UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB

[X]      Quarterly  Export under Section 13 or 15(d) of The Securities  Exchange
         Act of 1934

                For the Quarterly Period Ended September 30, 2004

                          Commission File Number 0-9355

                               CUBIC ENERGY, INC.
             (Exact name of registrant as specified in its charter)

                 Texas                                    87-0352095
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)

                                 9870 Plano Road
                                Dallas, TX 75238
                    (Address of principal executive offices)

                                 (972) 686-0369
                (Issuer's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act 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 [X] No [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

            Common Stock                    Outstanding at September 30, 2004
          --------------                    ---------------------------------
          $.05 par value                               31,451,829

    Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]


<PAGE>

                               CUBIC ENERGY, INC.

                                TABLE OF CONTENTS

                         PART 1 - FINANCIAL INFORMATION

ITEM 1. Financial Statements

         Independent Accountant's Report.......................................1

         Condensed Balance Sheets
         As of September 30, 2004 (unaudited) and June 30, 2004..............2,3

         Condensed Statements of Operations, (unaudited)
         For the three months ended September 30, 2004 and 2003................4

         Condensed Statements of Cash Flows, (unaudited)
         For the three months ended September 30, 2004 and 2003................5

         Notes to Condensed Financial Statements...........................6,7,8

ITEM 2. Management's Discussion and Analysis...................................9

ITEM 3.  Control and Procedures................................................9


                           PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings.....................................................10

ITEM 6.  Exhibits and Reports on Form 8-K.....................................10


SIGNATURES....................................................................11




<PAGE>

                          PART I. FINANCIAL INFORMATION

                         INDEPENDENT ACCOUNTANTS' REPORT


The Stockholders and Board of Directors
Cubic Energy, Inc.


We have reviewed the  accompanying  condensed  balance sheet as of September 30,
2004, and the related condensed statements of income, and of cash flows of Cubic
Energy,  Inc. for the  three-month  periods  ended  September 30, 2004 and 2003.
These financial statements are the responsibility of the Company's management.

We conducted our reviews in accordance  with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  A review of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with the  standards  of the  Public  Company  Accounting  Oversight  Board,  the
objective  of which is the  expression  of an opinion  regarding  the  financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the  accompanying  financial  statements for them to be in conformity
with accounting principles generally accepted in the United States of America.

We have  previously  audited,  in  accordance  with the  standards of the Public
Company Accounting  Oversight Board (United States),  the balance sheet of Cubic
Energy,  Inc. as of June 30, 2004,  and the related  statements  of  operations,
stockholders'  equity and cash flows for the year then ended;  and in our report
dated  September  3,  2004,  we  expressed  an  unqualified   opinion  on  those
statements.




                                                    PHILIP VOGEL & CO. PC

                                                    /s/ Philip Vogel & Co. PC


                                                    Certified Public Accountants


Dallas, Texas
November 3, 2004



                                       1
<PAGE>
<TABLE>
<CAPTION>

ITEM 1. FINANCIAL STATEMENTS

                               CUBIC ENERGY, INC.
                            CONDENSED BALANCE SHEETS

                                     ASSETS


                                                (Unaudited)
                                             September 30, 2004        June 30, 2004
                                             ------------------     ------------------
<S>                                          <C>                    <C>
 Current assets:
 Cash and cash equivalents                  $          228,518     $          193,213
  Accounts receivable                                    84,536                 80,180
                                             ------------------     ------------------
Total current assets                         $          313,054     $          273,393


Property and equipment (at cost):
  Oil and gas properties, full cost method:
    Proved properties (including wells and
    related equipment and facilities)        $        1,537,625     $        1,537,625
  Office and other equipment                                910                    910
                                             ------------------     ------------------
                                             $        1,538,535     $        1,538,535
Less accumulated depreciation, depletion
  and amortization                                    1,123,349              1,104,849
                                             ------------------     ------------------
                                                        415,186                433,686

TOTAL ASSETS                                 $          728,240     $          707,079
                                             ==================     ==================
</TABLE>




















            See accompanying notes to condensed financial statements.

                                       2
<PAGE>
<TABLE>
<CAPTION>

                               CUBIC ENERGY, INC.
                            CONDENSED BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                                 (Unaudited)
                                              September 30, 2004         June 30, 2004
                                              ------------------      ------------------
<S>                                           <C>                     <C>
Current liabilities:
  Accounts payable and accrued expenses       $          156,029      $          126,764
  Due to affiliates                                        1,532                   3,598
                                              ------------------      ------------------
Total current liabilities                     $          157,561      $          130,362

Non-current liabilities:
  Deferred income taxes                                        0                       0

Commitments and contingencies

Stockholders' equity:

  Preferred stock - $.01 par value,
    authorized 10,000,000 shares,
    issued: none                              $                0      $                0

  Common stock - $.05 par value,
    Authorized 50,000,000 shares,
    issued 31,451,829 shares at
    September 30, 2004 and
    at June 30, 2004                                   1,572,592               1,572,592

  Additional paid-in capital                           8,992,230               8,972,467

  Accumulated deficit                                 (9,994,143)             (9,968,342)
                                              ------------------      ------------------

Stockholders' equity                                     570,679                 576,717
                                              ------------------      ------------------

                                              $          728,240      $          707,079
                                              ==================      ==================
</TABLE>




            See accompanying notes to condensed financial statements.

                                       3
<PAGE>

                               CUBIC ENERGY, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                 For the Three     For the Three
                                                 Months Ended      Months Ended
                                                 Sept 30, 2004     Sept 30, 2003
                                                 -------------     -------------

Revenue:
  Oil and gas sales                              $     105,263     $     104,422
                                                 -------------     -------------

Total revenue                                    $     105,263     $     104,422
                                                 -------------     -------------

Costs and expenses:
  Oil and gas production, operating and
    development costs                            $      41,981     $      35,669
  Selling, general and
    administrative expenses                             70,582            38,355
  Depreciation, depletion and
    amortization                                        18,500            29,236
                                                 -------------     -------------

Total costs and expenses                         $     131,063     $     103,260
                                                 -------------     -------------

Operating income (loss)                          $     (25,800)    $       1,162
                                                 -------------     -------------

Non-operating income (expense):
  Gain (loss) on sales of securities             $           0     $           0
  Other income                                               0                 0
  Interest expense                                           0                 0
  Interest income                                            0                 0
                                                 -------------     -------------

Total non-operating income (expense)             $           0     $           0
                                                 -------------     -------------

Income (loss) before taxes:                      $     (25,800)    $       1,162

Provision for (benefit of) income taxes                      0                 0
                                                 -------------     -------------

Net income (loss)                                $     (25,800)    $       1,162
                                                 =============     =============

Net gain (loss) per common share
- basic and diluted                              $       (0.00)    $        0.00
                                                 =============     =============

Weighted average common shares outstanding
- basic and diluted                                 31,451,829        31,180,329
                                                 =============     =============






            See accompanying notes to condensed financial statements.

                                       4
<PAGE>
<TABLE>
<CAPTION>

                               CUBIC ENERGY, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                        For the three     For the three
                                                        Months Ended      Months Ended
                                                        Sept 30, 2004     Sept 30, 2003
                                                        -------------     -------------
<S>                                                     <C>               <C>
Cash flows from operating activities:
Net income (loss)                                       $     (25,800)    $       1,162
Adjustments to reconcile net income (loss)
to cash provided (used) by operating activities:
  Depreciation, depletion and amortization                     18,500            29,236
  Stock Grant Expense                                          19,762                 0
Net change in assets and liabilities:
  (Increase) decrease in accounts receivable                   (4,355)          (33,074)
  Increase (decrease) in loan from affiliate                   (2,066)            5,913
  Increase (decrease) in accounts payable and
    Accrued liabilities                                        29,264            21,727
  Increase (decrease) in deferred taxes                             0                 0
                                                        -------------     -------------
Net cash provided (used) by operating activities        $      35,305     $      24,964
                                                        -------------     -------------


Cash flows from investing activities:
Acquisition of oil & gas properties                     $           0     $           0
                                                        -------------     -------------
Net cash provided (used) by investing activities        $           0     $           0
                                                        -------------     -------------


Cash flows from financing activities:
Affiliate loan                                          $           0     $           0
Changes in common stock                                 $           0     $           0
Paid in Capital                                         $           0     $           0
                                                        -------------     -------------
Net cash provided (used) by financing activities        $           0     $           0
                                                        -------------     -------------


Net increase (decrease) in cash and
    cash equivalents                                    $      35,305     $      24,964
                                                        -------------     -------------

Cash at beginning of period                                   193,213           117,450
                                                        -------------     -------------

Cash at end of period                                   $     228,518     $     142,414
                                                        =============     =============
</TABLE>









            See accompanying notes to condensed financial statements

                                       5
<PAGE>


                               CUBIC ENERGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2004
                                   (Unaudited)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation:

The accounting policies followed by Cubic Energy, Inc., a Texas corporation (the
"Company" or "Cubic"),  are set forth in the Company's financial statements that
are a part of its June 30, 2004,  Form 10-KSB and should be read in  conjunction
with the financial statements contained herein.

The financial  information included herein as of September 30, 2004, and for the
three-month  periods ended  September 30, 2004,  and 2003,  have been  presented
without an audit,  pursuant  to  accounting  principles  for  interim  financial
information generally accepted in the United States of America, and the rules of
the Securities and Exchange Commission.

The Company  believes that the  disclosures are adequate to make the information
presented not  misleading.  The information  presented  reflects all adjustments
(consisting solely of normal recurring  adjustments),  which are, in the opinion
of management, necessary for a fair statement of results for the periods.

Earnings per share:

The Company has adopted the  provisions  of Statement  of  Financial  Accounting
Standards  (SFAS)  No.  128,   Earnings  per  Share.   SFAS  No.  128  reporting
requirements  replace  primary and  fully-diluted  earnings per share (EPS) with
basic and diluted EPS. Basic EPS is calculated by dividing net income (available
to  common  stockholders)  by the  weighted  average  number  of  common  shares
outstanding  for the period.  Diluted EPS reflects the  potential  dilution that
could  occur  if  securities  or other  contracts  to issue  common  stock  were
exercised or converted into common stock.

Stock grants:

On October  27,  2004,  the  Directors  of Cubic  approved of a grant of 155,000
shares of common stock to its Officers and Directors for services  performed and
to be performed  for the year ending June 30, 2005,  under the 2003 Director and
Officer  compensation  plan.  Based on a then  market  price of $0.51 per share,
Cubic  recorded a  compensation  expense of $19,762 for the three  months  ended
September 30, 2004,  which  represents  the service cost related to that period.
This expense is recorded in the above financial statements as a selling, general
and administrative expense.




                                       6
<PAGE>

Pro forma information related to stock options:

The Company accounts for its stock-based  employee  compensation plans under the
recognition  and  measurement  principles of APB Opinion No. 25,  Accounting for
Stock Issued to Employees, and related interpretations.  No stock based employee
compensation cost is reflected in net income, as all options granted under those
plans had an  exercise  price at least  equal to the  market  of the  underlying
common  stock on the date of the grant.  The  following  table  illustrates  the
effect on net income and  earnings per share if the company had applied the fair
value  recognition   provisions  of  FASB  Statement  No.  123,  Accounting  for
Stock-Based Compensation, to stock-based employee compensation.

                                                              3 Months Ended
                                                               September 30,
                                                             2004        2003
                                                           --------    --------


Net earnings (loss), as reported                           $(25,800)   $  1,162


Deduct: Total stock-based employee compensation
  expense  determined under fair value based method
  for all awards, net of tax effect                          (4,375)     (8,866)
                                                           --------    --------

Pro forma net income (loss)                                $(30,175)   $ (7,704)
                                                           --------    --------


Earnings (loss) per common share:
   Basic - as reported                                     $   --      $   --
   Basic - pro forma                                       $   --      $   --

  Diluted - as reported                                    $    n/a    $    n/a
  Diluted - pro forma                                      $    n/a    $    n/a


Subsequent Event:

On October 6, 2004,  Cubic closed a  Securities  Purchase  Agreement  and issued
$2,635,000 in principal amount of 7% Senior Secured  Convertible  Debentures due
September 30, 2009 (the "Debentures"),  to a group of institutional and high net
worth  investors.  None of the  investors had a material  relationship  with the
Company or any of its  affiliates  other than the  transactions  entered into in
connection  with  the  sale of the  Debentures.  Proceeds  from  the sale of the
Debentures  will be used to acquire a 25%  interest  in the  development  of the
Bethany-Longstreet  play,  including  spudding two  additional  wells,  which is
anticipated  to occur before the end of the year.  The Debentures are secured by
the collateral set forth in the Deed of Trust, Security Agreement, Assignment of
Production and Fixture Filing attached to Form 8K filed October 12, 2004.

The  Debentures pay an annual  interest rate of 7% on a quarterly  basis and are
convertible  into shares of the  Company's  common  stock at a price of $.50 per
share.  The Company  has the option to pay the  interest  on the  Debentures  in
common  stock.  The investors  also received  warrants to purchase an additional
2,635,000 shares of common stock with an exercise price of $1.00 per share.




                                       7
<PAGE>

SAFE HARBOR  STATEMENTS UNDER THE PRIVATE  SECURITIES  LITIGATION  REFORM ACT OF
1995:

This report contains "forward-looking  statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended.  Such forward-looking  statements are based on
current expectations that involve a number of risks and uncertainties that could
cause  actual  results to differ  materially  from the results  discussed in the
forward-looking statements. Generally,  forward-looking statements include words
or phrases  such as  "management  anticipates,"  "the  Company  believes,"  "the
Company   anticipates,"   and  words  and   phrases  of  similar   impact.   The
forward-looking  statements  are made pursuant to safe harbor  provisions of the
Private Securities Litigation's Reform Act of 1995.

The  factors  that could  cause  actual  results to differ  materially  from the
forward-looking  statements  include,  but  are not  limited  to:  (i)  industry
conditions  and  competition  (ii) the cyclical  nature of the  industry,  (iii)
domestic and  worldwide  supplies and demand for oil and gas,  (iv)  operational
risks and insurance, (v) environmental liabilities which may arise in the future
which are not covered by insurance or indemnity,  (vi) the impact of current and
future laws and government  regulations,  as well as repeal or  modification  of
same,  affecting  the oil and gas  industry  and  the  Company's  operations  in
particular,  (vii) production  levels and other activities of OPEC and other oil
and gas  producers,  and the impact that the above factors and other events have
on the current and  expected  future  pricing of oil and natural gas, and (viii)
the risks described from time to time in the Company's reports to the Securities
and Exchange  Commission,  including the Company's Annual Report Form 10-KSB for
the fiscal year ended June 30, 2004.
























                                       8
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

Results of Operations:

Three Months Ended September 30, 2004 Compared To
Three Months Ended September 30, 2003
Gross  Revenues for the three months ended  September  30, 2004  increased  from
$104,422 at September  30, 2003 to $105,263 at September  30, 2004 due to higher
natural gas prices and despite decreased gas production.

Oil and Gas Production,  Operating and Development  Costs increased from $35,669
(34% of oil and gas sales) at September  30, 2003 to $41,981 (40% of oil and gas
sales) at September 30, 2004.

Operating  Income  decreased  from  $1,162 at  September  30,  2003 to a loss of
$25,800 at September 30, 2004 due to increased general & administrative costs.

Liquidity and Capital Resources:
Long-term debt of the company is currently zero.

ITEM 3.    CONTROLS AND PROCEDURES

Our  principal  executive and financial  officer has  concluded,  based on their
evaluation  as of a date within 90 days  before the filing of this Form  10-QSB,
that our disclosure  controls and procedures under Rule 13a-14 of the Securities
Exchange Act of 1934 are effective to ensure that information we are required to
disclose in the reports we file or submit  under the  Exchange  Act is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
SEC's rules and forms,  and include  controls and procedures  designed to ensure
that  information we are required to disclose in such reports is accumulated and
communicated  to  management,  including our  principle  executive and financial
officers,   as  appropriate  to  allow  timely  decisions   regarding   required
disclosure.  Subsequent to our evaluation,  there were no significant changes in
internal  controls  or other  factors  that  could  significantly  affect  these
internal controls.











                                       9
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

The Company filed suit in the 29th Judicial District Court in Palo Pinto County,
Texas, styled "Roseland Oil and Gas, Inc. v. William Vandever, et al.", bringing
suit against  Clifford  Kees,  William  Vandever,  and other  persons  seeking a
judicial  determination  that all  grants of  preferential  rights in the Reagan
Sections  11 and 12 are void,  This  lawsuit  was filed on April 26,  1999.  All
Section 11 preferential  rights were returned to the Company on or about January
2002. However, Clifford Kees was to retain his 1% overriding royalty interest in
these Reagan Lease Sections.

Clifford  Kees then moved to trial against on the claim of attorney fees owed to
him for the  prosecution  of this lawsuit.  The trial was heard on September 25,
2002,  with Kees requesting in excess of $200,000.00 in attorney fees and costs.
In June of 2003 the Court  re-opened  the trial as to attorney fees and costs to
allow Kees to put on  additional  evidence,  and such trial was convened on June
19, 2003.

On July 15, 2003,  The Court  entered a Judgment in favor of Kees and as against
the Company for  approximately  $112,000.00.  The Company  believed the Judgment
should not stand and appealed the Judgment. On or about, September 17, 2004, the
Eastland Court Of Appeals  issued its ruling,  modifying the amounts owed by the
Company  under  the  Judgment  to  $59,000.00.  The  Company  has been  denied a
Re-Hearing as to  clarification  and a further  reduction of the  Judgment.  The
Company  is  weighing  the  options  as to filing a Writ with the Texas  Supreme
Court. Should the Judgment stand, it could have a material adverse effect on the
cash position of the Company.

ITEM 6. Exhibits and Reports on Form 8-K
         (a).     Exhibits
                  31.1     Rule 13a-14(a)/15d-14(a) Certification
                  32.1     Section 1350 Certification
         (b).     Reports On Form 8-K
                  On October 12, 2004,  the Company  filed a Form 8-K  reporting
the transaction described herein under the Heading of SUBSEQUENT EVENT.













                                       10
<PAGE>

                                   SIGNATURES

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


                                             CUBIC ENERGY, INC.
                                             (Registrant)


Date: November 8, 2004                       /s/ Calvin A. Wallen, III
                                             -----------------------------------
                                             Calvin A. Wallen, III, President
                                             (Principal Executive, Financial and
                                             Accounting Officer)






















                                       11