Securities and Exchange Commission
                             Washington, D.C. 20549

                                    Form 10-Q

                                   (Mark One)

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934 For the Quarterly Period Ended September 30, 2004.

                                       Or

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934 For the Transition Period
     From______________ to_____________.


Commission file number    0-25552

                        DUALSTAR TECHNOLOGIES CORPORATION
-------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          Delaware                                       13-3776834
-------------------------------                      -------------------
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                      Identification No.)


                  47-25 34th Street, Long Island City, NY 11101
-------------------------------------------------------------------------------
          (Address, including zip code of principal executive offices)

                                 (718) 784-2514
-------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                 Not applicable
-------------------------------------------------------------------------------

             (Former name, former address and former fiscal year,
                          if changed since last report)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes ___X___ No_____.

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes _____  _No___X___ .


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's common stock,
as of the latest practicable date.

   Common Stock, $.01 Par Value --- 24,161,467 shares as of November 10, 2004
--------------------------------------------------------------------------------



<PAGE>


                                      Index

                        DualStar Technologies Corporation

Part I. Financial Information

Item 1. Financial Statements

          Condensed Consolidated Balance Sheets - September 30, 2004 (Unaudited)
             and June 30, 2004

          Condensed Consolidated Statements of Operations for the Three months
             ended September 30, 2004 and 2003 (Unaudited)

          Condensed Consolidated Statements of Cash Flows for the Three months
             ended September 30, 2004 and 2003 (Unaudited)

          Notes to Condensed Consolidated Financial Statements (Unaudited) -
             September 30, 2004


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

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Item 4. Controls and Procedures

Part II. Other Information

Item 1. Legal Proceedings

Item 6. Exhibits

Signatures

Exhibits
<PAGE>






PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements


               DUALSTAR TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                            September 30,            June 30,
                                                                                2004                   2004
                                                                            ------------           -------------
                                                                           (unaudited)
                                 ASSETS
Current assets:
<S>                                                                         <C>                    <C>
  Cash and cash equivalents                                                 $  1,066,745           $    435,857
  Accounts receivable - net of allowance for doubtful accounts                12,936,222             14,683,529
  Retainage receivable                                                         4,764,102              4,246,292
  Loan receivable - officers                                                      65,000                 65,000
  Costs and estimated earnings in excess of billings
    on uncompleted contracts                                                   2,968,157              2,684,185
  Prepaid expenses and other current assets                                       82,949                 32,958
                                                                            -----------------------------------
Total current assets                                                          21,883,175             22,147,821
Property and equipment - net of accumulated
    depreciation and amortization                                                136,677                 82,244
Other assets:
  Note receivable from employee                                                   96,243                 96,243
  Contract receivables - non current                                             944,706                944,706
  Other                                                                           69,369                 69,369
                                                                            -----------------------------------
Total assets                                                                $ 23,130,170           $ 23,340,383
                                                                            ===================================
                      LIABILITIES AND SHAREHOLDERS'
                                 EQUITY
Current liabilities:
  Accounts payable                                                          $ 14,357,432           $ 14,459,325
  Loan payable - officer                                                         195,000                 45,000
  Billings in excess of costs and estimated earnings
    on uncompleted contracts                                                   1,023,537                860,162
  Accrued loss on uncompleted contracts                                          217,787                825,466
  Accrued expenses and other current liabilities                               4,152,669              3,807,133
  Note payable                                                                 2,000,000                   --
                                                                            -----------------------------------
Total current liabilities                                                     21,946,425             19,997,086
                                                                            -----------------------------------
Total liabilities                                                             21,946,425             19,997,086
                                                                            -----------------------------------
  Commitments and contingencies

Shareholders' equity:
  Common stock                                                                   241,615                241,615
  Additional paid-in capital                                                  51,854,613             51,854,613
  Accumulated deficit                                                        (50,912,483)           (48,752,931)
                                                                            -----------------------------------
Total shareholders' equity                                                     1,183,745              3,343,297
                                                                            -----------------------------------
Total liabilities and shareholders' equity                                  $ 23,130,170           $ 23,340,383
                                                                            ===================================
</TABLE>



            See notes to condensed consolidated financial statements

<PAGE>

               DUALSTAR TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS ENDED SEPTEMBER 30,
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                                                 2004                2003
                                                                         ----------------------------------------
<S>                                                                            <C>                    <C>
Revenues earned                                                              $ 16,084,959           $ 16,220,561
Costs of revenues earned, excluding depreciation and amortization              16,492,154             13,798,853
                                                                            ------------------------------------
Gross profit (loss)                                                              (407,195)             2,421,708

Operating expenses:
  General and administrative expenses, excluding depreciation and               1,724,048              1,682,300
    amortization
  Depreciation and amortization                                                    14,824                 72,559
                                                                            ------------------------------------
Operating income  (loss)                                                       (2,146,067)               666,849
                                                                            ------------------------------------
Other income (expense):
  Interest income                                                                      98                  1,424
  Interest expense                                                                (12,658)              (426,216)
  Gain on sale of communications assets                                              --                4,018,853
                                                                            ------------------------------------
Other income (expense) - net                                                      (12,560)             3,594,061
                                                                            ------------------------------------
Income (loss) before provision for income taxes                                (2,158,627)             4,260,910
Provision for income taxes                                                            925                 10,881
                                                                            ------------------------------------
Net income (loss) from continuing operations                                   (2,159,552)             4,250,029

Discontinued operations
  Loss from discontinued communications business                                     --                  125,490
  Income tax (benefit)                                                               --                     --
                                                                            ------------------------------------
Loss from discontinued operations                                                    --                  125,490
                                                                            ------------------------------------
Net income (loss)                                                            $ (2,159,552)          $  4,124,539
                                                                            ===================================
Basic and diluted income (loss) per share:
Income (loss) from continuing operations                                     $      (0.09)          $       0.26
(Loss) from discontinued operations, net of taxes                                    --                    (0.01)
                                                                            ------------------------------------
Basic income (loss)                                                          $      (0.09)          $       0.25
                                                                            ====================================
Diluted income (loss)                                                        $      (0.09)          $       0.18
                                                                            ====================================
Weighted average shares outstanding                                            24,161,467             16,501,568
                                                                            ====================================
</TABLE>


            See notes to condensed consolidated financial statements

<PAGE>


               DUALSTAR TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                    FOR THE THREE MONTHS ENDED SEPTEMBER 30,
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                    2004                   2003
                                                              --------------------------------------
<S>                                                           <C>                        <C>
Net cash used in operating activities                         $(1,299,854)               $(1,460,257)
                                                              --------------------------------------
Cash flows from investing activities:
     Acquisition of property and equipment                        (69,258)                   (21,412)
                                                              --------------------------------------
Net cash used in investing activities                             (69,258)                   (21,412)
                                                              --------------------------------------
Cash flows from financing activities:
     Proceeds from promissory note payable                      2,000,000                       --
                                                              --------------------------------------
Net cash provided by financing activities                       2,000,000                       --
                                                              --------------------------------------
Net increase (decrease) in cash                                   630,888                 (1,481,669)
Cash and cash equivalents at beginning of period                  435,857                  3,055,255
                                                              --------------------------------------
Cash and cash equivalents at end of period                    $ 1,066,745                $ 1,573,586
                                                              ======================================
</TABLE>


Non-cash transactions:

No non-cash transactions took place during the three months ended September 30,
2004.

During the three months ended September 30, 2003, accrued interest of $394,570
was capitalized to the senior secured promissory note payable.

During the three months ended September 30, 2003, the senior secured promissory
note was reduced by $4,230,355, which was the consideration for the sale of the
communications assets and related liabilities with a net carrying value of
$211,502.

            See notes to condensed consolidated financial statements

<PAGE>


               DUALSTAR TECHNOLOGIES CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

DualStar  Technologies  Corporation  ("DualStar" or the "Company"),  through its
wholly    owned    subsidiaries,     operates    electrical    and    mechanical
construction-related businesses. As discussed below, the Company is winding down
its business operations.

On August 20,  2004,  High-Rise  Electric,  Inc.  ("High-Rise"),  a wholly owned
subsidiary  of DualStar,  entered into a loan in the amount of  $2,000,000  from
Gary Segal of Ozone Park,  NY. Under the terms of the loan  agreement,  the loan
accrues  interest  at the rate of 5.5% per annum,  which rate is adjusted on the
first day of each month  commencing  October 1, 2004 to one point above the then
prime rate; is payable on demand;  is secured by certain accounts  receivable of
High-Rise;  and is guaranteed by DualStar and secured by a pledge of the capital
stock of  High-Rise.  The  description  of the terms of this loan is more  fully
described in the agreements as filed in the Company's Current Report on Form 8-K
filed on August 26, 2004. Mr. Segal is a principal of Five Star  Electric,  Inc.
("Five  Star"),  a  large  electrical   contractor  that  primarily  does  large
government work.

On December 27, 2004,  High-Rise  entered into an agreement  with Five Star with
respect to certain High-Rise projects.  Under the terms of this agreement,  Five
Star became a subcontractor  to High-Rise to complete such projects.  On January
1, 2005, High-Rise  transferred to Five Star field and office personnel relating
to those  projects,  including  Barry  Halpern,  President of High-Rise and Vice
President of DualStar,  and Nicholas Ahel,  Vice President of High-Rise and Vice
President  of  DualStar.  Messrs.  Halpern  and Ahel have  resigned  from  their
positions as officers of DualStar.  For the fiscal years ended June 30, 2003 and
2004,  respectively,  High-Rise revenues comprised  approximately 61% and 72% of
DualStar's  combined total revenue.  As a result of this agreement,  the Company
will realize a portion of the revenues from the High-Rise  projects depending on
the timing of successful  completion of the  projects.  The remaining  High-Rise
projects are being completed by other subcontractors.

On January 12, 2005,  Raymond L.  Steele,  a member of the Board of Directors of
DualStar and the Audit  Committee of the Board of  Directors,  resigned from the
Board for personal reasons.

On January 20,  2005,  the  Company's  common  stock was  delisted  from the OTC
Bulletin  Board for failure by the Company to timely file its  periodic  reports
under the  Securities  Exchange Act of 1934, as amended.  Effective  January 20,
2005,  the  Company's  common  stock may only be  quoted  on the  "pink  sheets"
maintained by Pink Sheets, LLC.

The Company  incurred  significant  operating  losses in the last several fiscal
years in its communications  business,  and, more recently,  in its construction
related   businesses.   The  Company   completed  the   discontinuance   of  its
communications  business in August 2003. The construction related businesses are
not presently  profitable.  The Company implemented  additional cost containment
measures,  sought  additional  financing,  and  sought  to  renegotiate  certain
contractual  obligations.  These  efforts  have not made the Company  profitable
again.  Given the current U.S.  economic  climate and market  conditions and the
financial  condition  of the  Company,  the  Company  has been  unable  to raise
additional  funds to fund future  operating  losses  that may occur  through the
operation of the construction businesses. The Company is unable to obtain surety
bonds and maintain  insurance  coverages  in  connection  with its  construction
business.  These factors have created a concern among the Company's  current and
potential  customers  and  vendors as to whether it will be able to fulfill  its
contractual  obligations.  Employee concern about the future of the business and
their  continued  prospects for  employment  is causing them to seek  employment
elsewhere.  As a result of the foregoing,  the Company has been unable to pursue
new work and is being  forced to cease  operations  and wind  down its  affairs.
Accordingly, the Company will not be able to continue as a going concern.


<PAGE>

               DUALSTAR TECHNOLOGIES CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE A - BASIS OF PRESENTATION

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they  do not  include  certain  information  and
disclosures  required by accounting  principles generally accepted in the United
States of America for complete consolidated financial statements. In the opinion
of management, all adjustments considered necessary for a fair presentation have
been included and are of normal and recurring nature.  Operating results for the
three months ended  September  30, 2004 are not  necessarily  indicative  of the
results  that may be expected  for the fiscal year  ending  June 30,  2005.  The
interim  statements should be read in conjunction with the financial  statements
and notes,  thereto included in the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 2004.

NOTE B - PER SHARE DATA

The computation of basic and diluted net income (loss) per share is based on the
weighted average number of shares of common stock  outstanding.  For diluted net
income (loss) per share, when dilutive,  stock options and warrants are included
as share equivalents using the treasury stock method. For the three months ended
September  30, 2004,  stock  options and warrants  have been  excluded  from the
calculation  of diluted  income (loss) per share as their effect would have been
antidilutive.

NOTE C - CONTINGENCIES

(a) In  connection  with its  construction-related  businesses,  the  Company is
contingently liable to sureties under a general indemnity agreement. The Company
has agreed to  indemnify  the  sureties  for any  payments  made on contracts of
suretyship,  guarantee or indemnity.  That is, on certain work at the request of
the Company, the sureties provide a full guarantee of performance and/or payment
to third  parties in the form of a bond.  If the sureties pay an amount to third
parties  pursuant to such bond, the Company is obligated to fully  reimburse the
sureties.  There is no  dollar  amount  limit  on the  amount  of the  indemnity
provided to the sureties.

(b) In August 2001,  OnTera, a wholly owned subsidiary of the Company,  formerly
in the  telecommunications  business,  signed a  promissory  note  and  security
agreement with a  telecommunications  equipment provider to finance the purchase
of various network equipment  totaling  approximately  $668,000.  The note bears
interest at a rate of 11% per annum and requires  eighteen monthly  installments
effective April 1, 2001. The note is secured by the network  equipment  financed
by the note. OnTera has not made monthly installments since June 2001, therefore
OnTera is in default of the agreement.  In August 2002, such equipment  provider
filed suit claiming damages of approximately  $607,000 plus interest,  costs and
attorneys on the promissory note. In April 2004 a civil judgment against OnTera,
was  awarded  to  plaintiff  in New York State in the  amount of  $873,163.  The
judgment has not been  satisfied.  The network  equipment had no useful value to
the Company and has been disposed of.

(c) In  July  2002,  plaintiff  Harvey  Wayne  filed  a  verified  shareholders'
derivative  complaint  against  directors  and officers of the Company,  various
other  entities,  and the Company as a nominal  defendant,  in the United States
District  Court for the Eastern  District  of New York.  The  complaint  alleged
breach  of  fiduciary  duties  and  sought  to  compel  the  Company  to  hold a
shareholders' meeting for the election of directors. In December 2004, the Court
granted the Company's  motion to dismiss and denied plaintiff leave to amend its
complaint.


<PAGE>

               DUALSTAR TECHNOLOGIES CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE C - (continued)

(d) In April  2003,  a former  employee  of the  Company  commenced a lawsuit to
recover  damages  for the  alleged  failure of the  Company to honor  options to
purchase shares of the Company's  common stock pursuant to the 1994 Stock Option
Plan.  Plaintiff sought $462,500 in damages.  The Company settled this matter in
December 2004 for an amount that is not material.

(e) In the  ordinary  course of  business,  the  Company is  involved  in claims
concerning  personal  injuries  and  property  damage,  all of which the Company
refers to its  insurance  carriers,  to the extent  insurance  is in place.  The
Company  believes that the claims are covered under its liability  policies,  to
the extent  insurance is in place,  and that no loss to the Company  under those
circumstances  is probable.  No  provision  for such claims has been made in the
accompanying consolidated financial statements.

NOTE D - DEBT

Promissory Note

On August 20,  2004,  High-Rise  Electric,  Inc.  ("High-Rise"),  a wholly owned
subsidiary  of  DualStar,  entered  into  a loan  agreement  in  the  amount  of
$2,000,000  from  Gary  Segal of Ozone  Park,  NY.  Under  the terms of the loan
agreement,  the loan accrues interest at the rate of 5.5% per annum,  which rate
is  adjusted  on the first day of each month  commencing  October 1, 2004 to one
point  above the then prime  rate;  is payable on demand;  is secured by certain
accounts receivable of High-Rise; and is guaranteed by DualStar and secured by a
pledge of the capital stock of High-Rise. The proceeds of the loan were used for
working capital.







<PAGE>


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

General

DualStar  Technologies  Corporation  ("DualStar" or the "Company"),  through its
wholly    owned    subsidiaries,     operates    electrical    and    mechanical
construction-related  businesses.  For a description of the Company's businesses
and operations,  see Item 1 of the Company's  Annual Report on Form 10-K for the
fiscal year ended June 30, 2004. As discussed below, the Company is winding down
its operations.

On August 20,  2004,  High-Rise  Electric,  Inc.  ("High-Rise"),  a wholly owned
subsidiary  of DualStar,  entered into a loan in the amount of  $2,000,000  from
Gary Segal of Ozone Park,  NY. Under the terms of the loan  agreement,  the loan
accrues  interest  at the rate of 5.5% per annum,  which rate is adjusted on the
first day of each month  commencing  October 1, 2004 to one point above the then
prime rate; is payable on demand;  is secured by certain accounts  receivable of
High-Rise;  and is guaranteed by DualStar and secured by a pledge of the capital
stock of  High-Rise.  The  description  of the terms of this loan is more  fully
described in the agreements as filed in the Company's Current Report on Form 8-K
filed on August 26, 2004. Mr. Segal is a principal of Five Star  Electric,  Inc.
("Five  Star"),  a  large  electrical   contractor  that  primarily  does  large
government work.

On December 27, 2004,  High-Rise  entered into an agreement  with Five Star with
respect to certain High-Rise projects.  Under the terms of this agreement,  Five
Star became a subcontractor  to High-Rise to complete such projects.  On January
1, 2005, High-Rise  transferred to Five Star field and office personnel relating
to those  projects,  including  Barry  Halpern,  President of High-Rise and Vice
President of DualStar, and Nicholas Ahel, Vice President of High-Rise,  and Vice
President  of  DualStar.  Messrs.  Halpern  and Ahel have  resigned  from  their
positions as officers of DualStar.  For the fiscal years ended June 30, 2003 and
2004,  respectively,  High-Rise revenues comprised  approximately 61% and 72% of
DualStar's  combined total revenue.  As a result of this agreement,  the Company
will realize a portion of the revenues from the High-Rise  projects depending on
the successful completion of the projects.  The remaining High-Rise projects are
being completed by other subcontractors.

On January 12, 2005,  Raymond L.  Steele,  a member of the Board of Directors of
DualStar and the Audit  Committee of the Board of  Directors,  resigned from the
Board for personal reasons.

On January 20, 2005,  the Company's  common stock was delisted from the OTC
Bulletin  Board for failure by the Company to timely file its  periodic  reports
under the  Securities  Exchange Act of 1934, as amended.  Effective  January 20,
2005,  the  Company's  common  stock may only be  quoted  on the  "pink  sheets"
maintained by Pink Sheets, LLC.


The Company to Cease Operations

The Company  incurred  significant  operating  losses in the last several fiscal
years in its discontinued  communications  business,  and, more recently, in its
construction related businesses. Due to recent losses described in the Company's
Annual  Report  on Form  10-K for the  fiscal  year  ended  June 30,  2004 , the
construction  related  businesses  are not  presently  profitable.  The  Company
implemented  additional cost containment measures,  sought additional financing,
and sought to renegotiate  certain contractual  obligations.  These efforts have
not made the Company  profitable again.  Given the current U.S. economic climate
and market  conditions and the financial  condition of the Company,  the Company
has been unable to raise  additional  funds to fund future operating losses that
may occur through the operation of the construction  businesses.  The Company is
unable to obtain  surety bonds and maintain  insurance  coverages in  connection
with its construction  business.  These factors have created a concern among the
Company's  current and potential  customers and vendors as to whether it will be
able to fulfill its contractual  obligations.  Employee concern about the future
of the business and their continued  prospects for employment is causing then to
seek employment  elsewhere.  As a result of the foregoing,  the Company has been
unable to pursue new work and is being forced to cease  operations and wind down
its  affairs.  Accordingly,  the Company will not be able to continue as a going
concern.

<PAGE>

The statements  contained in this Quarterly  Report on Form 10-Q,  including the
exhibits   hereto,   relating  to  operations  of  the  Company  may  constitute
forward-looking  statements  within the meaning of Section 21E of the Securities
Exchange  Act of  1934,  as  amended.  Please  note  that the  words  "intends,"
"expects,"  "plans,"  "estimates,"  "projects,"  "believes,"  "anticipates"  and
similar expressions are intended to identify forward-looking statements.  Actual
results of the Company may differ  materially from those in the  forward-looking
statements  and may be affected by a number of factors  including the ability of
the Company to raise and provide the capital  resources  to fund any  continuing
operating losses, the Company's ability to obtain bonding or insurance coverage,
regulatory or legislative  changes,  the Company's  dependence on key personnel,
and the Company's  ability to manage growth,  in addition to those risk factors,
set forth in the section captioned "Risk Factors" and the assumptions, risks and
uncertainties  set forth in the other sections of the Company's Annual Report on
Form 10-K for the fiscal year ended June 30, 2004 as well as in DualStar's other
filings  with  the  SEC.  The  Company  can give no  assurance  that its  plans,
intentions,  and  expectations  will be achieved and actual results could differ
materially from forecasts and estimates.

Capital Resources and Liquidity

Cash  balances at  September  30, and June 30,  2004 were $1.1  million and $0.4
million, respectively. The Company used $1.3 million of cash in the three months
ended  September  30,  2004 in  operating  activities.  The net use of cash  was
primarily due to the increase in retainage  receivable of $0.5 million,  accrued
loss on  uncompleted  contracts of $0.6  million,  and the increase of costs and
estimated  earnings  in excess of  billings  on  uncompleted  contracts  of $0.3
million,  which  resulted from the Company' s difficulties  in obtaining  surety
bonds. The Company used $1.5 million of cash in the three months ended September
30, 2003 in operating  activities.  The net use of cash was primarily due to the
increase of costs and  estimated  earnings in excess of billings on  uncompleted
contracts  which resulted from the Company's  difficulties  in obtaining  surety
bonds.

The Company to Cease Operations

The Company  incurred  significant  operatin g losses in the last several fiscal
years in its discontinued  communications  business,  and, more recently, in its
construction  related  businesses.  The construction  related businesses are not
presently  profitable.  Due to recent losses  described in the Company's  Annual
Report on Form 10-K for the fiscal year ended June 30,  2004,  the  construction
related  businesses  are  not  presently  profitable.  The  Company  implemented
additional cost containment measures, sought additional financing, and sought to
renegotiate  certain  contractual  obligations.  These efforts have not made the
Company  profitable  again.  Given the current U.S.  economic climate and market
conditions  and the  financial  condition of the  Company,  the Company has been
unable to raise  additional funds to fund future operating losses that may occur
through the  operation of the  construction  businesses.  This  uncertainty  has
created a concern  among the  Company's  current  and  potential  customers  and
vendors as to whether it will be able to fulfill  its  contractual  obligations.
Employee concern about the future of the business and their continued  prospects
for  employment  is causing them to seek  employment  elsewhere.  The Company is
unable to obtain  surety bonds in  connection  with its  construction  business.
Since the Company is unable to obtain additional financing and surety bonds, and
maintain insurance coverages, the Company has been unable pursue new work and is
being forced to cease  operations  and wind down its affairs.  Accordingly,  the
Company will not be able to continue as a going concern.

<PAGE>


Promissory Note

On August 20,  2004,  High-Rise  Electric,  Inc.  ("High-Rise"),  a wholly owned
subsidiary  of  DualStar,  entered  into  a loan  agreement  in  the  amount  of
$2,000,000  from  Gary  Segal of Ozone  Park,  NY.  Under  the terms of the loan
agreement,  the loan accrues interest at the rate of 5.5% per annum,  which rate
is  adjusted  on the first day of each month  commencing  October 1, 2004 to one
point  above the then prime  rate;  is payable on demand;  is secured by certain
accounts receivable of High-Rise; and is guaranteed by DualStar and secured by a
pledge of the capital stock of High-Rise. The proceeds of the loan were used for
working capital.

Results of Operations

Revenue  decreased  $0.1 million or 0.6% from $16.2  million in the three months
ended  September 30, 2003 to $16.1  million in the three months ended  September
30, 2004. The decrease was primarily due to fewer construction contracts started
in fiscal 2005.

Cost of revenue  increased $2.7 million or 19.6% from $13.8 million in the three
months  ended  September  30, 2003 to $16.5  million in the three  months  ended
September  30,  2004.  The  increase was  primarily  due to larger  construction
contracts started in 2003 and 2004, increased costs on jobs started in 2003, and
an accrued loss on  uncompleted  contracts at September  30, 2004.  Gross profit
percentages  were (2.5)% and 14.9% in the three months ended  September 30, 2004
and 2003,  respectively.  The  decrease in gross  margin  percentage  was due to
increased  costs on jobs  started in 2003,  and an accrued  loss on  uncompleted
contracts at September 30, 2004. Essentially,  the Company's inability to obtain
payment and performance  bonds from a stable surety credit facility has hindered
the Company from successfully bidding jobs with customary higher margins in 2003
and 2004. Due to this circumstance,  the Company was forced to take on jobs with
lower margins,  and in some  instances,  jobs with potential to close at a loss.
Some jobs have  closed at a loss during  2004,  and some jobs are  projected  to
close at a loss in 2005.  An accrued  loss has been  recorded at  September  30,
2004.

Operating  results decreased $2.8 million or 400% from $0.7 million in the three
months  ended  September  30, 2003 to $(2.1)  million in the three  months ended
September  30, 2004.  The decrease was due  primarily to the severe  decrease in
gross margin in 2004.

General and  administrative  expenses remained  unchanged at $1.7 million in the
three months ended September 30, 2004 and 2003, respectively.

Depreciation and  amortization  decreased $0.1 million or 100% from $0.1 million
in the three  months ended  September  30, 2003 to an  immaterial  amount in the
three months ended  September  30, 2004.  The decrease was  primarily due to the
disposition of property and equipment.

Interest expense decreased $0.1 million or 100.0% from $0.1 million in the three
months  ended  September  30, 2003 to an  immaterial  amount in the three months
ended September 30, 2004. The decrease was primarily due to the reduction of the
senior secured promissory note to zero.

New Accounting Standards Adopted

None.

New Accounting Standards Not Yet Adopted

None.

<PAGE>

Item 3 - Quantitative and Qualitative Disclosures about Market Risk

None

Item 4 -- Controls and Procedures

 Included as exhibits  31.1 and 31.2 are the  certifications  that are  required
under Section 302 of the  Sarbanes-Oxley Act of 2002. This section of the Report
contains  information  concerning  the  controls  evaluation  referred to in the
Section 302 certifications  and the information  contained herein should be read
in conjunction with the certifications.

Evaluation  of  Disclosure  Controls  and  Procedures.   Regulations  under  the
Securities Exchange Act of 1934 require public companies, including our company,
to maintain  "disclosure  controls and procedures,"  which are defined to mean a
company's  controls  and other  procedures  that are  designed  to  ensure  that
information  required to be  disclosed  in the reports  that it files or submits
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported, within the time periods specified in the Commission's rules and forms.
Our Chief  Executive  Officer and our Chief  Financial  Officer,  based on their
evaluation of our disclosure controls and procedures as of the end of the period
covered by this report,  concluded that our  disclosure  controls and procedures
were not effective for this purpose, as discussed below.

Changes in Internal  Control Over  Financial  Reporting.  Regulations  under the
Securities Exchange Act of 1934 require public companies, including our company,
to evaluate any change in our "internal control over financial reporting," which
is  defined  as  a  process  to  provide  reasonable   assurance  regarding  the
reliability of financial  reporting and preparation of financial  statements for
external purposes in accordance with generally accepted accounting principles in
the United  States.  In  connection  with  their  evaluation  of our  disclosure
controls and procedures as of the end of the period covered by this report,  our
Chief Executive  Officer and Chief Financial Officer did not identify any change
in our internal control over financial  reporting during the three-month  period
ended September 30, 2004 that materially  affected,  or is reasonably  likely to
materially affect, our internal control over financial reporting.

 In the first half of the  Company's  fiscal year  beginning  in July 2004,  the
Company's accounting workload increased due to its physical relocation,  related
restructuring  and a potential  transaction  pursued during fiscal year 2004. At
the same time, the Company's  accounting  staff was reduced due to attrition and
budgetary  constraints.  As a result  of all of these  factors  taken  together,
during the quarter  ended  September  2004,  the Company's  remaining  permanent
corporate accounting staff was not structured to address this increased workload
under the deadlines required.

Since January 1, 2005,  the accounting  workload has  diminished.  However,  the
Company  does not  anticipate  being able to correct the  deficiencies  with its
disclosure  controls and  procedures  that have led to this late filing,  as the
Company has been unable to bid on new work due to the problems  discussed  above
in Item 2 and in the  Notes to the  Financial  Statements.  As a  result  of the
Company being unable to address the identified  disclosure control deficiencies,
its ability to report  financial  results on a timely and accurate basis will be
adversely affected.

 The Company  believes  that its  financial  statements  for the  quarter  ended
September  30, 2004 fairly  present,  in all material  respects,  its  financial
condition and results of operations.


<PAGE>







PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

The  information  contained  in  Part  I -  Note  C is  incorporated  herein  by
reference.

Item 6 - Exhibits

 (a) The following exhibits are filed with the report:

------------------------------------------------------------------------------
10.28  Agreement by and among High-Rise Electric, Inc., Five Star
       Electric Co., and the Joint Industry Board of the Electrical
       Industry, dated December 27, 2004.
------------------------------------------------------------------------------
10.29  Form of agreement between High-Rise Electric, Inc.
       and Five Star Electric Co.
------------------------------------------------------------------------------
31.1   Rule 13a-14(a)/15d -14(a) Certification by Mr. Cuneo.
------------------------------------------------------------------------------
31.2   Rule 13a-14(a)/15d-14(a) Certification by Mr. Birnbach.
------------------------------------------------------------------------------
32.1   Section 1350 Certification by Mr. Cuneo
------------------------------------------------------------------------------
32.2   Section 1350 Certification by Mr. Birnbach
------------------------------------------------------------------------------
<PAGE>


                                   Signatures

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                 DualStar Technologies Corporation


Date:      February 4, 2005       By: /s/ GREGORY CUNEO
                                  ----------------------------------
                                  Gregory Cuneo
                                  President and Chief Executive Officer


Date:      February 4, 2005       By: /s/ ROBERT  BIRNBACH
                                  ----------------------------------
                                  Robert Birnbach
                                  Executive Vice President and Chief
                                  Financial Officer


Date:      February 4, 2005       By: /s/ MICHAEL GIAMBRA
                                  ----------------------------------
                                  Michael Giambra
                                  Vice President, Chief Accounting Officer,
                                  and Corporate Controller




                                  EXHIBIT INDEX

         Following  is  the  list  of  Exhibits,  as  required  by  Item  601 of
Regulation S-K, filed as part of this Report on Form 10-Q:


 Exhibit No.
Regulation S-K
  Item 601
 Designation          Exhibit Description
-------------------------------------------------------------------------------


10.28     Agreement by and among  High-Rise  Electric,  Inc., Five Star Electric
          Co., and the Joint Industry Board of the  electrical  Industry,  dated
          December 27, 2004.

10.29     Form of  agreement  between  High-Rise  Electric,  Inc.  and Five Star
          Electric Co.

31.1      Rule 13a-14(a)/15d-14(a) Certification by Mr. Cuneo.

31.2      Rule 13a-14(a)/15d-14(a) Certification by Mr. Birnbach

32.1      Section 1350 Certification by Mr. Cuneo

32.2           Section 1350 Certification by Mr. Birnbach