Securities and Exchange Commission
                             Washington, D. C. 20549

                                   FORM 10-QSB


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

                  For the quarterly period ended April 30, 2004

[ ]      TRANSITION REPORT UNDER SECTION 14 OR 15(D) OF THE EXCHANGE ACT

             For the transition period from__________ to ___________

                        NEOMETRIX TECHNOLOGY GROUP, INC.
           ----------------------------------------------------------
                (Name of Registrant as specified in its charter)


                  ---------------------------------------------
                           (Former Name of Registrant)

          DELAWARE                        0-23995               57-1157824
-------------------------------    ---------------------     -------------------
(State or other jurisdiction of    (Commission File No.)       (IRS Employer
incorporation or organization)                               Identification No.)

           8910 Route 108, Suite C, Columbia, MD 21045 (301) 384-2400
           -----------------------------------------------------------
          (Address and telephone number of principal executive offices)


--------------------------------------------------------------------------------
      (Former address and telephone number of principal executive offices)

Check whether the issuer has (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months, (or such
shorter period that the Registrant was required to file such report(s), and (2)
has been subject to such filing requirements for the past 90 days.

           Yes  [X]                   No   [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

          CLASS                              Outstanding at June 1, 2004
----------------------------                 ---------------------------
Common stock $.001 Par Value                          13,919,840


<PAGE>

Item 1: Financial Statements

                NEOMETRIX TECHNOLOGY GROUP, INC. AND SUBSIDIARIES


                                    CONTENTS


PAGE       1       CONDENSED CONSOLIDATED BALANCE SHEET
                   AS OF APRIL 30, 2004 (UNAUDITED)

PAGE       2       CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                   AND COMPREHENSIVE INCOME (LOSS) FOR THE THREE AND SIX MONTHS
                   ENDED APRIL 30, 2004 AND 2003 (UNAUDITED)

PAGE      3-4      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
                   SIX MONTHS ENDED APRIL 30, 2004 AND 2003 (UNAUDITED)

PAGES    5 - 10    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                   AS OF APRIL 30, 2004 (UNAUDITED)
<PAGE>
                NEOMETRIX TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                              AS OF APRIL 30, 2004
                                   (UNAUDITED)

                   ASSETS

CURRENT ASSETS
 Cash                                               $     64,000
 Accounts receivable, net                              1,893,402
 Certificate of deposit                                  100,419
 Inventory                                               174,827
 Other current assets                                     12,295
                                                    ------------
      Total Current Assets                             2,244,943
                                                    ------------

PROPERTY & EQUIPMENT - NET                                37,380
                                                    ------------

OTHER ASSETS
 Other assets                                             26,469
                                                    ------------
      Total Other Assets                                  26,469
                                                    ------------

TOTAL ASSETS                                        $  2,308,792
                                                    ============

   LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
 Notes payable                                      $    639,750
 Notes payable - related party                           331,500
 Accounts payable and accrued expenses                 1,380,609
 Factor payable                                          459,949
 Accrued payroll and taxes                               159,115
 Deferred revenue                                         81,933
 Interest payable                                         39,387
 Other current liabilities                                11,370
                                                    ------------
     Total Current Liabilities                         3,103,613

LONG TERM LIABILITIES
 Deferred rent                                            23,863
                                                    ------------
     Total Liabilities                                 3,127,476
                                                    ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
 Common stock, $0.001 par value,
  50,000,000 shares authorized,
  13,319,840 shares issued and outstanding                13,320
 Additional paid-in capital                           41,206,603
 Accumulated deficit                                 (42,038,607)
                                                    ------------
     Total Stockholders' Deficiency                     (818,684)
                                                    ------------

TOTAL LIABILITIES AND STOCKHOLDERS'  DEFICIENCY     $  2,308,792
                                                    ============

     See accompanying notes to condensed consolidated financial statements.

                                       1
<PAGE>
                NEOMETRIX TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
                          COMPREHENSIVE INCOME (LOSS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                    For the          For the          For the           For the
                                                     Three            Three             Six                Six
                                                   Months Ended    Months Ended      Months Ended      Months Ended
                                                 April 30, 2004   April 30, 2003    April 30, 2004    April 30, 2004
                                                  ------------      -----------      ------------      -----------
<S>                                               <C>               <C>              <C>               <C>
NET SALES                                         $  2,251,544      $ 1,633,054      $  4,169,970      $ 3,002,000

COST OF GOODS SOLD                                   1,972,732        1,377,070         3,639,449        2,612,104
                                                  ------------      -----------      ------------      -----------

GROSS PROFIT                                           278,812          255,984           530,521          859,667
                                                  ------------      -----------      ------------      -----------

OPERATING EXPENSES
 Selling, general and administrative                   397,935        1,315,743           704,633        1,723,057
 Depreciation and amortization                           4,376            1,714             8,850            1,714
                                                  ------------      -----------      ------------      -----------
     Total Operating Expenses                          402,311        1,317,457           713,483        1,724,771
                                                  ------------      -----------      ------------      -----------

LOSS FROM OPERATIONS                                  (123,499)      (1,061,473)         (182,962)      (1,334,815)
                                                  ------------      -----------      ------------      -----------

OTHER INCOME (EXPENSE)
 Interest expense, net                                (102,258)          (8,722)         (309,339)         (12,214)
 Gain on debt forgiveness                                   --               --         1,737,741               --
 Discount on notes receivable                               --               --           (27,151)              --
 Gain on disposal of assets                                600               --               600               --
 Gain on sale of securities held for sale                   --               --            17,773               --
                                                  ------------      -----------      ------------      -----------
     Total Other Income (Expense)                     (101,658)          (8,722)        1,419,624          (12,214)
                                                  ------------      -----------      ------------      -----------

(LOSS) INCOME FROM CONTINUING OPERATIONS              (225,157)      (1,070,195)        1,236,662       (1,347,029)

DISCONTINUED OPERATIONS
 Loss from discontinued operations                  (2,725,780)              --        (2,725,780)              --
                                                  ------------      -----------      ------------      -----------
NET LOSS                                            (2,950,937)      (1,070,195)       (1,489,118)      (1,347,029)

OTHER COMPREHENSIVE  LOSS
 Unrealized gain (loss) on available-for-sale
  securities                                                --            4,969                --             (630)
                                                  ------------      -----------      ------------      -----------
COMPREHENSIVE  LOSS                               $ (2,950,937)     $(1,065,226)     $ (1,489,118)     $(1,347,659)
                                                  ============      ===========      ============      ===========
Net (loss) income per share - basic

   (Loss) income from continuing operations       $      (0.02)     $     (0.86)     $       0.12      $     (0.79)
   Loss from discontinued operations              $      (0.25)     $        --      $      (0.26)     $        --
                                                  ------------      -----------      ------------      -----------
                                                  $      (0.27)     $     (0.86)     $      (0.14)     $     (0.79)
                                                  ============      ===========      ============      ===========

   Net (loss) income per share - diluted

   (Loss) income from continuing operations       $      (0.02)     $     (0.86)     $       0.11      $     (0.79)
   Loss from discontinued operations              $      (0.25)     $        --      $      (0.26)     $        --
                                                  ------------      -----------      ------------      -----------
                                                  $      (0.27)     $     (0.86)     $      (0.15)     $     (0.79)
                                                  ============      ===========      ============      ===========
Weighted average number shares outstanding:
   Basic                                            10,940,190        1,244,572        10,347,393        1,704,914
   Diluted                                          10,940,190        1,244,572        13,809,150        1,704,914
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                       2
<PAGE>

                NEOMETRIX TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                         For the           For the
                                                                                           Six               Six
                                                                                       Months Ended      Months Ended
                                                                                       April 30, 2004   April 30, 2003
                                                                                       --------------   --------------
<S>                                                                                     <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net Loss                                                                               $(1,489,118)     $(1,347,029)
    Loss from discontinued operations                                                    (2,725,780)              --
                                                                                        -----------      -----------
    Income (Loss) from continuing operations                                              1,236,662       (1,347,029)
 Adjustments to reconcile income (loss) from continuing operations
   to net cash used in operating activities:
    Depreciation and amortization                                                             8,849           11,596
    Provision for doubtful accounts and notes                                                42,500           15,519
    Stock issued for consulting and other services                                               --          711,042
    Impairment of investments                                                                    --            1,714
    Gain on debt forgiveness                                                             (1,737,741)              --
    Discount on note receivable                                                              27,151               --
    Amortization of interest and discount on notes payable                                  226,499               --
 Changes in operating assets and liabilities:
    Accounts receivable                                                                  (1,429,358)         114,922
    Inventory                                                                               (67,076)          58,722
    Other receivables                                                                        13,641          (43,578)
    Other current assets                                                                     35,021           (3,321)
    Accounts payable and accrued expenses                                                   794,041          (67,117)
    Deferred revenue                                                                         (1,596)         137,768
    Other current liabilities                                                                 9,546              282
    Interest payable                                                                         11,973           11,429
                                                                                        -----------      -----------
       Net Cash Used In Operating Activities                                               (829,888)        (398,051)
                                                                                        -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Certificate of deposit                                                                    (100,419)              --
 Proceeds from asset acquisition                                                                 --          250,000
 Payment for note receivable                                                                     --         (207,500)
 Proceeds from note receivable                                                              124,532           55,747
 Purchase of property and equipment                                                              --          (17,252)
                                                                                        -----------      -----------
       Net Cash Provided By  Investing Activities                                            24,113           80,995
                                                                                        -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Payments on line of credit                                                                      --           (4,868)
 Proceeds from factor                                                                       459,949               --
 Proceeds from notes payable - related party                                                543,100               --
 Proceeds from notes payable                                                                143,979          200,000
 Payments on notes payable - related party                                                 (271,600)              --
 Payments on notes payable                                                                  (61,926)        (142,690)
                                                                                        -----------      -----------
       Net Cash Provided By Financing Activities                                            813,502           52,442
                                                                                        -----------      -----------
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>

                NEOMETRIX TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                                   (UNAUDITED)


INCREASE (DECREASE) IN CASH                             7,727      (264,614)

CASH - BEGINNING OF PERIOD                             56,273       561,364
                                                      -------     ---------

CASH - END OF PERIOD                                  $64,000     $ 296,750
                                                      =======     =========

Supplemental Disclosure of Cash Flow Information:

Interest paid                                         $61,853     $      --
                                                      =======     =========


Supplemental Schedule of Non-Cash
  Investing and Financing Activities:

Two vendors agreed to convert their
  accounts payable into short- term notes all
  with six month payouts                              $98,283     $      --
                                                      =======     =========

     See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>
                NEOMETRIX TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           APRIL 30, 2004 (UNAUDITED)

NOTE 1 BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

       The accompanying unaudited interim condensed consolidated financial
       statements have been prepared in accordance with accounting principles
       generally accepted in the United States of America and the rules and
       regulations of the Securities and Exchange Commission for interim
       financial information. Accordingly, they do not include all the
       information and footnotes necessary for a comprehensive presentation of
       financial position and results of operations.

       It is management's opinion, however, that all adjustments (consisting of
       normal recurring adjustments) have been made which are necessary for a
       fair financial statement presentation. The results for the interim period
       are not necessarily indicative of the results to be expected for the
       year.

       These unaudited interim condensed consolidated financial statements
       should be read in conjunction with the Company's audited consolidated
       financial statements as of October 31, 2003 included in the Company's
       Annual Report Form 10-KSB.

       (A) Use of Estimates

       The Company prepares its financial statements in conformity with
       accounting principles generally accepted in the Unites States of America.
       These principles require management to make estimates and assumptions
       that affect the reported amounts of assets and liabilities and disclosure
       of contingent assets and liabilities at the date of the financial
       statements and the reports amounts of revenues and expenses during the
       reporting period. Actual results could differ from those estimates

       (B) Fair Value of Financial Instruments

       The carrying amounts of the Company's financial instruments, including
       cash, certificate of deposit, accounts receivable and payable, accrued
       expenses, notes receivable and payable, factor payable and lines of
       credit approximate fair value due to the relatively short period to
       maturity for these instruments.

       (C) Per Share Data

       Basic and diluted earnings / (loss) per common share of stock is computed
       by dividing the net income or loss by the weighted average number of
       common shares outstanding available to common stockholders during the
       period. However, common stock equivalents have been excluded from the
       computation of diluted loss per share of common stock for the three and
       six months ended April 30, 2003 and for the three months ended April 30,
       2004, as their effect would be anti-dilutive.

                                       5
<PAGE>
                NEOMETRIX TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           APRIL 30, 2004 (UNAUDITED)

       Following is a reconciliation of the denominators used in the computation
       of basic and diluted earnings / (loss) per share for the six months ended
       April 30, 2004:

       Denominator:
       Weighted average per share of common stock outstanding        10,347,393
       Assumed conversion of convertible securities                   3,461,757
                                                                    -----------
       Diluted weighted average shares of common stock outstanding   13,809,150
                                                                    ===========


       Numerator:
       Net income                                                   $ 1,236,662
       Interest adjustment for conversion of debt                       239,963
                                                                    -----------
       Diluted net income                                           $ 1,476,625
                                                                    ===========

       Earnings per share:
       Basic                                                        $      0.12
                                                                    ===========
       Dilutive                                                     $      0.11
                                                                   ===========

NOTE 2 NOTES RECEIVABLE

       Notes receivable decreased $151,683 during the six months ended April 30,
       2004. AMS Systems, Inc. received $124,532 in cash from a customer and
       took a charge of $27,151 for discounting this receivable for an early
       balloon payment.

       In fiscal 2003, the Company loaned Crazy Eddie, Inc. a total of $425,000
       in three separate notes in anticipation of acquiring its operations.
       These notes were connected to notes payable of $450,000 issued to Growth
       Ventures, Inc. and Robert McCoy, neither of which is a related parry to
       the Company (see Note 3). This acquisition was never completed as the
       anticipated funding that had been negotiated was never funded. Each of
       these notes matured beginning with two in April 2004 and the final one in
       June 2004. Each note bore interest at 12% per annum and was payable
       quarterly. The interest due for all periods is currently in default. The
       ability to collect this receivable is doubtful as operations of Crazy
       Eddie, Inc. ceased in December 2003. A reserve of $382,500 was taken in
       the fourth quarter of fiscal 2003 and the remainder of $42,500 in the
       second quarter of 2004.



                                       6
<PAGE>
                NEOMETRIX TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           APRIL 30, 2004 (UNAUDITED)

NOTE 3 NOTES AND FACTOR PAYABLE

       In March 2004 the Company issued a note payable to an employee of the
       Company in the amount of $50,000 for one year. The note bears interest at
       8% per annum payable monthly with the principal due at maturity. The
       balance at April 30, 2004 is $50,000 and is included in note payable -
       related party.

       Two vendors have agreed to accept notes for their accounts payable. The
       payment terms are equal installments over six months. Interest rates are
       8% on a total of $98,283. The balance on these notes at April 30, 2004
       was $50,470. The balance owed at April 30, 2004 of an additional vendor
       was $127,280.

       In December 2003, the Company completed the payments on note payable to a
       supplier in settlement of all outstanding amounts due as of April 2003.
       The Company owed the supplier $2,219,081 relating to accounts payable,
       notes payable and accrued interest less accounts receivable for payments
       received directly from customers of the Company by the supplier and was
       required to pay $500,000 in the note payable. The Company realized a gain
       from the extinguishment of the debt in December 2003 of $1,719,081 upon
       the final payment of $500,000.

       In November 2003, a settlement was reached with a former employee of the
       Company to settle his note payable, accrued interest and commission
       payable. The Company had a total due of $66,660. The terms of the
       settlement are the issuance of a new note at $36,000 payable in equal
       installments of $6,000 per month and 200 hours of computer services at a
       cost of $60 per hour usable in one year. The Company realized a gain on
       this debt settlement of $18,660 in the six month period ended April 30,
       2004. The balance of the note was $12,000 with the service liability
       having a balance of $11,370 at April 30, 2004.

       In April and June 2003, the Company issued three notes to Growth
       Ventures, Inc., a non-related company, totaling $300,000 payable in one
       year. The notes bore interest at 12% per annum, payable quarterly with
       the principal due at maturity. The note also carried 600,000 warrants to
       purchase common shares at 85% of the closing price at the date of the
       note. The interest and principal on this note totaling $326,466 is in
       default. At the time of issuance, the notes had a beneficial conversion
       feature of $77,162 and the warrants were valued at $222,838, both of
       which were accounted for as a discount and was fully amortized at April
       30, 2004. The balance at April 30, 2004 was $300,000.

       In June 2003, the Company issued a note to Robert McCoy, a non-related
       individual for $150,000 payable in one year. The note bore interest at
       12% per annum, payable quarterly with the principal due at maturity. The
       note also carried 300,000 warrants to purchase common shares at 85% of
       the market at the closing price on the date of the note. The interest and
       principal on this note totaling $162,526 is in default. At the time of
       issuance the note had a beneficial conversion feature of $68,295 and the
       warrants were valued at $55,290, both of which were accounted for as a
       discount and was fully amortized at April 30, 2004. The balance at April
       30, 2004 was $150,000.

       In January 2004, the $300,000 note holder requested conversion of their
       notes plus accrued interest of $26,823, pursuant to the default


                                       7
<PAGE>
                NEOMETRIX TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           APRIL 30, 2004 (UNAUDITED)

       provisions of the notes. The 1,943,249 common shares that would be
       required have not been issued. The lender was informed that the Company
       believes there was no benefit received by the Company and therefore will
       not honor the debt nor its request for conversion. In February 2004, the
       $150,000 note holder requested conversion of their note plus accrued
       interest of $12,526, pursuant to the default provisions of the note. The
       lender has been notified that the Company believes that only $25,000 was
       a benefit to the Company and will not honor the remainder of the debt or
       its requested conversion. The conversion would have resulted in 1,080,375
       common shares being issued. The Company is presently negotiating with
       both note holders to settle these matters.

       An additional note for one year on $40,000 from the President of the
       Company was received in December 2003. The note bears interest at 7% per
       annum payable quarterly and the principal is all due at maturity. The
       Company paid $10,000 on this note during April 2004 leaving a balance at
       April 30, 2004 of $30,000 and is included in note payable - related
       party.

       In the six months ended April 30, 2004, the Company received $513,100 of
       purchase order financing. The financing source (the Company's majority
       stockholder) contributed $513,100 for 15 days at 18% per annum for a
       fifteen-day period. Each note can be replaced with a new note against
       specific purchase orders. The balance due on these notes at April 30,
       2004 is $251,500.

       The balance of additional funding at April 30, 2004 of $459,949 came from
       the factoring of certain receivables through the agreement between AMS
       Systems, Inc. and Marquette Financial, Inc. f/k/a KBK Financial, Inc. The
       agreement allows a maximum of $2,500,000 of accounts receivable factoring
       of pre-approved customers at any one time. The factor advances 80% of the
       receivables accepted. The fees are a fixed discount at 1% per invoice and
       a have a variable rate, currently at 7% per annum, for the actual days
       between funding and the payment by the customer to the Company at a lock
       box administered by Marquette Financial, Inc. The reserve is paid to AMS
       Systems, Inc. within three days of the receipt of the payment by
       Marquette Financial, Inc. This balance of $459,949 is presented as factor
       payable on the balance sheet presented herein.

NOTE 4 EQUITY

       On April 1, 2003, the Company acquired $250,000 in cash and the assets of
       Zeosoft, Inc. for 8,720,000 common shares valued at $.70 per share or
       $6,104,000 which represents the closing trading price of the Company's
       stock on the date of the transaction. The results of this acquisition
       would have been included the consolidated financial statements had the
       operations not been discontinued and subsequently sold on September 1,
       2003 to Sylvester Technology Group, Inc. n/k/a Zeosoft Technology Group,
       Inc. (whose majority stockholder is now the Company's majority
       stockholder and Chairman of the Board) for the return of 1,249,065 common
       shares of the Company's common stock valued at $.20 per share or $249,813
       which represents the closing trading price of the Company's stock on the


                                       8
<PAGE>
                NEOMETRIX TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           APRIL 30, 2004 (UNAUDITED)

       date of the transaction and the forgiveness of all loans, accrued
       interest, and accounts payable totaling $1,400,188.

       The following table presents the allocation of the acquisition cost to
       the assets acquired:

       Cash                                 $  250,000
       Software, Patents and Trademarks      4,200,000
       Workforce                               746,864
       Deposits                                  7,136
       Customer List                           900,000

       Total acquisition value              $6,104,000

       During the quarter ended July 31, 2003, the Company performed an
       impairment analysis in relation to these assets. The subsequent departure
       of three board members who were involved in the acquisition of the
       Zeosoft assets caused the Company to reassess its strategy relative to
       the purchased assets. The Company's review determined that these assets
       required an impairment of $4,001,000 based on the Company's then
       negotiations to sell the assets.

       In March 2004 the Company issued 3,893,972 additional shares of
       restricted common stock pursuant to the terms and conditions of the
       Zeosoft acquisition in April 2003. These shares were required because the
       representations and warranties in the purchase agreement required that
       not more than twelve million shares, post reverse split be outstanding
       after the issuance of the purchase shares at closing. In fact more than
       seventeen million shares were outstanding at that time and the seller
       made the claim for additional shares to maintain the intended ratio. The
       Company issued these shares to the former majority stockholder of
       Zeosoft, who is now the Company's majority stockholder and Chairman of
       the Board. These shares were valued at $2,725,780 (the $.70 per share
       value at the date of the original April 2003 transaction) and charged
       this amount as a current year loss on discontinued operations.

       In November 2003, the former President of the Company returned 357,143
       per the agreement at his resignation. The Company chose to cancel these
       shares.

NOTE 5 GOING CONCERN

       The Company's condensed consolidated financial statements have been
       presented on the basis that it is a going concern, which contemplates the
       realization of assets and the satisfaction of liabilities in the normal
       course of business. The Company has a net loss of $1,489,118, and a
       negative cash flow from operations of $829,888 for the six months ended
       April 30, 2004, and a working capital deficiency of $858,670, and a
       stockholders' deficiency of $818,684 at April 30, 2004. These matters
       raise substantial doubt about its ability to continue as a going concern.
       The consolidated financial statements do not include any adjustments that


                                       9
<PAGE>
                NEOMETRIX TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           APRIL 30, 2004 (UNAUDITED)

       might be necessary if the Company is unable to continue as a going
       concern.

       The Company is also in default of various notes payable (see Note 3).

       The Company plans to expand its current operations as a systems
       integrator. Management believes that actions presently taken to expand
       its future operations and raise capital provide the opportunity for the
       Company to continue as a going concern.

NOTE 6 SUBSEQUENT EVENTS

       The Company is currently negotiating additional purchase order financing
       that would provide the required capital to expand the sales of AMS
       Systems, Inc. subsidiary. The financing is expected to be completed
       during June 2004. The terms provide for not less than $2,500,000 in
       funding on a revolving basis at an effective rate of 1.21% of the
       customer invoice.

       In June 2004 the Company was successful in re-establishing a Product
       ReMarketer Agreement with Dell Marketing LLP. This agreement provides
       that AMS Systems, Inc. can sell Dell branded hardware, provide Dell
       service and sell other peripherals, software and third party software
       purchased through Dell. The Company made a commitment to purchase at
       least Eleven Million Dollars through Dell in the year following June 1,
       2004. This agreement provides the maximum discounts allowed by Dell to
       any of its re-marketers and poises the Company for its anticipated
       growth. The term is one year with automatic one year renewals as long as
       the contract terms have been adhered to by AMS Systems, Inc.


                                       10
<PAGE>

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

The following discussion and analysis should be read in conjunction with our
financial statements and the accompanying notes. The following discussion and
analysis contains forward-looking statements, which involve risks and
uncertainties in the forward-looking statements. These forward-looking
statements may be impacted, either positively or negatively, by various factors
and our actual results may differ significantly from the results, expectations
and plans discussed. This Report contains "forward looking statements" relating
to our company's current expectations and beliefs. These include statements
concerning operations, performance, financial condition, anticipated
acquisitions and anticipated growth.

Without limiting the generality of the foregoing, words such as "may", "will",
"would", "expect", "believe", "anticipate", "intend", "could", "estimate", or
"continue", or the negative or other variation thereof or comparable terminology
are intended to identify forward-looking statements. These statements by their
nature involve substantial risks and uncertainties which are beyond our
company's control. Should one or more of these risks or uncertainties
materialize or should our company's underlying assumptions prove incorrect,
actual outcomes and results could differ materially from those indicated in the
forward-looking statements.

General

Management continued to focus on the operations of AMS Systems during the six
months of fiscal 2004. The Company's future prospects are expected to be the
growth of AMS Systems through expanded marketing efforts, joint ventures or
acquisitions in its product market. The Company expects to expand into federal
government sales in ventures with current federal government contractors. In
January 2004, the Company expanded its marketing staff to seek additional
customers within state agencies and local governments in Maryland. We also
embarked on a program of improving relationships with current customers to
become their solutions source for computer hardware, storage, software, security
and service. We have also begun to actively search for potential synergistic
acquisitions and joint ventures to expand our operations outside of the mid
Atlantic region. In April 2004 AMS Systems was awarded a new three year contract
with the City of Baltimore to provide computers and peripherals. The contract is
expected to provide not less than $6,000,000 in revenue during its term. Dell
Marketing LLP has provided a new remarketer agreement to AMS Systems to
facilitate this contract. The reseller contract provides the maximum discounts
offered to any reseller by Dell.

Results of Operations

Revenues for the three and six month period ended April 30, 2004 were $2,251,544
and $4,169,970 while total cost of goods sold was $1,972,732 and $3,639,449.
This compares with revenues of $1,633,054 and 3,002,000 while total cost of
goods sold were $1,377,070 and $2,612,104 for the three and six months ended
April 30, 2003. The sales increased after receivables financing was obtained in
mid December, previously sales had been restricted by the lack of cash or


                                       11
<PAGE>

financing available to fulfill orders. The increase is expected to continue with
the improvements in customer and supplier relationships and new long term
contracts. Budget constraints at the State of Maryland and in various county
governments may restrain immediate substantial growth. However, current quotes
are 82% of last year's sales. While there can be no assurance that the quotes
will convert to sales we expect more than half to be concluded before summer.

Selling, general and administrative expenses decreased to $397,935 and $704,633
for the three and six months ended April 30, 2004 from $1,315,743 and 1,723,057
for the three and six months ended April 30, 2003. This trend should continue
throughout the fiscal year as operational expenses at our AMS Systems, Inc.
subsidiary have been reduced by more than 50% compared to last fiscal year and
no stock or other compensation is expected to be issued for consulting
contracts. We also expect the Company overhead to be substantially reduced with
the only increased expenses to come from costs associated with pursuing
acquisitions or joint ventures. The loss from operations was $123,499 and
$182,962 for the three and six month period ended April 30, 2004 as compared to
losses from operations of $1,061,473 and $1,334,815 for the corresponding period
ended April 30, 2003. It is evident that the cost containment measures
implemented in November 2003 have had their desired effect. The Company now
operates all entities on a pay as you go basis indicating that if sufficient
cash flow is unavailable no additional expenses can be incurred unless there is
a corresponding increase in cash flow to facilitate the payment of such
expenses.

For the three months and six months ended April 30, 2004 we recorded net losses
of $2,950,937 and $1,489,118. This compares with a net loss of $1,070,195 and
$1,347,029 during the corresponding prior period. The loss from continuing
operations for the three months ended April 30, 2004 was primarily due to
additional financing expenses and a decrease in gross profit margin due to the
product mix sold. The increase in income from continuing operations for the
six-months was primarily from the forgiveness of debt realized in the settlement
and completion of payment terms with our main supplier of computers and other
settlements. . The significant increase in net losses for the three and six
months ended April 30, 2004 is attributable to a $2,725,780 in current year
charges for discontinued operations from the prior fiscal year related to the
additional issuance of common shares that should have been issued the previous
year.

Liquidity and Capital Resources

As of April 30, 2004, the Company had cash and certificate of deposit of
$164,419, net accounts receivable of $1,893,402 and total current assets of
$2,244,943. The Company had property, plant and equipment (net of depreciation)
of $37,380. Total assets were $2,308,792. As of October 31, 2003 the Company had
cash of $56,274 and net accounts receivable of $447,045, and total current
assets of $874,172. Property, plant and equipment was $46,230 and net investment
securities totaled $29,515. Total assets were $965,992. The increase in assets
was directly attributable to the increase in accounts receivable, cash and
certificate of deposit. The additional accounts receivable came from increased
sales and the trend is expected to continue throughout the current fiscal year
as our pipeline of quotes has increased to approximately 82% of last years'
annual sales.

                                       12
<PAGE>

Our accounts payable and accrued expenses increased to $1,380,609 primarily
because of increased payables related to sales. Total current liabilities were
$3,103,613 as of April 30, 2004 as compared to $2,978,816 as of October 31,
2003. The increase was due mainly to the increasse in future payable offset by
the payment on accounts payable, the forgiveness of other current debt (see Note
3). The Company is consistently reducing prior debt with the only trend upward
expected to be accounts and factor payables as they relate directly to increased
sales.

As of April 30, 2004, the Company had an agreement to factor receivables with a
maximum of $2,500,000 at any time. The factor advances 80% of the value of each
pre approved invoice factored and charges fixed fees of 1% and a variable rate,
currently at 7%. The reserve less fees is returned to the Company within three
days of the receipt of payment from the customer by KBK Financial, Inc. This
factoring commitment expires in December 2005. The balance due the factor at the
date of filing is approximately $223,754.

The Company also received purchase order financing of $513,100 from the
Company's majority stockholder and notes payable from related parties of $30,000
during the six month period ended April 30, 2004. $513,100 was for specific
orders for 15 days and may be used on a recurring basis with a new short term
note written for each specific order. This method is expected to become a
commitment of $300,000 for one year plus a commitment for all purchase orders in
excess of this agreement and the Company's then current cash and credit
facilities in April 2004.

Additional financing of $50,000 was obtained from an employee of the Company in
March 2004. The note is for one year with interest payable monthly at a rate of
8% per annum. The Company President and Chief Financial Officer use personal
credit cards to facilitate orders on a rotating basis. The available credit set
aside for the Company is $60,000. The balance due on these cards was $48,432 at
April 30, 2004. These balances have been included in the accounts payable.

As of April 30, 2004, we have a working capital deficiency of $858,670, negative
cash flow from operating activities of $829,888 and an accumulated deficit from
operations of $42,038,608. While management remains optimistic that sales will
continue to grow with AMS, the Company's working capital deficiency will likely
require the Company to obtain additional financing agreements (see Note 6),
issue additional debt or equity securities. The Company does not have an
adequate source of financing that would sustain through the coming twelve
months. The consolidated financial statements as presented have been presented
without any adjustment as to the going concern issue (see Note 5). There can be
no assurance that the Company will be successful in any future financings or
that the financing can be obtained on favorable terms.

ITEM 3.  CONTROLS AND PROCEDURES

Based upon the Evaluation of Disclosure controls and procedures as of April 30,
2004, the evaluation date, the Company's Chief Executive Officer indicates that
controls and procedures of the Registrant designed to ensure that information
required to be disclosed by it in this report filed pursuant to the Securities
Exchange Act of 1934 as amended, are in place.

                                       13
<PAGE>

Changes in Internal Controls: In order to facilitate the control of information
through the Company's Chief Executive Officer, its certifying officer under this
Item, additional restrictions on changes to existing relationships, new
relationships and flow of funds have been instituted as of the evaluation date.
New accounting procedures and software will be implemented during the next
fiscal year.

Part II Other Information

Item 1. Legal Proceedings

        No new material litigation has been instituted against the Company.

Item 2. Change in Securities

        None

Item 3. Defaults Upon Senior Securities

        None

Item 4. Submission of Matters to a Vote of Security Holders

        None.

Item 5. Other Information

        None.

Item 6. Exhibits and Reports on Form 8-k

        (a) Exhibits.

            31.1     Certification
            32.1     Certification

                                       14
<PAGE>

SIGNATURES

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

Neometrix Technology Group, Inc.

/s/ Norman J. Birmingham
------------------------
BY: Norman J. Birmingham, President, Chief Financial Officer and Director
Dated: This 22nd day of June 2004

                                       15