period of 2003,  other income of $942,137 was  generated,  primarily
from the settlement of the note payable with SDA List Brokers, Inc.. $947,637 of
income was recognized. This was partially offset by expense of $5,500 related to
permanent impairment in marketable securities.

SIX MONTHS ENDED JUNE 30, 2004 COMPARED TO SIX MONTHS ENDED JUNE 30, 2003

REVENUES AND GROSS MARGIN

Revenues for the six months  ending June 30, 2004 were  $324,227  compared to no
sales in 2003. Gross margin was $72,812, or 22.5% of sales.

The new sales representatives,  the previous sales representatives filling their
pipeline,  and a general improvement in overall business conditions has resulted
in an increase in sales activity on a quarter over quarter  basis.  In the third
quarter,  July  billings are $209,656 and as of August 10th,  work in process is
already over $150,000.

OPERATING EXPENSES

Operating expenses for the six months ended June 30, 2004 were $725,980 compared
to $49,090 for the same period in 2003.

In 2004,  operating  expenses included $302,001 for sales and marketing expense,
$44,838 for printing services (pre-press  department),  and $379,141 for general
and administrative costs. Sales and marketing expenses included one-time charges
totaling $90,000 associated with acquiring sales representatives and independent
sales agents.

OTHER EXPENSES

In the six  months  ending  June 30,  2004,  other  expenses  totaled  $422,640.
Financing  fees were  $253,250,  including  $240,000  expense for a  convertible
debenture  associated  with the  Cornell  Capital  Equity  Line of  Credit  (see
Liquidity and Capital Resources). Interest expense was $169,390, including a one
time  charge  of  $126,000,  associated  with  the  restructure  of the  Private
Investors' Equity Debt (see Liquidity and Capital Resources).

In six months  ending June 30,  2003,  other  income of $920,880  was  recorded,
primarily  from the  settlement of the note payable with SDA List Brokers,  Inc.
previously described.



                                       22
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

The Company will require additional capital to continue operations.  There is no
assurance that capital will be available. In order to continue to facilitate the
Company's  capital  requirements,  the Company  borrowed  $100,000  from current
shareholders.

In May 2004, the Company entered into an agreement with Mercantile  Capital,  LP
for a $500,000 line of credit  secured by the Company's  receivables.  Under the
terms of the  agreement,  Mercantile  advances the Company  eighty  percent of a
Customer  invoice.  The remaining 20% is held in reserve until the receivable is
collected. In the first month of the agreement, the Company factored $112,452 of
invoices.  As  of  June  30,  2004,  accounts  receivable  (including  factoring
receivables) were $162,081, an increase of $121,301 since December 31, 2003. The
factoring line payable was $53,206.

The  Company  engaged an  offshore  licensed  brokerage  firm to raise on a best
efforts basis from $1.5 million to $3.0 million,  depending on market price, for
11,000,000  of the Company's  common stock.  In the first six months ending June
30, 2004, the Company  completed a placement of 1,101,355 shares of common stock
with investors located outside of the United States in exchange for $372,589. In
July,  the Company  completed a placement  of an  additional  768,733  shares in
exchange for  $156,312.  The shares were offered  pursuant to an exemption  from
registration afforded by Regulation S to the Securities Act of 1933. Shares sold
pursuant to Regulation S are deemed  restricted  and may not be sold to any U.S.
Person (as that term is defined in the  Regulation) for a period of one (1) year
from date of sale. Thereafter, the shares will be subject to the restrictions of
Rule 144.

In February 2004, the Company entered into an equity line of credit with Cornell
Capital Partners,  L.P. Pursuant to the equity line of credit,  the Company may,
at it's  discretion,  periodically  sell to Cornell  Capital  Partners shares of
common stock for a total purchase  price of up to $5,000,000.  For each share of
common stock purchased under the equity line of credit, Cornell Capital Partners
will pay 95% of the bid price on the  Over-the-Counter  Bulletin  Board or other
principal  market  on which  our  common  stock  is  traded  for the  five  days
immediately  following the notice date.  The bid price is defined as the closing
bid price,  as reported by Bloomberg  L.P., of the common stock on the principal
market or if the common stock is not traded on a principal  market,  the highest
reported  bid price as  furnished  by the  National  Association  of  Securities
Dealers,  Inc. Cornell Capital Partners is a private limited  partnership  whose
business  operations  are  conducted  through  its  general  partner,  Yorkville
Advisors,  LLC. The Company also gave Cornell  Capital  Partners a  compensation
debenture in the amount of $240,000 upon execution of the equity line of credit.
Further, the Company has agreed to pay Cornell Capital Partners,  L.P. 5% of the
proceeds  that we receive  under the Equity  Line of Credit.  In  addition,  the
Company engaged Newbridge Securities Corporation, a registered broker-dealer, to
advise  the  Company in  connection  with the  equity  line of  credit.  For its
services,  Newbridge Securities  Corporation received 4,762 shares of our common
stock.

The Note Payable to Private  Investors'  Equity,  LLC, was restructured with the
interest  payments for the months August 2003 through  August 2004  capitalized.
The new principal  balance is $595,823.  Private  Investor's  Equity was granted
200,000 warrants in consideration for this restructuring.



                                       23
<PAGE>



INFLATION AND REGULATION

The Company's operations have not been, and in the near term are not expected to
be, materially  affected by inflation or changing prices. The Company encounters
competition  from a variety of firms  offering  similar  products  in its market
area. Many of these firms have long-standing customer relationships and are well
staffed and well financed. The Company believes that competition in the industry
is based on competitive pricing, although the ability,  reputation and technical
support of a concern is also significant.  The Company does not believe that any
recently enacted or presently pending proposed  legislation will have a material
adverse effect on its results of operations.
















                                       24
<PAGE>



                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

From time to time, the Company may become involved in various lawsuits and legal
proceedings which arise in the ordinary course of business.  However, litigation
is subject to inherent  uncertainties,  and an adverse  result in these or other
matters may arise from time to time that may harm our  business.  Currently  the
Company is not aware of any such  legal  proceedings  or claims  that we believe
will have,  individually or in the aggregate,  a material  adverse affect on the
business, financial condition or operating results.

ITEM 2.  CHANGES IN SECURITIES

During the second quarter,  the Company completed a placement of 186, 874 shares
of common stock with investors  located outside of the United States in exchange
for  $63,069.  For the  first six  months  ending  June 30,  2004,  the  Company
completed a placement of 1,101,355  shares in exchange for $372,589.  The shares
were offered pursuant to an exemption from registration afforded by Regulation S
to the Securities  Act of 1933.  Shares sold pursuant to Regulation S are deemed
restricted  and may not be sold to any U.S.  Person  (as that term is defined in
the Regulation) for a period of one (1) year from date of sale. Thereafter,  the
shares will be subject to the restrictions of Rule 144.

In June 2004,  Diamond Capital LLC and Quest Capital  Resources LLC, pursuant to
the terms of the preferred share  agreement,  each converted 1.75 million shares
of preferred  stock into 8.75 million  shares of common  stock.  Accordingly  no
preferred shares remain outstanding and the number of common shares increased by
a total of 17.5 million.  As of June 30, 2004,  there were 25,425,376  shares of
common stock outstanding.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5.  OTHER INFORMATION

None.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

Exhibit 31.1  Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
              2002.

Exhibit 32.1  Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
              2002.

Form 8-K :    None





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<PAGE>





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

                                 MEDIAWORX, INC.
                                  (Registrant)

DATE:                         By: /s/ LINDA A. BROENNIMAN
                                  ----------------------------------------------
August 13, 2004                       Linda A. Broenniman
                                      Chief Executive Officer and Director
                                     (Principal Executive and Financial Officer)
























                                       26
<PAGE>



                                                                    EXHIBIT 31.1

                           SECTION 302 CERTIFICATIONS

I, Linda Broenniman, certify that:

         1. I have reviewed this  quarterly  report on form 10-QSB of MediaWorx,
Inc.;

         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;

         3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the as of, and for,
the periods presented in this 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 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 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 of
        this 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
        control which could adversely affect the Registrant's ability to record,
        process, summarize and report financial data and have identified for the
        '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 's internal controls.


         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 my most recent  evaluation,  including any  corrective
actions with regard to significant deficiencies and material weaknesses.

Date: August  13, 2004

/s/  Linda Broenniman
------------------------------------------------
     Linda Broenniman
     Chief Executive Officer and Director
     (Principal Executive and Financial Officer)









                                       27
<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  MediaWorx,  Inc. on Form
10-QSB for the period  ending June 30, 2004,  as filed with the  Securities  and
Exchange  Commission  on the date hereof (the  "Report"),  I, Linda  Broenniman,
Chief Executive Officer of the Company,  certify,  pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of my knowledge and belief:

         (1)      the Report fully  complies  with the  requirements  of Section
                  13(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.


/s/  Linda Broenniman
------------------------------------------------
     Linda Broenniman
     Chief Executive Officer and Director
     (Principal Executive and Financial Officer)


August 13, 2004


A signed  original of this written  statement  required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the  electronic  version of this written  statement
has been  provided  to the  Company  and will be  retained  by the  Company  and
furnished to the Securities and Exchange Commission or its staff upon request.











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