UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-QSB





(Mark One)



[ X ]

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the Quarter Ended:  September 30, 2004



[     ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from _____________ to _____________



Commission file number:  0-10147







DIATECT INTERNATIONAL CORPORATION

_______________________________________________________________________________

(Name of Small Business Issuer in its charter)





|California                                                     | 82-0513109                          
|-------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)







875 S Industrial Parkway, Heber City, Utah 84032

(435) 654-4370

_______________________________________________________________________________

(Address and telephone number of registrants principal executive offices and principal

place of business)





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), or (2) has been subject to such filing requirements for the past 90 days.



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, No Par Value | 76,816,146                                           
|-------------------------- | -----------------------------------------------------
|Title of Class             | Number of Shares Outstanding
as of September 30, 2004















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PART I FINANCIAL INFORMATION



ITEM 1.  FINANCIAL STATEMENTS



DIATECT INTERNATIONAL CORP.

FINANCIAL STATEMENTS

(UNAUDITED)



The accompanying financial statements have been prepared by the Company, without audit, in accordance with the instructions to Form 10-QSB pursuant to the rules and regulations of the Securities and Exchange Commission and, therefore may not include all information and footnotes necessary for a complete presentation of the financial position, results of operations, cash flows, and stockholders equity in conformity with generally accepted accounting principles.  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.

---





Diatect International Corp.

Consolidated Balance Sheets



|                                                                      | September 30,
2004
(Unaudited) | December 31,
2003    
|--------------------------------------------------------------------- | ------------------------------ | ---------------------
|                                                                      |                                |                      
|ASSETS                                                                |                                |                      
|                                                                      |                                |                      
|CURRENT ASSETS                                                        |                                |                      
|Cash                                                                  | $                        -     | $                 265
|Accounts receivable, net allowance for doubtful accounts              | 119,659                        | 113,724              
|Prepaid consulting                                                    | 216,879                        | -                    
|Current portion receivable from related party                         | 750,000                        | -                    
|Inventories                                                           | 896,157                        | 1,040,508            
|Total Current Assets                                                  | 1,982,695                      | 1,154,497            
|                                                                      |                                |                      
|PROPERTY, PLANT AND EQUIPMENT                                         |                                |                      
|Mining property                                                       | 940                            | 940                  
|Land                                                                  | 150,000                        | 150,000              
|Building                                                              | 725,500                        | 725,500              
|Computer equipment & software                                         | 76,370                         | 76,370               
|Office furniture & equipment                                          | 66,199                         | 66,199               
|Manufacturing equipment                                               | 302,325                        | 297,354              
|Less accumulated depreciation                                         | (257,118)                      | (189,019)            
|Total Property, Plant and Equipment                                   | 1,060,217                      | 1,127,344            
|                                                                      |                                |                      
|OTHER ASSETS                                                          |                                |                      
|Note receivable from related party                                    | 11,250,000                     | 12,000,000           
|Patent                                                                | 11,050                         | 8,500                
|Investment in EPA labels, net of amortization                         | 1,736,322                      | 1,736,322            
|Total Other assets                                                    | 12,997,372                     | 13,744,822           
|                                                                      |                                |                      
|TOTAL ASSETS                                                          | $       16,044,284             | $      16,026,663    
|                                                                      |                                |                      
|LIABILITIES AND STOCKHOLDERS EQUITY                                  |                                |                      
|                                                                      |                                |                      
|CURRENT LIABILITIES                                                   |                                |                      
|Accounts payable                                                      | $            908,357           | $           592,037  
|Drafts outstanding in excess of balance                               | 23,546                         | -                    
|Accrued payroll and taxes                                             | 81,626                         | 84,381               
|Lease  payable                                                       | 13,807                         | 13,807               
|Lines of credit                                                       | 146,138                        | 113,358              
|Interest payable                                                      | 709,590                        | 13,507               
|Other accrued liabilities                                             | 20,086                         | 21,476               
|Settlements payable                                                   | 60,543                         | 136,709              
|Royalty payable                                                       | 113,623                        | -                    
|Notes payable                                                         | 2,746,940                      | 605,637              
|Mortgage payable                                                      | 847,000                        | -                    
|Total Current Liabilities                                             | 5,671,257                      | 1,580,912            
|                                                                      |                                |                      
|LONG-TERM DEBT                                                        |                                |                      
|Mortgage note payable                                                 | -                              | 847,000              
|Notes payable                                                         | -                              | 3,110,007            
|Settlements payable                                                   | 174,971                        | 288,594              
|Total Long-Term Debt                                                  | 174,971                        | 4,245,601            
|                                                                      |                                |                      
|COMMITEMENTS AND CONTIGENCIES                                         | 179,245                        | 200,520              
|                                                                      |                                |                      
|STOCKHOLDERS EQUITY                                                  |                                |                      
|Common stock, no par value; 100,000,000 shares authorized;            |                                |                      
|76,816,146 and 62,380,697 shares issued and outstanding, respectively | 20,228,691                     | 18,053,211           
|Common stock subscribed                                               | (130,000)                      | (75,000)             
|Stock options                                                         | 210,635                        | 210,635              
|Accumulated deficit                                                   | (10,290,515)                   | (8,189,216)          
|Total Stockholders Equity                                            | 10,018,812                     | 9,999,630            
|                                                                      |                                |                      
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                            | $       16,044,284             | $      16,026,663    







See condensed notes to interim consolidated financial statements.







---

Diatect International Corp.

Consolidated Statements of Operations



|                                                     | Three Months Ended
September 30, | Nine Months Ended
September 30,
|---------------------------------------------------- | -------------------------------- | -------------------------------
|                                                     | 2004
(Unaudited)                 | 2003
(Unaudited)               
|                                                     |                                  |                                
|REVENUES                                             | $            194,477             | $         241,084              
|                                                     |                                  |                                
|COST OF SALES                                        | 72,624                           | 88,239                         
|                                                     |                                  |                                
|GROSS PROFIT                                         | 101,853                          | 152,845                        
|                                                     |                                  |                                
|OPERATING EXPENSES                                   |                                  |                                
|Salaries, wages and benefits                         | 159,293                          | 314,901                        
|Executive compensation                               | 64,793                           | 68,615                         
|Other operating expense                              | 78,547                           | 74,492                         
|Consulting                                           | 65,064                           | 25,000                         
|Legal and professional fees                          | 12,695                           | 48,733                         
|Advertising and promotion                            | 35,490                           | 73,944                         
|Bad debts                                            | 26,838                           | 18,300                         
|Depreciation and amortization                        | 22,697                           | 22,378                         
|Office expense                                       | 11,291                           | 7,954                          
|Travel                                               | 13,032                           | 28,599                         
|Fees and licenses                                    | 6,075                            | 12,621                         
|Insurance                                            | 2,282                            | 3,685                          
|Telephone                                            | 6,924                            | 7,828                          
|Total Operating Expenses                             | 485,019                          | 707,050                        
|                                                     |                                  |                                
|OPERATING LOSS                                       | (383,166)                        | (554,205)                      
|                                                     |                                  |                                
|OTHER INCOME (EXPENSES)                              |                                  |                                
|Sale of mining property                              | -                                | 15,562,800                     
|Interest expense                                     | (434,564)                        | (237,986)                      
|Gain from termination of debt                        | 3,150                            | -                              
|Settlement of other expenses                         | -                                | -                              
|Miscellaneous                                        | -                                | 14,358                         
|Total Other Income (Expenses)                        | (431,414)                        | 15,339,172                     
|                                                     |                                  |                                
|LOSS BEFORE INCOME TAXES                             | (814,580)                        | 14,784,967                     
|                                                     |                                  |                                
|INCOME TAXES                                         | -                                | -                              
|                                                     |                                  |                                
|NET LOSS                                             | $           (814,580)            | $    14,784,967                
|                                                     |                                  |                                
|BASIC AND DILUTED                                    |                                  |                                
|NET LOSS PER SHARE                                   | $                (0.01)          | $               0.30           
|                                                     |                                  |                                
|WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTADNING |                                  |                                
|BASIC AND DILUTED                                    | 75,722,974                       | 49,794,334                     





See condensed notes to interim financial statements.









---

Diatect International Corp.

Consolidated Cash Flow Statements



|                                                                        | Nine Months Ended
September 30,
|----------------------------------------------------------------------- | -------------------------------
|                                                                        | 2004
(Unaudited)               
|                                                                        |                                
|CASH FLOW FROM OPERATING ACTIVITIES                                     |                                
|Net loss                                                                | $    (2,101,262)               
|Adjustments to reconcile net loss to cash used by operating activities: |                                
|Gain from debt termination                                              | (76,166)                       
|Depreciation and amortization                                           | 68,099                         
|Bad debt                                                                | 35,473                         
|Issuance of stock for expenses                                          | 431,375                        
|Issuance of stock for financing costs                                   | 506,823                        
|Issuance of stock and exercise of options for consulting services       | 396,063                        
|Issuance of stock for compensation                                      | 69,238                         
|Issuance of stock for directors fees                                    | 8,260                          
|Changes in assets and liabilities:                                      |                                
|Cash in escrow                                                          | -                              
|Accounts receivable                                                     | (41,445)                       
|Employee receivable                                                     | -                              
|Inventories                                                             | 144,351                        
|Deposits and prepaid expenses                                           | (216,879)                      
|Royalty payable                                                         | -                              
|Accounts payable & accrued expenses                                     | (239,443)                      
|Interest payable                                                        | 232,396                        
|                                                                        |                                
|NET CASH FLOWS USED BY OPERATING ACTIVITIES                             | (783,118)                      
|                                                                        |                                
|CASH FLOWS FROM INVESTING ACTIVITIES                                    |                                
|Purchase of property, plant and equipment                               | (7,522)                        
|NET CASH FLOWS USED IN INVESTING ACTIVITIES                             | (7,522)                        
|                                                                        |                                
|CASH FLOWS FROM FINANCING ACTIVITIES                                    |                                
|Overdrafts payable                                                      | 23,546                         
|Proceeds from line of credit                                            | 32,780                         
|Payments of line of credit                                              | -                              
|Issuance of common stock for cash                                       | 593,324                        
|Settlements payable                                                     | -                              
|Commitments                                                             | (21,275)                       
|Payment of commitments and contingencies                                | -                              
|Payment of lease payable                                                | -                              
|Net payment of notes payable                                            | (56,500)                       
|Net proceeds from notes payable                                         | 218,500                        
|NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                         | 790,375                        
|                                                                        |                                
|NET INCREASE (DECREASE) IN CASH                                         | (265)                          
|                                                                        |                                
|CASH AT BEGINNING OF YEAR                                               | 265                            
|                                                                        |                                
|CASH AT END OF PERIOD                                                   | $                     -        







|                                                       | Nine Months Ended
September 30,
|------------------------------------------------------ | -------------------------------
|                                                       | 2004
(Unaudited)               
|                                                       |                                
|SUPPLEMENTAL CASH FLOW DISCLOSURES:                    |                                
|                                                       |                                
|Interest expense paid                                  | $         823,029              
|                                                       |                                
|Income taxes paid                                      | $                     -        
|                                                       |                                
|NON-CASH FINANCING ACTIVITIES:                         |                                
|Note issued for interest                               | $             9,254            
|Property acquired by mortgage                          | $                     -        
|Accounts receivable allowance for bad debt             | $           35,473             
|Stock issued for accounts payable                      | $         431,375              
|Stock issued for notes payable and interest            | $         126,075              
|Stock issued for financing fees                        | $         464,690              
|Stock issued for consulting services                   | $         451,063              
|Stock issued for Commitment and Contingencies          | $           31,455             
|Stock issued for compensation                          | $           69,238             
|Stock issued for directors fees                        | $             8,260            
|Stock issued for cash                                  | $         593,323              
|Settlement payable reclassified to royalty payable     | $         113,623              
|Long-term note payable reclassified to account payable | $         551,619              
|Long-term interest payable reclassified to current     | $         466,941              







See condensed notes to interim consolidated financial statements.









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Diatect International Corp.

Notes to the Interim Consolidated Financial Statements

September 30, 2004





NOTE 1  BASIS AND PRESENTATION



The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Regulation S-B as promulgated by the Securities and Exchange Commission.  Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles for complete financial   statements. These unaudited interim financial statements should be read in conjunction with the Companys audited financial statements for the year ended December 31, 2003.  In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.



The preparation of financial statements in accordance with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period.  Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company's financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions that could have a material effect on the reported amounts of the Company's financial position and results of operations.



Operating results for the nine-month period ended September 30, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004.





NOTE 2 - ORGANIZATION AND DESCRIPTION OF BUSINESS



Diatect International Corp's principal business activities primarily consist of developing and marketing pesticide products.  Diatect International has its principal business with manufacturing, marketing, sales, and corporate offices located in Heber City, Utah.





NOTE 3  INVENTORIES



Inventories at September 30, 2004 and December 31, 2003 consist of the following:



|                           | September 30,
2004    | December 31,
2003      
|-------------------------- | --------------------- | -----------------------
|                           |                       |                        
|Raw materials              | $              63,401 | $                56,719
|Packaging materials        | 14,288                | 13,048                 
|Finished goods             | 858,468               | 970,742                
|Reserve for slow inventory | (40,000)              | -                      
|Total                      | $            896,157  | $          1,040,508   





Finished goods consist of different forms of application of pesticide products.





NOTE 4  NOTES PAYABLE



All of the Companys notes payable are considered short-term.  At September 30, 2004 notes payable consisted of the following:



|Creditor and Conditions                                                                                                                                                                                                                                                |  | December 31, 2003
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------
|Balance, December 31, 2003                                                                                                                                                                                                                                             |  | 3,715,644        
|                                                                                                                                                                                                                                                                       |  |                  
|Robert L. Drake and Sandra K Drake, (shareholders of the Company), secured by sale of inventory, interest at 12%, dated July 12, 2000, due on May 5, 2005.                                                                                                             |  | ($4,500)         
|                                                                                                                                                                                                                                                                       |  |                  
|David L. or Eileen S. Russell, (shareholders of the Company), unsecured, interest at 10%, convertible to common stock at the rate of $0.25 per share from May 21, 2003 through November 21, 2003, dated May 20, 2003, due on May 1, 2005.                              |  | 6,129            
|                                                                                                                                                                                                                                                                       |  |                  
|David L. or Eileen S. Russell, (shareholders of the Company), unsecured, interest at 10%, convertible to common stock at the rate of $0.25 per share from October 2, 2002 through April 2, 2003, dated October 1, 2002, due on May 1, 2005.                            |  | 3,125            
|                                                                                                                                                                                                                                                                       |  |                  
|Gary Hanson, (shareholder of the Company), unsecured, interest at 10%, convertible to common stock at the rate of $0.25 per share at any time after July 2, 2003 dated July 1, 2003, Paid in full 2004                                                                 |  | (6,000)          
|                                                                                                                                                                                                                                                                       |  |                  
|Ed L. Shannon, Jr. and Bruce L Shannon, (shareholders of the Company), unsecured, interest at 12%, dated August 1, 2001, due on May 1, 2005.                                                                                                                           |  | (1,500)          
|                                                                                                                                                                                                                                                                       |  |                  
|George H. Henderson, (a shareholder of the Company), unsecured, interest at 10%, dated April 14, 2000, due on December 31, 2000, amended on September 20, 2001, payable in principal installments of $5,000 per month commencing January 15, 2002.  Note paid in full. |  | (40,000)         
|                                                                                                                                                                                                                                                                       |  |                  
|Hyrum L. & Helen Mae Andrus, (shareholders of the Company), interest at 8%, dated April 24, 2002, due on June 24, 2002. Renegotiated interest at 10%, dated July 10, 2003, due on demand.  Note paid in 2004.                                                          |  | (38,000)         
|                                                                                                                                                                                                                                                                       |  |                  
|Brent J. Larsen, (a shareholder of the Company), unsecured, interest at 10%, convertible to common stock at the rate of $0.25 per share at any time after January 1, 2003 and untill March 31, 2004, dated December 31, 2003, due on March 31, 2004.                   |  | (9,100)          
|                                                                                                                                                                                                                                                                       |  |                  
|Brian S. and Roxanne R. Clark, (shareholders of the Company), unsecured, interest at 10%, convertible to common stock at the rate of $0.20 per share from October 31, 2002 through April 30, 2003, dated October 30, 2002, due on April 30, 2003.  Paid in full        |  | (6,000)          
|                                                                                                                                                                                                                                                                       |  |                  
|Brian S. and Roxanne R. Clark, (shareholders of the Company), unsecured, interest at 10%, convertible to common stock at the rate of $0.25 per share from June 26, 2003 thereon, dated June 25, 2002, due on demand.  Paid in full 2004.                               |  | (4,798)          
|                                                                                                                                                                                                                                                                       |  |                  
|David J. Stecher, (a shareholder of the Company), unsecured, interest at 15%, dated December 18, 2002, due May 1, 2004.                                                                                                                                                |  | (6,000)          
|                                                                                                                                                                                                                                                                       |  |                  
|David Andrus, (an officer and shareholder of the Company), unsecured, 10% interest, dated April 1, 2004, due on demand, convertible to common stock at $0.25 per share.                                                                                                |  | 119,800          
|                                                                                                                                                                                                                                                                       |  |                  
|Compax/Flexpak, a vendor of the company, has converted its accounts payable balance to secured note with interest at 12% per annum, until paid.  Secured by finished goods inventory.                                                                                  |  | (37,500)         
|                                                                                                                                                                                                                                                                       |  |                  
|Jay Downs, (an officer and shareholder of the Company), unsecured, 10% interest, dated December 31, 2003, due on demand, convertible to common stock at $0.25 per share.                                                                                               |  | (20,800)         
|                                                                                                                                                                                                                                                                       |  |                  
|Jared Parkinson, (shareholders of the Company), unsecured, interest at 10%, convertible to common stock at the rate of $0.20 per share anytime prior to May 4, 2004, dated October 31, 2003, due on May 1, 2004.                                                       |  | (2,500)          
|                                                                                                                                                                                                                                                                       |  |                  
|PJRM, (shareholders of the Company), unsecured, interest at 10%, convertible to common stock at the rate of $0.20 per share anytime prior to May 4, 2004, dated October 31, 2003, due on May 1, 2004.  paid in full 2004.                                              |  | (12,500)         
|                                                                                                                                                                                                                                                                       |  |                  
|Weller Enterprises LTD, (shareholders of the Company), unsecured, one time interest payment $5000, convertible to common stock at the rate of $0.20 per share anytime prior to April 14, 2004, dated May 28, 2004, due on May 28, 2004.                                |  | 50,000           
|                                                                                                                                                                                                                                                                       |  |                  
|Grant Kohler, unsecured, interest 10%, convertible to common stock at the rate of $0.20 per share, dated September 13, 2004, upon demand.                                                                                                                              |  | 10,000           
|                                                                                                                                                                                                                                                                       |  |                  
|Margie Humphries, (an officer of the Company), unsecured, one time interest payment of $2700, dated October 31, 2003, due on May 1, 2004.                                                                                                                              |  | 50,000           
|                                                                                                                                                                                                                                                                       |  |                  
|Total notes payable                                                                                                                                                                                                                                                    |  | 3,765,500        
|                                                                                                                                                                                                                                                                       |  |                  
|                                                                                                                                                                                                                                                                       |  |                  
|Long-term note payable converted to interest payable                                                                                                                                                                                                                   |  | 466,942          
|Long-term note payable converted to accounts payable                                                                                                                                                                                                                   |  | 551,619          
|Note payable considered current                                                                                                                                                                                                                                        |  | 2,746,940        
|                                                                                                                                                                                                                                                                       |  |                  
|Total Long-term notes                                                                                                                                                                                                                                                  |  | 174,971          
|                                                                                                                                                                                                                                                                       |  |                  
|At December 31, 2003 $605,637 was considered short-term notes payable.  At June 30, 2004 $2,768,440 is considered short-term.                                                                                                                                         
|                                                                                                                                                                                                                                                                       |  |                  
|Total interest accrued on notes payable                                                                                                                                                                                                                                |  | 709,590          
|Less interest deemed to be long-term                                                                                                                                                                                                                                   |  | 0                
|                                                                                                                                                                                                                                                                       |  | 709,590          







NOTE 5  LINES OF CREDIT



At September 30, 2004 and December 31, 2003, the Company had $97,000 borrowed on an outstanding line of credit.  The line of credit was extended to the Company by a shareholder utilizing his personal line of credit.  This credit facility is unsecured, has no stated maturity, and bears interest at 12%.



At September 30, 2004, the Company had $3,019 borrowed on an automatic line of credit with America First Credit Union.  This credit facility is unsecured, has no stated maturity and bears interest at 8.25%.



At September 30, 2004, the Company had $12,825 borrowed on an automatic line of credit with Community First National Bank.  This credit facility is unsecured, has no stated maturity and bears interest at 16%.



At September 30, 2004 the Company had $33,294 borrowed on automatic credit lines with various credit card companies.  This credit facility is unsecured, has no maturity and bears interest at 2.9% to 20.8%





NOTE 6  Mortgage Note Payable



The Company purchased its facilities on January 17, 2003 at a total cost of $875,500.  Terms of the agreement called for a down payment of $28,500 and a mortgage note of $847,000 at a rate of 13% per annum. Interest only payments commenced on February 17, 2003 and will continue on the same day of each succeeding month until January 17, 2005 at which time the mortgage is due. Interest only payments are approximately $9,200 per month.  The $847,000 mortgage note payable is reflected on the balance sheet under long-term debt at December 31, 2003 and under current liabilities at September 30, 2004.The mortgage note payable is secured by the building and EPA REGISTRATION NUMBERS: 42850-1, 42850-2, 42850-3, 42850-4 AND 42850-5, heating, air conditioning, phone and electrical equipment, together with all fixtures, located upon the property.





NOTE 7  COMMON STOCK



During the nine months ended September 30, 2004, the Company issued 2,375,083 shares of its common stock for debt and interest valued at $587,766.



Issued 1,119,412 shares in payment of $203,739 for expenses and 3,388,801 shares in payment of $500,623 for consulting.



The Company received $145,000 in cash and $130,000 receivable for options exercised of 2,800,000 shares.



The Company also sold 4,131,100 shares of its common stock for $448,323 during the same fiscal period.



Issued 189,000 shares valued at $31,455 as a settlement for a debt recorded in commitment and contingencies.



Issued 49,000 shares of common stock to the Board of Directors. The stock was valued at it fair market value on the date of issuance.





NOTE 8  STOCK OPTIONS



Exercise of Options

During the nine months ended September 30, 2004, a shareholder of the Company was granted and exercised stock options valued at $275,000 to purchase 2,800,000 shares of the Companys common stock.  The Company received $145,000 cash and a receivable of $130,000 in connection with the exercise of the stock options.





NOTE 9  COMMITMENTS AND CONTINGENCIES



Iver J. Longtieg

Mr. Longtieg agreed to settle the balance in a non-cash stock transaction on April 20, 2004.  At December 31,2003, $21,275 owed to Mr. Longtieg is included in commitments and contingences on the Companys balance sheet.



Other Contingencies

The production of pesticides is subject to complex environmental regulations. As of the date of these financial statements and the date of this report, the Company is unaware of any pending environmentally related litigation or of any specific past or prospective matters involving environmental concerns, which could impair the marketing of its products.





NOTE 10  SUBSEQUENT EVENTS



On October 28, 2004 Jay Downs resigned as Chairman of the Board, CEO, President and CFO.  The Board of Directors appointed Dave Andrus as interim CEO, President and CFO.





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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 the plans and objectives of our management or Board of Directors; (c) statements of 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.



Nine Months ended September 30, 2004 compared to September 30, 2003



During the nine months ended September 30, 2004 and 2003, our revenues were $579,599 and $583,811, respectively, with costs of sales of $246,549 and $244,843 with gross profits of $333,049 and $338,968.  During the nine months ending September 30, 2004 and continuing for the remainder of this year management has taken a proactive approach in marketing for the future.  The revenue numbers will not reflect the significant progress management has been able to achieve with the mass merchandisers until 2005/2006.



Operating Expenses.  For the nine months ended September 30, 2004 and 2003, total operating expenses were $1,693,367 and $2,137,086, respectively, for total operating losses of $1,360,318 and $1,798,118.



The operating expenses for the nine months ended September 30, 2004 were lower than the prior year period.  Management has taken a very aggressive approach in reducing operating expenses through free advertising (product awareness), the controlling of salary, wages, and benefits, reduction of travel expenses and manufacturing / shipping with a reduced number of personal and operating as lean manufacturing.



Other Income and Expenses.  For the nine months ended September 30, 2004 and 2003, other income/expenses showed a loss of $740,944 and gain of $14,850,381, respectively.  Interest expense was the primary component of other expenses for the respective periods and was higher in 2004 due to increased borrowing and debt service.  The gain in the nine months September 30, 2003 was from the sale of mining property.



For the nine months ended September 30, 2004 and 2003, we had net loss of $2,101,262 and gain of $13,052,263 and loss per share was $(0.03) and gain $0.27, respectively.



Liquidity and Capital Resources



In the nine months ended September 30, 2004, liquidity was derived from revenue and the issuance of notes payable and the issuance of common stock for cash.  Cash used in operations exceeded revenues.  Management feels that the remainder of the fiscal year will be comparable to last year.  Management is not anticipating any significant increases / decreases for the remainder of FY 2004.However, with managements reinvesting of its marketing strategy significant revenue may be realized during the 4th quarter from the large retail sector.  During September 30, 2004 quarter the Company recognize the first payment of $1,945,350 for the note receivable of $31,125,600 in current assets.  The current portion of mine receivable was impaired to $750,000.



At September 30, 2004, we had current assets of $1,982,695, consisting primarily of accounts receivable of $119,659, prepaid consulting of $216,879 and $896,157 in inventory.  We had current liabilities of $5,671,257, consisting primarily of accounts payable of $908,357, a line of credit of $146,138, interest payable of $709,590, and current notes payable of $2,746,940, plus a mortgage note payable of $847,000.  Accordingly, we have a working capital deficit of $3,688,562.  At September 30, 2004, we had property, plant and equipment totaling $1,064,217, net of depreciation, and other assets of $13,997,372, consisting primarily of the receivable for the sale of mine less a reserve.



Cash used in operations for the quarter ended September 30, 2004 was $783,118.  In 2004, operations have been funded by cash from operations and subsidized by proceeds from notes payable.



Cash used by investing activities for the quarter ended September 30, 2004 totaled $7,522 for the purchase of property plant, and equipment.



Cash flows from financing activities for the quarter ended September 30, 2004 totaled $790,375 consisting of cash received from the sale of common stock, proceeds from newly issued notes payable, offset by payments on previously issued notes payable and line of credit.  Non-cash financing activities included the issuance of common stock for notes payable, interest, and debt for accounts payable totaling $2,289,102.



As a result of our past production increase and delays in scheduled shipments, we currently have over 580,000 finished product units with a potential wholesale value of over $4.5 million. We are continuing to reinvest in our market strategy.  The wholesale, retail and commercial outlets are expected to continue to absorb the excess inventory.



During the balance of fiscal year 2004, we may seek working capital from several sources, including the equity markets and private investors.



Impact of Inflation



We do not anticipate that inflation will have a material impact on our current or proposed operations.



Seasonality



We have experienced slight variations in sales of products attributable to seasonal factors.





ITEM 3.

CONTROLS AND PROCEDURES



(a) Evaluation of disclosure controls and procedures. We believe our disclosure controls and procedures (as defined in Sections 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934, as amended) are adequate, based on our evaluation of such disclosure controls and procedures on September 30,2004.



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





PART II - OTHER INFORMATION



ITEM 1.

LEGAL PROCEEDINGS



Settled litigation

All Fill

All Fill is an equipment vendor in Pennsylvania claiming $31,182.00 is owed for a piece of equipment.  The claim was included on the companys balance sheet in accounts payable on September 30, 2004. This claim was settled July 7,2004 for $31,182.



Threatened litigation

La Jolla Cove Investors, Inc.

La Jolla Cove Investors, Inc. brought action on July 12, 2004 against Diatect for breach of contract on a promissory note for the sum of $250,000 plus accrued interest of $18,888 as of June 30, 2004. La Jolla Cove Investors is claiming 150% of principle ($375,000) and accrued interest $18,888 with additional interest at $55.55 per day starting July 1, 2004 until debenture is paid.  In addition La Jolla Cove Investors is claiming additional damages in the amount of $5,000 and an additional $5,000 for each 30-day period after July 17, 2004, with such amount to increase to $10,000 for each 30-day period after September 17, 2004 until debenture is paid.  La Jolla Cove claims it is obligated to 25,000 shares of Diatect stock, with additional stock accruing at the rate of 25,000 shares for each 30-day period until debenture is paid.  At June 30, 2004 $250,000 is included in notes payable (see note 4) in these financial statements.  Management has responded vigorously to the lawsuit and will defend the claim until the correct amount owed can be determined.



The Company is not aware of any other threatened litigation against it or its subsidiaries.





ITEM 2.

CHANGES IN SECURITIES



Issued 2,375,083 shares of its common stock for debt and interest valued at $587,766.



Issued 1,119,412 shares in payment of $203,739 for expenses and 3,388,801 shares in payment of $500,623 for consulting.



Received $145,000 in cash and $130,000 receivable for options exercised of 2,800,000 shares.



Issued 4,131,100 shares of its common stock for $448,323 during the same fiscal period.



Issued 189,000 shares valued at $31,455 as a settlement for a debt recorded in commitment and contingencies.



Issued 49,000 shares of common stock to the Board of Directors. The stock was valued at it fair market value on the date of issuance.





ITEM 3.

DEFAULTS UPON SENIOR SECURITIES



None.





ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



None.





ITEM 5.

OTHER INFORMATION



None



ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K



(a)     Exhibits.



Exhibit 31 - CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSAUNT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



Exhibit 32 - CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002





(b)     Reports on Form 8-K.

None.









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SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:



DIATECT INTERNATIONAL CORPORATION



Date: November 15, 2004



/s/ David Andrus, Chief Executive Officer, Principal Accounting Officer

/s/ Margie Humphries, Secretary



Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:



Date: November 15, 2004





/s/ John L. Runft, Director

/s/ David Andrus, Director

/s/ M. Stewart Hyndman, Director

/s/ Frank Priestly, Director

/s/ Michael P. McQuade, Director

/s/ Javvis O. Jacobson, Director









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