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 QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004

                                       OR

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                        FOR THE TRANSITION PERIOD FROM TO

                          Commission File No. 000-09751

                           STATMON TECHNOLOGIES CORP.

        (Exact name of small business issuer as specified in its charter)


           NEVADA                                               83-0242652
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                        345 NORTH MAPLE DRIVE, SUITE 120,
                        BEVERLY HILLS, CA 90210 (Address
                         of principal executive offices)
                 Registrant's phone number, including area code
              (310) 288-4580 Former name, former address and former
                   fiscal year, if changed since last report:


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

                                                                 YES [ ] NO [X]

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


           CLASS                           OUTSTANDING AT OCTOBER 31, 2004

Common Stock, $.01 par value                         11,516,057


Transitional Small Business Disclosure Format (Check one):  YES [ ]    NO  [X]

<PAGE>

FORM 10-QSB
STATMON TECHNOLOGIES CORP.
SEPTEMBER 30, 2004

TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                    Page(s)
<S>        <C>                                                                                       <C>
Part I -   Financial Information

             Item 1.  Financial Statements (unaudited):
                 Condensed Consolidated Balance Sheet at September 30, 2004                             1
                 Condensed Consolidated Statements of Operations for the Three Months Ended             2
                   September 30, 2004 and 2003
                 Condensed Consolidated Statements of Operations for the Six Months Ended               3
                   September 30, 2004 and 2003
                 Condensed Consolidated Statements of Cash Flows for the Six Months Ended               4
                   September 30, 2004 and 2003
                 Notes to Condensed Consolidated Financial Statements                                   5
             Item 2.  Management's Discussion and Analysis of Financial Condition                      13
                          and Results of Operations
             Item 3.  Controls and Procedures                                                          17

Part II -  Other Information

             Item 1.  Legal Proceedings                                                                18
             Item 2.  Changes in Securities and Use of Proceeds                                        18
             Item 3.  Defaults Upon Senior Securities                                                  18
Signatures                                                                                             19
Exhibits                                                                                               20
</TABLE>


                                       2
<PAGE>

ITEM I -- FINANCIAL STATEMENTS


                   STATMON TECHNOLOGIES CORP. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                          SEPTEMBER 30, 2004
                                                                          ------------------
                                         ASSETS
Current Assets:
<S>                                                                          <C>
              Cash                                                           $       94,395
              Accounts receivable                                                   100,523
              Inventories                                                            57,502
              Prepaid expense and other current assets                               23,785

                                                                             --------------
                          Total Current Assets                                      276,205
                                                                             --------------

Property and Equipment, net of accumulated depreciation of $35,827                   21,629

Other Assets                                                                          6,465

                                                                             --------------

                          Total Assets                                       $      304,299
                                                                             ==============

                  LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities:
              Notes payable (including $280,000 due to related parties)      $    1,624,754
              Accounts payable                                                      221,408
              Accrued expenses                                                       47,105
              Accrued compensation                                                   71,692
              Interest payable (including $108,058 due to related parties)          251,040
                                                                             --------------
                          Total Current Liabilities                               2,215,999
                                                                             --------------

Commitments

Stockholders' Deficiency:
              Common stock, $.01 par value, 25,000,000 shares authorized,
                 11,391,057 issued and outstanding                                  113,911
              Additional paid-in capital                                          2,862,648
              Accumulated deficit                                                (4,888,259)

                                                                             --------------
                          Total Stockholders' Deficiency                         (1,911,700)
                                                                             --------------

                          Total Liabilities and Stockholders' Deficiency     $      304,299
                                                                             ==============
</TABLE>

            See notes to condensed consolidated financial statements.


                                       3
<PAGE>

                   STATMON TECHNOLOGIES CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                       For the Three Months Ended September 30,
                                                       ----------------------------------------
                                                                2004              2003
                                                           --------------    --------------
<S>                                                        <C>               <C>
Revenues                                                   $      182,570    $      684,598

Cost of Sales                                                      58,597           156,984
                                                           --------------    --------------

Gross Profit                                                      123,973           527,614

Selling, General and Administrative Expenses                      492,728           358,330
                                                           --------------    --------------

Operating (Loss)/Income                                          (368,755)          169,284
                                                           --------------    --------------

Other (Income)/Expense:
              Interest income                                        (103)             (185)
              Interest expense                                     57,349            21,111
              Common stock and warrants issued in
                association with debt                             173,380           154,505
              Amortization of debt discount                       139,780            23,036
              Amortization of deferred financing costs             21,810                --

                                                           --------------    --------------
                                     Total Other Expense          392,216           198,467
                                                           --------------    --------------

NET LOSS                                                   $     (760,971)   $      (29,183)
                                                           ==============    ==============

NET LOSS PER COMMON SHARE - Basic and Diluted              $        (0.06)   $        (0.00)
                                                           ==============    ==============

Weighted Average Number of Common Shares Outstanding -
              Basic and Diluted                                11,929,781        10,406,259
                                                           ==============    ==============
</TABLE>


            See notes to condensed consolidated financial statements.


                                       4
<PAGE>

                   STATMON TECHNOLOGIES CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                      For the Six Months Ended September 30,
                                                                      --------------------------------------
                                                                               2004              2003
                                                                          --------------    --------------

<S>                                                                       <C>               <C>
Revenues                                                                  $      808,820    $    1,387,583

Cost of Sales (including $0 and $99,727 to related parties in
              2004 and 2003, respectively)                                       184,157           408,236
                                                                          --------------    --------------

Gross Profit                                                                     624,663           979,347

Selling, General and Administrative Expenses                                     923,817           708,016
                                                                          --------------    --------------
Cost of Settlement Agreement                                                           0                --
                                                                          --------------    --------------

Operating (Loss)/Income                                                         (299,154)          271,331
                                                                          --------------    --------------

Other (Income)/Expense:
              Interest income                                                       (218)             (185)
              Interest expense                                                   107,796            45,960
              Common stock and warrants issued in association with debt          355,359           323,920
              Amortization of debt discount                                      449,473            40,266
              Amortization of deferred financing costs                            69,183                --
                                                                          --------------    --------------
                                             Total Other Expense                 981,593           409,961
                                                                          --------------    --------------

NET LOSS                                                                  $   (1,280,747)   $     (138,630)
                                                                          ==============    ==============

NET LOSS PER COMMON SHARE - Basic and Diluted                             $        (0.11)   $        (0.01)
                                                                          ==============    ==============

Weighted Average Number of Common Shares Outstanding -
              Basic and Diluted                                               11,845,366        10,340,606
                                                                          ==============    ==============
</TABLE>


            See notes to condensed consolidated financial statements.


                                       5
<PAGE>

                   STATMON TECHNOLOGIES CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                        For the Six Months Ended September 30,
                                                                        --------------------------------------
                                                                                  2004            2003
                                                                              ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                           <C>             <C>
      Net loss                                                                $ (1,280,747)   $   (138,630)
      Adjustments to reconcile net loss to net cash
        (used in)/provided by operating activities:
                  Depreciation and amortization                                      5,458           5,052
                  Common stock and warrants issued in association with debt        355,359         323,920
                  Amortization of debt discount                                    449,473          40,266
                  Amortization of deferred financing costs                          69,183              --
                  Changes in operating assets and liabilities:
                              Accounts receivable                                  680,308         306,004
                              Inventories                                          (57,502)             --
                              Prepaid expense and other current assets             116,813         (17,575)
                              Interest payable                                      96,481         (24,772)
                              Deferred revenue                                    (135,319)       (417,230)
                              Accounts payable                                    (222,402)        126,696
                              Accrued expenses                                     (30,787)       (185,896)
                              Accrued compensation                                (115,129)             --
                                                                              ------------    ------------
NET CASH (USED IN)/PROVIDED BY OPERATING ACTIVITIES                                (68,811)         17,835
                                                                              ------------    ------------

CASH FLOWS USED IN INVESTING ACTIVITIES:
              Purchase of property and equipment                                    (4,321)             --
                                                                              ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
              Proceeds from borrowings                                             270,000         202,000
              Repayment of borrowings                                             (195,000)       (209,675)
                                                                              ------------    ------------
NET CASH (USED IN)/PROVIDED BY FINANCING ACTIVITIES                                 75,000          (7,675)
                                                                              ------------    ------------

NET INCREASE IN CASH                                                                 1,868          10,160

CASH, BEGINNING OF PERIOD                                                           92,527           8,442
                                                                              ------------    ------------

CASH, END OF PERIOD                                                           $     94,395    $     18,602
                                                                              ============    ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
              Cash paid for:
                          Interest                                            $     23,498    $     70,731
                                                                              ============    ============

                          Income Taxes                                        $         --    $         --
                                                                              ============    ============
</TABLE>


            See notes to condensed consolidated financial statements.


                                       6
<PAGE>

                   STATMON TECHNOLOGIES CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.    BUSINESS DESCRIPTION, GOING CONCERN AND MANAGEMENT PLANS

      COMPANY OVERVIEW

      Statmon Technologies Corp. develops, markets and licenses remote control
      and monitoring application software and hardware integration products. Our
      proprietary software products include the "Axess" and "Neuro" applications
      which interface with our "EIF", "UIF" and "UVM" hardware products.
      Pursuant to a three-year OEM distribution agreement dated February 25,
      2003 Harris Broadcast re-branded our "Axess" software product as "ReCon"
      for licensing to Harris clients. End users license our products to
      automate and optimize their systems and operations at the device and
      network level where automatic control, monitoring, alarms and response is
      required in real time. We are preparing to launch our new EIF hardware
      product, which has our software embedded, into broadcast and other
      markets. We are positioning the EIF product as a cost effective offering
      at all levels of the broadcast industry as well new vertical markets where
      there is a need for wide-scale solutions for monitoring and remote control
      of multiple sites, many types of devices and networks on a fully-scalable
      basis. The EIF can function independently or on a networked basis in
      conjunction with "Axess". We also provide specialized systems integration
      services to a variety of customers through our wholly-owned subsidiary,
      Statmon - eBI Solutions LLC ("SeBI").

      The accompanying unaudited condensed consolidated financial statements
      have been prepared in accordance with accounting principles generally
      accepted in the Unites States of America ("US GAAP"). In the opinion of
      management, the accompanying unaudited financial statements contain all
      adjustments, consisting only of those of a normal recurring nature,
      necessary to make the Company's financial position, results of operations
      and cash flows not misleading at the dates and for the periods indicated.
      These financial statements should be read in conjunction with the
      financial statements and notes related thereto included in the Annual
      Report on Form 10-KSB for the year ended March 31, 2004.

      The results for three and six months ended September 30, 2004 are not
      necessarily indicative of the results to be expected for the full fiscal
      year. The preparation of the consolidated financial statements in
      conformity with US GAAP 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 revenues and expenses
      during the reporting period. Actual results could differ from those
      estimates.

      GOING CONCERN

      The accompanying condensed consolidated financial statements have been
      prepared in accordance with accounting principles generally accepted in
      the United State of America and assume that the Company will continue as a
      going concern. The Company has incurred net losses of approximately
      $4,888,000 since inception, a substantial portion of which relates to the
      amortization of debt discount and other debt related charges.
      Additionally, the Company had a net working capital deficiency of
      approximately $1,940,000 at September 30, 2004. The Company has limited
      capital resources and requires additional funding in order to sustain its
      operations, accomplish its growth objectives and market its planned
      products and services. There is no assurance that the Company can reverse
      its operating losses, or that it can raise additional capital to allow it
      to maintain operations or expand its planned operations. Those conditions
      raise substantial doubt about the Company's ability to continue as a going
      concern. The accompanying condensed consolidated financial statements do
      not include any adjustments that might be necessary should the Company be
      unable to continue as a going concern.

      MANAGEMENT PLANS

      The Company expects that the growth and expansion of operations will
      require capital infusions to repay short-term debt and fund the Company's
      working capital needs. The Company is seeking to raise sufficient capital
      through a private placement of its equity or long-term debt securities in
      late 2004. The application for re-listing on the OTC Bulletin Board market
      ("OTC-BB") was filed on October 6, 2004 by an NASD/SIPC member and
      requires approval of the NASD.


                                       7
<PAGE>

                   STATMON TECHNOLOGIES CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.    BUSINESS DESCRIPTION, GOING CONCERN AND MANAGEMENT PLANS, continued

      There can be no assurance that the Company will be able to raise the
      capital it requires in this time frame or at all or that it will be able
      to raise the capital in terms acceptable to it. In addition, there can be
      no assurances that the Company will be successful in obtaining extensions
      of its notes, if required. If it is not successful, the Company would seek
      to negotiate other terms for the issuance of debt, pursue bridge
      financing, negotiate with suppliers for a reduction of debt through
      issuance of stock, and/or seek to raise equity through the sale of its
      common stock. Management cannot assess the likelihood of achieving these
      objectives. If the Company is unable to achieve these objectives, the
      Company may be forced to cease its business operations, sell its assets
      and/or seek further protection under applicable bankruptcy laws.


2.    SIGNIFICANT ACCOUNTING POLICIES

      a.    Basis of Consolidation - The consolidated financial statements
            include the accounts of the Company's wholly-owned subsidiaries,
            including Statmon-eBI Solutions, LLC. Through February 15, 2004, the
            Company owned 51% of the Statmon-eBI Solutions, LLC subsidiary. All
            inter-company accounts and transactions have been eliminated.

      b.    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
            revenues and expenses during the reporting period. Actual results
            could differ from those estimates.

      c.    Research and Development - Research and development expenditures are
            charged to operations as incurred. Research and development
            expenditures were approximately $111,000 and $55,000 for the three
            months ended September 30, 2004 and 2003, respectively, and $178,000
            and $115,000 for the six months ended September 30, 2004 and 2003,
            respectively.

      d.    Inventories - Inventories consist of purchased parts, components and
            supplies, and are stated at the lower of cost or market.

      e.    Net Loss Per Share - Basic net loss per share is computed using the
            weighted average number of shares of outstanding common stock. For
            all periods presented, diluted net loss per share was the same as
            basic net loss per share since the inclusion of the warrants would
            have been anti-dilutive. In the event that the Company reports net
            income in the future periods, the 3,393,795 warrants outstanding at
            September 30, 2004 could have a dilutive effect on future per share
            calculations in those periods.

      f.    Stock-Based Compensation - As permitted under Statement of Financial
            Accounting Standards ("SFAS") No. 148, "Accounting for Stock-Based
            Compensation - Transition and Disclosure", which amended SFAS No.
            123 "Accounting for Stock-Based Compensation," the Company has
            elected to continue to follow the intrinsic value method in
            accounting for its stock-based employee compensation arrangements as
            defined by Accounting Principles Board Opinion ("APB") No. 25,
            "Accounting for Stock Issued to Employees", and related
            interpretations including Financial Accounting Standards Board
            ("FASB") Interpretation No. 44, "Accounting for Certain Transactions
            Involving Stock Compensation", an interpretation of APB No. 25. No
            stock-based employee compensation cost is reflected in net loss, as
            no options are outstanding.

            For the three and six months ended September 30, 2004 and 2003, the
            Company did not issue any stock-based compensation to its employees.


                                       8
<PAGE>

                   STATMON TECHNOLOGIES CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

2.    SIGNIFICANT ACCOUNTING POLICIES, continued

      g.    Revenue Recognition - Statement of Position 97-2, Software Revenue
            Recognition ("SOP 97-2"), was issued in October 1997 by the American
            Institute of Certified Public Accountants ("AICPA") and was amended
            by Statement of Position 98-4 ("SOP 98-4"). SOP 97-2 provides
            revised and expanded guidance of software revenue recognition and
            applies to all entities that earn revenue from licensing, selling,
            or otherwise marketing computer software. Based on its
            interpretation of SOP 97-2 and SOP 98-4, the Company believes its
            current revenue recognition policies and practices are consistent
            with SOP 97-2 and SOP 98-4. Additionally, the AICPA issued SOP 98-9
            in December 1998, which provides certain amendments to SOP 97-2, and
            is effective for transactions, entered into commencing the year
            ended December 31, 2000.

            Product revenues from the sale of software licenses are recognized
            when evidence of a license agreement exists, the fees are fixed and
            determinable, collectibility is probable and vendor specific
            objective evidence exists to allocate the total fee to elements of
            the arrangements. The Company's software license agreement entitles
            the licensee limited rights for upgrades and enhancements for the
            version they have licensed.


3.    NOTES PAYABLE


<TABLE>
<CAPTION>
       Notes payable consists of the following:
<S>                                                                            <C>
            Notes Payable - Thieme Con[a]ting, Inc. - related party            $   250,000

            Notes Payable - various (i[b]uding $30,000 from related parties)     1,497,000
                                                                               -----------
                                                                                 1,747,000

            Less: Debt discount                                                   (122,246)
                                                                               -----------

                          Notes Payable, net of debt discount                  $ 1,624,754
                                                                               ===========
</TABLE>

      [a] In October 2001, the Company issued three secured Promissory Notes to
      three related lenders (collectively, the "Senior Notes") for a total of
      $250,000, accruing interest at 10% per annum. The three Senior Notes
      matured on April 16, 2002, May 6, 2002, and May 18, 2002, respectively,
      and have since accrued interest at a penalty rate of 15% per annum. At
      September 30, 2004, $102,904 of interest had accrued on the Senior Notes.
      Pursuant to the loan agreements' penalty provisions, the Company has
      issued and continues to issue 25,000 shares of common stock per month
      until full repayment of the Senior Notes. The Company's obligations under
      the Senior Notes are secured by a lien on the assets of the Company, plus
      certain priority rights over first new equity capital coming into the
      Company, effective until the Senior Notes are fully repaid.

      On February 7, 2003, the Company entered into a Promissory Note Extension
      Agreement with the holders of the Senior Notes. Pursuant to that agreement
      the Company extended the maturity of the Second Notes until June 30, 2003
      and is currently in default. The extension consideration was 200,000
      shares of common stock, with the 15% penalty interest rate continuing to
      accrue, plus, the Company will continue to issue the holders of the Senior
      Notes 25,000 shares per month pro rata until repayment in full of all
      principal and interest.

                                       9
<PAGE>

<PAGE>

                   STATMON TECHNOLOGIES CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

3.    NOTES PAYABLE, continued

      [b] Between April 5, 2002 and September 30, 2004, the Company issued
      Units, consisting of (i) $1,692,000 principal amount of promissory notes
      bearing interest at 10% per annum and due 180 days from the date of
      issuance; (ii) 1,692,000 shares of the Company's common stock; and (iii)
      three-year warrants to purchase 1,692,000 shares of common stock,
      exercisable at $1.00 per share, to approximately 60 investors. These notes
      had or have maturity dates between October 5, 2002 and February 27, 2005.
      The notes in default bear interest at 15% per annum and the holders have
      been issued/or are accruing additional three-year common stock purchase
      warrants exercisable at $1.00 per share, allocated on a monthly basis, at
      approximately 10% of the face value of the notes per month, until the
      repayment of the notes and accrued interest. As of September 30, 2004, ten
      notes totalling $195,000 in principal have been repaid plus interest in
      the amount of $23,498. Additionally, as of September 30, 2004, notes in
      the amount of $1,087,000 are in default. Accrued interest on these notes
      in default is $130,475 as of September 30, 2004.

4.    RELATED PARTY TRANSACTIONS

      In connection with an agreement in June 2001 with Blue Skies, LLC, an
      affiliate of John Hoff, a principal shareholder of the Company, the
      Company paid Blue Skies, LLC for its system integration services $99,727
      for the six months ended September 30, 2003.

5.    EQUITY TRANSACTIONS


      [a] Common Stock

      During the six months ended September 30, 2004, the Company issued 150,000
      shares of common stock valued at $151,375 associated with secured Senior
      notes that are in default. Additionally, the Company issued 270,000 shares
      of common stock valued at $81,386 related to new debt in the same period.

      During the six months ended September 30, 2004, the Company received
      1,120,000 shares that were returned to the Company as a result of the
      settlement of the SDS litigation. Additionally, 373,396 restricted and
      unregistered shares, of the 1,120,000 shares of the Company's common stock
      received, were transferred directly to the Company's litigation attorney
      in connection with the settlement, under the exemption provided by Section
      4(2) of the Securities Act of 1933 (the "Securities Act"). The remaining
      746,604 shares were cancelled.

      [b] Stock Options and Warrants

      During the six months ended September 30, 2004, the Company granted
      511,688 warrants to note holders, of which 270,000 warrants were valued at
      $81,386 related to new debt in the period and 241,688 warrants were valued
      at $203,984 related to notes in default. The weighted average exercise
      price of the grants during the quarter was $1.00. The vesting period on
      these warrants is immediate and the exercise period is for three years
      from the date of issuance.

      Net Loss Per Share

      Securities that could potentially dilute basic earnings per share ("EPS")
      in the future and that were not included in the computation of diluted EPS
      because to do so would have been anti-dilutive for the periods presented,
      consist of warrants to purchase 3,393,795 and 1,712,139 shares of common
      stock as of September 30, 2004 and 2003, respectively.


                                       10
<PAGE>

                   STATMON TECHNOLOGIES CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

6.    LEGAL SETTLEMENT

      On February 25, 2003 the Company entered into a Work Out Agreement with
      Michael Hurst and Chad Kalebic individually and their affiliates,
      including "SDS LLC" (the "Plaintiffs"), pertaining to the termination of
      their commission-based sales arrangement with the Company. From mid-2000
      to February 2003, the Plaintiffs had acted in various capacities with the
      Company, including functioning as its sales force. In mid-2003, a dispute
      developed between the parties over alleged unpaid commissions and the
      release of common stock issued to them.

      On November 6, 2003, the Plaintiffs filed a lawsuit with the Superior
      Court of the State of California (Case No. BC305584) alleging breach of
      contract of the Work Out Agreement, requesting specific performance and
      making an application for writ of attachment of the Company's assets. On
      December 1, 2003, the Company consented to the entry of an attachment
      order for $184,275, effective January 30, 2004, which was the amount of
      the Plaintiffs' claims for unpaid commissions and accrued compensation.
      The Plaintiffs also sought the delivery of 1,120,300 restricted shares of
      common stock issued them but being held by the Company. On December 30,
      2003, the Company paid the Plaintiffs $40,000 under protest, to be offset
      against the $184,275 claimed by the Plaintiffs, and on January 30, 2004,
      the Company made a cash deposit into a bank account for $144,275, which
      was attached by the Plaintiffs.

      Effective June 14, 2004, the parties settled the lawsuit. Under the
      settlement the Company paid $164,275 in cash of which $18,650 was expensed
      during the period ended June 30, 2004, including $144,275 from the release
      of the attached funds, and the Plaintiffs assigned their rights to receive
      1,120,000 shares of common stock back to the Company for cancellation on
      September 15, 2004. The Company incurred approximately $8,000 of filing
      and third party costs in connection with the settlement and reissued
      373,396 restricted and unregistered shares of the 1,120,000 shares of
      common stock, pursuant to the exemption provided by Section 4(2) of the
      Securities Act, to its legal counsel in connection with the settlement.


7.    CONCENTRATIONS AND MAJOR CUSTOMERS


      a.    Major Customers

            During the three months ended September 30, 2004, two customers
            comprised 45% and 18% of the Company's sales. The accounts
            receivable balance for these customers at September 30, 2004 was
            $32,350 and $18,022, respectively. During the three months ended
            September 30, 2003, the same two customers comprised 63% and 10% of
            the Company's sales.

            During the six months ended September 30, 2004, two customers
            comprised 56% and 29% of the Company's sales. The accounts
            receivable balance for these customers at September 30, 2004 was
            $13,382 and $32,350, respectively. During the six months ended
            September 30, 2003, the same two customers comprised 62% and 11% of
            the Company's sales.

      b.    Concentration of Credit Risk

            The Company maintains cash balances in one financial institution.
            The balances are insured by the Federal Deposit Insurance
            Corporation up to $100,000 per institution. From time to time, the
            Company's balances may exceed these limits. The Company believes it
            is not exposed to any significant credit risk for cash.


                                       11
<PAGE>

                   STATMON TECHNOLOGIES CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

8.    SUBSEQUENT EVENTS

      On October 8, 2004, the Company sold a Unit composed of (i) a $100,000
      principal amount of promissory notes bearing interest at 10% per annum and
      due 365 days from the date of issuance, (ii) 100,000 shares of common
      stock and (iii) warrants to purchase 100,000 shares of common stock
      exercisable at a price of $2.00 per share for a term of three years. The
      proceeds were used to pay certain short-term debt obligations and to
      provide working capital.

      As of November 12, 2004, the Company issued 25,000 additional shares of
      common stock associated with secured Senior Notes that are in default.

      On October 19, 2004, the Company issued warrants to purchase 103,700
      shares of common stock exercisable at a price of $1.00 per share for a
      term of three years in connection with a contract dated May 27, 2003
      between the Company and Berwyn Capital & Advisory, LLC for their services
      as the Company's non-exclusive placement agent in connection with the
      private placement of $1,037,000 worth of Units.

      As of October 1, 2004, the Company entered into a new office lease at its
      current location. The new lease is for a term of five years, cancelable
      after three years at the Company's option, and increases the leased space
      from 2,351 to 3,953 rentable square feet. The lease includes rent
      abatement in month one and thirteen of the term as well as tenant
      improvement dollars that can be applied against lease payments if unused.
      Non-cancelable lease payments related to this new lease by fiscal year
      are:

                        2005.............   $54,354
                        2006.............   121,555
                        2007.............   137,564
                        2008                 69,968
                        ----                 ------
                       Total               $383,441
                                           ========

      On November 5, 2004 the Company amended and restated its Articles of
      Incorporation to authorize 5,000,000 shares of preferred stock with a par
      value of $.01 per share.


                                       12
<PAGE>

                   STATMON TECHNOLOGIES CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

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

This Report contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. The words "believe," "expect," "anticipate," "intend," "estimate,"
"may," "should," "could," "will," "plan," "future," "continue," and other
expressions that are predictions of or indicate future events and trends and
that do not relate to historical matters identify forward-looking statements.
These forward-looking statements are based largely on our expectations or
forecasts of future events, can be affected by inaccurate assumptions, and are
subject to various business risks and known and unknown uncertainties, a number
of which are beyond our control. Therefore, actual results could differ
materially from the forward-looking statements contained in this document, and
readers are cautioned not to place undue reliance on such forward-looking
statements. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. A wide variety of factors could cause or contribute to such
differences and could adversely impact revenues, profitability, cash flows and
capital needs. There can be no assurance that the forward-looking statements
contained in this document will, in fact, transpire or prove to be accurate.

Factors that could cause or contributed to our actual results differing
materially from those discussed herein or for our stock price to be adversely
affected include, but are not limited to: (i) our limited operating history;
(ii) our history of net losses and inability to achieve or maintain
profitability; (iii) our auditors have expressed a going concern opinion; (iv)
our dependence on Harris Corporation ("Harris") for a substantial portion of our
revenues; (v) our need for additional capital and the uncertainty of obtaining
it; (vi) our ability to refinance or renegotiate short-term promissory notes
that have come due or are coming due; (vii) the possibility of undetected errors
or failures in our software; (viii) the risk of products liability claims; (ix)
industry resistance to change; (x) fluctuations in our quarterly operating
results; (xi) failure to manage growth; (xii) dependence on Microsoft Windows
platform; (xiii) our ability to keep pace with rapidly changing technologies;
(xiv) our ability to compete effectively; (xv) difficulties in integrating
businesses, products and technologies that we may acquire; (xvi) loss of key
personnel; (xvii) enactment of new laws or changes in government regulations
could adversely affect our business; (xviii) our products could infringe on the
intellectual property rights of others; (xviv) our inability to obtain patent
and copyright protection for our technology or misappropriation of our software
and intellectual property; (xx) our failure to successfully introduce new
products; (xxi) the future growth and sustainability of our early stage
products; (xxii) obsolescence of our technologies; (xxiii) our ability to
attract customers who will embrace our new products and technologies; (xxiv) our
stock price is likely to be highly volatile; (xxv) our common stock is
considered a penny stock and is considered to be a high-risk investment and
subject to restrictions on marketability; and (xxvi) control by certain
stockholders. For a more detailed description of these and other cautionary
factors that may affect our future results, please refer to our Report on Form
10-KSB for the fiscal year ended March 31, 2004 filed with the Securities and
Exchange Commission.

RECENT DEVELOPMENTS FOR THE COMPANY

OVERVIEW

Statmon Technologies Corp. develops, markets and licenses remote control and
monitoring application software and hardware integration products. Our
proprietary software products include the "Axess" and "Neuro" applications which
interface with our "EIF", "UIF" and "UVM" hardware products. Pursuant to a
three-year OEM distribution agreement dated February 25, 2003 Harris Broadcast
re-branded our "Axess" software product as "ReCon" for licensing to Harris
clients. End users license our products to automate and optimize their systems
and operations at the device and network level where automatic control,
monitoring, alarms and response is required in real time. We are preparing to
launch our new EIF hardware product, which has our software embedded, into
broadcast and other markets. We are positioning the EIF product as a cost
effective offering at all levels of the broadcast industry as well new vertical
markets where there is a need for wide-scale solutions for monitoring and remote
control of multiple sites, many types of devices and networks on a
fully-scalable basis. The EIF can function independently or on a networked basis
in conjunction with "Axess". We also provide specialized systems integration
services to a variety of customers through our wholly-owned subsidiary, Statmon
- eBI Solutions LLC ("SeBI").

Our next stage of development, given sufficient capital, is to expand beyond our
traditional broadcast industry activities into new vertical markets, including
power and energy management, telecom, wireless, homeland security, environmental
compliance and infrastructure management. The current versions of our
proprietary application software and integration technologies are industry and


                                       13
<PAGE>

market universal. The architectural design and functionality development curve
of our products specifically address the needs and emerging demand for
economical pre-packaged solutions facilitating improved operating efficiencies
through device and network automation, powerful remote control and monitoring
capabilities in real time. We are in the process of identifying qualified
strategic partners and distributors who already have established customer
installation bases where our products can readily be employed as a middleware
and/or provide stand alone end-to-end solutions.


FOR THE QUARTER ENDED SEPTEMBER 30, 2004 AND 2003

RESULTS FROM OPERATIONS

REVENUES - Revenues were $182,570 and $684,598 for the three months ended
September 30, 2004 and 2003, respectively. Revenues consisted of $49,923 of
product revenues and $132,647 of integration services revenues for the three
months ended September 30, 2004. Revenues consisted of $487,777 of product
revenues and $196,821 of integration services revenues for the three months
ended September 30, 2003. The decrease in product revenues of approximately
$437,000 is due to weak broadcast sales as we realign the broadcast sales
channel with our broadcast industry partner, "Harris Broadcast", a division of
Harris Corp. (NYSE symbol - HRS) on a non-exclusive basis. Harris Broadcast
recently implemented an internal restructuring which impacted their product
purchases from the Company. The Statmon distribution agreement with Harris
reverted to a non-exclusive basis on July 18, 2004 when Harris failed to make
the minimum purchases as required under the OEM agreement with the Company and
expires on February 24, 2006. Harris indicates that it remains highly committed
to the long-term success of its ReCon branded version of the Statmon-owned Axess
software application and suite of hardware integration products. While we
continue to have confidence in the future of the Harris relationship, we are
positioning the Company to return to previous levels of revenue in the broadcast
industry independent of the Harris relationship. The decrease in integration
services revenues of approximately $60,000 is due to the timing of completion of
several large projects in the previous year.

COST OF SALES - Cost of sales were $58,597 and $156,984 for the quarters ended
September 30, 2004 and 2003, respectively. Cost of sales was substantially all
related to integration services revenues for the three months ended September
30, 2004. Cost of sales consisted of $93,630 related to product revenues and
$63,354 related to integration services revenues for the three months ended
September 30, 2003. Overall gross profit percentage decreased to 68% in the
three months ended September 30, 2004 compared to 77% in the comparable prior
year period. The decrease in overall gross profit percentage is attributable to
a decrease in product revenues in the period as a percentage of overall revenue
for the period, as the gross profit percentage for product revenues is typically
significantly greater than the gross profit percentage related to integration
services revenue.

RESEARCH AND DEVELOPMENT - Research and development expenses were approximately
$111,000 and $55,000 for the three months ended September 30, 2004 and 2003,
respectively. This increase represents increased research and development in the
period related to our new EIF product.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES - Selling, general and
administrative expenses were $492,728 and $358,330 for the three months ended
September 30, 2004 and 2003, respectively, an increase of approximately
$134,000. The increase in selling, general and administrative expenses is
principally attributed to an increase in audit and legal expense during the
September 30, 2004 period due to the recent audit of the Company's financial
statements for fiscal years ended March 31, 2004 and 2003 and the three months
ended March 31, 2002.

OTHER (INCOME)/EXPENSE - Other (Income)/Expense was $392,216 and $198,467 for
the three months ended September 30, 2004 and 2003, respectively. The increase
of approximately $194,000 can be attributed to an increase in interest expense
of approximately $36,000 related to increased borrowings in the period, an
increase in amortization of debt discount of approximately $117,000 related to a
substantial amount of new debt issued at the end of the March 31, 2004 period,
and an increase in amortization of deferred financing costs related to that same
new debt.

NET LOSS - As a result of the above, for the three months ended September 30,
2004 the Company recorded a net loss of $760,971, compared to a net loss of
$29,183 for the same period the previous year.


                                       14
<PAGE>

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

RESULTS FROM OPERATIONS

REVENUES - Revenues were $808,820 and $1,387,583 for the six months ended
September 30, 2004 and 2003, respectively. Revenues consisted of $505,405 of
product revenues and $303,415 of integration services revenues for the six
months ended September 30, 2004. Revenues consisted of $936,657 of product
revenues and $450,926 of integration services revenues for the six months ended
September 30, 2003. The decrease in product revenues of approximately $431,000
is due to weak broadcast sales as we realign the broadcast sales channel with
our broadcast industry partner, "Harris Broadcast", a division of Harris Corp.
(NYSE symbol - HRS) on a non-exclusive basis. Harris Broadcast recently
implemented an internal restructuring which impacted their product purchases
from the Company. The Company's distribution agreement with Harris reverted to a
non-exclusive basis on July 18, 2004 when Harris failed to make the minimum
purchases as required under the OEM agreement with the Company and expires on
February 24, 2006. Harris indicates that it remains highly committed to the
long-term success of its ReCon branded version of the Statmon-owned Axess
software application and suite of hardware integration products. While we
continue to have confidence in the future of the Harris relationship we are
positioning the Company to return to previous levels of revenue in the broadcast
industry independent of the Harris relationship. The decrease in integration
services revenues of approximately $147,000 is due to the timing of completion
on several large projects in the previous year period and lower integration
services revenues from Statmon PSO, which contributed approximately $100,000 of
additional integration services revenue to the quarter ended June 30, 2003.

COST OF SALES - Cost of sales were $184,157 and $408,236 for the six months
ended September 30, 2004 and 2003, respectively. Cost of sales consisted of
$50,969 related to product revenues and $133,188 related to integration services
revenues for the six months ended September 30, 2004. Cost of sales consisted of
$189,439 related to product revenues and $218,797 related to integration
services revenues for the six months ended September 30, 2003. Overall gross
profit percentage increased to 77% for the six months ended September 30, 2004
compared to 71% in the comparable prior year period. The increase in overall
gross profit percentage is attributable to greater gross margins for product
revenues for the six months as a percentage of overall revenue for the six
months, as the gross profit percentage for product revenues is typically
significantly greater than the gross profit percentage related to integration
services revenue

RESEARCH AND DEVELOPMENT - Research and development expenses were approximately
$178,000 and $115,000 for the six months ended September 30, 2004 and 2003,
respectively. This increase represents increased research and development in the
period related to our new EIF product.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES - Selling, general and
administrative expenses were $923,817 and $708,016 for the six months ended
September 30, 2004 and 2003, respectively, an increase of approximately
$216,000. The increase in selling, general and administrative expenses is
principally attributed to an increase in audit and legal expenses during the
three month period ended September 30, 2004 due to our recent audit of the
Company's financial statements for the fiscal years ended March 31, 2004 and
2003 and the three months ended March 31, 2002.

OTHER (INCOME)/EXPENSE - Other (Income)/Expense was $981,593 and $409,961 for
the six months ended September 30, 2004 and 2003, respectively. The increase of
approximately $572,000 can be attributed to an increase in interest expense of
approximately $62,000 related to increased borrowings in the period, an increase
in amortization of debt discount of approximately $409,000 related to a
substantial amount of new debt issued at the end of the March 31, 2004 period,
an increase in the cost associated with common stock and warrants issued in
association with debt of approximately $31,000 and an increase in amortization
of deferred financing costs related to that same new debt.

NET LOSS - As a result of the above, for the six months ended September 30, 2004
the Company recorded a net loss of $1,280,747 compared to a net loss of $138,630
for the same period the previous year.


LIQUIDITY AND CAPITAL RESOURCES

The Company has financed its cash requirements primarily through operations and
short-term borrowings. During the three months ended September 30, 2004, the
Company issued one Unit to one investor consisting of (i) a $250,000 principal
amount promissory note bearing interest at 10% per annum and due 180 days from


                                       15
<PAGE>

the date of issuance, (ii) 250,000 shares of the Company's common stock, and
(iii) a three-year warrant to purchase 250,000 shares of common stock,
exercisable at $1.00 per share. During the previous quarter, the Company issued
a Unit consisting of (i) a $20,000 principal amount promissory note bearing
interest at 10% per annum and due 180 days from the date of issuance, (ii)
20,000 shares of the Company's common stock, and (iii) a three-year warrant to
purchase 20,000 shares of common stock, exercisable at $1.00 per share.

Net cash (used in)/provided by operating activities was ($68,811) and $17,835
for the six months ended September 30, 2004 and 2003, respectively. The decrease
of approximately $87,000 in cash provided by operating activities was primarily
due to increased collections in the period related to higher sales to Harris
Broadcast offset by the reduction of current liabilities and an increase in
inventories in the period.

Cash used in investing activities was $4,321 and $0 for the six months ended
September 30, 2004 and 2003, respectively.

Cash (used in)/provided by financing activities was $75,000 and ($7,675) for the
six months ended September 30, 2004 and 2003, respectively. The Company repaid a
large portion of a previously outstanding promissory note in the prior year
period offset by additional short-term borrowings of $202,000.

As of September 30, 2004, the Company had a working capital deficiency of
approximately $1,940,000, including notes payable and accrued interest totaling
approximately $1,876,000, net of applicable debt discount. The Company has no
long-term debt.

The Company has incurred net losses of approximately $4,888,000 since inception,
a substantial portion of which relates to the amortization of debt discount and
other debt related charges. Primarily as a result of our recurring losses and
our lack of liquidity, the Company has received a report from its independent
auditors, included with our annual report on form 10-KSB for the year ended
March 31, 2004, that includes an explanatory paragraph describing the
uncertainty as to our ability to continue as a going concern. These conditions
raise substantial doubt about the Company's ability to continue as a going
concern. The accompanying financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

In order to continue our operations beyond December 2004, the Company will need
to attain its revenue and profit margin goals, repay or obtain extensions on its
existing debt and raise additional working capital through a private placement
of equity or long-term debt in late 2004. The Company intends to use the
proceeds of such offering to repay short-term debt, fund new market verticals
and provide working capital. If the Company raises additional funds through the
issuance of equity securities, the percentage ownership of its stockholders
would be reduced. In addition, these equity securities might have rights,
preferences or privileges senior to the outstanding common stock.

There can be no assurance that the Company will be able to raise the capital it
requires in this time frame or at all or that it will be able to raise the
capital in terms acceptable to it. In addition, there can be no assurances that
the Company will be successful in obtaining extensions of its notes, if
required. If it is not successful, the Company would seek to negotiate other
terms for the issuance of debt, pursue bridge financing, negotiate with
suppliers for a reduction of debt through issuance of stock, and/or seek to
raise equity through the sale of its common stock. Management cannot assess the
likelihood of achieving these objectives. If the Company is unable to achieve
these objectives, the Company may be forced to cease its business operations,
sell its assets and/or seek further protection under applicable bankruptcy laws.

Except as provided above, the Company has no present commitment that is likely
to result in its liquidity increasing or decreasing in any material way. In
addition, except as noted above, the Company knows of no trend, additional
demand, event or uncertainty that will result in, or that is reasonably likely
to result in, the Company's liquidity increasing or decreasing in any material
way. The Company has no material commitments for capital expenditures. The
Company knows of no material trends, favorable or unfavorable, in its capital
resources.

INFLATION AND SEASONALITY

Inflation has not materially affected the Company during the past fiscal year.
The Company's business is not seasonal in nature.


                                       16
<PAGE>

ITEM 3 - CONTROLS AND PROCEDURES

The Company's Chief Executive Officer and Chief Financial Officer, with the
participation of its management, carried out an evaluation of the effectiveness
of the Company's disclosure control and procedures pursuant to Exchange Act Rule
13a-15(e). Based upon that evaluation, the Chief Executive Officer / Chief
Financial Officer believe that, as of the end of the period covered by this
report, the Company's disclosure controls and procedures are effective in making
known to them, recording, processing, summarizing and reporting on a timely
basis, material information relating to the Company (including its consolidated
subsidiaries) required to be included in this report.

A control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Because of the inherent limitations in all control systems no
evaluation of controls can provide absolute assurance that all control issues,
if any, within a company have been detected.























                                       17
<PAGE>

PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

            On February 25, 2003 the Company entered into a Work Out Agreement
            with Michael Hurst and Chad Kalebic individually and their
            affiliates, including "SDS LLC" (the "Plaintiffs"), pertaining to
            the termination of their commission-based sales arrangement with the
            Company. From mid-2000 to February 2003, the Plaintiffs had acted in
            various capacities with the Company, including functioning as its
            sales force. In mid-2003, a dispute developed between the parties
            over unpaid commissions and the release of common stock issued to
            them. On November 6, 2003, the Plaintiffs filed a lawsuit with the
            Superior Court of the State of California (Case No. BC305584)
            alleging breach of contract of the Work Out Agreement, requesting
            specific performance and making an application for writ of
            attachment of the Company's assets. On December 1, 2003, the Company
            consented to the entry of an attachment order for $184,275,
            effective January 30, 2004, which was the amount of the Plaintiffs'
            claims for unpaid commissions and accrued compensation. The
            Plaintiffs also sought the delivery of 1,120,300 restricted shares
            of common stock issued them but being held by the Company. On
            December 30, 2003, the Company paid the Plaintiffs $40,000 under
            protest, to be offset against the $184,275 claimed by the Plaintiffs
            and on January 30, 2004, the Company made a cash deposit into a bank
            account for $144,275, which was attached by the Plaintiffs.

            Effective June 14, 2004, the parties settled the lawsuit. Under the
            settlement the Company paid $164,275 in cash of which $18,650 was
            expensed during the period ended June 30, 2004, including $144,275
            from the release of the attached funds, and the Plaintiffs assigned
            1,120,000 shares of common stock issued to them back to the Company
            for cancellation on September 15, 2004. The Company incurred
            approximately $8,000 of filing and third party costs in connection
            with the settlement and reissued 373,396 restricted and unregistered
            shares of the 1,120,000 shares of common stock, pursuant to the
            exemption provided by Section 4(2) of the Securities Act, to its
            legal counsel in connection with the settlement.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

            During the three-months ended September 30, 2004, the Company issued
            a Unit to one investor consisting of (i) a $250,000 principal amount
            promissory note bearing interest at 10% per annum and due 180 days
            from the date of issuance; (ii) 250,000 shares of the Company's
            common stock; and (iii) a three-year warrant to purchase 250,000
            shares of common stock, exercisable at $1.00 per share.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

            The Company continues to be in default on $250,000 of Senior Notes
            during the three months ended September 30, 2004. The Senior Notes
            accrue interest at a penalty rate of 15% per annum. Under the
            penalty provisions of the loan agreements, the Company continues to
            issue 25,000 shares of common stock per month until full repayment
            of the Senior Notes. The accrued interest on the Senior Notes at
            September 30, 2004 is $102,904.

            The Company also continues to be in default on a $50,000 principal
            amount promissory note issued in May 2002, a $50,000 principal
            amount promissory note issued in September 2003, a $60,000 principal
            amount promissory note issued in January 2004 and a $100,000
            principal amount promissory note issued in March 2004. The Notes
            continue to accrue interest at 15% per annum and 2,500 penalty
            warrants per month have begun to accrue on the first note since
            January 10, 2003, 2,500 penalty warrants per month have begun to
            accrue on the second note since April 19, 2004, 3,000 penalty
            warrants per month have begun to accrue on the second note since
            August 2, 2004 and 5,000 penalty warrants per month have begun to
            accrue on the second note since October 14, 2004. The accrued
            interest on these Notes at September 30, 2004 is $33,195.

            In total, at September 30, 2004, $1,337,000 principal amount of the
            $1,747,000 principal amount of promissory notes are in default and
            $233,380 of interest had accrued on these outstanding notes as of
            such date.

ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

            31.1  Certificate of pursuant to Rule 13a-14(a) under the Securities
                  and Exchange Act of 1934, as amended.

            31.2  Certificate of pursuant to Rule 13a-14(a) under the Securities
                  and Exchange Act of 1934, as amended.

            32.1  Certificate of pursuant to Rule 13a-14(b) under the Securities
                  and Exchange Act of 1934, as amended.

            32.2  Certificate of pursuant to Rule 13a-14(b) under the Securities
                  and Exchange Act of 1934, as amended.

(b)   The Company filed no reports on Form 8-K during the quarterly period ended
      September 30, 2004.


                                       18
<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


Date: November 12, 2004      /s/
                             Name:  Geoffrey P. Talbot
                             Title: Chief Financial Officer
























                                       19
<PAGE>

EXHIBIT INDEX


EXHIBIT                            DESCRIPTION

31.1  Certificate of Geoffrey P. Talbot, Chief Executive Officer, pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.

31.2  Certificate of Geoffrey P. Talbot, Chief Financial Officer, pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.

32.1  Certificate of Geoffrey P. Talbot, Chief Executive Officer, pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002.

32.2  Certificate of Geoffrey P. Talbot, Chief Financial Officer, pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002.


                                       20