`UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB
      (Mark one)

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

      FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004

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


                        COMMISSION FILE NUMBER 000-50502

                             CONTINUUM GROUP C INC.
                             ----------------------
 (Exact Name of Small Business Issuer as Specified in Its Declaration of Trust)

             NEVADA                                     20-0443575
        (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 June 30, 2004, 6,348,944 shares were outstanding.

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





                                                   CONTINUUM GROUP C INC.
                                                   (A Development Stage Company)

                                                                     FORM 10-QSB

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


                                                                            Page
                                                                            ----

PART I - FINANCIAL INFORMATION

ITEM 1 - CONDENSED FINANCIAL STATEMENTS

Condensed Balance Sheet as of June 30, 2004 (Unaudited)                        3
Condensed Statements of Operations for the Three and Six Months
  Ended June 30, 2004(Unaudited) and June 30, 2003 (Unaudited) and
  Cumulative from January 5, 2000 (Inception) to June 30, 2004 (Unaudited)     4
Condensed Statements of Cash Flows for the Six Months Ended
  June 30, 2004 (Unaudited) and June 30, 2003 (Unaudited) and
  Cumulative from January 5, 2000 (Inception) to June 30, 2004 (Unaudited)     5

NOTES TO CONDENSED  FINANCIAL STATEMENTS                                     6-9

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
         OPERATION                                                         10-11

ITEM 3 - CONTROLS AND PROCEDURES                                           11-13


PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS                                                   14

ITEM 2 - CHANGES IN SECURITIES AND SMALL BUSINESS ISSUER
         PURCHASES OF EQUITY SECURITIES                                      14

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES                                     14

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                 14

ITEM 5 - OTHER INFORMATION                                                   14

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K                                    14

SIGNATURES                                                                   15

CERTIFICATIONS                                                             16-18





                                                   CONTINUUM GROUP C INC.
                                                   (A Development Stage Company)


                                                        CONDENSED BALANCED SHEET
                                                                  (As Requested)
                                                                     (Unaudited)

                                                                   June 30, 2004
--------------------------------------------------------------------------------

                                     ASSETS


TOTAL ASSETS                                                            $     --
                                                                        ========



                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
Accrued expenses                                                        $ 88,993
                                                                        --------

TOTAL LIABILITIES                                                         88,993
                                                                        --------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
Preferred stock - par value $0.001; 5,000,000 shares
authorized, -0- issued and outstanding                                        --
Common stock - par value $0.001; 45,000,000 shares
authorized; 6,348,944 issued and outstanding                               6,349
Additional paid-in capital                                                50,431
Deficit accumulated during development stage                            (145,773)
                                                                        --------

TOTAL STOCKHOLDERS' DEFICIENCY                                           (88,993)
                                                                        --------

TOTAL LIABILITIES AND STOCKHOLDERS'

DEFICIENCY                                                              $     --
                                                                        ========


                  SEE NOTES TO CONDENSED FINANCIAL STSTEMENTS.





                                                   CONTINUUM GROUP C INC.
                                                   (A Development Stage Company)


                                              CONDENSED STATEMENTS OR OPERATIONS
                                                                    (As Restated)
                                                                     (Unaudited)
--------------------------------------------------------------------------------


                                                                                                     Cumulative from
                                       For the Three Months Ended    For the Six Months Ended        January 5, 2000
                                                June 30,                    June 30,               (Inception) Through
                                           2004           2003             2004           2003       June 30, 2004
                                       ------------------------------------------------------------------------------

REVENUE                                $        --    $        --     $        --    $        --    $        --


GENERAL AND ADMINISTRATIVE EXPENSE           4,000             --          31,500          5,000        145,773
                                       -----------    -----------     -----------    -----------    -----------


NET LOSS                               $    (4,000)   $        --     $   (31,500)   $    (5,000)   $  (145,773)
                                       ===========    ===========     ===========    ===========    ===========

NET LOSS PER SHARE BASIC AND DILUTED   $     0.00    $      0.00      $      0.00    $      0.00
                                       ===========    ===========     ===========    ===========

WEIGHTED SHARES OUTSTANDING             6,348,944      4,048,944        6,348,944      4,048,944
                                       ===========    ===========     ===========    ===========


                  SEE NOTES TO CONDENSED FINANCIAL STSTEMENTS.




                                                   CONTINUUM GROUP C INC.
                                                   (A Development Stage Company)


                                              CONDENSED STATEMENTS OF CASH FLOWS
                                                                   (As Restated)
                                                                     (Unaudited)
--------------------------------------------------------------------------------


                                                                                           Cumulative from
                                                          For the Six Months Ended        January 5, 2000
                                                                 June 30                (Inception) Through
                                                          ------------------------
                                                              2004            2003         June 30, 2004
                                                          -------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                $ (31,500)       $  (5,000)       $(145,773)
Adjustments to reconcile net loss to net cash flows
     from operating activities:
Stock-based compensation                                         --               --           56,780
Changes in operating liabilities:
Increase in accrued expenses                                 31,500            5,000           88,993
                                                          ---------        ---------        ---------

NET CASH PROVIDED BY OPERATING
ACTIVITIES                                                       --               --               --

CASH FLOWS FROM INVESTING ACTIVITIES                             --               --               --

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

NET CHANGE IN CASH                                               --               --               --

CASH - Beginning of Period                                       --               --               --
                                                          ---------        ---------        ---------

CASH - End of Period                                      $      --        $      --        $      --
                                                          =========        =========        =========


                  SEE NOTES TO CONDENSED FINANCIAL STSTEMENTS.




                                                   CONTINUUM GROUP C INC.
                                                   (A Development Stage Company)


                                                  CONDENSED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


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

         Continuum Group C 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  (1,510,067
         post reverse split (see below)) shares of the Company's common stock to
         four  individuals,  who funded  Continuum's  reorganization  plan;  (b)
         500,000  (83,893 post reverse  split (see below))  shares to holders of
         Continuum's  allowed  unsecured  claims,  and (c) 400,000  (67,114 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 (see Note 3).  Since  inception,  the Company has not engaged in
         any business  operations other than organizational  activities,  and is
         actively searching for acquisition targets.

         Since the Company  currently has no  operations,  its only expenses are
         administrative. As such, the Company does not intend to seek additional
         financing   until  the   acquisition,   as  described  in  Note  5,  is
         consummated.  However,  there can be no assurance that the Company will
         have the  ability  to  carry  out its  business  plan  without  raising
         sufficient debt or equity  financing.  These factors raise  substantial
         doubt as to the Company's  ability to continue as a going concern.  The
         financial  statements  do not  include  any  disclosure  that  might be
         necessary should the Company be unable to continue as a going concern.

         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.

                                                                               6




                                                   CONTINUUM GROUP C INC.
                                                   (A Development Stage Company)


                                         NOTES TO CONDENSED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


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

         BASIS OF PRESENTATION
         The accompanying  unaudited  condensed  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 June 30, 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  financial
         statements  and notes  thereto as of December  31, 2003 and for each of
         the two years in the period ended December 31, 2002 and 2001, which are
         included  in the  Company's  Annual  Report on Form  10-SB for the year
         ended  December  31,  2003  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 June 30, 2004,  the Company has net operating loss carry forwards of
         approximately $116,000,  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
         June 30, 2004, the deferred tax asset of approximately $46,000 has been
         offset by a valuation allowance of $46,000.

                                                                               7




                                                   CONTINUUM GROUP C INC.
                                                   (A Development Stage Company)


                                         NOTES TO CONDENSED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 2 - Basis of Presentation and Summary of Significant Accounting Policies, continued

         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 June 30,
         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 SFAS 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 June 30, 2004 no options or other
         contracts  to  issue   common  stock  were  issued  or  entered   into.
         Accordingly, basic and diluted earnings per share are identical.


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 A Inc.,
         Continuum  Group B Inc.,  and  Continuum  Group D Inc. were formed with
         similar  terms as the Company  with common stock  issuances  consistent
         with those of the Company.

NOTE 4 - RESTATEMENT

         In December 2000 the Company  approved the issuance of 2,387,870 shares
         of its common stock to 8  individuals  and/or  entities in exchange for
         services  rendered.  The  fair  value  of  the  services  rendered  was
         approximately  $23,880.  The company  recorded  the issuance of 861,000
         shares and recorded $8,610 as the value of the services  rendered.  The
         financial  statements  have been  restated  to reflect  the  additional
         shares issued of 1,526,870 and recording of $15,270 in additional value

                                                                               8




                                                   CONTINUUM GROUP C INC.
                                                   (A Development Stage Company)


                                         NOTES TO CONDENSED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

         of the services rendered by increasing common stock $1,527,  additional
         paid in capital  $13,743,  and accumulated  deficit  $15,270.

NOTE 5 - DEFINITIVE AGREEMENT AND PLAN OF REORGANIZATION

         SUBSEQUENT EVENT
         On  October  12,  2004 the  Company  entered  into a  definitive  Share
         Exchange  Agreement with Premier Alliance Group, Inc., a North Carolina
         corporation ("Premier"),  and the shareholders of Premier.  Pursuant to
         this agreement,  the Company will issue 36,176,863 shares of its common
         stock and 597,500 shares of its preferred stock to the  shareholders of
         Premier, in exchange for all of Premier's  outstanding shares of common
         stock and preferred stock. Upon completion of the share exchange, which
         is  subject  to  customary  closing  conditions,   Premier  will  be  a
         wholly-owned subsidiary of the Company.

                                                                               9




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

         FORWARD-LOOKING STATEMENTS

         This Report on Form 10-QSB 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. See Note 5 to the condensed financial statements.

         GENERAL

         Continuum Group C Inc.  ("Continuum C") 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 A Inc.,
         Continuum Group B 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  2,308,064  shares of common stock to 8
         individuals and/or entities for services  rendered.  On August 27, 2003
         we  issued  2,387,870  shares  of  common  stock to 8  individuals  and
         entities for services  rendered.  As of July 12, 2004, we had 6,348,944
         shares of Common Stock issued and  outstanding.  No shares of Preferred
         Stock are issued or outstanding.

                                                                              10




         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.  We have entered into a merger
         agreement  which is more  fully  described  in Note 5 to the  condensed
         financial statements.

         RESULTS OF OPERATIONS

         We have not had any operating  income from January 5, 2000  (inception)
         through  June 30,  2004.  As of June 30,  2004,  we had an  accumulated
         deficit  of  $145,773,   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 currently 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

         We maintain a set of  disclosure  controls and  procedures  designed to
         ensure that  information  required to be disclosed by us in the reports
         filed  under the  Securities  Exchange  Act,  is  recorded,  processed,
         summarized and reported within the time periods  specified by the SEC's
         rules  and  forms.  Disclosure  controls  are  also  designed  with the
         objective  of  ensuring  that  this   information  is  accumulated  and
         communicated  to our  management,  including our acting chief executive
         officer and acting chief  financial  officer,  as  appropriate to allow
         timely decisions regarding required disclosure.

         Based upon their evaluation as of the end of the period covered by this
         report,  our acting chief executive  officer and acting chief financial
         officer  concluded  that,  if we are able to  successfully  address the
         material  weaknesses in our internal  accounting  controls as discussed
         below,  our disclosure  controls and procedures are effective to ensure
         that information required to be included in our periodic SEC filings is
         recorded,  processed,  summarized, and reported within the time periods
         specified  in the SEC rules and  forms.  Our  board of  directors  were
         advised by Marcum & Kliegman,  LLP, our independent  registered  public
         accounting firm, that during their performance of review related to our
         unaudited condensed financial  statements for the sic months ended June
         30, 2004, Marcum & Kliegman LLP identified two material weaknesses,  as
         defined in Public Company Accounting Oversight Board Standard No. 2, in
         our internal control over financial reporting as follows:

                                                                              11




         1. We  lack  sufficient  human  resources  within  our  accounting  and
            financial  reporting  function.   Also,  we  must  improve  controls
            surrounding  monitoring  and  oversight  of the  work  performed  by
            accounting and financial reporting personnel.

         2. Insufficient analysis and review of the selection and application of
            generally accepted accounting principles to significant  non-routine
            transactions,  including  the  preparation  of  financial  statement
            disclosures relating thereto.

         These material  weaknesses  result in deficiencies in the processes and
         procedures within our accounting and financial  reporting  function and
         contributed  to delays in the  completion  and filing of our forms with
         the SEC  including  our 10 QSB as well as the  restatement  adjustment.
         Please see Note 4 to the condensed financial statements.

         We have  assigned  a high  priority  to the  short-term  and  long-term
         improvement of our internal control over financial  reporting.  Actions
         to  address  the  material  weaknesses  described  above  that  we will
         undertake, or have undertaken, include the following among others:

         We are in the process of  restructuring  the  accounting  and reporting
         function in connection with a proposed merger. Please see Note 5 to the
         condensed  financial   statements.   If  the  proposed  merger  is  not
         consummated  in a timely  manner,  we may not be able to  expeditiously
         remediate these material weaknesses.

         During the third quarter of 2004, we will continue our internal control
         review process to remediate the internal  control  material  weaknesses
         identified above by Marcum & Kliegman LLP.

         Other than regarding the material  weaknesses  discussed  above,  there
         have been no changes in our internal  control over financial  reporting
         during the period covered by this report that significantly  affect our
         control environment.

         In addition to the matters discussed above, the independent  registered
         public  accounting  firm  responsible  for the  audit of our  financial
         statements as of and for the year ending  December 31, 2005 must attest
         to and issue a report on  management's  assessment  of the  design  and
         operational  effectiveness  of  our  internal  control  over  financial
         reporting.  Although  we intend to  conduct  a  rigorous  review of our
         internal  control over financial  reporting to help achieve  compliance
         with the Section 404  requirements  of the  Sarbanes-Oxley  Act, if our
         independent registered public accounting firm is not satisfied with our
         internal control over financial reporting or with the level at which it
         documented,  designed, operated or reviewed, they may decline to attest
         to management's  assessment or may issue a qualified report identifying
         either a significant  deficiency or a material weakness in our internal
         controls.  This could  result in  significant  additional  expenditures
         responding to the Section 404 internal  control  audit,  a diversion of
         management  attention and potentially an adverse reaction to our common
         stock in the financial markets.

                                                                              12




         LIMITATIONS OF DISCLOSURE CONTROLS AND PROCEDURES

         Our management, including our acting chief executive officer and acting
         chief financial officer,  does not expect that our disclosure  controls
         or internal control over financial reporting will prevent all errors or
         all instances of fraud.  A control  system,  no matter how ell designed
         and operated, can provide only reasonable, not absolute, assurance that
         the control system's  objectives will be met. Further,  the design of a
         control   system  must   reflect  the  fact  that  there  are  resource
         constraints,  and the benefits of controls must be considered  relative
         to their  costs.  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 our company
         have been detected.  These inherent  limitations  include the realities
         that judgments in  decision-making  can be faulty,  and that breakdowns
         can occur  because of simple  error or  mistake.  Controls  can also be
         circumvented  by the individual  acts of some persons,  by collusion of
         two or more people,  or by  management  override or the  controls.  The
         design  of any  system  of  controls  is  based  in part  upon  certain
         assumptions  about the likelihood of future events,  and any design may
         not succeed in achieving  its stated goals under all  potential  future
         conditions.  Over  time,  controls  may  become  inadequate  because of
         changes in conditions or deteriorating in the degree of compliance with
         policies  or  procedures.  Because  of  the  inherent  limitation  of a
         cost-effective control system,  misstatements due to error or fraud may
         occur and not be detected.

                                                                              13




PART II - 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.

                                                                              14




                                   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 C INC.
                                  (Registrant)


DATE:  October 27, 2004           By: /s/ Robert L. Frome
                                     -------------------------------------------
                                     Robert L. Frome
                                     President and Chairman
                                     (acting Chief Executive Officer
                                     and Acting Chief Financial Officer)

                                                                              15`