<PAGE> 1
                    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 Quarter Ended:   June 30, 2004

[ ]     Transition Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934

        For the Transition Period from _____________ to ____________

                    Commission File Number   0-25873
                                             -------

                       POWERBALL INTERNATIONAL, INC.
               ----------------------------------------------
               (Name of Small Business Issuer in its charter)

          Utah                                             84-1431425
-------------------------------                    --------------------------
(State or other jurisdiction of                    (I.R.S. Employer I.D. No.)
 incorporation or organization)

              135 Waterford Circle, Rancho Mirage, California 92270
              -----------------------------------------------------
              (Address of principal executive offices and Zip Code)

                                 (760) 202-3353
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

                2095 West 2200 South, West Valley City, Utah 84119
           ----------------------------------------------------------
          (Former address of principal executive offices and Zip Code)

     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.

(1)  Yes X    No     (2)  Yes X     No
        ---     ---          ---      ---

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

Common Stock, Par Value $0.001                          5,303,781
--------------------------------                ----------------------------
       Title of Class                           Number of Shares Outstanding
                                                as of June 30, 2004

<PAGE>
<PAGE> 2
                         PART I FINANCIAL INFORMATION

                        ITEM 1.  FINANCIAL STATEMENTS

                   POWERBALL INTERNATIONAL, INC. AND SUBSIDIARY


                            FINANCIAL STATEMENTS
                                (UNAUDITED)


     The financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted.
However, in the opinion of management, all adjustments (which include only
normal recurring accruals) necessary to present fairly the financial position
and results of operations for the periods presented have been made.  These
financial statements should be read in conjunction with the accompanying
notes, and with the historical financial information of the Company.


<PAGE>
<PAGE> 3
POWERBALL INTERNATIONAL, INC. AND SUBSIDIARY
(Development Stage Companies)
CONSOLIDATED BALANCE SHEETS

                                                     June 30,    December 31,
                                                       2004         2003
                                                   -----------   -----------
          ASSETS

CURRENT ASSETS
 Cash in bank                                     $     13,608  $     43,559
                                                   -----------   -----------
   Total Current Assets                                 13,608        43,559
                                                   -----------   -----------
PROPERTY AND EQUIPMENT
 Equipment                                              11,359        11,359
 Leasehold improvements                                 23,923        23,923
                                                   -----------   -----------
                                                        35,282        35,282
 Less accumulated depreciation                         (31,042)      (30,072)
                                                   -----------   -----------
                                                         4,240         5,210
                                                   -----------   -----------
OTHER ASSETS
 Patents and assigned technology, net of
  amortization of $13,954 and $12,608                   37,249        38,595
                                                   -----------   -----------
   Total Other Assets                                   37,249        38,595
                                                   -----------   -----------
TOTAL ASSETS                                      $     55,097  $     87,364
                                                   ===========   ===========
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts payable                                 $      2,245  $     13,904
 Accrued and deferred liabilities                            -         1,695
                                                   -----------   -----------
   Total Current Liabilities                             2,245        15,599
                                                   -----------   -----------

STOCKHOLDERS' EQUITY
 Common stock; $.001 par value, 25,000,000 shares
  authorized, 5,303,781 issued and outstanding           5,304         4,854
 Capital in excess of par value                      3,272,458     3,250,408
 Earnings (deficit) accumulated during the
  development stage                                 (3,224,910)   (3,183,497)
                                                   -----------   -----------
   Total Stockholders' Equity                           52,852        71,765
                                                   -----------   -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $     55,097  $     87,364
                                                   ===========   ===========



The accompanying notes are an integrated part of these consolidated financial
statements.

<PAGE>
<PAGE> 4
POWERBALL INTERNATIONAL, INC. AND SUBSIDIARY
(Development Stage Companies)

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>

                                               For the       For the       For the       For the     (Deficit)
                                              3 months      3 months      6 months      6 months    Accumulated
                                               Ended         Ended         Ended         Ended      During the
                                              June 30,      June 30,      June 30,      June 30,    Development
                                                2004          2003          2004          2003         Stage
                                            -----------   -----------   -----------   -----------   -----------
<S>                                      <C>           <C>           <C>           <C>           <C>
REVENUE                                    $          -  $          -  $          -  $          -  $          -
                                            -----------   -----------   -----------   -----------   -----------
EXPENSES
 Equity in loss from limited
  liability company                                   -             -             -             -       446,549
 General and administrative                       1,838        20,204        11,295        37,891       737,273
 Professional fees                                1,006        24,380        11,146        44,790       797,147
 Depreciation and amortization expense            1,158         1,272         2,316         2,544        44,211
 Research and development                        (3,984)       80,922        16,597       183,507     1,200,828
                                            -----------   -----------   -----------   -----------   -----------
                                                     18       126,778        41,354       268,732     3,226,008
                                            -----------   -----------   -----------   -----------   -----------
OPERATING LOSS                                      (18)     (126,778)      (41,354)     (268,732)   (3,226,008)

OTHER INCOME AND EXPENSE
 Interest and other income                            -           217            41         1,467        19,540
 Asset writedown                                      -             -             -             -        (3,497)
 Limited sales of tanks, net of direct
  production costs of $1,046                          -             -             -             -        13,003
                                            -----------   -----------   -----------   -----------   -----------
INCOME (LOSS) BEFORE INCOME TAXES                   (18)     (126,561)      (41,313)     (267,265)   (3,196,962)
 Minimum State franchise tax                        100           122           100           122           722
                                            -----------   -----------   -----------   -----------   -----------
NET INCOME (LOSS) BEFORE CUMULATIVE
EFFECT OF ACCOUNTING CHANGE                        (118)     (126,683)      (41,413)     (267,387)   (3,197,684)

Cumulative effect of accounting change for
organization costs                                    -             -             -             -       (27,226)
                                            -----------   -----------   -----------   -----------   -----------
NET INCOME (LOSS)                          $       (118) $   (126,683) $    (41,413) $   (267,387) $ (3,224,910)
                                            ===========   ===========   ===========   ===========   ===========
EARNINGS (LOSS) PER SHARE BEFORE
ACCOUNTING CHANGE                          $      (0.00) $      (0.03) $      (0.01) $      (0.06) $      (1.18)
                                            ===========   ===========   ===========   ===========   ===========
CUMULATIVE EFFECT OF ACCOUNTING CHANGE     $      (0.00) $      (0.00) $      (0.00) $      (0.00) $      (0.01)
                                            ===========   ===========   ===========   ===========   ===========
EARNINGS (LOSS) PER SHARE                  $      (0.00) $      (0.03) $      (0.01) $      (0.06) $      (1.19)
                                            ===========   ===========   ===========   ===========   ===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES      4,858,726     4,503,781     4,856,254     4,449,693     2,704,003
                                            ===========   ===========   ===========   ===========   ===========
</TABLE>






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

<PAGE>
<PAGE> 5

POWERBALL INTERNATIONAL, INC. AND SUBSIDIARY
(Development Stage Companies)

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
                                                                          For the       For the     Cumulative
                                                                         6 Months      6 Months     During the
                                                                         June 30,      June 30,     Development
                                                                           2004          2003         Stage
                                                                        -----------   -----------   -----------
<S>                                                                  <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net (loss)                                                        $    (41,413) $   (267,387) $ (3,224,909)
     Adjustments to reconcile net (loss) to net cash provided
     by operating activities
     Cumulative change in accounting principle                                    -             -        27,226
     Stock issued for services                                                    -             -       711,980
     Expense stockholder loan                                                     -             -         6,294
     Decrease in investment in limited liability company                          -             -       446,548
     Depreciation and amortization                                            2,316         2,544        47,712
     Changes in assets and liabilities
          Decrease (Increase) in prepaid expenses                                 -         1,807             -
          Decrease (Increase) in officer receivable                               -         7,200             -
          Decrease (Increase) in subscription receivable                          -        40,000             -
          Decrease (Increase) in refund receivable                                -           289             -
          Increase in supplies                                                    -             -           972
          Increase in organization costs                                          -             -       (28,465)
          Increase (Decrease) in accounts payable                           (11,659)        6,430       (19,673)
          (Decrease) Increase in accounts payable - stockholder                   -          (370)            -
          (Decrease) Increase in accrued expenses                            (1,695)         (997)         (190)
                                                                        -----------   -----------   -----------
          Net cash (used) by operating activities                           (52,451)     (210,484)   (2,032,505)
                                                                        -----------   -----------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES
     Acquisition of joint venture partner - net of cash                           -             -        17,016
     Related party loans                                                          -             -      (509,000)
     Investment in limited liability company                                      -             -      (250,000)
     Purchase of equipment and leasehold improvements                             -             -       (16,656)
     Additional patent costs                                                      -             -       (31,687)
                                                                        -----------   -----------   -----------
          Net cash provided (used) by investing activities                        -             -      (790,327)
                                                                        -----------   -----------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES
     Sale of common stock                                                    22,500       209,000     2,887,500
     Direct costs of stock sale                                                   -             -       (51,060)
                                                                        -----------   -----------   -----------
          Net Cash Provided By Financing Activities                          22,500       209,000     2,836,440
                                                                        -----------   -----------   -----------
NET INCREASE (DECREASE) IN CASH                                             (29,951)       (1,484)       13,608

CASH - BEGINNING OF PERIOD                                                   43,559        55,067             -
                                                                        -----------   -----------   -----------
CASH - END OF PERIOD                                                   $     13,608  $     53,583  $     13,608
                                                                        ===========   ===========   ===========
SUPPLEMENTAL INFORMATION
     Interest paid during the period                                   $          -  $          -  $          -
                                                                        ===========   ===========   ===========
     Income taxes paid during the period                               $          -  $        122  $      1,844
                                                                        ===========   ===========   ===========
     Stock issued to pay royalties and expenses of related entity      $          -  $          -  $     97,000
                                                                        ===========   ===========   ===========
     Stock issued to pay finders fee                                   $          -  $          -  $    743,274
                                                                        ===========   ===========   ===========
     Stock issued to acquire Powerball Industries, Inc.                $          -  $          -  $   (370,658)
                                                                        ===========   ===========   ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.

<PAGE>
<PAGE> 6
POWERBALL INTERNATIONAL, INC. AND SUBSIDIARY
 (Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization - The Company was incorporated on July 9, 1997 under the laws of
the State of Utah. At the present time, the Company and its subsidiary are in
the development stage. The Company was formed for the purpose of raising
capital to invest in a joint venture which acquired a license to certain
technology relating to the production of hydrogen, to generate hydrogen for
sale, and to market hydrogen generating equipment and products. During the
beginning of the second quarter ended June 30, 2000, the Company acquired the
remaining 50% interest in Powerball Technologies, LLC, for 1,500,000 shares of
the Company's common which was issued to the other joint interest member. At
that time, Powerball Technologies, LLC became a wholly owned subsidiary of the
Company.  The Company, through its wholly-owned subsidiary and prior to the
year 2000 its joint venture, is involved in research and development efforts
of commercializing the technology.

Consolidation policy - Prior to the acquisition, the Company accounted for its
investment in the Limited Liability Company using the equity method of
accounting. The acquisition has been accounted for using the purchase method
of accounting.   The consolidated balance sheet, statement of operation, and
statement of cash flows at June 30, 2004 and December 31, 2003, include the
accounts of Powerball International, Inc. (Company) and its wholly-owned
operating subsidiary, Powerball Technologies, LLC.  Intercompany transactions
and balances have been eliminated in consolidation.

Amortization of Organization Costs - The Company was amortizing its
organization costs over a  sixty (60) month period using the straight-line
method.  In 1998, the Accounting Standards Executive Committee (AcSEC) of the
American Institute of Certified Public Accountants issued Statement of
Position (SOP) 98-5. "Reporting on the Costs of Start-up Activities."  The SOP
requires costs of start-up activities and organization costs to be expensed as
incurred.  During 1999, the Company adopted the SOP and recognized a charge
for the cumulative effect of accounting change of $27,226.

Intangible Asset - At the time of the acquisition, the patent technology held
by the joint venture was assigned to the Company and was recorded at the
historical cost as recorded on the books of the Subsidiary. This cost plus
additional costs related to the technology obtained are being amortized over
ten years on a straight-line basis.

Income Taxes - The Company provides for income taxes based on the liability
method, which required recognition of deferred tax assets and liabilities
based on differences between financial reporting and tax bases of assets and
liabilities measured using enacted tax rates and laws that are expected to be
in effect when the differences are expected to reverse.

<PAGE>
<PAGE> 7
POWERBALL INTERNATIONAL, INC. AND SUBSIDIARY
 (Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Use of Estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires 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 reported amounts
of revenue and expenses during the reporting period. Actual results could
differ from those estimates.

Cash and Cash Equivalents - For purposes of the statement of cash flows, the
Company considers all investment instruments purchased with maturity of three
months or less to be cash equivalents.

Net Income (Loss) Per Common Share - Basic earnings (loss) per common share
(EPS) is calculated by dividing net income (loss) for the period by the
weighted average number of the Company's common shares outstanding and, if
applicable, EPS is computed by dividing net income by diluted common
equivalent shares from stock options and warrants, as calculated using the
treasury stock method.

Fully diluted earnings per common share reflect the calculation of the number
of common equivalent shares based on the stock price at the end of the period.
Fully diluted per common share amounts are not reported because the Company
has had losses for every period since inception and thus a diluted earnings
per share computation would be antidilutive for June 30, 2004 and December 31,
2003.  Per Financial Accounting Statement No. 128 if there is a loss from
continuing operations, diluted EPS is the same as basic EPS.

Issuance of Shares for Services and Other Expenses - Valuation of shares
issued for royalties, services and expenses of the Company and in behalf of
its joint venture partner, prior to its acquisition, were based on the fair
market value of the above items at the time of issuance

Research and Development Costs - Research and Development costs to both future
and present products are charged to operations as incurred


NOTE 2 - RECEIVABLE - RELATED PARTY

Prior to the business combination, the Company had a receivable from a related
party that was an unsecured non-interest bearing loan, which had no repayment
terms.   The Company now accounts for the related party loan as an
intercompany transfer and is eliminated in consolidation.  The receivable was
due from Powerball Technologies, LLC (A Development Stage Company).  Powerball
International, Inc. was a 50% owner of Powerball Technologies, LLC, until the
second quarter 2000 merger.



<PAGE>
<PAGE> 8
POWERBALL INTERNATIONAL, INC. AND SUBSIDIARY
 (Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 3 - BUSINESS COMBINATION

The Company in the third quarter ended September 30, 2000 completed its plan
of merger with Powerball Technologies, Inc. (PIC) in a business combination
accounted for as a purchase.  The Company acquired the net assets of PIC for
1,500,000 shares of the Company's common stock.  PIC's only business activity
was its joint interest investment in Powerball Technologies, LLC.   The merger
caused Powerball Technologies, LLC (Tech) to become a wholly-owned subsidiary
of the Company.  The result of operations of Tech is included in the financial
statements since the first day of the quarter ended June 30, 2000.  The merger
was recorded at historical cost values and thus there is no amortization of
the cost of the merger over the fair value of the net assets of PIC.

NOTE 4 - INVESTMENT IN LIMITED LIABILITY COMPANY

The Company and Powerball Industries, Inc. formed a limited liability company
called Powerball Technologies, LLC (LLC) to license the Technology; to further
develop the Technology; to build a sodium hydride pellet recycling plant; to
manufacture tanks in which hydrogen is generated; to demonstrate the
commercial viability of the Technology; and to commercialize the Technology.
Powerball Industries, Inc. assigned the Technology License to the LLC for a
50% ownership interest in the LLC. The Company invested $250,000 in the LLC
for a 50% ownership interest.  The LLC is a development Stage Company.
Through the quarter ended March 31, 2000, equity in the loss of the LLC was
recognized in the Company's financial statements.

NOTE 5 - STOCK OFFERINGS AND COMMON STOCK TRANSACTIONS

On January 22, 2001, the Company completed a subscription agreement for a
private placement of 150,000 units at $4.00 per unit, each unit consisting of
1 unit of common stock and 1 warrant to purchase 1 share of stock at an
exercise price of $6.00, exercisable for two years from the date of issuance.
The total subscription price was $600,000 and was paid by the issuance of a
promissory note for the same amount.  The note was to be paid in monthly
installments of $50,000, $50,000, $50,000, $100,000, $150,000 and $200,000 at
the end each month starting with February 2001.   The note was unsecured,
carried no interest and was subject to prepayment.  The shares under the
subscription would be held in escrow until the note was satisfied.   As of
March 31, 2001 the subscription receivable had a balance of $550,000.  In
connection with the private placement, the Company was to pay a finder's fee
to an individual consisting of 15,000 shares of restricted common stock and a
warrant to purchase up to 15,000 shares of common stock on the same terms as
the above private placement warrants.  This fee was treated as a direct cost
of the private placement.  In June 2001, the Company cancelled the
subscription agreement for nonpayment in the amount of $550,000.  A total of
13,750 shares were issued under agreement for payments prior to the
cancellation, 1,250 of the shares issued represented the finder's fee.  The
recipient of the finder fees became a Officer of the Company.  Direct costs of
this private placement were $5,000.

<PAGE>
<PAGE> 9
POWERBALL INTERNATIONAL, INC. AND SUBSIDIARY
 (Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 5 - STOCK OFFERINGS AND COMMON STOCK TRANSACTIONS (continued)

During October and November of 2001, the Company completed two separate
private placements of its common stock.  Under the October private placement,
it sold 356,000 shares of common stock at $1.00 per share for $356,000.  Under
the November private placement, it sold 161,000 shares of common stock at
$2.50 for $402,500.  Direct costs associated with these private placements
were $6,512.

During February, October and November of 2001, 110,000 warrants were exercised
at a $1.00 per share for a total amount of $110,000.  Of this amount, $10,000
was received in the year 2000 and was treated as a deferred liability for that
year.  Consideration for 20,000 of the above warrants exercised was provided
by services rendered to the Company by an officer and stockholder.

During October 2001, an officer and director of the Company was issued 100,000
shares of common stock valued at $150,000.  During December 2001, another
officer of the Company was issued 10,000 shares of common stock valued at
$33,000.  During October 2001, a vendor was issued 100,000 shares of common
stock for services to be rendered per an agreement between the vendor and the
Company.  The shares issued were valued at $190,000.

From January to June 2002, warrants for 130,000 shares of common stock were
exercised at $1.00 per share were exercised for a total amount received of
$130,000.

During March, April and June of 2002, 192,500 warrants were exercise at $1.00
per share for a total amount of $192,500.  Of this amount $90,000 was
exercised for cash, a subscription of $40,000, and $62,500 was exercised as
compensation to certain officers and directors of the Company.   During March
2002, 50,000 shares were issued upon exercise of the same number of $1.00
options as compensation to a director of the Company.  During December 2002,
24,031 shares of Common stock were issued to a consultant as payment for
services rendered.  The shares were issued at a fair value of $2.60 per share
for a total compensation of $62,480.

The Board of Directors of the Company approved a private placement of up to
800,000 units priced at $1.90 per unit, each unit consisting of one share of
restricted common stock and one warrant for the purchase of restricted common
stock at $2.50 per share exercisable for two years.  During March of 2003, the
Company sold 110,000 units of the private placement for $209,000.

During August 2003, an officer and director of the Company was issued 100,000
shares of common stock valued at $46,000.  Also, during August 2003, another
officer and director of the Company was issued 50,000 shares of common stock
valued at $23,000.  The 150,000 shares were issued for services rendered to
the Company.  The shares were issued at a fair value of $0.46 per share for a
total compensation of $69,000.

<PAGE>
<PAGE> 10
POWERBALL INTERNATIONAL, INC. AND SUBSIDIARY
 (Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 5 - STOCK OFFERINGS AND COMMON STOCK TRANSACTIONS (continued)
During September 2003, the Company completed a private placement of its common
stock.  Under the September private placement, it sold 200,000 shares of
common stock at $0.50 per share for $100,000.

During May 2004, the Board of Directors of the Company approved a private
placement of up to 2,000,000 shares priced at $0.05 per share.  During May of
2004, the Company sold 450,000 shares to an officer and director for $22,500.

NOTE 6 - INCOME TAXES

Due to losses at December 31, 2003, the Company had no income tax liability
and thus no provision for taxes was recorded.  The Company had a deferred tax
benefit of $2,479 derived from the amortizing of organization costs for tax
reporting and expensing of organization costs for financial reporting
purposes.  At December 31, 2003, the Company has a net operating loss
carryforward of approximately $3,183,497 which will expire between the years
2012 and 2022.  A Valuation allowance of $955,050 has been established for
those tax credits which are not expected to be realized, therefore no deferred
tax asset has been provided as of December 31, 2003.

The Subsidiary which is a Limited Liability Company is not a tax paying entity
for Federal or State income tax purposes and, thus, no income tax expense has
been recorded. Instead, its earnings and losses since the merger are included
in the Parent's income tax return.

NOTE 7 - DEVELOPMENT STAGE COMPANY AND GOING CONCERN

The Company and its subsidiary are development stage companies as defined in
Financial Accounting Standards Board Statement No. 7.  They have yet to
commence full-scale business operations.  From inception through the date of
these financial statements, the Company and its Subsidiary did not have any
net income form operations.  At the current time, the Company has a deficit
accumulated during the development stage of $3,224,910.

Accordingly, the entity's ability to accomplish it business strategy and to
ultimately become profitable is at this time dependent on the success of its
subsidiary's future ability to generate significant revenue and to ultimately
achieve profitable operations.  At present most of the capital the Company has
obtained has been loaned to the subsidiary or prior joint venture.  There can
be no assurance that the Company will be able to obtain additional funding
and, if available, that the funding will be obtained on terms favorable to or
affordable or in adequate amounts needed to complete its current business plan
with its subsidiary.  The Company's management is exploring all of its options
so that if can successfully develop successful operations around its business
plan.  Ultimately, however, the Company will need to achieve profitable
operations in order to continue as a going concern.

<PAGE>
<PAGE> 11

          ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                     CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement Regarding Forward-looking Statements
---------------------------------------------------------
This report may contain "forward-looking" statements.  Examples of forward-
looking statements include, but are not limited to: (a) projections of
revenues, capital expenditures, growth, prospects, dividends, capital
structure and other financial matters; (b) statements of plans and objectives
of our management or Board of Directors; (c) statements of our future economic
performance; (d) statements of assumptions underlying other statements and
statements about us and our business relating to the future; and (e) any
statements using the words "anticipate," "expect," "may," "project," "intend"
or similar expressions.

General
-------
Due to lack of resources and available funding, our pilot sodium plant in Salt
Lake City, Utah is being decommissioned and the plant and offices have been
closed.  All employees have been laid off.  Management is making arrangements
to store the plant equipment.  Plans for any demonstration projects and/or
further development are on hold.  Management has been engaged in discussions
with several parties regarding possible joint venture arrangements or mergers
but such discussions having been in process for some time with no results to
date and no agreements have been reached.  We are in the process of seeking
alternative business combinations or mergers with entities in related and
unrelated industries but have not identified any prospects to date.
Management's intention is to maintain the public reporting status of the
company until it can locate any viable business opportunity.

Results of Operations
---------------------
Three and Six Months Ended June 30, 2004 compared with 2003
-----------------------------------------------------------
Revenues.  Since no funding has been forthcoming on any projects relating to
th licensing of the Technology and/or manufacturing and sale of hydrogen
generation systems, any future revenues are most likely dependent on the
business operations of a merger candidate. Since we have no agreements in
place for such a merger, we cannot predict when or if any revenues may be
generated.  We had no revenues for the three and six months ended June 30,
2004 and have had no revenues since July 9, 1997 ("Inception").

Operating Expenses.  For the three and six months ended June 30, 2004, we had
operating expenses of $18 and $41,354, respectively, compared to $126,778 and
$268,732 for the prior year periods.  The decrease in operating expenses in
2004 compared to 2003 is attributable to decreases general and administrative
expenses, professional fees, and in research and development expenses.  In the
three months ended June 30, 2004, a research and development consultant who
had been accruing expenses, forgave his consulting expenses during the quarter
which offset other operating expenses for the quarter.  The decrease in
operating expenses is consistent with our plans to keep operating expenses to
a minimum while we are engaged in seeking a business partner or business
combination opportunity.

We experienced a net losses of $118 and $41,413 for the three and six months
ended June 30, 2004 compared to net losses of $126,683 and $267,387 for the
prior year periods. Our net loss since inception has been $3,224,910. The net
loss per share for the six months ended June 30, 2004 was $0.01, compared to a
net loss per share $0.06 in the prior year period.  The net loss per share
since inception has been $1.19.

<PAGE>
<PAGE> 12

Liquidity and Capital Resources
-------------------------------
At June 30, 2004, we had current assets of $13,608 and current liabilities of
$2,245.  At June 30, 2004, we had property and equipment of $4,240, net of
depreciation, and patents and license agreements net of amortization, of
$37,249.

Our cash used in operations for the six months ended June 30, 2004 was
$52,451, compared to $210,484 for the same period the prior year.  Since
inception, our operations have been funded primarily by cash received from
capital contributions and the issuance of common stock for cash.

We did not engage in investing activities for the six months ended June 30,
2004 or 2003.

Cash from financing activities during the six months ended June 30, 2004
totaled $22,500, from the issuance of common stock.  In order to obtain funds
for expenses, in May 2004, our board agreed to offer restricted common stock
to our president, Robert Ipson, at $0.05 per share.  Mr. Ipson purchased a
total of 450,000 shares during period ended June 30, 2004 and may purchase
additional shares on the same terms through November 2004 if the company
requires additional funding.

Our working capital has come mainly through the sale of our securities.
Proceeds generated from the sale of our securities have funded our operations,
including continued research and development activities.  At this time,
trading activity in our stock is limited and sporadic and the company's
prospects are not promising, therefore there is little likelihood that the
company can anticipate raising funds through any additional sales of
securities.

Because no definitive agreements to utilize our technology have been reached,
management is considering all options for developing revenues, including joint
ventures, licensing arrangements and business combinations or mergers,
although no potential business partners or merger candidates have been
identified to date.

We expect that during the next year our primary expenditures will be for
the expenses and professional and related fees associated with our ongoing
reporting obligations.  Our president, Robert Ipson, is working to find a
business combination and/or merger candidate.  However, at this filing date we
do not have any agreements in place or definitive prospects.


                   ITEM 3. CONTROLS AND PROCEDURES

Our principal executive and financial officer has participated with management
in the evaluation of effectiveness of the controls and procedures required by
paragraph (b) of Rule 13a-15 or Rule 15d-15 under the Exchange Act as of the
end of the period covered by this report.  Based on that evaluation, our
principal executive and financial officer believes that our disclosure
controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under
the Exchange Act) are effective as of the end of the period covered by the
report.  There have been no changes in our internal controls that have
materially affected, or are reasonably likely to materially affect, our
internal controls over financial reporting during the period covered by this
report.

<PAGE>
<PAGE> 13
                          PART II - OTHER INFORMATION
                          ITEM 1.  LEGAL PROCEEDINGS
     None.
                        ITEM 2.  CHANGES IN SECURITIES

During the quarter ended June 30, 2004, we issued 450,000 shares of restricted
common stock to our CEO and president, Robert Ipson, for aggregate proceeds of
$22,500.  The shares issued in the foregoing transaction were issued in
reliance on the exemption from registration and prospectus delivery
requirements of the Act set forth in Section 3(b) and/or Section 4(2) of the
Securities Act and the regulations promulgated thereunder.

                   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.
        ---------
Exhibit No.     Description
-----------     -----------
   31           Certification of Principal Executive and Financial Officer
                per Section 302 of the Sarbanes-Oxley Act of 2002

   32           Certification of Principal Executive and Financial Officer
                per Section 906 of the Sarbanes-Oxley Act of 2002

 (b) Reports on Form 8-K.

     None.


                                  SIGNATURES

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

                                     POWERBALL INTERNATIONAL, INC.

Dated: August 12, 2004              By/S/Robert K. Ipson, Chairman, C.E.O.
                                     and Chief Financial Officer