SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549
  -----------------------------------------------------------------------------
                                   FORM 10-QSB

                Quarterly report Under Section 13 or 15(d) of the
                         Securities Exchange Act of 1934
  -----------------------------------------------------------------------------
                      For Quarter Ended: September 30, 2004

                          Commission File No. 001-15337

                               RADIX MARINE, INC.
        (Exact name of small business issuer as specified in its charter)
  -----------------------------------------------------------------------------

                     Nevada                           84-0503585
           (State of Incorporation)       (IRS Employer Identification No.)

                          9119 Ridgetop Blvd. Suite 260
                              Silverdale, WA 98383

                                 (360) 692-6446
  -----------------------------------------------------------------------------

         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  and 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 [ ]

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

         Indicate by check mark whether the  registrant  filed all documents and
reports  required  to be filed by Section  12, 13 or 15(d) of the  Exchange  Act
after the distribution of securities under a plan confirmed by a court

                                  Yes [ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         As of November 22, 2004,  there were issued and outstanding  77,231,057
shares of Common Stock, $.001 par value per share.

             Transitional Small Business Disclosure Format

                                 Yes [ ] No [X]

<PAGE>

                               RADIX MARINE, INC.

                                      INDEX
                                      -----


                                                                           PAGE
                                                                          NUMBER
                                                                          ------

PART I.  FINANCIAL INFORMATION

Item 1.  Condensed consolidated financial statements
                  (unaudited)

         Consolidated Balance Sheet as of September 30, 2004                   3

         Consolidated Statements of Operations for the three months
                  ending September 30, 2004 and 2003                           4

         Consolidated Statements of Cash Flows for the three months
                  ending September 30, 2004 and 2003                           5

         Notes to financial statements                                      7-18

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                  19

Item 3.   Controls and Procedures                                             20

PART II.  OTHER INFORMATION                                                   20

SIGNATURES                                                                    21



                                       2

<PAGE>

RADIX MARINE, INC.
CONSOLIDATED BALANCE SHEET
--------------------------------------------------------------------------------


                                                                   SEPTEMBER 30,
ASSETS                                                                 2004
                                                                   -----------
                                                                   (UNAUDITED)
    CURRENT ASSETS
       Cash                                                        $     1,082
       Accounts receivable                                             174,010
       Inventories                                                      13,025
       Prepaid expenses and other current assets                        57,200
                                                                   -----------
          TOTAL CURRENT ASSETS                                         245,317
                                                                   -----------

    PROPERTY & EQUIPMENT
       Property held under capital lease                               639,404
       Office equipment                                                  5,052
       Shop equipment                                                    2,835
       Computer software                                                 2,246
                                                                   -----------
                                                                       649,537
       Less accumulated depreciation                                  (139,669)
                                                                   -----------
                                                                       509,868
                                                                   -----------

    OTHER ASSETS
       Intangible assets not subject to amortization
          Goodwill                                                     550,704
       Intangible assets subject to amortization
          Other                                                        301,542
                                                                   -----------
                                                                       852,246
                                                                   -----------

          TOTAL ASSETS                                             $ 1,607,431
                                                                   ===========

LIABILITIES AND STOCKHOLDERS' (DEFICIT)
    CURRENT LIABILITIES
       Accounts payable                                            $    58,973
       Unearned income                                                  18,209
       Payroll taxes payable                                            23,107
       Accrued expenses                                                 34,799
       Payable to related parties                                      200,012
       Convertible Debenture, including accrued interest                 8,699
       Current maturities of long-term debt                            649,821
       Current portion of obligation under capital lease               151,448
                                                                   -----------
          TOTAL CURRENT LIABILITIES                                  1,145,068
                                                                   -----------

       Convertible Debenture                                           277,500
       Obligations under capital lease                                 384,677

          TOTAL LIABILITIES                                          1,807,245
                                                                   -----------
    STOCKHOLDERS' (DEFICIT)
       Common stock,  $.001 par value; authorized
          250,000,000 shares; issued and outstanding
          73,413,458 shares as of September 30, 2004                    73,414
       Additional paid-in capital                                    4,195,635
       Deficit accumulated during the development stage             (4,603,863)
       Prepaid common stock warrants                                   140,000
                                                                   -----------

          TOTAL STOCKHOLDERS' (DEFICIT)                               (194,814)
                                                                   -----------

          TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)            $ 1,612,431
                                                                   ===========

                                       3
<PAGE>

RADIX MARINE, INC.
(A DEVELOPMENT STAGE CORPORATION)
CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------

                                                       THREE MONTHS ENDED
                                                         SEPTEMBER 30,
                                                     2003            2004
                                                 ------------    ------------
                                                 (UNAUDITED)      (UNAUDITED)
INCOME
   Revenue from research & development
     contract                                    $         --    $      3,341
   Product sales                                           --          18,223
   Vessel sales                                        53,353              --
   Sale of aviation fuel                                   --          85,909
                                                 ------------    ------------
                                                       53,353         107,473
                                                 ------------    ------------

EXPENSES
   Cost of sales                                           --          96,558
   Selling, general and administrative                 89,475         245,899
   Loss on abandonment of website development              --              --
   Loss on impairment of goodwill                          --              --
   Research and development                            29,729          10,945
                                                 ------------    ------------
                                                      119,204         353,402
                                                 ------------    ------------

OTHER INCOME (EXPENSES)
   Loss on disposal and repossession of assets             --              --
   Interest income                                         --              --
   Interest expense                                      (620)        (37,907)
   Gain (loss) on extinguishments of debt                  --              --
                                                 ------------    ------------
                                                         (620)        (37,907)
                                                 ------------    ------------

   NET LOSS                                      $    (66,471)   $   (283,836)
                                                 ============    ============

PER SHARE DATA
   BASIC LOSS PER SHARE                          $          *    $          *
                                                 ============    ============

   WEIGHTED AVERAGE COMMON
       SHARES OUTSTANDING                          32,940,621      69,182,883
                                                 ============    ============

* Less than $(.01) loss per share


                                       4
<PAGE>

RADIX MARINE, INC.
(FORMERLY MODERN MFG SERVICES, INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                   THREE MONTHS ENDED
                                                                                      SEPTEMBER 30,
                                                                                 2003             2004
                                                                               ---------       ---------
                                                                              (UNAUDITED)     (UNAUDITED)
<S>                                                                            <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net Loss                                                                    $ (66,471)      $(283,836)
   Adjustments to reconcile net loss to net cash
      used by operating activities:
          Stock issued for services                                                2,000          50,000
          Abandonment of website development                                          --              --
          (Gain)  loss on extinguishment of indebtedness                              --              --
          Loss on disposal and repossession of assets                                 --              --
          Loss on impairment of goodwill                                              --              --
          Depreciation expense                                                       253          30,774
          Amortization expense                                                    25,129          25,129
          (Increase) decrease in assets                                               --
            (Increase) in accounts receivable                                     34,051         (13,399)
            (Increase) in inventories                                                 --         (13,025)
            (Increase) in prepaid expenses and other current assets                   --           2,800
          Increase (decrease) in liabilities                                          --
            Increase (decrease) in accounts payable and accrued expenses         (46,516)        138,700
            Increase (decrease) in unearned income                                    --          18,209
            Increase (decrease) in licensing obligation                               --              --
            Increase in notes payable                                                 --              --
            Increase (decrease) in obligations under capital lease                    --              --
                                                                               ---------       ---------
            NET CASH USED IN OPERATING ACTIVITIES                                (51,554)        (44,648)
                                                                               ---------       ---------
CASH FLOWS FROM INVESTING ACTIVITIES
   Office equipment/software purchases                                                --          (2,835)
   Proceeds on loans receivable                                                   32,010              --
   Advances on loans receivable                                                  (18,590)             --
                                                                               ---------       ---------
          NET CASH USED IN INVESTING ACTIVITIES                                   13,420          (2,835)
                                                                               ---------       ---------
CASH FLOWS FROM FINANCING ACTIVITIES
   Amounts received from related parties                                          24,715             900
   Amounts received from line of credit                                               --              --
   Amounts received from long-term debt                                           10,875              --
   Amounts received from payables to others                                       60,000              --
   Amounts received from convertible debenture                                        --              --
   Amounts received from convertible notes                                            --              --
   Amounts received from exercise of common stock warrants                            --              --
   Amounts received in connection with the issuance of common stock warrants          --          80,000
   Cash received in reverse acquisition with MPEG Super Site, Inc.                    --              --
   Repayments to related parties                                                 (12,635)         (1,270)
   Repayments of long-term debt                                                  (44,436)        (26,920)
   Repayments of payables to others                                                   --         (46,747)
   Proceeds from private offerings                                                    --              --
   Costs incurred from private offerings                                              --              --
                                                                               ---------       ---------
          NET CASH PROVIDED BY FINANCING ACTIVITIES                               38,519           5,963
                                                                               ---------       ---------
          NET INCREASE (DECREASE) IN CASH AND CASH
            EQUIVALENTS                                                              385         (41,520)
          BEGINNING BALANCE - CASH AND CASH EQUIVALENTS                              145          42,602
                                                                               ---------       ---------
          ENDING BALANCE - CASH AND CASH EQUIVALENTS                           $     530       $   1,082
                                                                               =========       =========
</TABLE>


                                       5
<PAGE>

RADIX MARINE, INC.
(FORMERLY MODERN MFG SERVICES, INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------


                                                          THREE MONTHS ENDED
                                                              SEPTEMBER 30,
                                                          2003          2004
                                                      -----------   -----------
                                                      (UNAUDITED)   (UNAUDITED)

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

CASH PAID FOR:

   Interest Expense                                   $       384   $    24,827
                                                      ===========   ===========
   Income Taxes                                       $        --   $        --
                                                      ===========   ===========


       NON-CASH FINANCING AND INVESTING INFORMATION:

          During the three months ended September 30, 2004, the Company issued
          782,034 shares of its common stock to consultants in the cancellation
          of $14,800 of indebtedness.

          During the three months ended September 30, 2004, holders of the
          Company convertible debentures exercised their option and converted
          $11,000 of indebtedness in exchange for 5,376,275 shares of the
          Company's common stock. In connection with the conversion, these
          investors also exercised prepaid warrants totaling $110,000 for the
          purchase of 110,000 additional common shares.

          During the three months ended September 30, 2004, the Company entered
          into an agreement to lease shop equipment. The transaction was
          accounted for as a capital lease and the Company valued the leased
          equipment at the present value of the lease payments totaling $52,000.



                                       6
<PAGE>

RADIX MARINE, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 1 - ORGANIZATION

             Radix Marine,  Inc. (the  "Company"),  formerly known as Modern MFG
             Services,  Inc. is a corporation  that was formed under the laws of
             the State of Colorado on September  30, 1958. On September 30, 2002
             the Company acquired Integrated  Maritime Platforms  International,
             Inc.   ("Integrated").   Integrated  is  currently  developing  for
             construction  an  Unmanned  Surface  Vehicle  Prototype.  It is the
             Company's  intent to develop  and market a complete  line of manned
             and  unmanned  marine  craft  for the  domestic  and  international
             market.

             The Company has entered into a four year  research and  development
             contract with the United States Government acting through the Naval
             Undersea  Warfare  Center to  develop  a  military  capability  for
             multiple  undersea  warfare  missions using Undersea  Vehicles with
             varying  levels of  manning  and  autonomy  through  a  multi-phase
             program named the Spartan  Undersea Warfare Combat Vehicle Program.
             In  September  2004,  the  Company   commenced  its   manufacturing
             operations.  As of  September  30,  2004,  the  Company  had  three
             contracts to construct  marine lamps,  two vessels  (contract price
             $20,000),  and  kennels.  The  Company  received  deposits on these
             contracts in August and  September  2004 totaling  $22,760.  Lamps,
             with a sales price of $18,202,  was  shipped in  September  2004 of
             which $4,551 was credited  against the deposit received and $13,651
             is due from the customer.  The $13,651 was received by the Customer
             in October 2004.

             The  Company  was in the  development  stage  as  defined  in  FASB
             Statement  7 through  June 30,  2004.  The Company has not paid any
             dividends  and  dividends,  that  may be paid in the  future,  will
             depend  on the  financial  requirements  of the  Company  and other
             relevant factors.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

             INTERIM FINANCIAL STATEMENTS

             The accompanying  unaudited  consolidated  financial statements are
             represented in accordance with the requirements for Form 10-QSB and
             article 10 of Regulation S-X and Regulation S-B. Accordingly,  they
             do not include all the disclosures  normally  required by generally
             accepted  accounting  principles.  Reference  should be made to the
             Radix Marine, Inc.  consolidated  financial statements for the year
             ended June 30,  2004,  contained in the  Company's  Form 10-KSB for
             additional   disclosures  including  a  summary  of  the  Company's
             accounting policies, which have not significantly changed.

             In  the  opinion  of the  Company's  management,  the  accompanying
             unaudited consolidated financial statements contain all adjustments
             (consisting  of normal  recurring  accruals)  necessary  to present
             fairly the  financial  position of the Company as of September  30,
             2004,  and the  results  of its  operations  and cash flows for the
             three-month   periods  ended  September  30,  2003  and  2004.  The


                                       7
<PAGE>

             operating  results of the Company on a  quarterly  basis may not be
             indicative of operating results for the full year.

             BASIS OF PRESENTATION

             The Company's  consolidated financial statements are prepared using
             the accrual  method of  accounting in  accordance  with  accounting
             principles  generally  accepted in the United  States and have been
             prepared  on  a  going  concern  basis,   which   contemplates  the
             realization  of assets and the  settlement  of  liabilities  in the
             normal course of business.

             The  accompanying   financial  statements  have  been  prepared  in
             conformity with  accounting  principles  generally  accepted in the
             United States of America,  which  contemplate  continuation  of the
             Company as a going concern. However, the Company has no established
             source of revenue.  This matter raises  substantial doubt about the
             Company's  ability to continue as a going concern.  These financial
             statements  do  not  include  any   adjustments   relating  to  the
             recoverability  and  classification  of recorded asset amounts,  or
             amounts and  classification  of liabilities that might be necessary
             should the Company be unable to continue as a going concern.

             Management  is  actively  pursuing   customer   contracts  and  has
             commenced  operating its light  manufacturing  for marine and other
             products in September 2004. The Company is still providing services
             on its government  contract.  The Company is still actively seeking
             financing through loans and the offering of its equity.  Management
             believes that these sources will allow the Company to continue as a
             going concern.  However,  no assurances can be made that current or
             anticipated  sources  of funds will  enable the  Company to finance
             future periods' operations.

             PRINCIPLES OF CONSOLIDATION

             The  accompanying  consolidated  financial  statements  include the
             accounts of the Radix Marine, Inc. and its wholly owned subsidiary,
             Integrated  Maritime  Platforms  International,  Inc.  Intercompany
             transactions and balances have been eliminated in consolidation.

             REVENUE RECOGNITION

             The  Company  recognizes  revenue  when  persuasive  evidence of an
             arrangement exists, title transfer has occurred, the price is fixed
             or readily determinable,  and collectibility is probable. Sales are
             recorded net of sales discounts.  The Company recognizes revenue in
             accordance  with  Staff  Accounting   Bulletin  No.  101,  "Revenue
             Recognition   in  Financial   Statements,"   as  amended  by  Staff
             Accounting Bulletin 104.

             ALLOWANCE FOR DOUBTFUL ACCOUNTS

             The  allowance  for doubtful  accounts  on accounts  receivable  is
             charged to income in amounts  sufficient  to maintain the allowance
             for  uncollectible  accounts  at a  level  management  believes  is
             adequate to cover any probable  losses.  Management  determines the


                                       8
<PAGE>

             adequacy of the allowance based on historical write-off percentages
             and the current status of accounts receivable.  Accounts receivable
             are  charged  off  against the  allowance  when  collectibility  is
             determined to be permanently impaired.

             INVENTORIES

             Inventories are stated at the lower of cost, determined on the FIFO
             method, or market.

             PROPERTY AND EQUIPMENT

             Property  and  equipment  are stated at cost.  Major  renewals  and
             improvements are charged to the asset accounts while  replacements,
             maintenance  and repairs,  which do not improve or extend the lives
             of the respective  assets,  are expensed.  At the time property and
             equipment  are  retired  or  otherwise  disposed  of, the asset and
             related  accumulated  depreciation  accounts  are  relieved  of the
             applicable  amounts.  Gains or losses from retirements or sales are
             credited or charged to income. The Company depreciates property and
             equipment  on the  straight-line  method  for  financial  reporting
             purposes as follows:


                  Vessel held under capital lease    5 years
                  Office equipment                   5 years
                  Computer software                  3 years

             Depreciation  expense  charged to operations  for the  three-months
             ended   September  30,  2003,   and  2004  was  $253  and  $30,774,
             respectively.

             LONG-LIVED ASSETS

             In August 2001,  SFAS No. 144,  "Accounting  for the  Impairment or
             Disposal of Long-Lived  Assets," was issued  establishing new rules
             and clarifying implementation issues with SFAS No. 121, "Accounting
             for the Impairment of Long-Lived  Assets and for Long-Lived  Assets
             to be Disposed  of, "by allowing a  probability-weighted  cash flow
             estimation  approach to measure the impairment loss of a long-lived
             asset.  The statement also established new standards for accounting
             for  discontinued   operations.   Transactions   that  qualify  for
             reporting  in  discontinued  operations  include the  disposal of a
             component of an entity's  operations that comprises  operations and
             cash flow that can be clearly distinguished,  operationally and for
             financial  reporting  purposes,  from the rest of the  entity.  The
             Company  adopted this standard and in accordance with the statement
             the Company has  reclassified  the gain on  extinguishment  of debt
             from extraordinary items to continuing operations.

              NET LOSS PER SHARE

             The Company adopted Statement of Financial Accounting Standards No.
             128 that requires the reporting of both basic and diluted  earnings
             (loss) per share.  Basic  earnings  (loss) per share is computed by
             dividing net income (loss) available to common  stockholders by the
             weighted  average  number  of  common  shares  outstanding  for the


                                       9
<PAGE>

             period.  Diluted  earnings  (loss) per share reflects the potential
             dilution that could occur if securities or other contracts to issue
             common  stock were  exercised or converted  into common  stock.  In
             accordance with FASB 128, any anti-dilutive effects on net earnings
             (loss)  per  share  are  excluded.   The  Company  has  convertible
             debentures and warrants outstanding as of September 30, 2004, which
             are  considered  common stock  equivalents  and are  anti-dilutive.
             Accordingly,  basic and diluted  earnings per share  exclude  these
             common stock equivalents from the related computation.

             CASH AND CASH EQUIVALENTS

             For purposes of the statement of cash flows, the Company  considers
             cash and cash  equivalents  to include  all stable,  highly  liquid
             investments with maturities of three months or less.

             CONCENTRATION OF CREDIT RISK

             The Company  primarily  transacts  its business  with two financial
             institutions  and  maintains  its cash in bank  deposits,  which at
             times may exceed  federally  insured  limits.  The  Company has not
             experienced  any losses in such  accounts  and  believes  it is not
             exposed to any significant credit risk on cash.

             Another  concentration  of credit  risks  pertains to its  accounts
             receivable.  As of September 30, 2004,  the Company is due $190,693
             from four customers. As indicated,  these receivables are unsecured
             and non-interest  bearing. If any one of these four customers fails
             to pay, it would create a further hardship on the Company's ability
             to continue operating.  Balances due from these customers and their
             related sales for the three months ended  September 30, 2004 are as
             follows:

<TABLE>
<CAPTION>
                                                           ACCOUNTS RECEIVABLE          QUARTERLY SALES
                                                        ------------------------  --------------------------
              CUSTOMER             SERVICE                  AMOUNT           %        AMOUNT             %
             -----------    --------------------
<S>                         <C>                            <C>           <C>         <C>            <C>
                 1          R&D Contract                     1,625         .84%        3,341          3.10%
                 2          Mfg                             13,651        7.10%       18,223         16.96%
                 3          Vessel sales                    91,541       47.60%           --             0%
                 4          Fuel sales                      85,500       44.46%       85,909         79.94%
                                                        -----------  -----------  -----------    -----------
                                                           192,317      100.00%      107,473        100.00%
                                                        ===========  ===========  ===========    ===========
</TABLE>

             As of September 30, 2004, the Company has  established an allowance
             for doubtful accounts totaling $18,307

             RESEARCH AND DEVELOPMENT

             The Company expenses research and development costs as incurred.


                                       10
<PAGE>

             USE OF ESTIMATES

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

             INCOME TAXES

             The Company  accounts for its income taxes under the  provisions of
             Statement of Financial  Accounting  Standards 109 ("SFAS 109"). The
             method of  accounting  for income  taxes under SFAS 109 is an asset
             and liability  method.  The asset and liability method requires the
             recognition of deferred tax liabilities and assets for the expected
             future tax consequences of temporary  differences between tax bases
             and financial reporting bases of other assets and liabilities.

             FAIR VALUE OF FINANCIAL INSTRUMENTS

             Pursuant  to  SFAS  No.  107,  "Disclosures  About  Fair  Value  of
             Financial  Instruments",  the Company is  required to estimate  the
             fair value of all  financial  instruments  included  on its balance
             sheet as of September 30, 2004. The Company  considers the carrying
             value of such amounts in the financial  statements  to  approximate
             their face value.

             ISSUANCES INVOLVING NON-CASH CONSIDERATION

             All  issuances of the  Company's  stock for non-cash  consideration
             have been assigned a dollar amount equaling either the market value
             of  the  shares  issued  or the  value  of  consideration  received
             whichever  is  more  readily  determinable.  The  majority  of  the
             non-cash  consideration  received  pertains to services rendered by
             consultants  and others and have been valued at the market value of
             the shares issued.

             RECLASSIFICATION

             Certain  amounts in September  30, 2003 have been  reclassified  to
             conform  with  the   September  30,   2004's   presentation.   Such
             reclassification   had  no  effect  on  net  income  as  previously
             reported.

             PENSION PLAN

             The Company  started a 401(k) plan  effective  January 1, 2003. All
             employees  employed on the effective  date are eligible.  Employees
             hired  after the  effective  date are  required to have one year of
             service and be at least twenty-one years old. The plan has matching
             contributions,  which are discretionary and determined  annually by
             the plan sponsor. After six years of service the vesting percentage
             is  100%.  For the  three-months  ended  September  30,  2004,  the
             Company's pension expense was $0.


                                       11
<PAGE>

NOTE 3 - INVENTORIES

             INVENTORIES AS OF SEPTEMBER 30, 2004 CONSIST OF THE FOLLOWING:

                  WORK IN PROCESS           $13,025


NOTE 4 -     INTANGIBLE ASSETS

             As of September 30, 2004 the Company has intangible assets totaling
             $1,803,324.  Of that amount,  $1,300,754  was allocated to goodwill
             and $502,570 was allocated to the purchase of a contract  regarding
             the development and production of an Unmanned Surface Vehicle.  The
             price of the contract is being amortized over the five-year term of
             the  contract.  Amortization  expense  for the  three-months  ended
             September 30, 2004 and 2003 was $25,129 and $25,129, respectively.

             Estimated  amortization  expense  for  the  remaining  life  of the
             contract is as follows:

                           2005              $ 100,514
                           2006                100,514
                           2007                100,514

             Goodwill is assigned  to specific  reporting  units and is reviewed
             for possible  impairment at least annually or more  frequently upon
             the occurrence of an event or when circumstances  indicate that the
             reporting  carrying amount exceeds its fair value.  During the year
             ended June 30, 2003, the Company  determined the carrying amount of
             net assets  acquired in the purchase of Integrated  exceeded  their
             fair values,  which was  estimated  based upon the present value of
             expected future cash inflows.  Accordingly,  a goodwill  impairment
             loss of $750,000 was  recognized by that  reporting unit during the
             year ended June 30, 2003. For the three months ended  September 30,
             2004, no impairment loss was recognized by the Company.

NOTE 5 - RELATED PARTY TRANSACTIONS

             During the  three-months  ended  September 30, 2004,  the Company's
             President  advanced $900 and received  repayments  totaling $1,270.
             Balances  of loans due to  officers,  directors  and other  related
             parties as of September 30, 2004 amounted to $200,012.  These loans
             are non-interest bearing, unsecured and due on demand.

NOTE 6 - NOTES PAYABLE

             CONVERTIBLE DEBENTURE

             In March of 2004,  the Company  entered into a securities  purchase
             agreement  and  issued  a  convertible   debenture   with  attached
             convertible   warrants   with  an  investor.   The  amount  of  the
             convertible  debenture is $300,000  and is assessed  interest at an
             annual rate of 7 3/4 %. The due date of the  debenture  is March of
             2006. The payment of interest shall be in cash or, at the option of
             the holder,  in shares of common stock of the Company valued at the
             then conversion price.


                                       12
<PAGE>

             The debenture may be converted either in whole or in part up to the
             full  principal  amount in  increments of $1,000 into common stock.
             The  number of  common  shares  into  which  the  debenture  may be
             converted  is equal to the  dollar  amount of the  debenture  being
             converted   multiplied  by  eleven,   minus  the  conversion  price
             multiplied by ten times the dollar  amount of the  debenture  being
             converted,  with  product of the above  computation  divided by the
             conversion   price.  The  Company  shall  pay  the  holder  on  the
             conversion date any accrued interest.

             The  conversion  price shall be equal to the lesser of $0.20 or 70%
             of the average of the three lowest volume  weighted  average prices
             during the twenty trading days prior to the election to convert.

             If on the day of conversion  the volume  weighted  average price is
             below  $0.05,  then the Company  shall have the right to prepay the
             portion of the  debenture  that the holder  elected to convert plus
             any accrued  and unpaid  interest  at 150% of such  amount.  If the
             Company  elects to prepay that  portion of the  debenture  then the
             holder has the right to withdraw its conversion notice.

             Under the terms of the  debenture,  the shares issued on conversion
             must be registered.  Therefore,  upon notification of a conversion,
             the Company continues to file registration  statements as required.
             In the event that the Company's registration statement has not been
             declared effective, the holder may demand repayment of $150% of the
             debenture,  together will all accrued and unpaid  interest in cash.
             Such  repayment  must be made within three days.  In addition,  the
             Company  must  issue  immediately  to the holder  50,000  shares of
             common  stock and pay  $15,000  for each  thirty day period  during
             which the principal amount  including  interest remains unpaid with
             the amount to increase to $20,000 for each thirty day period  after
             the  first  ninety  day  period.  During  the  three-months  ending
             September  30,  2004,  the  investor   converted   $11,000  of  the
             indebtedness  in exchange  for  5,376,275  shares of the  Company's
             common  stock.  The  balance  of the  convertible  debenture  as of
             September 30, 2004  amounted to $281,199,  which  includes  accrued
             interest of $3,699. Interest charged to operations relating to this
             debenture for the year ended June 30, 2004 totaled $5,612.

             In  connection  with the  issuance of the $300,000  debenture,  the
             Company also issued warrants to the investor  granting the investor
             the right to  purchase  3,000,000  shares of the  Company's  common
             stock.  The exercise price of the warrants is $1.00. The expiration
             date of the warrants is March 2007.

             The holder has the right to  exercise  at least 5% of the  warrants
             per month  provided  that the common shares are  available.  If the
             holder does not  exercise at least 5% of the warrants in any month,
             then the holder  will not be  entitled  to collect  interest on the
             debenture for that month.

             If the Company  does not timely honor a debenture  conversion  or a
             warrant exercise and in the ten days the holder purchases shares of
             common stock of the Company,  then the Company must pay cash to the
             holder,  as  liquidated  damages,  an amount  equal to the purchase
             price  exceeded  the  principal   and/or  interest  amount  of  the


                                       13
<PAGE>

             debenture or warrant for which such  conversion or exercise was not
             timely honored with interest at 15% per annum.

             In the above  transaction,  the investor  advanced $250,000 towards
             the future exercise of the above-indicated  warrants. Of the amount
             advanced,  the investor  exercised warrants during the three-months
             ended  September  30,  2004  to  purchase  110,000  shares  of  the
             Company's  common stock,  thereby  reducing the amount  advanced to
             $50,000 at September 30, 2004.

             In addition,  in August 2004, the investor advanced $90,000 for the
             future purchase of warrants.  Of the $90,000  advance,  $10,000 was
             sent  directly to the Company's  attorney as a partial  payment for
             the  preparation  of a  registration  statement  on Form SB-2.  The
             $90,000 has been classified to prepaid warrants, which as September
             30, 2004, had a balance of $160,000.

             Upon the completion of the registration statement, the Company will
             receive  an  additional  $60,000,  of  which  $10,000  will be sent
             directly to the Company's attorney as payment on the preparation of
             the registration statement.

             A reconciliation of the non-detachable  warrants  outstanding as of
             September 30, 2004 follows:

             Warrants Granted - Mar 2004             3,000,000
             Warrants exercised through
                  June 30, 2004                        (90,000)
             Warrants exercised - Three-months
                  ended September 30, 2004            (110,000)
                                                     ---------
                  Warrant outstanding -
                           September 30, 2004        2,800,000
                                                     =========


             In addition,  In August 2004,  the Company  borrowed  $5,000 from a
             another third party evidenced by a convertible note. The note bears
             interest at annual rate of 8% is due in  November  2004.  Under the
             terms of the note,  the note  holder has the right to  convert  the
             note into shares of the Company's common stock based on a price per
             share equal to 50% of the twenty-day trailing average closing price
             of the  Company's  common  stock  immediately  prior to the date of
             initial financing of August 16, 2004.

             OBLIGATION UNDER LICENSING AGREEMENT

             In the  purchase of  Integrated  Maritime,  the Company  assumed an
             obligation  evidenced by a promissory  note that Integrated owed on
             the  purchase  of its  contract  to develop  the  Unmanned  Surface
             Vehicle.  Under the terms of the obligation,  total payments cannot
             exceed  $750,000 and the note  matures on April 25, 2005.  Upon the
             maturity of the note, any remaining  amounts due under the note are
             forgiven.  However,  during  the term of the Note,  the  Company is
             required to pay the holder 20% of all  amounts  raised and from the
             profit received under the contract.


                                       14
<PAGE>

             The  obligation  and the related asset were valued at the estimated
             present value of the expected  future payments over the term of the
             note of $520,512. In calculating the present value the Company used
             an interest rate of 8% per annum. In addition,  the Company accrued
             interest on this obligation during the three-months ended September
             30, 2004 totaling $9,344. The Company made no payments towards this
             obligation  during this period.  The balance due at  September  30,
             2004, including accrued interest, was $476,549.  Under the terms of
             payment, this promissory note is in default.

             PAYABLE TO OTHERS

             During the  three-months  ended  September  30,  2004,  the Company
             issued  782,034  782,034  shares of the  Company's  common stock in
             exchange for the cancellation of $14,800 of indebtedness.

             At September  30, 2004,  the Company had payables to third  parties
             totaling $173,273. These loans are unsecured, non-interest bearing,
             and due on demand.

             A recap of notes payable as of September 30, 2004 is as follows:

                  Amount due under convertible debenture        $286,199
                  Obligation under licensing agreement           476,549
                  Payable to third parties                       173,272
                                                                --------
                     Total                                       936,020
                  Less current maturities - Convertible
                         Denture                                  (8,699)
                   Less current maturities due third parties    (649,821)
                                                                --------
                  Long-term debt                                $277,500
                                                                ========

NOTE 7- INCOME TAXES

             Income taxes are provided based on earnings  reported for financial
             statement  purposes  pursuant to the  provisions  of  Statement  of
             Financial  Accounting Standards No. 109 ("FASB 109"). FASB 109 uses
             the asset and liability  method to account for income  taxes.  That
             requires  recognizing  deferred tax  liabilities and assets for the
             expected future tax consequences of temporary  differences  between
             tax basis and financial reporting basis of assets and liabilities.

             An allowance has been provided for by the Company which reduced the
             tax benefits accrued by the Company for its net operating losses to
             zero,  as it cannot be  determined  when,  or if, the tax  benefits
             derived  from  these  operating  losses  will  materialize.  As  of
             September  30,  2004,   the  Company  has  unused   operating  loss
             carryforwards,  which may provide future tax benefits in the amount
             of  approximately  $4,100,000 which expire in various years through
             2024.

NOTE 7 - STOCK ACTIVITY

             During the three-months ended September 30, 2004 the Company issued
             782,034 shares of its common stock in exchange for the cancellation
             of $14,800 of indebtedness.


                                       15
<PAGE>

         During  the   three-months   ended  September  30,  2004,   holders  of
         convertible  debentures exercised their option and converted $11,000 of
         indebtedness in exchange for 5,376,275  shares of the Company's  common
         stock.  In  connection  with  the  conversion,   these  investors  also
         exercised  prepaid  warrants  totaling  $110,000  for the  purchase  of
         110,000 additional common shares.

         During the  three-months  ended  September 30, 2004 the Company  issued
         1,250,000  shares of common  stock to members of its Board of Directors
         as  compensation.  The shares  were  valued at $50,000  and  charged to
         operations.

NOTE 8. CONTINGENT LIABILITIES

         A former  attorney of the Company  reflects an outstanding  balance due
         him from the Company of  approximately  $50,000.  The Company  believes
         that through cash  payments and through the  issuances of shares of its
         common stock to the  attorney,  the Company does not believe that there
         is any  balance due him.  Currently,  the  Company  has  contacted  the
         attorney  regarding the disputed  balance due, but the attorney has yet
         to respond.

         A complaint  has been filed  against the Company on June 29, 2004,  for
         sending out unsolicited advertisements via telephone facsimile machines
         in violation of the United States  Telephone  Consumer  Protection Act.
         The complaint seeks to have class action certified.  Each member of the
         affected  class  could  assert  a claim  of $500.  The  sending  of the
         unsolicited material was not authorized by the Company.  Management has
         retained an attorney to  represent  them in this matter and  management
         believes that class action status will not be granted.  As of September
         30,2004, there has been no change in the disposition of this case.


NOTE 9 - SUBSEQUENT EVENTS

         During the period  from  October 1,  through  November  12,  2004,  the
         Company issued the following shares of its common stock:


          October 18, 2004          863,015 shares against Convertible debenture
                                    10,000 shares against Prepaid Warrant

          October 27,2004           250,000  shares  as   compensation   to  the
                                    Company's  Vice-President  of Marketing  and
                                    150,000  shares  in an  employee  in lieu of
                                    $2500 in compensation, employee

          November 3, 2004          1,027,735    shares   against    Convertible
                                    debenture   10,000  shares  against  prepaid
                                    warrant

          November 11, 2004         1,496,849    shares   against    Convertible
                                    debenture   10,000  shares  against  prepaid
                                    warrant


                                       16
<PAGE>

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

From time to time, including herein, we may publish "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.  Words such as
"expects,"  "anticipates," "intends," "plans," "believes," "seeks," "estimates,"
or  variations  of such words and similar  expressions  are intended to identify
such forward-looking  statements.  These statements are not guarantees of future
performance and involve certain risks, uncertainties and assumptions. Therefore,
actual  outcomes  and results may differ  materially  from what is  expressed or
forecasted  in such  forward  looking  statements.  The  Company  undertakes  no
obligation  to update  publicly  any forward  looking  statements,  whether as a
result of new information, future events or otherwise.

RESULTS OF OPERATIONS

For the three-months ended September 30, 2003 and 2004

During the three-month  period ending September 30, 2003, the Company  generated
revenues  of  $53,353  from  engineering  services  provided  to the U.S.  Navy.
Operating expense for this period was $119,204,  including cost of goods sold of
$29,729;  contract  amortization of $25,128;  payroll expense of $20,240;  legal
fees of $13,629; and the remaining in general overhead costs.

During the three-month  period ended September 30, 2004, the Company had revenue
of $3,341 from its  contract  with the U.S.  Navy,  $85,909 in fuel  sales,  and
$18,223 from light manufacturing  projects.  During this three-month period, the
Company  had cost of goods  sold of  $96,558,  and  general  and  administrative
expenses  totaling  $245,899.  General  and  administrative  expenses  consisted
primarily of depreciation  expense of $30,522,  payroll of $67,073,  stock-based
Board of Director  compensation  expense of $50,000,  and contract  amortization
expense of $25,129.

During the  three-months  ended  September  30, 2004,  the Company also incurred
$10,945 in research and development costs and interest expense of $37,907.

Liquidity and Capital Resources

Cash and cash  equivalents as of September 30, 2003 was increased by $385.  Cash
received  during this three  month  period  included  $60,000  received  through
convertible notes payable to others,  $46,516 from accounts receivable,  $32,010
on proceeds from loans receivable,  $24,715 in notes payable to related parties,
and $10,875  received from long term debt  payments.  Of the $174,116  received,
$51,554 was used in  operations,  $44,436 was used to retire long term debt, and
$12,635 was repaid to a related party.

Cash and cash  equivalents  as of September  30, 2004 was $1,082.  Cash received
during  this  three-month  period  included  an  $80,000  advance  on the future
exercise of Common Stock Warrants,  $112,286 from accounts receivable,  and $900
from the Company's president as an advance.  Of the $193,186 received,  $163,840
was used in  operations,  $2,835 was used to purchase  manufacturing  equipment,
$26,920 was used to reduce the principal  obligations  under capital  leases and
$46,747 was to reduce obligations due third parties.


                                       17
<PAGE>

The Company's  ability to continue as a going concern is dependent  upon several
factors. These factors include the Company's ability to:

      o     generate sufficient cash flows to meet the Company's  obligations on
            a timely basis;

      o     obtain additional financing or refinancing as may be required;

      o     aggressively control costs; and

      o     achieve profitability and positive cash flows.

To obtain funding for the Company's ongoing operations, the Company entered into
a Securities  Purchase Agreement with an accredited  investors in March 2004 for
the sale of (i)  $300,000 in  convertible  debentures  and (ii)  warrants to buy
3,000,000 shares of our common stock.

Through  September  30,  2004,  La  Jolla  Cove  Investors  provided  us with an
aggregate of $300,000 as consideration  for convertible  debenture and $340,000,
as advances  against the future exercise of common stock warrants,  and $150,000
for the issuance of our common stock.

During the period from October 1, through  November 12, 2004, the Company issued
the following shares of its common stock:

        October 18, 2004   863,015 shares against  Convertible  debenture 10,000
                           shares against Prepaid Warrant

        October 27,2004    250,000  shares  as  compensation  to  the  Company's
                           Vice-President  of Marketing,  valued at $4,200,  and
                           150,000  shares  in an  employee  in lieu of $2500 in
                           compensation, employee

        November 3, 2004   1,027,735 shares against Convertible debenture 10,000
                           shares against prepaid warrant

        November 11, 2004  1,496,849 shares against Convertible debenture 10,000
                           shares against prepaid warrant


ITEM 3. CONTROLS AND PROCEDURES

As of September 30, 2004, an evaluation was performed  under the supervision and
with  the  participation  of  the  Company's  management,  including  the  Chief
Executive Officer and the Chief Financial  Officer,  of the effectiveness of the
design and operation of the Company's disclosure controls and procedures.  Based
on that  evaluation,  the Company's  management,  including the Chief  Executive
Officer and the Chief Financial Officer, concluded that the Company's disclosure
controls and procedures were effective as of September 30, 2004. There have been
no significant  changes in the Company's  internal  controls or in other factors
that could  significantly  affect internal controls  subsequent to September 30,
2004.


                                       18
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

A lawsuit known as Spencer vs. Radix  Marine,  Inc. has been filed against us in
the Circuit Court of the Eighteenth Judicial Circuit of Dupage County,  State of
Illinois,  on June 29,  2004,  for sending out  unsolicited  advertisements  via
telephone  facsimile  machines  in  violation  of the  United  States  Telephone
Consumer  Protection  Act. The complaint  seeks to have class action  certified.
Each member of the affected class,  could assert a claim of $500. The sending of
the  unsolicited  material was not authorized by us.  Management has retained an
attorney to represent  them in this matter and  management  believes  that class
action status will not be granted.

From time to time, we may become party to litigation or other legal  proceedings
that we consider to be a part of the  ordinary  course of our  business.  We may
become involved in material legal proceedings in the future.


ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

To obtain  funding  for our ongoing  operations,  we entered  into a  Securities
Purchase Agreement with an accredited investor on March 17, 2004 for the sale of
(i) $300,000 in convertible debentures and (ii) warrants to buy 3,000,000 shares
of our common stock.  This prospectus  relates to the resale of the common stock
underlying these convertible debentures and warrants.

As of  September  30,  2004,  the  investors  provided us with an  aggregate  of
$300,000 in convertible debenture and $340,000 as advances of future exercise of
common stock  warrants and $25,000 for the issuance of common stock.  A recap of
these advances is as follows:

      o     $250,000 was  disbursed to us on March 18, 2004;  with an additional
            $50,000 which was been retained for services provided to our company
            by  various   professionals,   and  was  directly   disbursed   upon
            effectiveness  of  our  registration  statement;  We  received  back
            $20,000 of the $50,000 retainer in April 2004.

      o     $250,000  was  disbursed  on May 5, 2004 upon  effectiveness  of the
            registration;

      o     In exchange for issuing La Jolla 2,500,000,  we received $100,000 on
            June 28, 2004; with an additional  $50,000 retained for professional
            services. and

      o     $80,000 was  disbursed to us on August 16, 2004;  with an additional
            $10,000, which was directly disbursed for professional services.

The  debentures  bear  interest  at 7 3/4%,  mature  two years  from the date of
issuance,   and  are   convertible   into  our  common  stock,  at  the  selling
stockholder's option. The convertible debentures are convertible into the number
of our shares of common stock equal to the  principal  amount of the  debentures
being  converted  multiplied  by 11,  less the product of the  conversion  price
multiplied by ten times the dollar amount of the debenture. The conversion price
for the convertible  debenture is the lesser of (i) $0.20 or (ii) eighty percent
of the of the average of the three lowest volume weighted  average prices during
the twenty (20) trading days prior to the conversion.  Accordingly,  there is in


                                       19
<PAGE>

fact no limit on the number of shares into which the debenture may be converted.
In  addition,  the selling  stockholder  is  obligated  to exercise  the warrant
concurrently  with  the  submission  of  a  conversion  notice  by  the  selling
stockholder. The warrant is exercisable into 3,000,000 shares of common stock at
an exercise price of $1.00 per share.

The selling  stockholder  has  contractually  agreed to restrict  its ability to
convert or exercise  its  warrants  and receive  shares of our common stock such
that the  number of shares of  common  stock  held by them and their  affiliates
after such  conversion  or exercise  does not exceed 4.9% of the then issued and
outstanding shares of common stock.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

Not applicable.

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

On August 5, 2004, we held our annual meeting of shareholders  pursuant to which
the  shareholders  approved  (i) an amendment to the  company's  Certificate  of
Incorporation  to increase the number of  authorized  shares from  75,000,000 to
250,000,000 as required by a Securities  Purchase Agreement we entered into with
an  accredited  investor  on  March  17,  2004,  for  the  sale of  $300,000  in
convertible debentures and warrants to buy 3,000,000 shares of our common stock;
(ii) the 2004 Employee Stock Incentive Plan and to authorize 5,000,000 shares of
Common Stock for  issuance  under the Plan;  (iii) the  selection of Jonathon P.
Reuben,  C.P.A.,  as our auditors for the fiscal year ending June 30, 2004;  and
(iv) the  election of a board of five  directors  to hold office  until the 2005
Annual  Meeting of  Shareholders  and until  their  successors  are  elected and
qualified.

ITEM 5.  OTHER INFORMATION

         Not applicable

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits

          31.1    Certification  by  Kathy  Bright,   Chief  Executive   Officer
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

          31.2    Certification  by  Scott  Edwards,   Chief  Financial  Officer
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

          32.1    Certification  by  Kathy  Bright,   Chief  Executive   Officer
                  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

          32.2    Certification  by  Scott  Edwards,  Chief  Financial  Officer,
                  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


         (b) Reports

                  None.


                                       20
<PAGE>

                                   SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                                         RADIX MARINE, INC.


                                         By: /s/ Kathy Bright
                                             --------------------------------
                                             Chief Executive Officer


Dated: November 22, 2004


                                       21