<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:   March 31, 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)

                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 March 31, 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

                                                     March 31,   December 31,
                                                       2004          2003
                                                   -----------   -----------
ASSETS
CURRENT ASSETS
 Cash in bank                                     $      6,047  $     43,559
                                                   -----------   -----------
          Total Current Assets                           6,047        43,559
                                                   -----------   -----------
PROPERTY AND EQUIPMENT
 Equipment                                              11,359        11,359
 Leasehold improvements                                 23,923        23,923
                                                   -----------   -----------
                                                        35,282        35,282
 Less accumulated depreciation                         (30,557)      (30,072)
                                                   -----------   -----------
                                                         4,725         5,210
                                                   -----------   -----------
OTHER ASSETS
 Patents and assigned technology, net of
  amortization of $13,281 and $12,608                   37,922        38,595
                                                   -----------   -----------
          Total Other Assets                            37,922        38,595
                                                   -----------   -----------
TOTAL ASSETS                                      $     48,694  $     87,364
                                                   ===========   ===========
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts payable                                 $     18,224  $     13,904
 Accrued and deferred liabilities                            -         1,695
                                                   -----------   -----------
          Total Current Liabilities                     18,224        15,599
                                                   -----------   -----------

STOCKHOLDERS' EQUITY
 Common stock; $.001 par value, 25,000,000 shares
  authorized, 4,853,781 issued and outstanding           4,854         4,854
 Capital in excess of par value                      3,250,408     3,250,408
 Earnings (deficit) accumulated during the
  development stage                                 (3,224,792)   (3,183,497)
                                                   -----------   -----------
          Total Stockholders' Equity                    30,470        71,765
                                                   -----------   -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $     48,694  $     87,364
                                                   ===========   ===========

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     (Deficit)
                                                          3 months      3 months    Accumulated
                                                           Ended         Ended      During the
                                                          March 31,     March 31,   Development
                                                            2004          2003         Stage
                                                        -----------   -----------   -----------
<S>                                                  <C>           <C>           <C>
REVENUE                                                $          -  $          -  $          -
                                                        -----------   -----------   -----------
EXPENSES
 Equity in loss from limited liability company                    -             -       446,549
 General and administrative                                   9,457        17,688       735,435
 Professional fees                                           10,140        20,410       796,141
 Depreciation and amortization expense                        1,158         1,272        43,053
 Research and development                                    20,581       102,585     1,204,812
                                                        -----------   -----------   -----------
                                                             41,336       141,955     3,225,990
                                                        -----------   -----------   -----------
OPERATING LOSS                                              (41,336)     (141,955)   (3,225,990)

OTHER INCOME AND EXPENSE
 Interest income                                                 41         1,250        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                           (41,295)     (140,705)   (3,196,944)
     Minimum State franchise tax                                  -             -           622
                                                        -----------   -----------   -----------
NET INCOME (LOSS) BEFORE CUMULATIVE
EFFECT OF ACCOUNTING CHANGE                                 (41,295)     (140,705)   (3,197,566)

Cumulative effect of accounting change for
organization costs                                                -             -       (27,226)
                                                        -----------   -----------   -----------
NET INCOME (LOSS)                                      $    (41,295) $   (140,705) $ (3,224,792)
                                                        ===========   ===========   ===========
EARNINGS (LOSS) PER SHARE BEFORE
ACCOUNTING CHANGE                                      $      (0.01) $      (0.03) $      (1.22)
                                                        ===========   ===========   ===========
CUMULATIVE EFFECT OF ACCOUNTING CHANGE                 $      (0.00) $      (0.00) $      (0.01)
                                                        ===========   ===========   ===========
EARNINGS (LOSS) PER SHARE                              $      (0.01) $      (0.03) $      (1.23)
                                                        ===========   ===========   ===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES                  4,853,781     4,395,003     2,624,231
                                                        ===========   ===========   ===========

</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
                                                          3 Months      3 Months    During the
                                                          March 31,     March 31,   Development
                                                            2004          2003         Stage
                                                        -----------   -----------   -----------
<S>                                                  <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)                                             $    (41,295) $   (140,705) $ (3,224,791)
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                                1,158         1,272        46,554
Changes in assets and liabilities
 Decrease (Increase) in prepaid expenses                          -         1,807             -
 Decrease (Increase) in officer receivable                        -             -             -
 Decrease (Increase) in subscription receivable                   -             -             -
 Decrease (Increase) in refund receivable                         -           289             -
 Increase in supplies                                             -             -           972
 Increase in organization costs                                   -             -       (28,465)
 Increase (Decrease) in accounts payable                      4,320        13,287        (3,694)
 (Decrease) Increase in accounts payable - stockholder            -          (370)            -
 (Decrease) Increase in accrued expenses                     (1,695)        2,965          (190)
                                                        -----------   -----------   -----------
   Net cash (used) by operating activities                  (37,512)     (121,455)   (2,017,566)
                                                        -----------   -----------   -----------
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                                             -       209,000     2,865,000
 Direct costs of stock sale                                       -             -       (51,060)
                                                        -----------   -----------   -----------
   Net Cash Provided By Financing Activities                      -       209,000     2,813,940
                                                        -----------   -----------   -----------
NET INCREASE (DECREASE) IN CASH                             (37,512)       87,545         6,047

CASH - BEGINNING OF PERIOD                                   43,559        55,067             -
                                                        -----------   -----------   -----------
CASH - END OF PERIOD                                   $      6,047  $    142,612  $      6,047
                                                        ===========   ===========   ===========
SUPPLEMENTAL INFORMATION
 Interest paid during the period                       $          -  $          -  $          -
                                                        ===========   ===========   ===========
 Income taxes paid during the period                   $          -  $          -  $      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 March 31, 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 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 March 31, 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.


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, 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.

<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 $3,224,792.

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
-------
We have completed the construction of our pilot sodium plant in Salt Lake
City, Utah.  The pilot plant has successfully produced small quantities of
metallic sodium. Plans for demonstration projects for our Hydrogen On Demand
generators are on hold pending funding.  We are engaged in discussions with a
fuel cell manufacturer regarding a possible joint venture arrangement but such
discussions having been in process for some time with no results to date due
to funding problems and no agreements have been reached.  We are considering
looking for alternative business combinations with entities who may not be
involved in related industries but have not identified any prospects to date.

Results of Operations
---------------------
Three Months Ended March 31, 2004 compared with 2003
-----------------------------------------------------------------
Revenues.  We expect that our initial revenues may be derived from the
licensing of the Technology and/or manufacturing and sale of hydrogen
generation systems. We had no revenues for the three months ended March 31,
2004 and have had no revenues since July 9, 1997 ("Inception").

Operating Expenses.  For the three months ended March 31, 2004, we had total
operating expenses of $41,336, compared to $141,955 for the three months ended
March 31, 2003.  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.  The decreases are consistent
with our plans to keep operating expenses to a minimum while we are engaged in
seeking a business partner or business combination opportunity.

Other Income.  Other income for the three months ended March 31, 2004
consisted of $41 in interest income. Other income for the three months ended
March 31, 2003 consisted of $1,250 of interest income.

We experienced a net loss of $41,295 for the three months ended March 31, 2004
compared to a net loss of $140,705 for the prior year period. Our net loss
since inception has been $3,224,792. The net loss per share for the three
months ended March 31, 2004 was $0.01, compared to a net loss per share for
the three months ended March 31, 2003 of $0.03.  The net loss per share since
inception has been $1.23.

Liquidity and Capital Resources
-------------------------------
At March 31, 2004, we had current assets of $6,047 and current liabilities of
$18,224 for a working capital deficit of $12,177.  At March 31, 2003, we had
property and equipment of $4,725, net of depreciation, and patents and license
agreements net of amortization, of $37,922.

<PAGE>
<PAGE> 12

Our cash used in operations for the three months ended March 31, 2004 was
$37,512, compared to $121,455 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 three months ended March 31,
2004 or 2003.

We did not engage in financing activities for the three months ended March 31,
2004.  Cash flows from financing activities during the three months ended
March 31, 2003 totaled $209,000, 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.

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.

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 fiscal 2004 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

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.

                          PART II - OTHER INFORMATION
                          ITEM 1.  LEGAL PROCEEDINGS
     None.
                        ITEM 2.  CHANGES IN SECURITIES

     None.
                   ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     None.

<PAGE>
<PAGE> 13

           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.

On February 12, 2004, we filed a Current Report on Form 8-K announcing that
our independent accountants, Chisholm & Associates, PC ("Chisholm"), was
merging with a new entity to become Chisholm, Bierwolf & Nilson, LLC ("CB&N"),
and, reporting further that our board of directors accepted Chisholm's
resignation and engaged CB&N as its independent auditor.



                                  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: May 11, 2004                  By/S/Robert K. Ipson, Chairman, C.E.O.
                                     and Chief Financial Officer