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: March 31, 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
                     (Address of principal executive office)
                                   (Zip code)

                                (360)  692-6446
                 Issuer's telephone number, including area code
                -------------------------------------------------

      Indicate  by check  mark  whether  the  issuer  (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
issuer was  required  to file such  reports),  and (2) has been  subject to such
filing requirements for the past 90 days.

                         Yes    X             No
                               ---                ---

      As of May 13, 2004, there were issued and outstanding 60,734,257 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 March 31, 2004                      2

         Consolidated Statements of Operations for the nine and
            three months ending March 31, 2004 and 2003                       3

         Consolidated Statements of Cash Flows for the nine months
            ending March 31, 2004 and 2003                                    4

         Notes to financial statements                                     6-10

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                 13

Item 3.   Controls and Procedures                                            15

PART II.  OTHER INFORMATION                                                  16

SIGNATURES                                                                   18

<PAGE>

RADIX MARINE, INC.
(FORMERLY MODERN MFG SERVICES, INC.)
(A DEVELOPMENT STAGE CORPORATION)
CONSOLIDATED BALANCE SHEET
--------------------------------------------------------------------------------
                                                                     MARCH 31,
                                                                        2004
                                                                    -----------
                                                                    (UNAUDITED)
ASSETS
      CURRENT ASSETS
    Cash                                                            $   151,072
    Accounts receivable                                                  46,470
    Escrow deposit                                                       20,000
                                                                    -----------
      TOTAL CURRENT ASSETS                                              217,542
                                                                    -----------

  PROPERTY & EQUIPMENT
    Office equipment                                                      5,052
    Less accumulated depreciation                                          (933)
                                                                    -----------
                                                                          4,119
                                                                    -----------

  OTHER ASSETS
    Intangible assets not subject to amortization
      Goodwill                                                          550,704
    Intangible assets subject to amortization
      Other (net of accumulated amortization of $150,771)               351,799
                                                                    -----------
                                                                        902,503
                                                                    -----------
      TOTAL ASSETS                                                  $ 1,124,164
                                                                    ===========

LIABILITIES AND STOCKHOLDERS' (DEFICIT)
  CURRENT LIABILITIES
    Accounts payable                                                $   106,203
    Accrued expenses                                                     10,275
    Payable to related parties                                          682,065
    Payable to others                                                   109,148
    Current portion of convertible debenture                            143,316
                                                                    -----------
      TOTAL CURRENT LIABILITIES                                       1,051,007
                                                                    -----------

  LONG-TERM LIABILITY
    Long-term convertible debenture                                     156,684
                                                                    -----------

      TOTAL LIABILITIES                                               1,207,691

  STOCKHOLDERS' (DEFICIT)
    Common stock,  $.001 par value; authorized
      100,000,000 shares; issued and outstanding
      59,571,655 shares as of March 31, 2004                             59,572
    Additional paid-in capital                                        4,342,160
    Deficit accumulated during the development stage                 (4,485,259)
                                                                    -----------
      TOTAL STOCKHOLDERS' (DEFICIT)                                     (83,527)
                                                                    -----------

      TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)$                  1,124,164
                                                                    ===========

                            See accompanying notes.

                                        2
<PAGE>

RADIX MARINE, INC.
(FORMERLY MODERN MFG SERVICES, INC.)
(A DEVELOPMENT STAGE CORPORATION)
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        DEFICIT
                                                                                                                      ACCUMULATED
                                                            NINE-MONTHS ENDED             THREE-MONTHS ENDED           DURING THE
                                                                MARCH 31,                      MARCH 31,              DEVELOPMENT
                                                          2004            2003            2004            2003           STAGE
                                                      ------------    ------------    ------------    ------------    ------------
                                                       (UNAUDITED)     (UNAUDITED)     (UNAUDITED)     (UNAUDITED)     (UNAUDITED)
<S>                                                   <C>             <C>             <C>             <C>             <C>
REVENUES
   Contract revenue                                   $     81,543    $         --    $     10,903    $         --    $    360,888
   Sale of vessel                                           29,614              --          29,614              --          29,614
                                                      ------------    ------------    ------------    ------------    ------------
   TOTAL REVENUES                                          111,157              --          40,517              --         390,502

COST OF SALES                                               28,113              --          28,113              --          28,113
                                                      ------------    ------------    ------------    ------------    ------------

   GROSS PROFIT                                             83,044              --          12,404              --         362,389

EXPENSES
   General and administrative expenses                   1,613,721         978,201         188,915         104,463       3,309,752
   Research & development                                   82,443              --          27,626              --         408,722
   Loss on abandonment of website development                   --              --              --              --         460,515
   Loss on impairment of goodwill                               --              --              --              --         750,000
                                                      ------------    ------------    ------------    ------------    ------------

                                                         1,696,164         978,201         216,541         104,463       4,928,989
                                                      ------------    ------------    ------------    ------------    ------------
OTHER INCOME (EXPENSES)
   Loss on repossession of marine vessel held under
   capital lease
        and repossession of assets                                              --              --              --         (40,246)
   Loss on stock issuance in exchange for debt            (269,200)             --           6,251              --        (269,200)
   Gain on extinguishment of debt                                               --              --              --         504,117
   Interest income                                               4              --               4              --              46
   Interest expense                                        (10,251)             --            (528)             --        (113,376)
                                                      ------------    ------------    ------------    ------------    ------------

                                                          (279,447)             --           5,727              --          81,341
                                                      ------------    ------------    ------------    ------------    ------------

    NET LOSS                                          $ (1,892,567)   $   (978,201)   $   (198,410)   $   (104,463)   $ (4,485,259)
                                                      ============    ============    ============    ============    ============

    BASIC LOSS PER SHARE                              $      (0.04)   $      (0.05)   $ *             $      (0.01)
                                                      ============    ============    ============    ============

    WEIGHTED AVERAGE COMMON
        SHARES OUTSTANDING                              45,394,496      18,165,086      58,010,640      15,854,833
                                                      ============    ============    ============    ============
</TABLE>

    *  Less than $(.01) loss per share

                            See accompanying notes.

                                       3
<PAGE>

RADIX MARINE, INC.
(FORMERLY MODERN MFG SERVICES, INC.)
(A DEVELOPMENT STAGE CORPORATION)
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                                                                                        DEFICIT
                                                                                                      ACCUMULATED
                                                                            NINE-MONTHS ENDED          DURING THE
                                                                                MARCH 31,             DEVELOPMENT
                                                                           2004           2003           STAGE
                                                                        -----------    -----------    -----------
                                                                        (UNAUDITED)    (UNAUDITED)    (UNAUDITED)
<S>                                                                     <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                              $(1,892,567)   $  (978,201)   $(4,485,259)
  Adjustments to reconcile net loss to net cash
    used by operating activities:
       Common stock issued for services                                   1,242,220        392,130      1,771,652
       Abandonment of website development                                        --             --        422,108
       Loss on stock exchanged for debt                                     269,200             --       (234,917)
       Loss on disposal and repossession of assets                               --             --         13,091
       Loss on impairment of goodwill                                            --             --        750,000
       Depreciation expense                                                     758             --         36,653
       Amortization expense                                                  75,386             --        150,772
       (Increase) decrease in assets
         (Increase) decrease in accounts receivables                         20,287             --        (46,470)
         Decrease in escrow deposits                                         30,000             --         30,000
         (Increase) in deposits and other assets                                 --           (705)            --
         (Increase) in capitalized software development costs                    --             --       (152,597)
         (Increase) in prepaid expenses                                      (3,498)            --             --
       Increase (Decrease) in Liabilities
         Increase (decrease) in accounts payable and accrued
         expenses                                                          (151,611)       253,996        665,802
         Increase in bank overdraft                                              --         27,964             --
         Increase in due to related parties                                      --        131,142             --
         Increase in accrued compensation due officers                           --             --        306,259
         Increase in accrued interest                                         1,002             --         15,893
         Increase in indebtedness                                                --             --             --
                                                                        -----------    -----------    -----------

       NET CASH USED IN OPERATING ACTIVITIES                               (408,823)      (173,674)      (757,013)
                                                                        -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
         Property and equipment purchases                                        --             --         (5,280)
         Cash used in the acquisition of Integrated Maritime Platforms
              International, Inc.                                                --             --       (127,000)
         Proceeds on loan receivable                                             --             --         54,840
         Advances of loan receivable                                             --             --        (31,075)
                                                                        -----------    -----------    -----------

       NET CASH USED IN INVESTING ACTIVITIES                                     --             --       (108,515)
                                                                        -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds  from private offerings                                               --        162,525        162,525
  Amounts received from loans payable                                        48,500          7,688        155,500
  Amounts received from long-term debt                                           --             --        180,623
  Proceeds from issuance of convertible debt                                 90,000             --         90,000
  Amounts received from notes payables                                           --             --          2,500
  Amounts received from payables to others                                       --             --        112,550
  Amounts received from convertible debenture                               250,000             --        250,000
  Cash received in the reverse acquisition with MPEG Super Site, Inc.            --             --          1,641
  Amounts received from related parties                                     301,445             --        545,330
  Repayments to related party                                              (130,195)            --       (239,269)
  Repayments of long-term debt                                                   --             --       (238,900)
  Repayments of payable to others                                                --             --         (5,900)
                                                                        -----------    -----------    -----------


       NET CASH PROVIDED BY FINANCING ACTIVITIES                            559,750        170,213      1,016,600
                                                                        -----------    -----------    -----------

       NET INCREASE (DECREASE) IN CASH AND CASH
         EQUIVALENTS                                                        150,927         (3,461)       151,072

       CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                          145          3,461             --
                                                                        -----------    -----------    -----------

       CASH AND CASH EQUIVALENTS - END OF PERIOD                        $   151,072    $        --    $   151,072
                                                                        ===========    ===========    ===========
</TABLE>
                            See accompanying notes.

                                        4
<PAGE>

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

                               NINE-MONTHS ENDED
                                    MARCH 31,
                                2004          2003
                            -----------   -----------
                            (UNAUDITED)   (UNAUDITED)

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

CASH PAID FOR:

         Interest Expense   $     5,187   $        --
                            ===========   ===========
         Income Taxes
                            $        --   $        --
                            ===========   ===========


NON-CASH FINANCING AND INVESTING INFORMATION:

      In January  of 2003,  shareholders  of the  Company  cancelled  $43,750 of
      indebtedness  due them in  exchange  for 197,500  shares of the  Company's
      common stock.

      For the  nine-months  ended March 31, 2004, the Company  issued  5,526,497
      shares of its common stock in exchange for the cancellation of $510,142 of
      indebtedness.

      For the  nine-months  ended  March 31,  2004,  the  holders of $303,724 in
      convertible  notes elected to convert the amounts due them and in exchange
      received 9,840,617 shares of the Company's common stock.

                            See accompanying notes.

                                       5
<PAGE>


RADIX MARINE, INC.
(FORMERLY MODERN MFG SERVICES, INC.)
(A DEVELOPMENT STAGE COMPANY)
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.

      The Company is in the  development  stage as defined in FASB  Statement 7.
      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,  2003,
      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 March 31,  2004,  and the  results of its
      operations and cash flows for the three-month and nine-month periods ended
      March  31,  2003 and 2004.  The  operating  results  of the  Company  on a
      quarterly or semi-annual  basis may not be indicative of operating results
      for the full year.

                                       6
<PAGE>

      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.

      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  generates  its revenue from a  government  contract on a cost
      plus fixed fee  basis.  The  Company  recognizes  revenues  at the time it
      invoices the government.

      The Company also generates revenues from the sale of marine craft vessels.
      The  Company  recognizes  revenues  when the  product  is  shipped  to the
      customer.

      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  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.  As of March 31,
      2004, the Company did not establish any reserve for doubtful accounts.

      DEPRECIATION

      The cost of property  and  equipment  is  depreciated  over the  estimated
      useful lives of the related  assets.  The  Company's  office  equipment is
      being depreciated on the straight-line method for both financial reporting
      and  income  tax  reporting  purposes.  Depreciation  expense  charged  to
      operations for the three-months ended March 31, 2003, and 2004 were $0 and
      $253  respectively.  Depreciation  expense  charged to operations  for the
      nine-months ended March 31, 2003, and 2004 were $0 and $758, 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

                                       7
<PAGE>

      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 the  provisions of Statement of Financial  Accounting
      Standards  ("SFAS") No. 128, "Earnings Per Share" ("EPS") that established
      standards for the computation, presentation and disclosure of earnings per
      share,  replacing the  presentation  of Primary EPS with a presentation of
      Basic EPS.

      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.  The amount on deposit in one of the  institutions  exceeded
      the $100,000 federally insured limit at March 31, 2004.

      RESEARCH AND DEVELOPMENT

      The Company expenses research and development costs as incurred.

      USE OF ESTIMATES

      The  preparation  of financial  statements  in conformity  with  generally
      accepted accountings  principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      disclosure  of  contingent  assets  and  liabilities  at the  date  of the
      financial  statements  and the  reported  amounts of 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.

                                       8
<PAGE>

      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 March 31, 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 March 31, 2003 have been  reclassified to conform with
      the March 31, 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  and
      nine-months ended March 31, 2004, the Company's pension expense was $0.

NOTE 3 - INTANGIBLE ASSETS

      As  of  March  31,  2004  the  Company  has  intangibles  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 March 31, 2003 and 2004
      were  $25,129  and  $25,129,  respectively.  Amortization  expense for the
      nine-months   ended  March  31,  2003  and  2004  were  $0  and   $75,386,
      respectively.

      Estimated  amortization  expense  for  each of the next  five  years is as
      follows:

                         2004        $100,514
                         2005         100,514
                         2006         100,514
                         2007          50,257
                         2008              --
                         Total       $351,799
                                     ========

                                       9
<PAGE>

      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 nine-months  ended March
      31, 2004, no impairment loss was recognized by the Company.

NOTE 4 - RELATED PARTY TRANSACTIONS

      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.

      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 nine-months  ended March 31, 2004 totaling  $73,421
      and the Company paid $39,635 towards this  obligation.  The balance due at
      March 31, 2004 was $432,535.

      In addition,  the Company at March 31, 2004 owes other  related  parties a
      total of $249,530,  which is  unsecured,  non-interest  bearing and due on
      demand.

      During the nine-months  ended March 31, 2004 the Company issued  3,617,189
      shares  of its  common  stock  in the  exchange  for the  cancellation  of
      $168,900 of indebtedness to related parties.

NOTE 5 - PAYABLE TO OTHERS

      In the reverse  acquisition of MPEG on August 6, 2001, the Company assumed
      $259,148 of  indebtedness  due to a third party.  This loan is  unsecured,
      non-interest  bearing,  and is due on  demand.  As of March  31,  2004 the
      balance is $109,148.

NOTE 6 - CONVERTIBLE DEBENTURE

      CONVERTIBLE DEBENTURE

      In March of 2004, the Company entered into a securities purchase agreement
      and issued a convertible debenture and convertible warrants. The amount of
      the  convertible  debenture  is $300,000  and is  assessed  interest at an

                                       10
<PAGE>

      annual rate of 7 3/4%.  The due date of the debenture  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.

      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 80% 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.

      In the  event  that  the  Company's  registration  statement  has not been
      declared  effective  the  holder  may  demand  repayment  of  150%  of the
      principal  amount of the  debenture  together  with 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.

      WARRANTS

      The Company has granted the holder 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 of 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 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  debenture  or  warrant  for  which  such
      conversion  or exercise was not timely  honored  with  interest at 15% per
      annum.

                                       11
<PAGE>

      The following is a summary of the convertible debenture at March 31, 2004:

                       Convertible debenture         $ 300,000
                       Less current maturity          (143,316)
                                                     ---------
                                                     $ 156,684
                                                     =========

      A schedule of  maturities  of the  convertible  debenture  for each of the
      following five years is as follows:

                       March 31, 2005                $143,316
                       March 31, 2006                 143,160
                       March 31, 2007                  13,524
                                                     --------
                                                     $300,000
                                                     ========

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 March 31, 2004, the Company has
      unused operating loss carryforwards, which may provide future tax benefits
      in the amount of  approximately  $1,890,000  which expire in various years
      through 2023.

NOTE 8 - ISSUANCES INVOLVING NON-CASH CONSIDERATION

      During the nine-months  ended March 31, 2004 the Company issued  5,526,497
      shares of its common stock in exchange for the cancellation of $510,143 of
      indebtedness.  The  5,526,497  shares were valued at market on the date of
      issuance totaling $689,349 The difference  between the value of the shares
      issued  ($779,343)  and the  amount of the debt  cancelled  ($510,143)  of
      $269,200 has been charged to operations.

NOTE 9 - SUBSEQUENT EVENTS

      In April  2004,  the Company  issued  441,412  shares of its common  stock
      related to the convertible  debenture for $2,500.  Also in April 2004, the
      holder of the convertible  debenture  exercise warrants to purchase 25,000
      shares of the Company's common stock for $25,000.

      In April 2004, the Company filed an SB2 registration statement relating to
      the resale of up to 15,000,000  shares of the  Company's  common stock for
      the  holder  of  the  Company's  convertible  debenture,  including  up to
      12,000,000 shares of common stock underlying convertible debentures and up
      to 3,000,000 issuable upon the exercise of common stock purchase warrants.

                                       12
<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 RESULTS OF OPERATIONS

For the three-months ended March 31, 2003 and 2004

During the three month period ended March 31, 2003,  the Company had general and
administrative  expenses totaling  $104,463,  which consisted of consulting fees
that totaled $104,463. Of this amount,  $40,000 was paid through the issuance of
160,000 shares of the Company's common stock. Of the remaining $64,463,  $11,581
was incurred for professional  fees, and the remaining relating to miscellaneous
services.

During the  three-month  period ended March 31, 2004, the Company had revenue of
$10,903  from its  contract  with the U.S.  Navy and $29,614  from the sale of a
vessel,  which cost $28,113 to construct.  During the  three-month  period,  the
Company  had  general  and  administrative  expenses  totaling  $188,915,  which
consisted  primarily  of vessel  lease  expense of $30,416,  payroll of $33,297,
consulting expense of $63,760, and contract amortization expense of $25,129.

For the nine-months ended March 31, 2003 and 2004

During the nine month period  ended March 31, 2003,  the Company had general and
administrative   expenses  totaling  $978,201,   which  consisted  primarily  of
consulting fees that totaled  $248,279.  Of this amount,  $234,880 was paid thru
the issuance of 836,000 shares of the Company's  common stock.  Of the remaining
$729,922,  $118,142 was incurred for accrued  compensation  due management,  and
$38,146 relating to professional fees.

During the  nine-month  period ended March 31, 2004,  the Company had revenue of
$81,543  from its  contract  with the U.S.  Navy and revenue of $29,614 from the
sale of a vessel.  It incurred  general  and  administrative  expenses  totaling
$1,613,721, which consisted primarily of consulting fees of $815,254, legal fees
OF  $415,243,  payroll of $82,125,  vessel  lease costs of $106,546 and contract
amortization expense of $75,386.

As indicated  above,  substantially  all services  rendered in  connection  with
consulting  and legal were paid through the issuance of shares of the  Company's
common  stock.  Total  common  shares  issued  for  legal  services  during  the
nine-month period totaled 4,500,000.

                                       13
<PAGE>

During the nine-months  ended March 31, 2004, the Company also incurred  $82,443
in research and  development  costs,  interest  expense of $10,251 and a loss on
stock issuance in exchange for debt totaling $269,200.

Liquidity and Capital Resources

Cash and cash  equivalents as of March 31, 2003, were decreased by $3,461.  Cash
received  during  this  nine  month  period  included  $52,713  from the sale of
1,645,500  shares of the Company's common stock, and $20,000 from an investor in
exchange for a convertible note.

Cash and cash equivalents as of March 31, 2004, was increased by $150,927.  Cash
from  non-operating  sources  received during this  nine-month  period came from
loans  amounting to $349,945.  Included in this amount was $301,445 from related
parties.  Repayments  to related  parties  during  the  nine-month  period  were
$130,195. Also received was $250,000 from the convertible debenture.  During the
nine-months ended March 31, 2004, the Company used $408,823 in its operations.

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.

La Jolla Cove Investors provided us with an aggregate of $300,000 as follows:

      o     $250,000 was disbursed to the Company on March 18, 2004; and
      o     $50,000 was retained for services provided to the Company by various
            professionals,   which  was  disbursed  upon  effectiveness  of  the
            registration statement;

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
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.

                                       14
<PAGE>

La Jolla Cove  Investors  has  contractually  committed to convert not less than
5.0% of the original  face value of the  debenture  monthly  beginning the month
after the effective date of the Registration  Statement. La Jolla Cove Investors
is required to exercise warrants  concurrently with the exercise of a conversion
notice  under the  debenture  and is  committed  to  exercise at least 5% of the
warrants per month after the effective date of the  Registration  Statement.  In
the event  that La Jolla  Investors  breaches  the  minimum  restriction  on the
debenture and warrant,  La Jolla will not be entitled to collect interest on the
debenture for that month.  If La Jolla Cove submits a conversion  notice and the
volume  weighted  average  price is less  then $.05 per  share,  then we will be
entitled to prepay the portion of the debenture that is being  converted at 150%
of such amount. If we elect to prepay, then La Jolla may withdraw its conversion
notice.

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

In the event that the  registration  statement is not declared  effective by the
required deadline, La Jolla may demand repayment of the Debenture of 125% of the
face amount outstanding,  plus all accrued and unpaid interest,  in cash. If the
repayment  is  accelerated,  we are also  obligated  to issue to La Jolla 50,000
shares of common stock for each 30 day period, or portion thereof,  during which
the face amount,  including  interest thereon,  remains unpaid. If La Jolla does
not elect to accelerate the debenture,  we are required to immediately  issue to
La Jolla  50,000  shares of  common  stock for each 30 day  period,  or  portion
thereof,  during  which the face amount,  including  interest  thereon,  remains
unpaid.

ITEM 3. CONTROLS AND PROCEDURES

As of March 31, 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  March  31,  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 March 31, 2004.

                                       15
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Not applicable.

ITEM 2. CHANGES IN 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.

The investors provided us with an aggregate of $300,000 as follows:

      o     $250,000 was disbursed to us on March 18, 2004; and

      o     $50,000 was been  retained for  services  provided to our company by
            various professionals, which was disbursed upon effectiveness of our
            registration statement;

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
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 May 6, 2004,  the Company filed a  preliminary  proxy  statement  pursuant to
Section 14A under the  Securities  Exchange Act of 1934 in  connection  with its
annual meeting. As of the date hereof, the date of the meeting has not been set.
The items on the agenda will be as follows:

                                       16
<PAGE>

o     to elect a board of five directors;

o     to approve an amendment to our Articles of  Incorporation  to increase the
      number of our  authorized  shares of common stock from  75,000,000  common
      stock to 250,000,000;

o     to adopt the 2004 Stock Incentive Plan;

o     to ratify the selection of Jonathon P. Reuben, C.P.A., as our auditors for
      the fiscal year ending June 30, 2004; and

o     to transact such other business as may properly come before the meeting or
      any adjournments thereof.

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.

                                       17
<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: May 17, 2004

                                       18