UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-QSB<R>/A</R>

(Mark One)

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

For the quarterly period ended  March 28, 2004

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________ to __________

Commission file number  333-109990

|MELT INC.                                                        
|-----------------------------------------------------------------
|(Exact name of small business issuer as specified in its charter)

|Nevada                                                         |  | 47-0925451                       
|-------------------------------------------------------------- |  | ---------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)

|14 John Dykes Avenue, Vaucluse, NSW Australia 2030
|--------------------------------------------------
|(Address of principal executive offices)          

|011-61-421-348-610         
|---------------------------
|(Issuer's telephone number)

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

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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

Check whether the issuer has 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

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:  18,730,000 common shares issued and outstanding as of May 6, 2004

Transitional Small Business Disclosure Format (Check one):     Yes [ ]     No [X]

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.









MELT INC. AND SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS

March 28, 2004 and December 31, 2003





F-1

MELT INC. AND SUBSIDIARY

ASSETS



|                     | March 28,2004   | December 31,2003
|-------------------- | --------------- | ----------------
|                     | (Unaudited)     |                 
|                     |                 |                 
|CURRENT ASSETS       |                 |                 
|                     |                 |                 
|Cash                 | $       372,703 | $       190,402 
|Inventory            | 17,000          | 21,000          
|Prepaid expenses     | 4,079           | 7,942           
|                     |                 |                 
|Total Current Assets | 393,782         | 19,344          
|                     |                 |                 
|FIXED ASSETS, NET    | 217,856         | 224,672         
|                     |                 |                 
|OTHER ASSETS         |                 |                 
|                     |                 |                 
|Trade Mark, Net      | 1,553           | 1,640           
|Deposits             | 55,438          | 28,269          
|                     |                 |                 
|Total Other Assets   | 56,991          | 29,909          
|                     |                 |                 
|TOTAL ASSETS         | 668,629         | $     473,925   



LIABILITIES AND STOCKHOLDERS' EQUITY



|CURRENT LIABILITIES                                                                                    |                |             
|------------------------------------------------------------------------------------------------------ | -------------- | ------------
|                                                                                                       |                |             
|Accounts payable                                                                                       | $      104,398 | $    111,543
|Accrued expenses                                                                                       | 13,500         | 2,895       
|Accounts payable - related party                                                                       | 12,500         | 10,000      
|Accrued interest - related parties                                                                     | 5,906          | 2,406       
|Stock subscriptions payable (Note 2)                                                                   | 225,000        | -           
|Notes payable - related parties                                                                        | 200,000        | 162,719     
|                                                                                                       |                |             
|Total Current Liabilities                                                                              | 561,304        | 289,563     
|                                                                                                       |                |             
|Total Liabilities                                                                                      | 561,304        | 289,563     
|                                                                                                       |                |             
|STOCKHOLDERS' EQUITY                                                                                   |                |             
|                                                                                                       |                |             
|Common stock: $0.001 par value 100,000,000 shares authorized; 18,730,000 shares issued and outstanding | 18,730         | 18,730      
|Additional paid -in capital                                                                            | 292,820        | 292,820     
|Accumulated deficit                                                                                    | (204,225)      | (127,188)   
|                                                                                                       |                |             
|Total Stockholders' Equity                                                                             | 107,325        | 184,362     
|                                                                                                       |                |             
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                             | 668,629        | $   473,925 

The accompanying notes are an integral part of these consolidated financial statements.
F-2

MELT INC. AND SUBSIDIARYConsolidated Statement of Operations
(Unaudited)



|                                              | For the Thirteen
Weeks EndedMarch 28, 2004
|--------------------------------------------- | ------------------------------------------
|                                              |                                           
|REVENUE                                       | $         54,967                          
|                                              |                                           
|COST OF SALES                                 | <R>12,367</R>                             
|RELATED OCCUPANCY COSTS                       | <R>15,401<R>                              
|STORE OPERATING EXPENSES                      | 23,555                                    
|DEPRECIATION AND AMORTIZATION                 | 8,512                                     
|GENERAL AND ADMINISTRATIVE                    | <R>          68,962</R>                   
|LOSS FROM OPERATIONS                          | (73,830)                                  
|                                              |                                           
|OTHER INCOME (EXPENSES)                       |                                           
|                                              |                                           
|Interest income                               | 293                                       
|Interest expense                              | (3,500)                                   
|                                              |                                           
|Total Other Income (Expenses)                 | (3,207)                                   
|                                              |                                           
|LOSS BEFORE INCOME TAXES                      | (77,037)                                  
|                                              |                                           
|INCOME TAX EXPENSE                            | -                                         
|                                              |                                           
|NET LOSS                                      | $     (77,037)                            
|                                              |                                           
|BASIC LOSS PER SHARE                          | $       (0.00)                            
|                                              |                                           
|WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 18,730,000                                

The thirteen weeks ended March 28, 2003 is not presented because the inception of the Company was July 18, 2003.

The accompanying notes are an integral part of these consolidated financial statements.
F-3

MELT INC. AND SUBSIDIARYConsolidated Statement of Stockholder's Equity



|                                                                 | Common Stock | Additional
Paid-inCapital | AccumulatedDeficit
|---------------------------------------------------------------- | ------------ | ------------------------- | ------------------
|Shares                                                           | Amount      
|                                                                 |              |                           |                   
|July 18, 2003 (Date of inception)                                | -            | $        -                | $       -         
|                                                                 |              |                           |                   
|Common stock for cash at 
$0.0165 per share                      | 18,700,000   | 18,700                    | 289,850           
|                                                                 |              |                           |                   
|Common stock for cash at
$0.10 per share                         | 30,000       | 30                        | 2,970             
|                                                                 |              |                           |                   
|Net loss for the period from July 18, 2003 to December 31, 2003  | -            | -                         | -                 
|                                                                 |              |                           |                   
|Balance, December 31, 2003                                       | 18,730,000   | 18,730                    | 292,820           
|                                                                 |              |                           |                   
|Net loss for the Thirteen Weeks ended March 28, 2004 (unaudited) | -            | -                         | -                 
|                                                                 |              |                           |                   
|Balance, March 28, 2004
(unaudited)                              | 18,730,000   | $    18,730               | $ 292,820         

The accompanying notes are an integral part of these consolidated financial statements.
F-4

MELT INC. AND SUBSIDIARYConsolidated Statement of Cash Flows
(Unaudited)



|                                               | For the Thirteen
Weeks EndedMarch 28, 2004
|---------------------------------------------- | ------------------------------------------
|                                               |                                           
|CASH FLOWS FROM OPERATING ACTIVITIES           |                                           
|                                               |                                           
|Net loss                                       | $      (77,037)                           
|Adjustments to reconcile net loss to net cash  |                                           
|Used by operating activities:                  |                                           
|Amortization expense                           | 87                                        
|Depreciation expense                           | 8,425                                     
|Changes in operating assets and liabilities:   |                                           
|Decrease in supplies and inventory             | 4,000                                     
|Decrease in prepaid expenses                   | 3,863                                     
|(Increase) in deposits                         | (27,169)                                  
|Increase in accrued interest - related parties | 3,500                                     
|Increase in accrued expenses                   | 13,105                                    
|Decrease in accounts payable                   | (7,143)                                   
|                                               |                                           
|Net Cash Used by Operating Activities          | (78,369)                                  
|                                               |                                           
|CASH FLOWS FROM INVESTING ACTIVITIES           |                                           
|                                               |                                           
|Purchase of fixed assets                       | (1,611)                                   
|                                               |                                           
|Net Cash Used by Investing Activities          | (1,611)                                   
|                                               |                                           
|CASH FLOWS FROM FINANCING ACTIVITIES           |                                           
|                                               |                                           
|Proceeds from notes payable - related parties  | 37,281                                    
|Proceeds from stock subscriptions payable      | 225,000                                   
|                                               |                                           
|Net Cash Provided by Financing Activities      | 262,281                                   
|                                               |                                           
|NET INCREASE IN CASH                           | 182,301                                   
|                                               |                                           
|CASH AT BEGINNING OF YEAR                      | 190,402                                   
|                                               |                                           
|CASH AT END OF PERIOD                          | $    372,703                              
|                                               |                                           
|CASH PAID DURING THE PERIOD FOR:               |                                           
|                                               |                                           
|Interest                                       | -                                         
|Income taxes                                   | -                                         

The thirteen weeks ended March 28, 2003 is not presented because the inception of the Company was July 18, 2003.

The accompanying notes are an integral part of these consolidated financial statements.
F-5

MELT INC. AND SUBSIDIARYNotes to the Consolidated Financial Statements
March 28, 2004 and December 31, 2003



NOTE 1 -	BASIS OF FINANCIAL STATEMENT PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial principles have been omitted in accordance with such rules and regulations. The information furnished in the interim consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim consolidated financial statements be read in conjunction with the Company's most recent audited financial statements and notes thereto included in its December 31, 2003 Annual Report on Form 10-KSB. Operating results for the period ended March 28, 2004 are not necessarily indicative of the results that may be expected for the year ending December 26, 2004. The Company has elected a 52-week reporting period with each quarter reporting 13 weeks of activity.



NOTE 2 -	STOCK SUBSCRIPTIONS PAYABLE

During the period ended March 28, 2004, the Company received $225,000 from three individuals as a prepayment on common stock to be issued. The Company will issue 450,000 shares at $0.50 per share.

F-6

7

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

FORWARD LOOKING STATEMENTS

This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our company's or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common shares" refer to the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our", and "Melt" mean Melt Inc. and our wholly owned subsidiary, unless otherwise indicated.

You should read the following discussion of our financial condition and results of operations together with the unaudited financial statements and the notes to unaudited financial statements included elsewhere in this filing prepared in accordance with accounting principles generally accepted in the United States. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those anticipated in these forward-looking statements.

RESULTS OF OPERATIONS

Thirteen Week Period Ending March 28, 2004

The period covered by our unaudited financial statements is for the 13 week period ended March 28, 2004 during which time we generated $54,967 in revenue and incurred a net loss of $77,037.

LIQUIDITY AND CAPITAL RESOURCES

As at March 28, 2004 we had $372,703 of cash on hand and a working capital deficiency of $167,522. As at March 28, 2004, our total assets were $668,629, which consisted primarily of cash and fixed assets.

As at March 28, 2004, our total current liabilities increased to $561,304 from $289,563 at December 31, 2003, primarily reflecting a increase in stock subscriptions payable.

Historically, we have financed our cash flow and operations from the sale of stock and advances from shareholders. Our total cash and cash equivalent position as at March 28, 2004 was $372,703.

8

For the three months ended March 28, 2004, net cash used in operating activities was ($78,369). Net cash provided by financing activity was $262,281 for the 13 week period ended March 28, 2004. This amount was primarily due to $225,000 in proceeds received from the issuance of our common stock.

We have no external sources of liquidity in the form of credit lines from banks. Based on our future operations described below, management believes that our available cash will not be sufficient to fund our working capital requirements through March 27, 2005 and therefore, we will have to raise financing through the sale of our equity securities or arrange an advance from shareholders of our company.

There are no assurances that we will be able to obtain further funds required for our continued operations. We are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to proceed with our expansion program and may not be able to meet our other obligations as they become due.

FUTURE OPERATIONS

Immediate Objectives

Our primary objective in the 52 week period ending March 27, 2005 will be to further develop and expand our retail store locations and increase sales in such locations as they open.

Retail Locations

Our business plan envisions opening ten retail locations during our first fifteen months of operation to December 31, 2004. Our first retail location is in the Westfield Shopping Centre in Palm Desert, California. This is a kiosk style location of approximately 170 square feet that opened on November 28, 2003. In addition to kiosks, we also plan to open traditional "in-line" retail stores. Of our first ten retail locations, we anticipate that five will be kiosks and five will be in-line stores. We are currently negotiating lease agreements for a further five retail locations, all of which will be in Southern California if we enter into definitive lease agreements.

Cash Requirements

Presently, our revenues are not significant enough to meet our operating and capital expenses. We have incurred operating losses since inception, and this is likely to continue into the year 2004. Management projects that we will require at least $1,800,000 to fund our proposed expansion program.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our consolidated financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our consolidated financial statements is critical to an understanding of our financials.

Going Concern

The consolidated audited financial statements included with this quarterly report have been prepared on the going concern basis which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business. Accordingly, the consolidated audited financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.

9

In order to continue as a going concern, we require additional financing. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to continue as a going concern, we would likely be unable to realize the carrying value of our assets reflected in the balances set out in the preparation of the consolidated financial statements.

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on the consolidated financial statements for the year ended December 31, 2003, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our consolidated financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon obtaining further financing, successful and sufficient market acceptance of our products, the continuing successful development of our "Melt" branded retail locations, and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

NEW ACCOUNTING PRONOUNCEMENTS

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure," which amends SFAS No. 123 to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 expands the disclosure requirements of SFAS No. 123 to require more prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The transition provisions of SFAS No. 148 are effective for fiscal years ended after December 15, 2002. The transition provisions do not currently have an impact on our company's financial position and results of operations as our company has no stock-based employee compensation. Our company will adopt the disclosure requirements of SFAS No. 148 if stock-based compensation is awarded to employees.

In June 2002, FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities". The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)". This Statement requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. Our company has adopted SFAS No. 146. The effect of adoption of this standard does not currently have an impact on our company's results of operations and financial position.

In December 2002, the FASB issued SFAS 148, "Accounting for Stock-Based Compensation-Transition and Disclosure", an amendment of FASB Statement No. 123, "Accounting for Stock-Based Compensation". This Statement provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of Statement 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The Company does not expect any effect on its financial position or results of operations from the adoption of this Statement.

In January 2003, the FASB issued Interpretation 46, "Consolidation of Variable Interest Entities, an interpretation of ARB No. 51". This Interpretation requires a company to consolidate the financial statements of a "Variable Interest Entity" ("VIE"), sometimes also known as a "special purpose entity", even if the entity does not hold a majority equity interest in the VIE. The Interpretation requires that if a business enterprise has a "controlling financial interest" in a VIE, the assets, liabilities, and results of the activities of the VIE should be included in consolidated financial statements with those of the business enterprise, even if it holds a minority equity position. This Interpretation was effective immediately for all VIE's created after January 31, 2003; for the first fiscal year or interim period beginning after June 15, 2003 for VIE's in which a company holds a variable interest that it acquired before February 1, 2003. The Company does not expect any effect on its financial position or results of operations from the adoption of this Interpretation.

10

In May 2003, the FASB issued SFAS 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity". This Statement establishes standards for how an issuer of debt or equity classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). Many of those instruments were previously classified as equity. This Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Company does not expect any effect on its financial position or results of operations from the adoption of this Statement.

RISK FACTORS

Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward looking statements". Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other "forward looking statements" involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements".

Our common shares are considered speculative during the development of our new business operations. Prospective investors should consider carefully the risk factors set out below.

RISKS RELATED TO OUR BUSINESS

We have had negative cash flows from operations, have not generated any material revenues from operations and if we are not able to obtain further financing we may not be able to increase the number of stores and our business operations may fail.

To date we have had negative cash flows from operations and we have been dependent on sales of our equity securities to meet our cash requirements. We incurred a loss of $77,037 for 13 week ended March 28, 2004. Since July 18, 2003, our date of incorporation, we had working capital deficit of $70,219. We do not expect positive cash flow from operations in the near term. We have estimated that we will require up to $1,500,000 in new capital to finance the opening of new retail stores and to carry out our business plan in the year ended December 26, 2004. However, there is no assurance that actual cash requirements will not exceed our estimates. In particular, additional capital may be required in the event that:

- we incur unexpected costs in the opening of our initial retail locations;
- we are unable to create a substantial market for our products; or
- we incur any significant unanticipated expenses.

The occurrence of any of the aforementioned events could adversely affect our ability to meet our business plans and achieve a profitable level of operations.

11

We will need to raise additional funds to increase the number of retail locations that we expect to open, and to be able to respond to unanticipated requirements or expenses. Obtaining additional financing would be subject to a number of factors, including investor acceptance of our retail gelato bar and our business model. The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders. Furthermore, there is no assurance that we will not incur debt in the future, that we will have sufficient funds to repay our future indebtedness or that we will not default on our future debts, jeopardizing our business viability. Finally, we may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to conduct business, which might result in the loss of some or all of your investment in our common stock. If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may be forced to discontinue our business or dramatically scale down our expansion plans.

We have only commenced our business operations in July, 2003 and opened our first retail store in November, 2003 and thus have a limited operating history. If we cannot successfully manage the risks normally faced by start-up companies, our business may fail.

We have a limited operating history. Our operating activities since our incorporation on July 18, 2003 consisted primarily of developing our business plan, establishing our subsidiary and opening our first retail location. Our prospects are subject to the risks and expenses encountered by start up companies, such as uncertainty regarding level of future revenue and inability to budget expenses and manage growth accordingly, uncertainty regarding acceptance of our products and retail operations and inability to access sources of financing when required and at rates favorable to us. Our limited operating history and the highly competitive nature of the retail confectionery industry make it difficult or impossible to predict future results of our operations. We may not establish a customer following that will make us profitable, which might result in the loss of some or all of your investment in our common stock.

The fact that we have not earned any material revenues since our incorporation raises substantial doubt about our ability to continue as a going concern or to establish and operate a successful business. If we are unable to establish and generate revenues our business will fail and you may lose some or all of your investment in our common stock.

We are an early stage company and have not generated any material revenues since our inception on July 18, 2003. We will, in all likelihood, continue to incur operating expenses without significant revenues until additional retail operations become fully operational and gain significant popularity with customers in southern California. Our primary source of funds has been the sale of our common stock. We cannot assure that we will be able to generate enough interest in potential consumers for our products. If we cannot attract a significant number of customers, we will not be able to generate any significant revenues or income. These circumstances raise substantial doubt about our ability to continue as a going concern as described in an explanatory paragraph to our independent auditors' report on the financial statements for the period ended December 31, 2003. If we are unable to establish and generate revenues our business will fail and you may lose some or all of your investment in our common stock.

All of our directors and officers are outside the United States, with the result that it may be difficult for investors to enforce within the United States any judgments obtained against us or any of our directors or officers.

All of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons' assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against us or our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Consequently, you may be effectively prevented from pursuing remedies under U.S. federal securities laws against them.

If we are unable to protect our trade name, our efforts to increase public recognition of our "Melt" brand may be impaired and we may be required to incur substantial costs to protect our trade name.

12

We currently have made an application for the trade name "MMelt" and "Melt-gelato italiano". However, these measures may not be adequate to prevent the unauthorized use of our trade names. We may be unable to prevent third parties from acquiring and using names that are similar to, infringe upon or otherwise decrease the value of our trademarks and other proprietary rights. We may need to bring legal claims to enforce or protect such intellectual property rights. Any litigation, whether successful or unsuccessful, could result in substantial costs and diversions of resources. Any claims, by or against us, could be time consuming and costly to defend or litigate, divert our attention and resources and result in the loss of goodwill associated with our trade names. An adverse outcome in litigation or similar proceedings could subject us to significant liabilities to third parties, require expenditure of significant resources to develop non-infringing products, require disputed rights to be licensed from others, or require us to cease the marketing or use of our products, any of which could have a material adverse effect on our business, operating results and financial condition.

The establishment and maintenance of brand identity of our "Melt" brand gelato products is critical to our future success. If we are unable to promote and maintain our "Melt" brand our business could fail.

Since we expect that substantially all of our revenues will be generated from purchases by the consumer of our gelato and related products at our retail outlets, market acceptance of our products is critical to our future success. Factors such as market positioning, retail locations, the availability and price of competing products (in particular, frozen deserts), and the introductions of new products will affect the market acceptance of our business.

We believe that establishing and maintaining brand identity of our products will increase the appeal of our products and retail locations to prospective customers. Consumer recognition and a preference of our "Melt" brand products over similar products offered by our competition will be critical to our future success. Promotion and enhancement of our gelato and related products will depend largely on our success in continuing to provide high quality products. In order to attract and retain customers and to promote and maintain our "Melt" brand in response to competitive pressures, we may increase our financial commitment to creating and maintaining a distinct brand loyalty among our customers. Currently, given the large number of factors and variables in achieving and maintaining consumer recognition and brand loyalty, we cannot anticipate or estimate how much we may be required to spend to establish such loyalty. If we are unable to provide high quality products, or otherwise fail to promote and maintain our "Melt" brand, incur excessive expenses in an attempt to improve, or promote and maintain our brand, we may not be able to successfully implement our business plan and achieve a profitable level of operations.

Due to the nature of our products, we will be subject to specific risks unique to the retail frozen desert industry.

Specialty retail food businesses such as ours are often affected by changes in consumer and competitive conditions, including changes in consumer tastes; national, regional, and local economic conditions and demographic trends; and the type, number, and location of competing businesses. Adverse publicity resulting from food quality, illness, injury, or other health concerns or operating issues stemming from one of our products may adversely affect our retail operations. We, as well as our competitors, are subject to the foregoing risks, the occurrence of any of which would impair or prevent our efforts to establish and expand our frozen desert operations. The occurrence of such risks may result in an investor losing some or all of their investment in our common stock.

Because we face intense competition, an investment in our company is highly speculative.

The retail confectionery industry is characterized by intense and substantial competition. We believe that our business will have to compete with large and established ice cream retailers such as Ben & Jerry's, Haagen-Dazs, Dreyer's, Baskin-Robbins, Dairy Queen and Stone Cold Creamery Company, as well as other small to medium sized ice cream and gelato business entities that provide similar products.

A number of our competitors are well established, substantially larger and have substantially greater market recognition, greater resources and broader distribution capabilities than we have. These existing and future competitors may be able to respond more quickly to new or changing opportunities, product and customer requirements than us and may be able to undertake more extensive promotional activities, offer more retail locations to customers and adopt more aggressive pricing policies than we do. Increased competition by these existing and future competitors could materially and adversely affect our ability to commence, maintain, or expand our operations.

13

Our operations are subject to governmental regulation associated with the food service industry, the operation and enforcement of which may restrict our ability to carry on our business.

We are in the perishable food industry. The development, manufacture and marketing of products sold by us will be subject to extensive regulation by various government agencies, including the U.S. Food and Drug Administration and the U.S. Federal Trade Commission, as well as various state and local agencies. These agencies regulate production processes, product attributes, packaging, labeling, advertising, storage and distribution. These agencies establish and enforce standards for safety, purity and labeling. In addition, other governmental agencies (including the U.S. Occupational Safety and Health Administration), establish and enforce health and safety standards and regulations in the workplace, including those in our retail locations. Our retail locations will be subject to inspection by federal, state, and local authorities. We will seek to comply at all times with all such laws and regulations. We will obtain and maintain all necessary permits and licenses relating to our operations, and will ensure that our facilities and practices comply with applicable governmental laws and regulations. Nevertheless, there is no guarantee that we will be able to comply with any future laws and regulations. Our failure to comply with applicable laws and regulations could subject us to civil remedies including fines, injunctions, recalls or seizures as well as potential criminal sanctions.

As a result of such regulations we may encounter a variety of difficulties or extensive costs, which could delay or preclude us from marketing our products or continuing or expanding our operations. We cannot predict if all necessary approvals will be granted or that if granted, any approval will be received on a timely basis. If approvals are not obtained or are delayed, this may also preclude us from marketing our products or continuing or expanding our operations.

Because we depend on two of our current employees, if we are required to replace them and we cannot hire and retain other qualified personnel, we might be forced to discontinue our operations.

Since our inception on July 18, 2003, our president, Chief Executive Officer, Secretary and director, Clive Barwin, and our Vice-President and director, Brandon Barwin, our key employees, have handled all of the responsibilities in the area of corporate administration, business development, research and operations. In addition, Mr. Clive Barwin has also provided us with capital raising services. The loss of the services of either of Clive Barwin or Brandon Barwin, or the inability to identify, hire, train and retain other qualified directors, executive officers or personnel in the future would have a material adverse affect on our business, financial condition and operating results. We do not maintain any life insurance policies on any of these directors, executives, or key personnel for our benefit.

14

Because our officers, directors and principal shareholders control a substantial portion of our common stock, investors will have little or no control over our management or other matters requiring shareholder approval.

Our officers and directors and their affiliate, in the aggregate, beneficially own29.4%of issued and outstanding shares of our common stock. As a result, they have the ability to exert significant influence over matters affecting minority shareholders, including the election of our directors, the acquisition or disposition of our assets, and the future issuance of our shares. Because our officers, directors and one of our principal shareholders (specifically Glynis Sive, the wife of Clive Barwin) can exercise such influence over our company, investors may not be able to replace our management if they disagree with the way our business is being run. Because control by these insiders could result in management making decisions that are in the best interest of those insiders and not in the best interest of the investors, you may lose some or all of the value of your investment in our common stock.

Because we might not have sufficient insurance to cover any losses that may arise, we might have uninsured losses, increasing the possibility that you would lose your investment.

We may incur uninsured liabilities and losses as a result of the conduct of our business. We do currently maintain comprehensive liability and property insurance. However there can be no assurance that we have coverage sufficient to satisfy potential claims. We do not carry any business interruption insurance. Should uninsured losses occur, any purchasers of our common stock could lose their entire investment.

Because we can issue additional common shares, purchasers of our common stock may incur immediate dilution and may experience further dilution.

We are authorized to issue up to 100,000,000 common shares, of which 18,730,000 are issued and outstanding. Our board of directors has the authority to cause our company to issue additional shares of common stock or issue warrants or options to purchase shares of common stock without the consent of any of our shareholders. Consequently, our shareholders may experience more dilution in their ownership of our company in the future.

Item 3.  Controls and Procedures.

As required by Rule 13a-15 under the Exchange Act, as at March 28, 2004 (being the end of the period covered by this quarterly report on Form 10-QSB) we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company's management, including our company's president and chief executive officer. Based upon that evaluation, our company's president and chief executive officer concluded that our company's disclosure controls and procedures are effective as at the end of the period covered by this report. There have been no significant changes in our company's internal controls or in other factors, which could significantly affect internal controls subsequent to the date we carried out our evaluation.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our company's reports filed under the Exchange Act is accumulated and communicated to management, including our company's president and chief executive officer as appropriate, to allow timely decisions regarding required disclosure.

PART II  -  OTHER INFORMATION

Item 1.  Legal Proceedings.

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 5.  Other Information.

On April 5, 2004, our Board of Directors approved the change of our fiscal year end from December 31 to a 52-53 week fiscal year. The end of each quarterly period will be the last Sunday in the last month of each quarterly period, such that each quarterly period will be 13 weeks in length. In that regard, our first quarterly period will end on March 28, 2004 and our first quarterly report will be due for filing on May 12, 2004.

Item 6.  Exhibits and Reports on Form 8-K.

Exhibits required by Item 601 of Regulation S-B

|Exhibit Number | Description                                                                                                              
|-------------- | -------------------------------------------------------------------------------------------------------------------------
|(3)            | (i) Articles of Incorporation; and (ii) Bylaws                                                                           
|3.1            | Articles of Incorporation (incorporated by reference from our Form SB-2 Registration Statement, filed on October 2, 2003)

15

|3.2  | Bylaws (incorporated by reference from our Form SB-2 Registration Statement, filed on October 2, 2003)                                                                                                
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Material Contracts                                                                                                                                                                                    
|10.1 | Lease Agreement between Melt (California) Inc. and Westfield Corporation Inc., dated October 14, 2003 (incorporated by reference from our Form SB-2 Registration Statement, filed on October 2, 2003) 
|10.2 | Supply Agreement between Melt (California) Inc. and P.G.I. of Saugatuk, Inc., dated September 30, 2003 (incorporated by reference from our Form SB-2 Registration Statement, filed on October 2, 2003)
|(21) | Subsidiaries of the small business issuer                                                                                                                                                             
|     | Melt (California) Inc.                                                                                                                                                                                
|(31) | Rule 13a-14(a)/15d-14(a) Certifications                                                                                                                                                               
|31.1 | Certification.                                                                                                                                                                                        
|(32) | Section 1350 Certifications                                                                                                                                                                           
|32.1 | Certification.                                                                                                                                                                                        

Reports on Form 8-K

On February 11, 2004, on Item 4, reporting the dismissal of our certifying accountants, Farber & Hass, LLP, and the engagement of, HJ & Associates, LLC as our principal independent accountants.

SIGNATURES

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

MELT INC.

Date: May 12, 2004