`UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 10-QSB/A
            (Mark one)

/X/    QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
       OF 1934

       FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004

/ /    TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT

       FOR THE TRANSITION PERIOD FROM __________ TO __________

                        COMMISSION FILE NUMBER 000-50502

                             CONTINUUM GROUP A INC.
                             ----------------------
 (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS DECLARATION OF TRUST)

        NEVADA                                          20-0443537
-------------------------------                         ----------
    (State or Other                        (I.R.S. Employer Identification No.)
    Jurisdiction of
    Incorporation or
    Organization)

                               65 EAST 55TH STREET
                            NEW YORK, NEW YORK 10022
--------------------------------------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)


                                 (212) 451-2300
--------------------------------------------------------------------------------
                (ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)


----------------------------------------------------------------------------------
(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 / /
No /X/

             AS OF MAY 14, 2004, 1,799,339 SHARES WERE OUTSTANDING.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE): YES / /    NO /X/





                                                          CONTINUUM GROUP A INC.

                                                                   FORM 10-QSB/A

                                                                           INDEX
--------------------------------------------------------------------------------


                                                                               Page
                                                                               ----

PART I - FINANCIAL INFORMATION

ITEM 1 - CONDENSED FINANCIAL STATEMENTS

Condensed Balance Sheet as of March 31, 2004 (unaudited)                        3
Condensed Statement of Operations for the three months ended March 31, 2004
  (unaudited) and March 31, 2003  (unaudited) and cumulative from January 5,
  2000 (Inception) to March 31, 2004 (unaudited)                                4
Statement of Cash Flows for the three months ended March 31, 2004
  (unaudited) and March 31, 2003  (unaudited) and cumulative from January 5,
  2000 (Inception) to March 31, 2004 (unaudited)                                5

NOTES TO CONDENSED FINANCIAL STATEMENTS                                        6-8

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
      OF OPERATION                                                            9-10

ITEM 3 - CONTROLS AND PROCEDURES                                                10

PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS                                                      11

ITEM 2 - CHANGES IN SECURITIES AND SMALL BUSINESS ISSUER PURCHASES
    OF EQUITY SECURITIES                                                        11

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES                                        11

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                    11

ITEM 5 - OTHER INFORMATION                                                      11

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                       11

SIGNATURES                                                                      12

CERTIFICATIONS







                                                          CONTINUUM GROUP A INC.

                                                                   BALANCE SHEET

                                                                  March 31, 2004
                                                                     (Unaudited)
--------------------------------------------------------------------------------

                                     ASSETS


TOTAL ASSETS                                                    $     -
                                                                =======

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities:

     Accrued Expenses                                           $43,516
                                                                -------

Total Current Liabilities                                        43,516

Commitments and Contingencies

Stockholders' Deficiency

     Preferred Stock, par value $0.001; 5,000,000
     shares authorized, none issued and outstanding                  --

     Common Stock, par value $0.001; 45,000,000 shares
     authorized; 1,799,339 issued and outstanding
     at March 31, 2004                                            1,799

     Additional paid in capital                                  39,711

     Deficit accumulated during development stage               (85,026)
                                                                --------

Total Stockholders' Deficiency                                  (43,516)
                                                                --------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                      $0
                                                                ========

    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                       3





                                                          CONTINUUM GROUP A INC.
                                                   (A Development Stage Company)

                                               CONDENSED STATEMENT OF OPERATIONS

                                                                     (Unaudited)
--------------------------------------------------------------------------------

                                                                               Cumulative
                                                                             from January 5,
                                                                             2000 (Inception)
                                       For the three months ended March 31, through March 31,
                                            2004            2003                  2004
                                       ------------------------------------------------------

General and Administrative Expenses        $4,000          $5,000               $85,206
                                        ---------         -------               -------

Net Loss                                  ($4,000)        ($5,000)             ($85,206)
                                        =========         =======               =======


Net loss per share                          $0.00           $0.00
                                        =========         =======
Weighted shares outstanding             1,799,339         749,339
                                        =========         =======


    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                       4






                                                          CONTINUUM GROUP A INC.
                                                   (A Development Stage Company)
                                               CONDENSED STATEMENT OF CASH FLOWS

                                                                     (Unaudited)
--------------------------------------------------------------------------------

                                                                                   Cumulative
                                                                                 from January 5,
                                                                                 2000 (Inception)
                                           For the three months ended March 31, through March 31,
                                                2004            2003                   2004
                                           ------------------------------------------------------



CASH FLOWS FROM OPERATING ACTIVITIES

     Net Loss                                ($4,000)         ($5,000)              ($85,206)

     Adjustments to reconcile the net
     loss to net cash flows from
     operating activities:
     Stock based compensation                      -                -                $41,510
     Change in operating liabilities
     Increase in accrued expenses             $4,000           $5,000                $43,516
                                          ------------------------------------------------------

NET CASH FLOWS FROM OPERATING ACTIVITIES           -                -                      -
                                          ------------------------------------------------------

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

CASH FLOWS FROM FINANCING ACTIVITIES               -                -                      -
                                          ------------------------------------------------------

     NET INCREASE IN CASH                          -                -                      -

     CASH-BEGINNING OF PERIOD                      -                -                      -
                                          ------------------------------------------------------

     CASH-END OF PERIOD                       $    -           $    -                $     -
                                          ======================================================


    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                        5




                                                          CONTINUUM GROUP A INC.

                                                    NOTES TO FINANCIAL STATEMENT
--------------------------------------------------------------------------------


NOTE 1 - FORMATION, NATURE OF BUSINESS, AND MANAGEMENT PLANS

         FORMATION, NATURE OF BUSINESS AND MANAGEMENT'S PLANS
         Continuum Group A Inc. (the "Company") was formed on January 5, 2000 in
         Nevada  pursuant  to the  Reorganization  Plan under  Chapter 11 of the
         United   States   Bankruptcy   Code  of  The  Continuum   Group,   Inc.
         ("Continuum").  The  primary  provision  of the Plan  provided  for the
         formation  of the Company and the  issuance of (a)  9,000,000  (453,035
         post reverse split (see below)) shares of the Company's common stock to
         Hanover Capital  Corporation,  which funded Continuum's  reorganization
         plan;  (b) 500,000  (25,169 post reverse  split (see below))  shares to
         holders  of  Continuum's  allowed  unsecured  claims,  and (c)  400,000
         (20,135  post  reverse  split  (see  below))   shares  to   Continuum's
         pre-bankruptcy  stockholders.  The  accumulated  deficit  at  inception
         resulted  from the par value of these  shares  granted to  stockholders
         without any consideration.

         The Company is considered a "blank check"  company,  whose sole purpose
         is to locate  and  consummate  a merger or  acquisition  with a private
         entity.  Since  inception,  the Company has not engaged in any business
         operations  other  than  organizational  activities,  and  is  actively
         searching for acquisition  targets. As of May 14, 2004, the Company had
         not entered into any formal agreements.

         Since the Company has no operations other than to search for a suitable
         acquisition target, its only expenses are administrative.  As such, the
         Company  does  not  intend  to  seek  additional   financing  until  an
         acquisition is consummated.

         On December 14, 2000 the  Company's  Board of Directors  (the  "Board")
         approved an  amendment  to the charter to affect a  1-for-5.96  reverse
         stock  split of the  Company's  issued and  outstanding  common  stock.
         Accordingly,  in the accompanying financial statements all common share
         and per share  amounts  have been  retroactively  restated  to show the
         effect of the 1-for-5.96 reverse split.

NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         BASIS OF PRESENTATION
         The accompanying  unaudited condensed consolidated financial statements
         have  been  prepared  by the  Company  in  conformity  with  accounting
         principles  generally  accepted in the United States of America and the
         instructions  of Form  10-QSB.  It is  management's  opinion that these
         statements include all adjustments, consisting of only normal recurring
         adjustments  necessary  to make  the  financial  position,  results  of
         operations,  and cash flows not misleading as of March 31, 2004 and for
         all periods presented.

         Certain information and footnote  disclosures  normally included in the
         annual  financial  statements  prepared in accordance  with  accounting
         principles generally accepted in the United States of America have been
         condensed or omitted. It is suggested that these condensed consolidated
         financial  statements  be read in  conjunction  with  the  consolidated

                                       6




                                                          CONTINUUM GROUP A INC.

                                                    NOTES TO FINANCIAL STATEMENT
--------------------------------------------------------------------------------

         financial  statements and notes thereto as of December 31, 2002 and for
         each of the two years ended  December 31,  2002,  which are included in
         the Company's  Annual Report on Form 10-SB for the year ended  December
         31, 2002 filed with the Securities and Exchange Commission.

         USE OF ESTIMATES IN THE FINANCIAL STATEMENTS
         The  preparation of financial  statements in conformity with accounting
         principles  generally accepted in the United States of America requires
         the Company 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 income taxes using the liability method, which
         requires the determination of deferred tax assets and liabilities based
         on the  differences  between the  financial and tax bases of assets and
         liabilities  using  enacted  tax rates in effect  for the year in which
         differences  are expected to reverse.  Deferred tax assets are adjusted
         by a  valuation  allowance,  if,  based  on  the  weight  of  available
         evidence,  it is more likely than not that some portion of the deferred
         tax assets will not be realized.

         At March 31, 2004, the Company has net operating loss carry forwards of
         approximately  $75,000,  which expire through 2024. Pursuant to Section
         382 of the  Internal  Revenue  Code  regarding  substantial  changes in
         ownership,  utilization  of these losses may be limited.  Based on this
         and the fact that the Company has generated  operating  losses  through
         March 31, 2004,  the deferred  tax asset of  approximately  $30,000 has
         been offset by a valuation allowance of $30,000.

         STOCK BASED COMPENSATION
         As permitted by Statement of Financial  Accounting  Standards  ("SFAS")
         No.  148,  "Accounting  for  Stock-Based   Compensation-Transition  and
         Disclosure",  which amended SFAS No. 123 ("SFAS 123"),  "Accounting for
         Stock-Based  Compensation",  the  Company  has  elected to  continue to
         follow the  intrinsic  value method in accounting  for its  stock-based
         employee compensation  arrangements as defined by Accounting Principles
         Board Opinion ("APB") including  "Financial  Accounting Standards Board
         Interpretation  No. 44, Accounting for Certain  Transactions  Involving
         Stock Compensation",  and interpretation of APB No. 25. As of March 31,
         2004, the Company has not formed a Stock Option Plan and has not issued
         any options.

         LOSS PER SHARE
         The Company  adopted the  provisions  of SPAS No.  128,  "Earnings  per
         Share."  SFAS No. 128 requires  the  presentation  of basic and diluted
         earnings  per share  ("EPS").  Basic EPS is computed  by dividing  loss
         available  to common  stockholders  by the  weighted-average  number of
         common  shares  outstanding  for the period.  Diluted EPS  includes the
         potential  dilution  that could occur if options or other  contracts to
         issue  common  stock were  exercised  or  converted.  During the period
         January 5, 2000 (Inception) through March 31, 2004 no options, or other

                                       7





                                                          CONTINUUM GROUP A INC.

                                                    NOTES TO FINANCIAL STATEMENT
--------------------------------------------------------------------------------


         contracts  to  issue   common  stock  were  issued  or  entered   into.
         Accordingly, basic and diluted earnings per share are identical.

NEW ACCOUNTING PRONOUNCEMENTS

         In January 2003,  Financial  Accounting Standards Board ("FASB") issued
         FASB  Interpretation  No.  46,   "Consolidation  of  Variable  Interest
         Entities" ("FIN 46"), an interpretation of Accounting Research Bulletin
         No.  51.  FIN 46  expands  upon  and  strengthens  existing  accounting
         guidance that  addresses when a company should include in its financial
         statements the assets,  liabilities and activities of another entity. A
         variable  interest  entity is any  legal  structure  used for  business
         purposes that either does not have equity  investors with voting rights
         or has  equity  investors  that  do not  provide  sufficient  financial
         resources for the entity to support its  activities.  FIN 46 requires a
         variable  interest  entity  to be  consolidated  by a  company  if that
         company is subject to a majority of the risk of loss from the  variable
         interest  entity's  activities or entitled to receive a majority of the
         FIN 46 apply  immediately to variable  interest  entities created after
         January  31,  2003.  The  consolidation  requirements  apply  to  older
         entities in the first  fiscal year or interim  period  beginning  after
         June 15, 2003.  However,  on October 8, 2003,  FASB deferred the latest
         date by which  all  public  entities  must  apply  FIN 46 to the  first
         reporting  period  ended after  December  15,  2003.  The effect of the
         adoption of this new accounting  pronouncement on the Company financial
         statements has not been significant.

         In May  2003,  FASB  issued  SFAS  No.  150,  "Accounting  for  Certain
         Instruments with Characteristics of Both Liabilities and Equity" ("SFAS
         150"),  which 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,
         SFAS  150  establishes  standards  for  how an  issuer  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.  The  adoption of
         SFAS 150 did not have a  material  effect  on the  Company's  financial
         statements.

NOTE 3 - Related Parties

         As  discussed  in  Note 1,  the  Company  was  formed  pursuant  to the
         reorganization plan of Continuum. In accordance with the reorganization
         of Continuum three  additional  companies named Continuum Group B Inc.,
         Continuum  Group C Inc.,  and  Continuum  Group D Inc. were formed with
         similar  terms as the Company  with common stock  issuances  consistent
         with those of the Company.

                                       8




ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         Forward-Looking Statements

         This  Report on Form  10-QSB/A  contains  "forward-looking  statements"
         within the meaning of Section 27A of the Securities Act and Section 21E
         of the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
         Act").  All  statements  other  than  statements  of  historical  facts
         included in this Report,  including without limitation,  the statements
         under   "General,"   and  "Liquidity   and  Capital   Resources,"   are
         forward-looking   statements.   All   subsequent   written   and   oral
         forward-looking  statements  attributable  to the  Company  or  persons
         acting on its behalf are expressly  qualified in their  entirety by the
         Cautionary Statements.

         You should  read the  following  discussions  in  conjunction  with our
         financial  statements and the related notes thereto and other financial
         information   appearing   elsewhere  in  this  report.   The  following
         discussion contains  forward-looking  statements that involve risks and
         uncertainties.  Our actual results could differ  materially  from those
         anticipated  in the  forward-looking  statements as a result of various
         factors, including those discussed elsewhere in this report.

         Plan of Operation

         We intend  to seek to  acquire  assets or shares of an entity  actively
         engaged in  business  that  generates  revenues,  in  exchange  for its
         securities.

         General

         Continuum Group A Inc.  ("Continuum A") was  incorporated on January 5,
         2000 under the laws of the State of Nevada  pursuant to a Joint Plan of
         Reorganization  (the "Plan") for the Continuum  Group,  Inc.("CGI")  in
         Bankruptcy  Case No.  95-B-44222  (Chapter 11) in the U. S.  Bankruptcy
         Court,  Southern  District of New York (the  "Bankruptcy  Court").  The
         Bankruptcy  Court entered an Order on September 15, 1999  approving the
         Plan.  We, along with three other  companies,  Continuum  Group B Inc.,
         Continuum Group C Inc., and Continuum Group D Inc.  (collectively,  the
         "Groups"), were specifically formed to affect the terms of the Plan.

         On December 14, 2000,  we issued  251,000  shares of Common Stock to 14
         individuals and entities for services rendered.  On August 27, 2003, we
         issued  1,050,000  shares  of  Common  Stock to eight  individuals  and
         entities for services  rendered.  As of May 17, 2004,  we had 1,799,339
         shares of Common Stock issued and  outstanding.  No shares of Preferred
         Stock are issued or outstanding.

         We  have  not   engaged   in  any   business   operations   other  than
         organizational  activities.  Since  inception,  we  have  been  in  the
         developmental  stage and have had no  operations.  Other  than  issuing
         shares  to  our  stockholders,   we  never  commenced  any  operational
         activities.  As a result,  we can be  defined  as a  "shell"  or "blank
         check" company, whose sole purpose is to locate and consummate a merger
         or acquisition with a private entity.

                                       9





         RESULTS OF OPERATIONS
         We have not had any operating  income from January 5, 2000  (inception)
         through  March 31, 2004.  As of March 31, 2004,  we had an  accumulated
         deficit  of  $85,026,   comprised  of  costs  mainly   associated  with
         administrative expenses.

         LIQUIDITY AND CAPITAL RESOURCES
         The Company has experienced no significant change in liquidity, capital
         resources or stockholders'  equity. Since the Company has no operations
         other  than to  search  for a  suitable  acquisition  target,  its sole
         expenses are  administrative.  As such,  the Company does not intend to
         raise additional financing until an acquisition is consummated.

ITEM 3.  CONTROLS AND PROCEDURES

         (a) The Company  carried out an evaluation,  under the  supervision and
         with the participation of the Company's management, including Robert L.
         Frome  (acting  Chief  Executive  Officer  and acting  Chief  Financial
         Officer),  of the  effectiveness  of the  design and  operation  of the
         Company's "disclosure controls and procedures", as such term is defined
         in Exchange Act Rule  15d-15e,  as of the end of the period  covered by
         this report.  Based upon that evaluation,  Mr. Frome has concluded that
         the Company's  disclosure  controls and procedures were effective as of
         the end of the  period  covered by this  report to  provide  reasonable
         assurance that  information  required to be disclosed by the Company in
         reports  that it files or submits  under the  Exchange Act is recorded,
         processed, summarized and reported within the time periods specified in
         SEC rules and forms.

         (b) There have been no  significant  changes in the Company's  internal
         controls  or in other  factors  that  could  significantly  affect  the
         Company's internal controls  subsequent to the date the Company carried
         out this  evaluation,  including any corrective  actions with regard to
         significant deficiencies and material weaknesses.

         A control  system,  no matter  how well  conceived  and  operated,  can
         provide only reasonable,  not absolute assurance that the objectives of
         the control system are met. Because of the inherent  limitations in all
         control  systems,  no  evaluation  of  controls  can  provide  absolute
         assurance  that all  control  issues and  instances  of fraud,  if any,
         within a company have been detected.

                                       10





OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None

ITEM 2.  CHANGES IN SECURITIES AND SMALL BUSINESS ISSUER PURCHASER OF EQUITY SECURITIES

None

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

None

ITEM 5.  OTHER INFORMATION

None

ITEM 6.  EXHIBITS AND REPORTS ON 8-K

a.       Exhibits

*31.1    Certification  of Acting  Chief  Executive  Officer  and  Acting  Chief
         Financial Officer pursuant to Section 302 of the  Sarbanes-Oxley Act of
         2002.

*32.1    Certification  of the Acting Chief  Executive  Officer and Acting Chief
         Financial  Officer pursuant to 18 U.S.C.  Section 1350 adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002.

*Filed herewith



b. Reports on Form 8-K

None.

                                       11





                                   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.

                                    CONTINUUM GROUP A INC.
                                    (Registrant)


DATE:  July 9, 2004                    By: /s/ Robert L. Frome
                                           -------------------------------------
                                           Robert L. Frome
                                           President and Chairman
                                           (acting Chief Executive Officer
                                           and Acting Chief Financial Officer)

                                       12`