<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:   September 30, 2003

[ ]     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)

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

                                 (801) 974-9120
              ----------------------------------------------------
              (Registrant's telephone number, including area 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                          4,853,781
--------------------------------                ----------------------------
       Title of Class                           Number of Shares Outstanding
                                                as of September 30, 2003

<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
                                                 September 30,  December 31,
                                                    2003            2002
                                                 (unaudited)
                                                 ------------   ------------
ASSETS

CURRENT ASSETS
 Cash in bank                                   $      81,662  $      55,067
 Prepaid expenses                                           -          1,807
 Officer receivable                                         -          7,200
 Subscription receivable                                    -         40,000
 Refund receivable                                          -            289
                                                 ------------   ------------
   Total Current Assets                                81,662        104,363
                                                 ------------   ------------
PROPERTY AND EQUIPMENT
 Equipment                                             11,359         11,359
 Leasehold improvements                                23,923         23,923
                                                 ------------   ------------
                                                       35,282         35,282
 Less accumulated depreciation                        (29,471)       (27,675)
                                                 ------------   ------------
                                                        5,811          7,607
                                                 ------------   ------------
OTHER ASSETS
 Assets held for resale - net of
  valuation allowance                                   4,000          4,000
 Patents and assigned technology, net of
  amortization of $11,049 and $9,030                   28,653         30,673
                                                 ------------   ------------
   Total Other Assets                                  32,653         34,673
                                                 ------------   ------------
TOTAL ASSETS                                    $     120,126  $     146,643
                                                 ============   ============
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts payable                               $      14,034  $      10,532
 Accounts payable - stockholder                             -            370
 Accrued and deferred liabilities                       3,071          4,331
                                                 ------------   ------------
   Total Current Liabilities                           17,105         15,233
                                                 ------------   ------------
STOCKHOLDERS' EQUITY
 Common stock; $.001 par value, 25,000,000 shares
  authorized, 4,853,781, and 4,393,781 shares
  issued and outstanding respectively                   4,854          4,394
 Capital in excess of par value                     3,250,408      2,872,868
 Earnings (deficit) accumulated during
  the development stage                            (3,152,241)    (2,745,852)
                                                 ------------   ------------
   Total Stockholders' Equity                         103,021        131,410
                                                 ------------   ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $     120,126  $     146,643
                                                 ============   ============

The accompanying notes are an integral 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      9 months      9 months     Accumulated
                                               Ended         Ended         Ended         Ended      During the
                                              Sept 30,      Sept 30,      Sept 30,      Sept 30,    Development
                                                2003          2002          2003          2002         Stage
                                            -----------   -----------   -----------   -----------   -----------
<S>                                      <C>           <C>           <C>           <C>           <C>
REVENUE                                    $          -  $          -  $          -  $          -  $          -
                                            -----------   -----------   -----------   -----------   -----------
EXPENSES
 Equity in loss from limited
  liability company                                   -             -             -             -       446,549
 General and administrative                       6,519        13,805        44,410        40,904       487,778
 Professional fees                               76,497        69,956       121,287       318,392       792,224
 Depreciation and amortization expense            1,272         1,554         3,816         4,662        35,736
 Research and development                        54,815        87,092       237,322       346,974     1,390,962
                                            -----------   -----------   -----------   -----------   -----------
                                                139,103       172,407       406,835       710,932     3,153,249
                                            -----------   -----------   -----------   -----------   -----------
OPERATING LOSS                                 (139,103)     (172,407)     (406,835)     (710,932)   (3,153,249)

OTHER INCOME AND EXPENSE
 Interest and other income                          101         1,517           568         5,575        19,350
 Asset writedown                                      -             -             -             -        (3,497)
 Limited sales of tanks, net of direct
          production costs of $1,046                  -             -             -             -        13,003
                                            -----------   -----------   -----------   -----------   -----------
INCOME (LOSS) BEFORE INCOME TAXES              (139,002)     (170,890)     (406,267)     (705,357)   (3,124,393)
 Minimum State franchise tax                          -           100           122           100           622
                                            -----------   -----------   -----------   -----------   -----------
NET INCOME (LOSS) BEFORE CUMULATIVE
EFFECT OF ACCOUNTING CHANGE                    (139,002)     (170,990)     (406,389)     (705,457)   (3,125,015)

Cumulative effect of accounting change for
organization costs                                    -             -             -             -       (27,226)
                                            -----------   -----------   -----------   -----------   -----------
NET INCOME (LOSS)                          $   (139,002) $   (170,990) $   (406,389) $   (705,457) $ (3,152,241)
                                            ===========   ===========   ===========   ===========   ===========
EARNINGS (LOSS) PER SHARE BEFORE
ACCOUNTING CHANGE                          $      (0.03) $      (0.04) $      (0.09) $      (0.17) $      (1.28)
                                            ===========   ===========   ===========   ===========   ===========
CUMULATIVE EFFECT OF ACCOUNTING CHANGE     $      (0.00) $      (0.00) $      (0.00) $      (0.00) $      (0.01)
                                            ===========   ===========   ===========   ===========   ===========
EARNINGS (LOSS) PER SHARE                  $      (0.03) $      (0.04) $      (0.09) $      (0.17) $      (1.29)
                                            ===========   ===========   ===========   ===========   ===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES      4,624,977     4,369,750     4,508,763     4,261,133     2,443,656
                                            ===========   ===========   ===========   ===========   ===========
</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
                                                          9 Months      9 Months    During the
                                                          Sept 30,      Sept 30,    Development
                                                            2003          2002         Stage
                                                        -----------   -----------   -----------
<S>                                                  <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)                                              $  (406,389) $   (705,457) $ (3,152,241)
Adjustments to reconcile net (loss) to net cash
  provided by operating activities:
 Cumulative change in accounting principle                        -             -        27,226
 Stock issued for services                                   69,000       281,250       711,980
 Expense stockholder loan                                         -             -         6,294
 Decrease in investment in limited liability company              -             -       446,548
 Depreciation and amortization                                3,816         4,662        39,237
Changes in assets and liabilities
 Decrease in prepaid expense                                  1,807             -             -
 Decrease in officer receivable                               7,200             -             -
 Decrease (increase) in subscription receivable              40,000       (40,000)            -
 Decrease in refund receivable                                  289             -             -
 Increase in supplies                                             -             -           972
 Increase in organization costs                                   -             -       (28,465)
 Increase (Decrease) in accounts payable                      3,502        22,683        (7,884)
 Decrease in accounts payable - stockholder                    (370)            -             -
 Increase in accrued expenses                                (1,260)        3,665         2,882
                                                        -----------   -----------   -----------
   Net cash (used) by operating activities                 (282,405)     (433,197)   (1,953,451)
                                                        -----------   -----------   -----------
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                                          -             -       (20,187)
                                                        -----------   -----------   -----------
   Net cash provided (used) by investing activities               -             -      (778,827)
                                                        -----------   -----------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES
 Sale of common stock                                       309,000       130,000     2,865,000
 Subscription receivable                                          -             -             -
 Direct costs of stock sale                                       -             -       (51,060)
                                                        -----------   -----------   -----------
   Net Cash Provided By Financing Activities                309,000       130,000     2,813,940
                                                        -----------   -----------   -----------
NET INCREASE (DECREASE) IN CASH                              26,595      (303,197)       81,662
CASH - BEGINNING OF PERIOD                                   55,067       552,583             -
                                                        -----------   -----------   -----------
CASH - END OF PERIOD                                   $     81,662  $    249,386  $     81,662
                                                        ===========   ===========   ===========
SUPPLEMENTAL INFORMATION
 Interest paid during the period                       $          -  $          -  $          -
                                                        ===========   ===========   ===========
 Income taxes paid during the period                   $        122  $        100  $        622
                                                        ===========   ===========   ===========
 Stock issued to pay royalties and expenses of
  related entity                                       $          -  $          -  $     97,000
                                                        ===========   ===========   ===========
 Stock issued to pay finders fee and services rendered $     69,000  $          -  $    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 September 30, 2003 and December 31, 2002, 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 is 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.

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.

<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)

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 September 30, 2003 and
December 31, 2002.  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.

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 results 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.

<PAGE>
<PAGE> 8

POWERBALL INTERNATIONAL, INC. AND SUBSIDIARY
 (Development Stage Companies)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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 finders fee became a Officer of the Company.  Direct costs of
this private placement were $5,000.

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 was
$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.

<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 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.

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.

NOTE 6 -  INCOME TAXES

Due to losses at December 31, 2002, 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, 2002, the Company has a net operating loss
carryforward of approximately $2,738,561 will expire between the years 2012
and 2022.  A Valuation allowance of $933,590 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, 2002.

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.

<PAGE>
<PAGE> 10

POWERBALL INTERNATIONAL, INC. AND SUBSIDIARY
 (Development Stage Companies)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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 $3,152,241.

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

NOTE 8 -  OTHER EVENT

In connection with the preparation of the Quarterly Report of Powerball
International, Inc. on Form 10-QSB for the period ending March 31, 2003 to be
filed with the Securities and Exchange Commission, certain accounting
irregularities were discovered.  In connection with its review, the Company
has accepted the resignation of William Freise, the Company's President, as an
officer and as a director.

During the second quarter of fiscal 2002, Mr. Freise exercised certain
warrants for the purchase of 40,000 shares of the Company's common stock.  Mr.
Freise received the shares but never paid the $40,000 exercise price.
Subsequently, in the fourth quarter of fiscal 2002, Mr. Freise used $7,200 of
the Company's funds for personal expenses without authorization from the
Company.

On April 30, 2003, Mr. Freise paid $20,000 into the Company's account as
partial restitution of the above amounts.  On May 22, 2003, the Company signed
a Settlement and Release Agreement with Mr. Freise accepting the $20,000 cash
repayment, plus the wire transfer to the Company's account of an additional
$27,200 representing the balance owed by Mr. Freise to the Company.


<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
-------
We have completed the construction of our pilot sodium plant in Salt Lake
City, Utah.  The pilot plant has successfully produced small quantities of
elemental sodium.  Operational procedures have been developed that produce
consistent and repeatable sodium production yields.  The chemical and
mechanical engineering teams that were contracted to scale up the
methodologies in the pilot plant have completed a detailed process engineering
report, initial layout drawings, and construction cost estimates of a proposed
commercial plant.

Powerball's management believes that the Powerball hydrogen generation systems
can play a role in the development of a new hydrogen infrastructure.  We are
seeking funding for a development project aimed at demonstrating a hydrogen
refueling station for fuel cell vehicles and are also engaged in discussions
with a fuel cell manufacturer regarding a project aimed at powering cellular
telephone repeater tower electronics in Africa.  However, both these project
are taking time to develop.  Therefore, in the third quarter ending September
30, 2003, management determined to reduce research and operating activities to
a minimum in order to preserve assets and maintain the company until a project
develops and funding is available.

Results of Operations
---------------------
Three and Nine Months Ended September 30, 2003 compared with 2002
-----------------------------------------------------------------
Revenues.  We expect that our initial revenues may be derived from the
licensing of our technology and/or manufacturing and sale of hydrogen
generation systems. We had no revenues for the three and nine months ended
September 30, 2003, and have had no revenues since July 9, 1997 ("Inception").

Operating Expenses.  For the three and nine months ended September 30, 2003,
we had total operating expenses of $139,103 and $406,835, respectively,
compared to $172,407 and $710,932, respectively for the three and nine months
ended September 30, 2002.  The decrease in operating expenses in the three
month period in 2003 compared to 2002 is attributable to decreases in general
and administrative expenses and research and development expenses, offset by
small increases in professional fees.  This decrease is due to management's
decision to reduce operation to a minimum to preserve assets.  The decrease in
operating expenses in the nine month period in 2003 compared to 2002 is
primarily due to decreases in professional fees and research and development
expenses, offset by small increases in general and administrative expenses.

<PAGE>
<PAGE> 12

The decrease in professional fees is due primarily to the fact that in the
nine months ended September, 2002, we were recording an expense for the
amortized payment of fees to a third party investor research firm.  There was
no similar expense in the nine months ended September 30, 2003. The decrease
in research and development expenses is due to the successful completion of
sodium production pilot plant and consequent reduction of related expenses in
2003.

In the next twelve months, we intend to keep operating costs to a minimum
unless a project and/or funding is available.  If such funding develops,
operating expenses may increase due ramping up of operations, the filing of
additional patents, and increased engineering costs focused on
commercialization of our technology.

Other Income.  Other income for the three and nine months ended September 30,
2003 consisted of $101 and $568 of interest and other income, respectively,
compared to $1,517 and $5,575 for the same periods the prior year.

We experienced net losses of $139,002 and $406,389, respectively, for the
three and nine months ended September 30, 2003 compared to net losses of
$170,990 and $705,457 for the prior year periods. Our net loss since inception
has been $3,152,241. The net losses per share for the three and nine months
ended September 30, 2003 were $0.03 and $0.09, based on the weighted average
number of shares outstanding of 4,624,977 and 4,508,763, respectively,
compared to net losses per share for the three and nine months ended September
30, 2002 of $0.04 and $0.17, based on the weighted average number of shares
outstanding of 4,369,750 and 4,261,133, respectively.  The net loss per share
since inception has been $1.29, based on the weighted average number of shares
outstanding of 2,443,656 shares.

Liquidity and Capital Resources
-------------------------------
At September 30, 2003, we had current assets of $81,662 and current
liabilities of $17,105 for working capital of $64,557.  At September 30, 2003,
we had property and equipment of $5,811, net of depreciation, other assets
held for resale net of valuation allowance, of $4,000, and patents and license
agreements net of amortization, of $28,653.

Our cash used in operations for the nine months ended September 30, 2003 was
$282,405, compared to $433,197 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 nine months ended September
30, 2003 or 2002.

Cash flows from financing activities during the nine months ended September
30, 2003 totaled $309,000, from the issuance of common stock.

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.

We anticipate that within the next year additional funds may be needed to
allow us to enter into other markets for hydrogen technology.  There can be no
assurance that any additional required funding will be available to us.
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, although no
potential business partners have been identified to date.

<PAGE>
<PAGE> 13

We expect that during the next year our primary expenditures will be for
maintaining existing operations and for exploring projects and possibilities
for the commercialization of our hydrogen generation equipment and powerball
production, as well as expenses and professional and related fees associated
with our ongoing reporting obligations.  We hope to raise additional capital
in the fourth quarter of 2003 through a private placement of our securities
and/or through a licensing of our technology to an industrial partner.
However, at this filing date we do not have any agreements for funding through
such a private placement or any immediate prospects for a licensing agreement.

                   ITEM 3. CONTROLS AND PROCEDURES

(a) The Company's management, with the participation of the Company's
principal executive and financial officer, has evaluated the Company's
disclosure controls and procedures as of September 30, 2003. Based upon that
evaluation, the Company's principal executive and financial officer has
concluded that the Company's disclosure controls and procedures were effective
as of September 30, 2003.

(b) Changes in internal controls. There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation.

                          PART II - OTHER INFORMATION
                          ITEM 1.  LEGAL PROCEEDINGS
     None.

                        ITEM 2.  CHANGES IN SECURITIES

During August 2003, we issued 100,000 shares of common stock valued at $46,000
to our president, Robert K. Ipson.  Also, during August 2003, we issued 50,000
shares of common stock valued at $23,000 to our secretary/treasurer, Phillip
McStotts.  The 150,000 shares were issued for services rendered to the
Company.  The shares were issued at a fair market value of $0.46 per share for
a total compensation of $69,000.

During September 2003, we completed a private placement of our common stock to
an existing shareholder.  Under the private placement, we sold 200,000 shares
of common stock at $0.50 per share for proceeds of $100,000.


                   ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
     None.

           ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
     None.

                           ITEM 5.  OTHER INFORMATION

On September 22, 2003, our auditor David T. Thomson, P.C., resigned. On
October 24, 2003, the Company engaged Chisholm & Associates to act as its
independent certified public accountant.  See EXHIBITS AND REPORTS ON FORM 8-K
below.


<PAGE>
<PAGE> 14


               ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)     Exhibits.
        ---------
EXHIBIT 31 - CERTIFICATION AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANNES-OXLEY ACT OF 2002.

EXHIBIT 32 - CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002.

(b)     Reports on Form 8-K.
        --------------------
On September 26, 2003, we filed a Current Report on Form 8-K in connection
with the resignation of our auditor David T. Thomson, P.C.

On October 24, 2003, we filed a Current Report on Form 8-K in connection with
the engagement of Chisholm & Associates to act as our independent certified
public accountant.


                                  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: November 11, 2003             By/S/Robert K. Ipson, Chairman, C.E.O.
                                     and Chief Financial Officer