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 quarterly period ended January 31, 2004___
|--------------------------------------------------
|                                                  

|[ ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
|--- | --------------------------------------------------------------------------

|For the transition period from _______________________ to
      _________
|-------------------------------------------------------------------------
|Commission file number _000-27397_______________________________         



|EDGETECH SERVICES INC.
(Exact Name of small business issuer as specified in its charter)
|----------------------------------------------------------------------------------------
|                                                                                        

|Nevada
(State or other jurisdiction of incorporation or organization) | 98-0204280
(IRS Employer Identification No.)
|--------------------------------------------------------------------- | --------------------------------------------

|
|

|18 Wynford Drive, Suite 615
Toronto, Ontario.
      
(Address of principal executive offices) | _____M3C
      3S2_____
(Postal Code)
|--------------------------------------------------------------------------------------------- | -------------------------------------

|                                                                                         
|-----------------------------------------------------------------------------------------
|(Issuer's telephone number) (416)  (441 - 4046) _________________________________________
|                                                                                         

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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. [x ] Yes [ ] No

On March 13, 2004, the number of shares outstanding of the issuer’s Common Stock was 38,388,950.



Transitional Small Business Disclosure Format (Check one): Yes ____; No __X__





---





Edgetech Services Inc.

Form 10-QSB

TABLE OF CONTENTS



|        | PART I                                                     | Page
|------- | ---------------------------------------------------------- | ----
|        |                                                            |     
|Item 1. | Financial Statements                                       | 3   
|Item 2. | Management’s Discussion and Analysis or Plan of Operations | 22  
|Item 3. | Controls and Procedures                                    | 26  
|        |                                                            |     
|        | PART II                                                    |     
|        |                                                            |     
|Item 1. | Legal Proceedings                                          | 26  
|Item 2. | Changes in Securities                                      | 26  
|Item 3. | Defaults Upon Senior Securities                            | 27  
|Item 4. | Submission of Matters to a Vote of Security Holders        | 27  
|Item 5. | Other Information                                          | 27  
|Item 6. | Exhibits and Reports on Form 8-K                           | 27  





---

PART I

Item 1. Financial Statements





EDGETECH SERVICES INC. & SUBSIDIARY





CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)





JANUARY 31, 2004



---

EDGETECH SERVICES INC. & SUBSIDIARY

CONSOLIDATED BALANCE SHEETS



|                                                                                            | January 31,
2004 | April 30,
2003
|------------------------------------------------------------------------------------------- | ---------------- | --------------
|                                                                                            | (Unaudited)      | (Audited)     
|ASSETS                                                                                      |                  |               
|                                                                                            |                  |               
|Current                                                                                     |                  |               
|Cash                                                                                        | $
70,750         | $
17,841      
|Accounts receivable less allowance for doubtful
accounts of $Nil (April 30, 2003 - $10,985) | 505,427          | 401,941       
|Deferred tax asset less valuation allowance of $626,444 (April 30, 2003 -$399,422)          | -                | -             
|Prepaid expenses (Note 4)                                                                   | 5,166            | 190,152       
|                                                                                            |                  |               
|Total current assets                                                                        | 581,343          | 609,934       
|                                                                                            |                  |               
|Property and equipment(Note 5)                                                              | 16,416           | 15,302        
|                                                                                            |                  |               
|Other assets                                                                                | 489              | 451           
|                                                                                            |                  |               
|Total assets                                                                                | $
598,248        | $
625,687     





- continued -







The accompanying notes are an integral part of these consolidated financial statements.

---

EDGETECH SERVICES INC. & SUBSIDIARY

CONSOLIDATED BALANCE SHEETS



|                                                                     | January 31,
2004 | April 30,
2003
|-------------------------------------------------------------------- | ---------------- | --------------
|                                                                     | (Unaudited)      | (Audited)     
|Continued                                                            |                  |               
|                                                                     |                  |               
|LIABILITIES AND STOCKHOLDERS’ EQUITY                                 |                  |               
|                                                                     |                  |               
|Current                                                              |                  |               
|Bank indebtedness                                                    | $
180,949        | $
116,389     
|Accounts payable and accrued liabilities                             | 199,755          | 283,084       
|Accounts payable and accrued liabilities – related parties (Note 10) | 21,900           | 21,900        
|Current portion of capital lease obligations (Note 6)                | -                | 620           
|Current portion of due to related parties                            | -                | 69,330        
|                                                                     |                  |               
|Total current liabilities                                            | 402,604          | 491,323       
|                                                                     |                  |               
|Due to related parties (Note 7)                                      | 59,778           | 46,642        
|                                                                     |                  |               
|Total liabilities                                                    | 462,382          | 537,965       
|                                                                     |                  |               
|Commitments and contingencies(Notes 2 and 9)                         |                  |               
|                                                                     |                  |               
|Stockholders’ equity                                                 |                  |               
|Capital stock (Note 8)                                               |                  |               
|Authorized                                                           |                  |               

|50,000,000 | common shares with a par value of $0.001    |  | 
|---------- | ------------------------------------------- |  | 
|25,000,000 | preferred shares with a par value of $0.001 |  | 

|Issued and outstanding |  | 
|---------------------- |  | 

|34,434,950 | common shares (April 30, 2003 – 31,334,950) | 34,435 | 31,335
|---------- | ------------------------------------------- | ------ | ------

|Additional paid-in capital                 | 1,450,528   | 764,443  
|------------------------------------------ | ----------- | ---------
|Accumulated other comprehensive loss       | (3,989)     | (30,659) 
|Accumulated deficit                        | (1,345,108) | (677,397)
|                                           |             |          
|Total stockholders’ equity                 | 135,866     | 87,722   
|                                           |             |          
|Total liabilities and stockholders’ equity | $
598,248   | $
625,687





The accompanying notes are an integral part of these consolidated financial statements.

---

EDGETECH SERVICES INC. & SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



|                                            | Three Month
Period Ended
January 31,
2004 | Three Month
Period Ended
January 31,
2003 | Nine Month
Period Ended
January 31,
2004 | Nine Month
Period Ended
January 31,
2003
|------------------------------------------- | ----------------------------------------- | ----------------------------------------- | ---------------------------------------- | ----------------------------------------
|                                            |                                           |                                           |                                          |                                         
|                                            |                                           |                                           |                                          |                                         
|                                            |                                           |                                           |                                          |                                         
|REVENUE                                     | $
531,598                                 | $
343,257                                 | $
1,505,948                              | $
1,000,392                             
|                                            |                                           |                                           |                                          |                                         
|                                            |                                           |                                           |                                          |                                         
|EXPENSES                                    |                                           |                                           |                                          |                                         
|Depreciation                                | 1,062                                     | 1,824                                     | 3,118                                    | 3,878                                   
|Consulting, marketing and subcontractors    | 463,210                                   | 347,929                                   | 1,604,363                                | 1,041,089                               
|Selling, general and administration         | 251,023                                   | 154,301                                   | 554,280                                  | 362,225                                 
|                                            |                                           |                                           |                                          |                                         
|                                            | 715,295                                   | 504,054                                   | 2,161,761                                | 1,407,192                               
|                                            |                                           |                                           |                                          |                                         
|                                            |                                           |                                           |                                          |                                         
|Net loss before other items                 | (183,697)                                 | (160,797)                                 | (655,813)                                | (406,800)                               
|                                            |                                           |                                           |                                          |                                         
|                                            |                                           |                                           |                                          |                                         
|OTHER ITEMS                                 |                                           |                                           |                                          |                                         
|Interest expense                            | (3,367)                                   | -                                         | (11,898)                                 | -                                       
|Write-off of investment                     | -                                         | (42,500)                                  | -                                        | (42,500)                                
|                                            |                                           |                                           |                                          |                                         
|                                            | (3,367)                                   | (42,500)                                  | (11,898)                                 | (42,500)                                
|                                            |                                           |                                           |                                          |                                         
|                                            |                                           |                                           |                                          |                                         
|Loss before income taxes                    | (187,064)                                 | (203,297)                                 | (667,711)                                | (449,300)                               
|                                            |                                           |                                           |                                          |                                         
|                                            |                                           |                                           |                                          |                                         
|Provision for income taxes                  | -                                         | -                                         | -                                        | -                                       
|                                            |                                           |                                           |                                          |                                         
|                                            |                                           |                                           |                                          |                                         
|Net loss for the period                     | $
(187,064)                               | $
(203,297)                               | $
(667,711)                              | $
(449,300)                             
|                                            |                                           |                                           |                                          |                                         
|                                            |                                           |                                           |                                          |                                         
|Basic and diluted net loss per common share | $
(0.01)                                  | $
(0.01)                                  | $
(0.02)                                 | $
(0.02)                                
|                                            |                                           |                                           |                                          |                                         
|                                            |                                           |                                           |                                          |                                         
|Weighted average number of common shares    |                                           |                                           |                                          |                                         
|outstanding (basic and diluted)             | 34,407,756                                | 29,509,556                                | 33,458,709                               | 27,606,318                              











The accompanying notes are an integral part of these consolidated financial statements.

---

EDGETECH SERVICES INC. & SUBSIDIARY

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

(Unaudited)



| | Capital Stock |  |  |  | 
| | ------------- |  |  |  | 

|                                         | Number
of Shares | Amount   | Additional
Paid-in
Capital | Accumulated
Other
Comprehensive
Loss | Accumulated
Deficit | Total    
|---------------------------------------- | ---------------- | -------- | -------------------------- | ------------------------------------ | ------------------- | ---------
|                                         |                  |          |                            |                                      |                     |          
|                                         |                  |          |                            |                                      |                     |          
|                                         |                  |          |                            |                                      |                     |          
|Balance at April 30, 2003                | 31,334,950       | $
31,335 | $
764,443                  | $
(30,659)                           | $
(677,397)         | $
87,722 
|                                         |                  |          |                            |                                      |                     |          
|Shares issued for cash                   | 120,000          | 120      | 35,880                     | -                                    | -                   | 36,000   
|                                         |                  |          |                            |                                      |                     |          
|Shares issued for
    services           | 1,217,000        | 1,217    | 298,153                    | -                                    | -                   | 299,370  
|                                         |                  |          |                            |                                      |                     |          
|Shares
    issued for settlement of debt |                  |          |                            |                                      |                     |          
|1,763,000                                | 1,763            | 352,052  | -                          | -                                    | 353,815            
|                                         |                  |          |                            |                                      |                     |          
|Translation adjustment                   | -                | -        | -                          | 26,670                               | -                   | 26,670   
|                                         |                  |          |                            |                                      |                     |          
|Net loss for the period                  | -                | -        | -                          | -                                    | (667,711)           | (667,711)
|                                         |                  |          |                            |                                      |                     |          
|Balance at January 31, 2004              | 34,434,950       | $
34,435 | $
1,450,528                | $
(3,989)                            | $
(1,345,108)       | $
135,866











The accompanying notes are an integral part of these consolidated financial statements.

---

EDGETECH SERVICES INC. & SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

NINE MONTH PERIOD ENDED JANUARY 31



|                                                                | 2004        | 2003       
|--------------------------------------------------------------- | ----------- | -----------
|                                                                |             |            
|CASH FLOWS FROM OPERATING ACTIVITIES                            |             |            
|Net loss for the period                                         | $
(667,711) | $
(449,300)
|Items not affecting cash:                                       |             |            
|Depreciation                                                    | 3,118       | 3,878      
|Stock issued for services and amortization of prepaid expenses  | 466,087     | 79,865     
|Write-off of investment                                         | -           | 42,500     
|                                                                |             |            
|Changes in non-cash working capital items:                      |             |            
|(Increase) decrease in accounts receivable                      | (68,843)    | 22,342     
|(Increase) decrease in prepaid expenses                         | 19,991      | (11,827)   
|Increase (decrease) in accounts payable and accrued liabilities | (104,211)   | 77,146     
|                                                                |             |            
|Net cash used in operating activities                           | (351,569)   | (235,396)  
|                                                                |             |            
|CASH FLOWS FROM FINANCING ACTIVITIES                            |             |            
|Capital lease obligations                                       | (664)       | (7,877)    
|Bank indebtedness                                               | 54,100      | 18,071     
|Issuance of capital stock                                       | 36,000      | 178,500    
|Due to related parties                                          | (60,201)    | 11,236     
|Loan payable                                                    | 377,168     | (1,926)    
|                                                                |             |            
|Net cash provided by financing activities                       | 406,403     | 198,004    
|                                                                |             |            
|CASH FLOWS FROM INVESTING ACTIVITIES                            |             |            
|Purchase of property and equipment                              | (2,947)     | (1,917)    
|Cash acquired on acquisition of subsidiary                      | -           | 22,945     
|                                                                |             |            
|Net cash provided by (used in) investing activities             | (2,947)     | 21,028     
|                                                                |             |            
|                                                                | 51,887      | (16,364)   
|                                                                |             |            
|Effect of exchange rate changes on cash                         | 1,022       | (241)      
|                                                                |             |            
|Change in cash during the period                                | 52,909      | (16,605)   
|                                                                |             |            
|Cash, beginning of period                                       | 17,841      | 18,354     
|                                                                |             |            
|Cash, end of period                                             | $
70,750    | $
1,749    
|                                                                |             |            
|Supplemental disclosure with respect to cash flows:             |             |            
|Common shares issued for services                               | $
299,370   | $
79,865   
|Common shares issued for acquisition of subsidiary              | -           | 96,648     
|Common shares issued for finders' fee                           | -           | 41,250     
|Common shares issued for settlement of debt                     | 353,815     | 25,500     
|Amortization of prepaid expenses                                | 166,717     | 20,833     
|Common shares issued for prepaid expenses                       | -           | 250,000    
|Interest paid                                                   | 11,898      | 3,260      
|Income taxes paid                                               | -           | -          



The accompanying notes are an integral part of these consolidated financial statements.

---

EDGETECH SERVICES INC. & SUBSIDIARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

JANUARY 31, 2004









1.

HISTORY AND ORGANIZATION OF THE COMPANY



Edgetech Services Inc. and Subsidiary (formerly Secure Enterprise Solutions Inc.) (the Company) was incorporated under the laws of Nevada on May 16, 1997 as Newsgurus.com, Inc. and changed its name to Secure Enterprise Solutions Inc. on January 10, 2002.  Subsequent to the acquisition, the Company changed its name from Secure Enterprise Solutions Inc. to Edgetech Services Inc.  Prior to the name change, the Company’s principal business consisted of providing opinion and information in the areas of money, health and lifestyles and e-commerce through the Internet.  Pursuant to resolutions by the shareholders, the Company decided to sell its media assets and focus on the business of providing security consulting services and IT solutions and services.



On May 22, 2002, the Company acquired all of the issued and outstanding capital stock of Edgetech Services Inc. ("Edgetech") consisting of 100 common shares.  Edgetech specializes in IT placement, outsourcing training and software development projects.  As consideration, the Company issued 16,005,000 shares of common stock and made payments of $66,000 to the former stockholders of Edgetech.  Control of the combined companies passed to the former shareholders of Edgetech.  This type of share exchange has been accounted for as a recapitalization of the Company.



In accounting for this transaction:



i)

The Company is considered to be the legal acquirer and Edgetech is considered to be the accounting acquirer.



ii)

The consolidated statements of operations and cash flows include Edgetech's results of operations and cash flows for the period ended January 31, 2004.  The consolidated statements of operations and cash flows for the period ended January 31, 2003 include Edgetech’s results of operations and cash flows for the period ended January 31, 2003 and the Company's results of operations and cash flows from May 22, 2002 (date of acquisition).



iii)

The issued number of shares of common stock is that of the Company.



iv)

At the date of acquisition, the fair market value of the Company's net assets was $96,648 as follows:



|Cash                                     | $
22,945
|---------------------------------------- | --------
|Receivable                               | 1,800   
|Prepaid expenses                         | 20,000  
|Notes receivable                         | 48,000  
|Property and equipment                   | 5,285   
|Other assets                             | 2,036   
|                                         |         
|                                         | 100,066 
|Accounts payable and accrued liabilities | (3,418) 
|                                         |         
|Net assets                               | $
96,648





---



EDGETECH SERVICES INC. & SUBSIDIARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

JANUARY 31, 2004





Prior to the merger Secure Enterprise Solutions Inc.’s fiscal year ended on June 30.  In recording the business combination, Secure Enterprise Solutions Inc.’s prior period financial statements have been restated to conform with the Company’s year end.  The effects of conforming Secure Enterprise Solutions Inc.’s accounting policies to those of the Company were not material.





1.

HISTORY AND ORGANIZATION OF THE COMPANY(cont’d)





The accompanying unaudited condensed financial statements have been prepared in accordance with the rules and regulations of Regulation S-B as promulgated by the Securities and Commissions. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments consisting of a normal and recurring nature considered necessary for a fair presentation have been included. Operating results for the nine month period ended January 31, 2004, may not necessarily be indicative of the results that may be expected for the year ended April 30, 2004.





2.

GOING CONCERN



These consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America  with the on-going assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business.  However, certain conditions noted below currently exist which raise substantial doubt about the Company's ability to continue as a going concern.  These consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.



The operations of the Company have primarily been funded by the issuance of capital stock.  Continued operations of the Company are dependent on the Company's ability to complete public equity financing or generate profitable operations in the future.  Management's plan in this regard is to secure additional funds through operations, through equity financing and through loans made by financial institutions and stockholders of the Company.



|                    | January 31,
2004 | April 30,
2003
|------------------- | ---------------- | --------------
|                    | (Unaudited)      | (Audited)     
|                    |                  |               
|Net loss            | $
(667,711)      | $
(556,094)   
|Accumulated deficit | (1,345,108)      | (677,397)     
|Working capital     | 178,739          | 118,611       





3.

SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies adopted by the Company are as follows:



---



EDGETECH SERVICES INC. & SUBSIDIARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

JANUARY 31, 2004







Principles of consolidation

These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary.  Significant inter-company balances and transactions have been eliminated upon consolidation.





3.

SIGNIFICANT ACCOUNTING POLICIES(cont’d)

Use of estimates



The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the year.  Actual results could differ from these estimates.



Foreign currency translation



The Company's operations are substantially through a Canadian subsidiary whose functional currency is the Canadian dollar.  Assets and liabilities denominated in Canadian dollars are translated to United States dollar equivalents using the exchange rate in effect at the year end date. Revenue and expenses are translated to United State dollar equivalents using the average rate of exchange for the respective period.



Exchange gains and losses arising on this translation are excluded from the determination of income and are reported as a foreign currency translation adjustment in stockholders' equity.



Accounts receivable



Trade and other accounts receivable are reported at face value less any provisions for uncollectible accounts considered necessary. Accounts receivable primarily includes trade receivables from customers and Goods and Services Taxes receivable in Canada.   The Company estimates doubtful accounts on an item-to-item basis and includes over aged accounts as part of allowance for doubtful accounts, which are generally ones that are ninety days overdue.



Property and equipment



Property and equipment are recorded at cost less accumulated depreciation.  Depreciation is recorded annually on a declining balance basis at the following annual rates:



|Office equipment and furniture | 20%
|------------------------------ | ---
|Computer equipment             | 30%



Impairment of long-lived assets and long-lived assets to be disposed of

---





EDGETECH SERVICES INC. & SUBSIDIARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

JANUARY 31, 2004







3.

SIGNIFICANT ACCOUNTING POLICIES(cont’d)







Long-lived assets and certain identifiable recorded intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset.  If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.  Assets to be disposed of are reported at the lower of the carrying amount and the fair value less costs to sell.







Revenue recognition



Revenues from IT consulting services are recognized when the price is fixed or determinable, the services have been provided and ultimate collection is reasonably assured.  The Company enters into agreements with customers for a fixed price which only fluctuates when the customer requires additional work.





Stock-based compensation



The Company accounts for its stock-based compensation arrangements with employees in accordance with APB Opinion No. 25,
"Accounting for Stock Issued to Employees" (APB 25) and related interpretations.  This practice is allowed under the provisions of Statements of Financial Accounting Standards No. 123
Accounting for Stock-Based Compensation(SFAS 123).  As such, compensation expense under fixed term option plans is recorded at the date of grant only to the extent that the market value of the underlying stock at the date of grant exceeds the exercise price.  The Company recognizes compensation expense for stock options, common stock and other equity instruments issued to non-employees for services received based upon the fair value of the services or equity instruments issued, whichever is more reliably determined, in accordance with Emerging Issues Task Force No. 96-18,
"Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services".  Stock compensation expense is recognized as the stock option is earned, which is generally over the vesting period of the underlying option.



The following table illustrates the effect on net loss and net loss per share if the Company had applied the fair value recognition provisions of SFAS 123 to stock-based compensation:



|                                                                                                                                                | January 31,
2004 | January 31,
2003
|----------------------------------------------------------------------------------------------------------------------------------------------- | ---------------- | ----------------
|                                                                                                                                                |                  |                 
|Net loss, as reported                                                                                                                           | $
(667,711)      | $
(449,300)     
|                                                                                                                                                |                  |                 
|Add:
Total stock-based employee compensation expense included in loss, as reported determined under APB 25, net of related tax effects          | -                | -               
|                                                                                                                                                |                  |                 
|Deduct:
    Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects | -                | (36,032)        
|                                                                                                                                                |                  |                 
|Pro-forma net loss                                                                                                                              | $
(667,711)      | $
(485,332)     
|                                                                                                                                                |                  |                 
|Basic and diluted loss per share, as reported                                                                                                   | $
(0.02)         | $
(0.02)        
|                                                                                                                                                |                  |                 
|Basic and diluted loss per share, pro-forma                                                                                                     | $
(0.02)         | $
(0.02)        





---







EDGETECH SERVICES INC. & SUBSIDIARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

JANUARY 31, 2004







3.

SIGNIFICANT ACCOUNTING POLICIES(cont’d)





Stock-based compensation (cont’d)



The fair value of each option grant has been estimated on the date of the grant using the Black-Scholes option pricing model with the following assumptions:





|                                | 2004 | 2003   
|------------------------------- | ---- | -------
|                                |      |        
|Expected dividend yield         | -    | -      
|Expected stock price volatility | -    | 187%   
|Risk-free interest rate         | -    | 2.92%  
|Expected life of options        | -    | 5 years





Net loss per share



Basic loss per share is computed using the weighted average number of common shares outstanding during the periods.  Diluted loss per share is computed using the weighted average number of common shares and potentially dilutive common stock equivalents, including stock options and warrants outstanding during the period.  As the Company has a net loss in each of the periods presented, basic and diluted net loss per share is the same, as any exercise of the share purchase options outstanding would be
anti-dilutive.





Comparative figures



Certain comparative figures have been reclassified to conform with the presentation adopted in the current period.





4.

PREPAID EXPENSES





Prepaid expenses consist of consulting fees paid in advance of services rendered and prepaid insurance.  Included in the amount, is $Nil (net of accumulated amortization of $250,000 (April 30, 2003 - $166,667, net of accumulated amortization of $83,333) related to the issuance of 1,000,000 common shares of the Company valued at $250,000.  The amount is being amortized on a straight line basis over twelve months as the services are rendered.  The price used to value the shares was the closing market value on the date of the commitment to issue the shares.  As of January 31, 2004, the amount is fully amortized.

---

EDGETECH SERVICES INC. & SUBSIDIARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

JANUARY 31, 2004







5.

PROPERTY AND EQUIPMENT



| | January 31, 2004
(Unaudited) |  | April 30, 2003
(Audited)
| | ---------------------------- |  | ------------------------

|                     | Cost     | Accumulated
Depreciation | Net
Book Value |  | Cost     | Accumulated
Depreciation | Net
Book Value
|-------------------- | -------- | ------------------------ | -------------- |  | -------- | ------------------------ | --------------
|                     |          |                          |                |  |          |                          |               
|Office equipment and |          |                          |                |  |          |                          |               
|furniture            | $
15,013 | $
8,617                  | $
6,396        |  | $
13,848 | $
6,909                  | $
6,939       
|Computer equipment   | 38,905   | 28,885                   | 10,020         |  | 33,135   | 24,772                   | 8,363         
|                     |          |                          |                |  |          |                          |               
|                     | $
53,918 | $
37,502                 | $
16,416       |  | $
61,065 | $
45,763                 | $
15,302      





6.

CAPITAL LEASE OBLIGATIONS



The Company leases certain computer equipment under agreements that are classified as capital leases.  The Company has made all lease payments required under the capital leases, and there are no future obligations.





7.

DUE TO RELATED PARTIES



|                                                                                                                                                                                                                 | January 31,
2004 | April 30,
2003
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------- | --------------
|                                                                                                                                                                                                                 | (Unaudited)      | (Audited)     
|                                                                                                                                                                                                                 |                  |               
|Current portion                                                                                                                                                                                                  |                  |               
|                                                                                                                                                                                                                 |                  |               
|Due to a director of the Company CDN$Nil (April 30, 2003 - CDN$50,000)), bears interest at 20%, unsecured, repaid through issuance of capital stock during the current period.                                   | $
-              | $
34,665      
|                                                                                                                                                                                                                 |                  |               
|Due to a company controlled by a relative of one of the directors (CDN$50,000), bears interest at 20%, unsecured, repaid through issuance of capital stock during the current period.                            | -                | 34,665        
|                                                                                                                                                                                                                 |                  |               
|                                                                                                                                                                                                                 | $
-              | $
69,330      
|                                                                                                                                                                                                                 |                  |               
|Long term portion                                                                                                                                                                                                |                  |               
|                                                                                                                                                                                                                 |                  |               
|Due to directors and former directors of the Company (CDN$79,535 (April 30, 2003 – CDN$67,276)), non interest bearing, unsecured, with no specific terms of repayment but not to be repaid within the next year. | $
59,778         | $
46,642      

EDGETECH SERVICES INC. & SUBSIDIARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

JANUARY 31, 2004







8.

CAPITAL STOCK



Common stock



Holders of common stock are entitled to one vote for each share held.  There are no restrictions that limit the Company’s ability to pay dividends on its common stock.  The Company has not declared any dividends since incorporation.  The Company’s common stock has no par value.  However, for reporting purposes, the Company has assigned a per share amount of $0.001 to common stock.



Stock options



The Company has a stock option plan enabling it to grant options for up to 2,800,000 shares of common stock to directors and employees of the Company.  The exercise price of all stock options, granted under the stock option plan must be at least equal to the fair market value (subject to regulated discounts) of such shares of common stock on the date of grant.  Stock options granted to directors and employees of the Company generally have a life of five years and frequently vest equally over the first three years.



Following is a summary of stock option activity:



|                                                                 | Number
of Shares | Weighted
Average
Exercise
Price
|---------------------------------------------------------------- | ---------------- | -------------------------------
|                                                                 |                  |                                
|Outstanding at April 30, 2003                                    | 1,575,050        | $
0.33                         
|Exercised                                                        | (120,000)        | 0.30                           
|                                                                 |                  |                                
|Outstanding at January 31, 2004                                  | 1,455,050        | $
0.33                         
|                                                                 |                  |                                
|Weighted average fair value of options granted during the period | -                | -                              



Following is a summary of the status of stock options outstanding at January 31, 2004:



| | Outstanding Options |  | Exercisable Options
| | ------------------- |  | -------------------

|Weighted
Average
Exercise
Price | Number  | Weighted
Average
Remaining
Contractual
Life | Weighted
Average
Exercise
Price |  | Number  | Weighted
Average
Exercise
Price
|------------------------------- | ------- | ------------------------------------------- | ------------------------------- |  | ------- | -------------------------------
|                                |         |                                             |                                 |  |         |                                
|$
0.30                          | 765,050 | 1.62                                        | $
0.30                          |  | 420,050 | $
0.30                         
|0.35                            | 345,000 | 3.77                                        | 0.35                            |  | -       | -                              
|0.40                            | 345,000 | 3.77                                        | 0.40                            |  | -       | -                              

EDGETECH SERVICES INC. & SUBSIDIARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

JANUARY 31, 2004









8.

CAPITAL STOCK(cont’d)



Warrants



As at January 31, 2004, warrants were outstanding enabling the holders to acquire shares of common stock as follows:



|Number
of Shares | Exercise
Price |  | Expiry Date      
|---------------- | -------------- |  | -----------------
|                 |                |  |                  
|225,000          | $   1.00       |  | November 29, 2004
|100,000          | 1.00           |  | November 30, 2004
|148,500          | 1.00           |  | December 13, 2004
|118,000          | 1.00           |  | January 3, 2005  
|147,000          | 1.00           |  | February 15, 2005
|860,000          | 1.00           |  | February 25, 2005





9.

COMMITMENTS



The Company has entered into operating lease agreements for its current premises.  The annual lease commitments under these leases are as follows:



2004

$

49,984

2005

39,186

2006

36,026

2007

1,370



Rent expense for the period ended January 31, 2004 was $34,900 (2003 - $38,019).





10.

RELATED PARTY TRANSACTIONS



During the period ended January 31, 2004, the Company entered into the following related party transactions:



a)

Paid $7,171 (2003 - $3,260) in interest on loans to a director and to a Company controlled by a relative of a director of the Company.



Included in accounts payable – related parties is $21,900 as of January 31, 2004 (April 30, 2003 - $21,900) owed to a company owned by a former director of the Company.



The amounts charged to the Company for the services provided have been determined by negotiations amongst the parties and, in certain cases, are covered by signed agreements.  These transactions were in the normal course of operations and were measured at the exchange value which represented the amount of consideration established and agreed to by the related parties.

---

EDGETECH SERVICES INC. & SUBSIDIARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

JANUARY 31, 2004



11.

SEGMENT INFORMATION



The Company has one reportable segment, that being providing security services and IT solutions and services.  This reportable segment was determined based on the nature of the products offered.  Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly in deciding how to allocate resources and in assessing performance.  The Company evaluates performance based on several factors, of which the primary financial measure is business segment income before taxes.  The Company operates principally in Canada.





12.

SUBSEQUENT EVENT



On February 4, 2004, the Company completed a private placement by issuing 3,704,000 common shares at $0.135 per common share for total proceeds of $500,040.







---



Item 2. Management Discussion and Analysis and Plan of Operations



The information contained in this Management's Discussion and Analysis of Financial Condition and Results of Operation contains
"forward looking statements." Actual results may materially differ from those projected in the forward looking statements as a result of certain risks and uncertainties set forth in this report. Although our management believes that the assumptions made and expectations reflected in the forward looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual future results will not be materially different from the expectations expressed in this Annual Report. The following discussion should be read in conjunction with the unaudited Consolidated Financial Statements and related Notes included in Item 1.

During the quarter ended October 31, 2003, we received several takeover offers from parties in the United States.  These were previously disclosed on Form 8-K on August 6, 2003 and September 5, 2003.  We acted with the consent of the Board and with the direct advice of legal counsel who was involved in talks from the start.  He acted on our behalf with direct contact with the Securities and Exchange Commission.  We had asked the other parties on numerous occasions to file formal tender offer with the SEC and to prove the existence of funds.  When they failed to do this, we rejected their informal offer and ceased off all communications as disclosed in Form 8-K filed on September 25, 2003.

BUSINESS COMBINATION WITH EDGETECH SERVICES INC.

On May 22, 2002, we completed the acquisition of Edgetech Services Inc. and subsequently changed our name to Edgetech Services Inc. from Secure Enterprise Solutions Inc.

As consideration for all of the common shares of Edgetech Services Inc. we paid $66,000 and issued 16,005,000 common shares to the former stockholders of Edgetech. Legally, our Company is the parent of Edgetech. However, control of the combined companies passed to the former stockholders of Edgetech. This share exchange has been accounted for as a recapitalization of our Company. The consolidated statements of operations and cash flows include Edgetech's results of operations and cash flows for the year ended April 30, 2003, and our results of operations and cash flows from May 22, 2002 (date of acquisition).  The consolidated statements of operations and cash flows for the year ended April 30, 2002, are those of Edgetech. The issued number of shares of common stock is that of our Company. The acquisition was accounted for as a recapitalization of our Company.  The value of the shares issued on the acquisition was based on the fair market value of the net assets acquired, which as of the date of acquisition was $96,648.

A finder’s fee of 825,000 restricted Rule 144 shares was paid to a third party, Mr. Richard Biscan.

We have no further obligations related to the Edgetech acquisition.

For the purposes of this Form 10-QSB, the continuing operations are those of the newly

---

acquired Edgetech as presented for the periods ending January 31, 2004 and 2003.

RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED JANUARY 31, 2004 AND 2003

Revenues increased 55% to $531,598 for the quarter ending January 31, 2004, as compared to the same quarter last year when revenues were $343,257. The increase in revenue this quarter can be attributed to our expansion of our infrastructure of our sales and marketing program.  We continue to benefit from existing clients and are increasing our revenue base from them.

Consulting and subcontractors increased 33% to $463,210 for the quarter ending January 31, 2004 as compared to the same quarter last year when consulting and subcontractors were $347,929.  This increase is related to the increased expansion of our corporate structure, thereby resulting in more fees from our consultants.  We have added consultants to our operations to assist us in this expansion, and while costs are higher, we believe this will help us establish ourselves in potential new markets.  While these costs are expected to continue being high, revenues are expected to increase proportionately.

Selling, general and administration increased 63% to $251,023 for the quarter ending January 31, 2004, as compared to the same quarter last year when selling, general, and administration was $154,301.  This increase was due to increased expenditures incurred from our reorganizing, and the addition of several staff members as part of our expansion.

We have also incurred much higher travel costs this quarter as we have been working on projects across Canada.   During the current quarter, we have also opened up an office in Quebec, and administrative costs with regards to opening of the Quebec office contributed to the increase in selling, general, and administrative.

Net loss for the quarter ending January 31, 2004, was $187,064 and $203,297 for the same quarter last year.   The decrease in loss is primarily due to the increase in revenue, which increased more in proportion to the increase in consulting, marketing and subcontractors.  Most of the expenses that resulted from the operations of the former Secure Enterprise Solutions Inc have decreased, and expected to stabilize in the coming quarters.

No income taxes were payable in the quarter ended January 31, 2004, or for the quarter ended January 31, 2003, as a result of the operating losses recorded during these periods. Based on a number of factors, including the lack of a history of profits, management believes that there is sufficient uncertainty regarding the realization of deferred tax assets, and, accordingly, has not booked an income tax benefit as of January 31, 2004. All losses incurred can be carried forward for seven years for Canadian income tax purposes and twenty years for United States income tax purposes.

Loss per share was $0.01 for the quarter ended January 31, 2004, and a loss of $0.01 per share for the same quarter last year.

RESULTS OF OPERATIONS FOR THE NINE MONTH PERIOD ENDED JANUARY 31, 2004 AND 2003

---



Revenues increased 51% to $1,505,948 for the nine month period ending January 31, 2004 as compared to the same period last year when revenues were $1,000,392. The increase was primarily due to continued growth in both our IT Security Practice and our IT Outsourcing lines of business, as well as increases in fees. We are benefiting from strong demand for outsourced IT and security services. Current trends related to security infrastructure development are expected to continue to drive growth.  Sales to our major customers have also increased as we are currently beginning to service these clients across Canada.  We have also expanded our sales force, which is enabling us to expand our revenue base.

Consulting and subcontractors increased 54% to $1,604,363 for the nine month period ended January 31, 2004, as compared to the same quarter last year when consulting and subcontractors were $1,041,089.  As stated above, this increase is part of our continuous efforts to expand our market base.  We have added new consultants and fees have increased proportionately.  While these costs are expected to continue being high, revenues are expected to increase proportionately.

Selling, general and administration increased 54% to $554,280 for the nine month period ending January 31, 2004, as compared to the same period last year when selling, general, and administration was $362,225.  Our expansion into new markets, the addition of new personnel and an increase travel and office related costs have fueled this increase.

Net loss for the nine month period ending January 31, 2004, was $667,711 and $449,300 for the same period last year.   As explained above, the increase in loss is largely attributed to the continued expansion of our corporate infrastructure. Most of the expenses that resulted from the operations of the former Secure Enterprise Solutions Inc have decreased, and expected to stabilize in the coming quarters.

No income taxes were payable in the nine month period ended January 31, 2004 or for the nine month period ended January 31, 2003, as a result of the operating losses recorded during these periods. Based on a number of factors, including the lack of a history of profits, management believes that there is sufficient uncertainty regarding the realization of deferred tax assets, and, accordingly, has not booked an income tax benefit as of January 31, 2004. All losses incurred can be carried forward for seven years for Canadian income tax purposes and twenty years for United States income tax purposes.

Loss per share was $0.02 for the nine month period ended January 31,2004 and a loss of $0.02 per share for the same period last year.

LIQUIDITY AND CAPITAL RESOURCES

As of January 31, 2004, we had working capital of $178,739, which represented an increase of $60,128 as compared to the working capital position of $118,611 as of April 30, 2003.  There are several factors that contributed to the increase in working capital; these include, exercise of stock options for proceeds of $36,000 and proceeds from loans totaling $377,168.  These loans were settled through the issuance of capital stock during

---

the current period.

Accounts receivable represents 87% of current assets and continues to turn over at acceptable rates.  While our receivables have increased 26% from April 30, 2003, our sales have increased by 51% for the same period.  We have taken steps to improve our collections of receivables.  97% of our assets are current and predominantly made up of receivables from AAA credit rated companies like IBM and MTS. We are currently examining several financing options and negotiating our line of credit with our banker to fund our receivables.

Cash flows used in operating activities for the nine month period ended January 31, 2004, totaled $(351,569), which was primarily due to the loss for the period, offset by non-cash consulting expenses settled through the issuance of common stock.  Cash flows used in operating activities for the nine month period ended January 31, 2003 totaled $(235,396).  The decrease in cash flows is attributable to the increased loss for the current nine months period, and the repayment of accounts payable.



Cash flows from investing activities for the nine months period ended January 31, 2004, totaled $(2,947), in comparison to the cash flows from investing activities for the nine month period ended January 31, 2003, which totaled $21,028.  The nine month period ended January 31, 2003 included $22,945 in cash picked up on the recapitalization of our Company through the acquisition of Edgetech Services Inc. We are now more focused on leasing capital assets through operating leases, and our property and equipment expenditures have therefore decreased.



Cash flows for the nine month period ended January 31, 2004 provided by financing activities totaled $406,403, consisting primarily from the increase of bank indebtedness of $54,100, and offset by proceeds from loans of $377,168. Cash flows for the nine month period ended January 31, 2003, provided by financing activities totaled $198,004, consisting primarily from  proceeds from issuance of capital stock of $178,500.



On February 4, 2004, we closed a private equity placement of $US 500,040 under SEC Regulation ``D'' Rule 506. These funds will provide a foundation for our newly expanded sales and marketing efforts. The private placement, which sold 3,704,000 shares at $0.135 was provided by friendly capital.



Our continued development is dependent upon our receipt of additional equity funding, and cash flows from operations.  Our rate of development and schedule of accomplishments will be largely influenced by the quantity of equity funding received.



We have further plans in place to raise sufficient amount of cash to help us continue to grow our operations and to meet our working capital requirements.  We also intend to hire more executives to assist with our growth and make significant impact to our operations. We have expansion plans into the US marketplace by next year.  We also have several projects that may significantly impact our revenues going forward.  These projects are expected to consummate towards early to mid next year, and are expected to

---

increase our revenue base further.  The mergers and acquisition plans will not be entertained until this structure is firmly in place. The mergers and acquisition strategy will be implemented once we have this foundation in place. The strategy reflects acquiring solution-focused companies at low valuations and subsequently integrates and empowers them into high - value security services providers. While we have assessed several target companies, we have not pursued any acquisitions at the present time.  No assurance is given that future mergers or acquisitions will take place.



We do not currently have sufficient funds to fully develop our business plans.  Our financial statements have been prepared using accounting principles generally accepted in the Unites States applicable to a going concern.  We will not remain a going concern without additional capital.  This accounting treatment contemplates the realization of assets and liquidation of liabilities in the normal course of our business.  We have increased our revenue but without additional capital or profitable operations our ability to operate as a going concern is uncertain. We require additional capital or profitable operations in order to continue operating over the next twelve months.

The completion of the Edgetech transaction has considerably reduced our requirements for capital as compared to earlier periods. However, operating and expansion capital is required on an ongoing basis. We hope to be able to procure sufficient operating funds in part due to our expanding revenue base.



Item 3. Controls and Procedures



(a)

Evaluation of disclosure controls and procedures.



Our management evaluated the disclosure controls and procedures of the Company at March 10, 2004, and found them to be operating efficiently and effectively to ensure that information required to be disclosed by our Company under the general rules and regulations promulgated under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported, within the time periods specified by rules of the SEC. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our Company is accumulated and communicated to the management of our Company, including its principal executive officer and principal financial officer as appropriate to allow timely decisions regarding required disclosure.



(b)

Changes in internal controls.

There were no significant changes in the internal controls of our Company since the date of the evaluation of our Company’s controls or other factors that could significantly affect our Company’s internal controls during the six - month period ended October 31, 2003 and to the date of filing this annual report.

PART II

Item 1. Legal Proceedings.

---



We are not party to any current or pending legal proceedings.

Item 2. Changes in Securities and Use of Proceeds

There were no changes during the period ended January 31, 2004.

Item 3. Defaults Upon Senior Securities

Not Applicable.

Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders through solicitation or otherwise during the period ended January 31, 2004.

Item 5. Other Information

None.



Item 6. Exhibits and Reports on Form 8-K.

(A) Exhibits

|Exhibit
Number | Description                                                                                                                                                                                                         
|-------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1            | Articles of Incorporation filed May 16, 1997, and amendments thereto filed August 11, 1999, as filed with the Issuer's Form 10-SB (file no. 000-27397) filed on September 21, 1999 incorporated herein by reference.
|3.3            | Bylaws as filed with the Issuer's Form 10-SB (file no. 000-27397) on September 21, 1999 incorporated herein by reference.                                                                                           
|4.1            | Form of Lock Up Agreement Executed by the Issuer's Shareholders as filed with the Issuer's Form 10-SB (file no.000-27397) filed on September 21, 1999, incorporated herein by reference.                            
|               |                                                                                                                                                                                                                     
|31.1           | Certification Pursuant to 18 U.S.C. Section 1350, As adopted pursuant to Section 302 of the Sabanes-Oxley Act of 2002.                                                                                              
|31.2           | Certification Pursuant to 18 U.S.C. Section 1350, As adopted pursuant to Section 302 of the Sabanes-Oxley Act of 2002.                                                                                              
|32.1           | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, As adopted pursuant to Section 906 of the Sarbanes-Okley Act of 2002                                                                   
|32.2           | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, As adopted pursuant to Section 906 of the Sarbanes-Okley Act of 2002                                                                   



(B) Reports on Form 8-K

There were no reports on Form 8-K filed for the quarter ended January 31, 2004.





---



SIGNATURES

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

|Edgetech Services Inc
(Registrant)
|----------------------------------
|By: /S/
    Tae Ho Kim, CEO.      
|Tae Ho Kim                        
|Date:  March 15, 2004             









---



Exhibits

Exhibit 31.1

CERTIFICATION PURSUANT TO 18 U.S.C. SS. 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002



I, Tae Ho Kim, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Edgetech Services Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

---



a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 15, 2004

/S/
Tae Ho Kim

Tae Ho Kim
CEO



---



Exhibits

Exhibit 31.2

CERTIFICATION PURSUANT TO 18 U.S.C. SS. 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002



I, Sang Ho Kim, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Edgetech Services Inc.

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

---



a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

March 15, 2004

/S/
Sang Ho Kim

Sang Ho Kim
President



---



Exhibit 32.1



CERTIFICATION PURSUANT TO

18
U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report on Form 10-QSB of Edgetech Services Inc. Inc. (the "Company") for the period ended October 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Tae Ho Kim, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



(1)  The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2)  The information contained in the Report fairly present, in all material respects, the financial condition and results of operations of the Company.





/s/ Tae Ho Kim

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

Tae Ho Kim

Chief Executive Officer

March 15, 2004





---



Exhibit 32.2



CERTIFICATION PURSUANT TO

18
U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report on Form 10-QSB of Edgetech Services Inc. Inc. (the "Company") for the period ended October 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Tae Ho Kim, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



(1)  The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2)  The information contained in the Report fairly present, in all material respects, the financial condition and results of operations of the Company.





/s/ Sang Ho Kim

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

Sang Ho Kim

President

March 15, 2004