# SECURITIES AND
EXCHANGE COMMISSION  Washington, D.C. 20549

# FORM 10-QSB

| | [X] | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
               1934
| | --- | ------------------------------------------------------------------------------------------------

For the Quarterly period ended March 31, 2004

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

For the transition period from ___________ to _____________

Commission file number 000-27847

JACOBSON RESONANCE
ENTERPRISES, INC.(Exact
name of registrant as specified in its charter)

|Nevada                                                         | 65-0684400                       
|-------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of
incorporation or organization) | (IRS Employer
Identification No.)

8200 Jog Road, Suite 100, Boynton Beach, Florida 33437(Address
of principal executive offices)

(561) 752-4141
                           (Issuer's telephone number)

The number of shares outstanding of
each of the issuers classes of common equity as of the latest practicable date:

|Class                           | May 12, 2004
|------------------------------- | ------------
|Common stock, $ 0.001 par value | 203,331,555 

# JACOBSON RESONANCE
ENTERPRISES, INC.

# TABLE OF CONTENTS

|                                                                   | Page No.
|------------------------------------------------------------------ | --------
|                                                                   |         
|PART I. - FINANCIAL INFORMATION                                   
|                                                                   |         
|ITEM I - Unaudited Financial Statements                           
|                                                                   |         
|Balance Sheet as of March 31, 2004 (Unaudited)                     | 2       
|                                                                   |         
|Statements of Operations for the Three Months Ended March 31, 2004
|and 2003 (Unaudited)                                               | 4       
|                                                                   |         
|Statements of Cash Flows for the Three Months Ended March 31, 2004
|and 2003 (Unaudited)                                               | 5       
|                                                                   |         
|Notes to Financial Statements (Unaudited)                          | 7       
|                                                                   |         
|ITEM 2 - Management's Discussion and Analysis or Plan of Operation | 16      
|                                                                   |         
|ITEM 3 - Controls and Procedures                                   | 19      
|                                                                   |         
|PART II - OTHER INFORMATION                                       
|                                                                   |         
|ITEM 2 - CHANGES IN SECURITIES                                     | 20      
|                                                                   |         
|ITEM 5 - OTHER INFORMATION                                         | 20      
|                                                                   |         
|ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K                          | 21      
|                                                                   |         
|Signatures                                                         | 22      

PART I.  Financial
Information

Item 1.  Financial
Statements

Certain  information and
footnote  disclosures  required under  accounting  principles  generally  accepted in the
United States of America have been condensed or omitted from the following  consolidated
 financial statements pursuant to the rules and regulations of the Securities and
Exchange  Commission.  It is suggested that the following  consolidated  financial
 statements be read in  conjunction  with the year-end  consolidated  financial
 statements and notes thereto  included in the Company's  Annual Report on Form 10-KSB
for the year ended December 31, 2003.

The results of
 operations  for the three months ended March 31, 2004 and 2003 are not  necessarily
 indicative of the results for the entire fiscal year or for any other period.

1

# JACOBSON RESONANCE
ENTERPRISES, INC  BALANCE SHEET
(Unaudited)

|                                    | March 31,
2004
|----------------------------------- | --------------
|ASSETS                              |               
|Current Assets:                     |               
|Cash                                |               
|Accounts receivable                 |               
|Prepaid expenses                    |               
|                                    |               
|Total Current Assets                |               
|                                    |               
|Property, plant and equipment - net |               
|                                    |               
|Other Assets:                       |               
|Deferred financing costs - net      |               
|Deposits                            |               
|                                    |               
|Total Other Assets                  |               
|                                    |               
|TOTAL ASSETS                        |               
|                                    |               

See Notes to Financial
Statements.

2

# JACOBSON RESONANCE
ENTERPRISES, INCBALANCE SHEETS (Unaudited)

|                                                   | March 31,
2004
|-------------------------------------------------- | --------------
|LIABILITIES AND STOCKHOLDERS' DEFICIENCY           |               
|Current Liabilities:                               |               
|Notes payable                                      |               
|Accounts payable                                   |               
|Investment in joint venture                        |               
|Accrued expenses                                   |               
|Litigation settlement payable                      |               
|Deposits on common stock to be issued              |               
|Deposits on preferred stock to be issued           |               
|Due to related party                               |               
|Due to officer/shareholder                         |               
|Deferred income                                    |               
|                                                   |               
|Total Current Liabilities                          |               
|Long -Term Debt:                                   |               
|Debentures payable, face value of $25,000          |               
|(Net of beneficial conversion feature              |               
|and costs of $1,715)                               |               
|                                                   |               
|Total Liabilities                                  |               
|                                                   |               
|Commitments and Contingencies                      |               
|Stockholders' Deficiency:                          |               
|Preferred stock $.001 par value - authorized       |               
|5,000,000 shares;  outstanding 30,000 shares       |               
|Common stock $.001 par value - authorized          |               
|300,000,000 shares; outstanding 203,040,617 shares |               
|Additional paid in capital                         |               
|Deficit                                            |               
|                                                   |               
|                                                   |               
|Subscription receivable                            |               
|                                                   |               
|Total Stockholders' Deficiency                     |               
|                                                   |               
|Total Liabilities and Stockholders' Deficiency     |               
|                                                   |               

See Notes to Financial
Statements.

3

# JACOBSON RESONANCE
ENTERPRISES, INC.STATEMENTS OF OPERATIONS  (Unaudited)

|                                  | Three Months Ended
March 31,
|--------------------------------- | ----------------------------
|
|Revenue                           |                             
|                                  |                             
|Costs and expenses:               |                             
|General and administrative        |                             
|                                  |                             
|Loss from operations              |                             
|Other income (expense):           |                             
|Interest expense                  |                             
|Loss from joint venture           |                             
|                                  |                             
|                                  |                             
|                                  |                             
|Net loss                          |                             
|                                  |                             
|Loss per common share - basic     |                             
|                                  |                             
|Loss per common share - diluted   |                             
|                                  |                             
|Weighted average number of        |                             
|common shares outstanding - basic |                             
|and diluted                       |                             
|                                  |                             

See Notes to Financial
Statements.

4

# JACOBSON RESONANCE
ENTERPRISES, INC.STATEMENT OF CASH FLOWS  (Unaudited)

|                                            | Three Months Ended
March 31,
|------------------------------------------- | ----------------------------
|
|Cash flows from operating activities:       |                             
|Net loss                                    |                             
|Adjustments to reconcile net loss to        |                             
|net cash flows used in operating:           |                             
|Depreciation                                |                             
|Amortization of debt discount               |                             
|Loss from joint venture                     |                             
|Non-cash fair value of common stock         |                             
|issued for services                         |                             
|Non-cash fair value of common stock         |                             
|issued for interest expense                 |                             
|Changes in operating assets and liabilities |                             
|                                            |                             
|Net Cash Used in Operating Activities       |                             
|                                            |                             
|Cash flow from financing activities:        |                             
|Payment of note payable                     |                             
|Proceeds from common stock to be issued     |                             
|Proceeds from issuance of common            |                             
|stock                                       |                             
|                                            |                             
|Net Cash Provided by Financing Activities   |                             
|                                            |                             

See Notes to Financial
Statements.

5

# JACOBSON RESONANCE
ENTERPRISES, INC.STATEMENT OF CASH FLOWS (Unaudited)

|                                             | Three Months Ended
March 31,
|-------------------------------------------- | ----------------------------
|
|Net Increase (decrease) in Cash and          |                             
|Cash Equivalents                             |                             
|Cash and Cash Equivalents-Beginning          |                             
|of Period                                    |                             
|                                             |                             
|Cash and Cash Equivalents-End of of Period   |                             
|                                             |                             
|Noncash Investing and Financing Activities:  |                             
|                                             |                             
|Issuance of common stock paid in advance     |                             
|                                             |                             
|Issuance of common stock for services        |                             
|                                             |                             
|Issuance of common stock in settlement       |                             
|of liabilities                               |                             
|                                             |                             
|Changes in operating assets and liabilities  |                             
|(Increase) decrease in accounts receivable   |                             
|Decrease in prepaid expenses and other       |                             
|(Decrease) increase in accounts payable and  |                             
|accrued expenses                             |                             
|Decrease in due to related party             |                             
|Decrease in litigation settlement payable    |                             
|(Decrease) increase in deferred income       |                             
|                                             |                             
|                                             |                             
|                                             |                             
|Supplementry Information:                    |                             
|Cash Paid During the Period for     Interest |                             
|                                             |                             
|Income Taxes                                 |                             
|                                             |                             

See Notes to Financial
Statements.

6

JACOBSON RESONANCE ENTERPRISES,
INC

# NOTES TO FINANCIAL
STATEMENTS (Unaudited)

1.       
          DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Jacobson Resonance Enterprises, Inc
(the Company) is a bio-tech and bio-medical enterprise involved in the
development of resonance and electro-magnetic equipment, processes and applications.
Applications for the use of resonance technology in the medical, veterinary medicine,
food, agricultural, recreational, pharmaceutical, and environmental industries are
currently being pursued.

On January 10, 2001, a subsidiary of
Jacobsons licensee, Serrato Enterprises LLC, received the CE-Mark by the Health
Authorities of the European Union in conjunction with the Spanish Health Ministry for
medical use, distribution, manufacturing, and sale of Jacobson resonators throughout the
nation members of the European Union. This approval covers the broad spectrum of chronic
pain caused by arthrosis of the knee. In addition, full approval and clearance for
manufacturing of all model resonators have been received by the Spanish Ministry of Spain
under the same CE-Mark license.

On November 27, 2000 Jacobson
received notification of licensing rights from the Therapeutic Products Section of the
Canadian Ministry of Health (Health Canada) for commercialization and use of the Jacobson
Resonators in Canada. The license indication covers the reduction of pain associated with
arthritic conditions. The Company received royalties from its foreign licensees and
commenced sales of its resonator models.

On February 11, 2004 the United
States Food & Drug Administration responded to the Company's request to use Jacobson Resonators to
 enhance feelings of relaxation  by stating that it does not intend to enforce premarket
requirements on the Jacobson Resonator used for this purpose. This
permits the Company to lease/sell resonators in the healthcare, leisure, beauty and sports
arenas.

BASIS OF PRESENTATION AND
PLAN OF OPERATION

The balance sheet as of March 31,
2004, and the statements of operations and cash flows for the period presented herein have
been prepared by the Company and are unaudited. In the opinion of management, all
adjustments (consisting solely of normal recurring adjustments) necessary to present
fairly the financial position, results of operations and cash flows for all periods
presented have been made.

The accompanying financial statements
have been prepared assuming the Company will continue as a going concern. As reflected in
the financial statements, the Company has incurred losses of $271,194 for the three months
ended March 31, 2004 and $13,619,163 since its inception in 1996 and as of March 31, 2004
has a working capital deficit of approximately $2 million. The Company has had limited
revenue during these years. There is no assurance that the Company will not encounter
substantial expenses related to financing the marketing efforts or that the Companys
products will be commercially acceptable. The Company will be required to expand its
management and administrative capabilities in order to manage its growth as well as to
respond to competitive conditions. The Company needs to achieve a level of sales adequate
to support its cost structure and will require additional equity financing and/or debt
financing to fund its operations. Such funds may not be available on terms acceptable to
the Company. These factors indicate that the Company may not be able to continue as a
going concern.

The Company received approval and
CE-Mark issuance from the European union, thus allowing distribution and commercialization
of its medical resonators. Marketing and distribution plans are currently on schedule. The
Company also received approval by Health Canada licensing authorities for
commercialization and distribution of medical resonators, and said license covers
reduction of pain of arthritic conditions. Currently, Serrato Enterprises LLC, a licensee
of the Company, is developing additional distribution and marketing plans to cover other
European Union countries other than Spain in 2004.

7

The Company has not yet received FDA
clearance for the commercialization of its clinical resonators in the United States. There
is no assurance that FDA clearance will be granted for any of the Companys products
at any time in the future.  The Company plans
to distribute the clinical models of the Jacobson Resonators in the U.S primarily through
existing medical device distributors and distribute portable models as well. Clinical
operations in other venues not requiring the afore-mentioned clearances are planned to
generate revenues, as well as penetration into the veterinary market which does not
require said regulatory clearances.

In December 2003, the Company entered
a joint venture to open a pain management clinic in Nassau, Bahamas. For the four months
ended April 30, 2004, the Company has averaged 50 to 60 treatment sessions per week.

In conjunction with these efforts,
the Company needs to raise through either equity or debt financing funds to fund its
expanded operations through 2004. There is no assurance the Company will complete the
financing on terms that are acceptable to the Company. The financial statements do not
include any adjustments relating to the recoverability and classification of recorded
assets from the outcome of this uncertainty.

ACCOUNTING POLICIES

Revenue
Recognition

The Company recognizes revenue in
accordance with the guidance in SEC Staff Accounting Bulletin No. 101 Revenue
Recognition in Financial Statements (SAB 401). Revenues from treatments and
royalties are recognized when they are earned. Revenue from sale of resonance equipment is
recorded when the equipment is shipped to customers and title has passed. License fee
income is recognized over the life of the agreement.

Use
Of Estimates

The preparation of financial
statements in conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenue
and expenses during the reporting period. Actual results could differ from those
estimates.

Loss
Per Common Share

Basic and diluted loss per common
share is computed by dividing net loss by the weighted average number of common shares
outstanding during the year. Potential common shares are excluded from the loss per share
calculation because the effect would be antidilutive. Potential common shares relate to
the convertible debt, stock options, warrants and convertible preferred stock.

Deferred
Financing Costs

Deferred financing costs are the
costs associated with the issuance of the 6% debentures and are being amortized over the
term of the debentures. Deferred financing costs amounted to $393 for the three months
ended March 31, 2004 and 2003, respectively, and are included in the Companys
statement of operations.

Stock
-Option Plan

The Company accounts for equity-based
compensation issued to employees in accordance with Accounting Principles Board
(APB) Opinion No. 25 Accounting for Stock Issued to Employees. APB
No. 25 requires the use of the intrinsic value method, which measures compensation cost as
the excess, if any, of the quoted market price of the stock at the measurement date over
the amount an employee must pay to acquire the stock. The Company makes disclosures of pro
forma net earnings and earnings per share as if the fair-value-based method of accounting
had been applied as required by SFAS No. 123 Accounting for Stock-Based
Compensation-Transition and Disclosure.

8

In December 2002, the FASB issued
SFAS No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure, an
amendment of FASB Statement No. 123". SFAS No. 148 provides alternative methods of
transition for a voluntary change to the fair value based method of accounting for
stock-based employee compensation. It also requires disclosure in both annual and interim
financial statements about the method of accounting for stock-based employee compensation
and the effect of the method used on reported results. SFAS No. 148 is effective for
annual and interim periods beginning after December 15, 2002. The Company will continue to
account for stock-based employee compensation under the recognition and measurement
principle of APB Opinion No. 25 and related interpretations.

The Company has adopted the
disclosure-only provisions of Statement of Financial Accounting Standards No. 123,
Accounting for Stock-Based Compensation(SFAS No. 123). Had compensation cost
for the Companys stock option plan been determined based on the fair value at the
grant date for awards in 2004 and 2003 consistent with the provisions of SFAS No. 123, the
Companys net earnings and earnings per share would have been reduced to the pro
forma amounts indicated below:

|                                | Three Months Ended
March 31,
|------------------------------- | ----------------------------
|
|Net loss - as reported          |                             
|Stock-based compensation        |                             
|expense using fair value method |                             
|                                |                             
|Net loss - pro forma            |                             
|                                |                             
|Loss per share -                |                             
|basic and diluted-as reported   |                             
|                                |                             
|Loss per share -                |                             
|basic and diluted-pro forma     |                             
|                                |                             

During the three months ended March
31, 2004, the Company granted options to its officers, Directors and Advisory Board
members of the Company to purchase 9,000,000 shares of the Companys common stock at
an exercise price of $.02 per share expiring February 2009. The fair market value at the
option grant is estimated on the date of grant using the Black-Scholes option pricing
model with the following weighted average assumptions used for grants in 2004: dividend
yield of 0%, expected volatility of 142%, risk-free interest rate of 6%, and expected
lives of five years.

Evaluation
Of Long-Lived Assets

Long-lived assets are assessed for
recoverability on an on-going basis. In evaluating the fair value and future benefits of
long-lived assets, their carrying value would be reduced by the excess, if any, of the
long-lived assets over managements estimate of the anticipated undiscounted future
net cash flows of the related long-lived asset.

1.1 Depreciation And
Amortization

Property and equipment are stated at
cost. Depreciation is provided for by the straight-line method over the estimated useful
lives of the related assets.

9

Concentration
Of Credit Risk

Financial instruments which
potentially subject the Company to concentrations of credit risk are primarily cash. The
Company invests its excess cash in high quality short-term liquid money market instruments
with major financial institutions and carrying value approximates market value. The
Company maintains cash in bank accounts which, at times, may exceed federally insured
limits.

Stock
Based Compensation

The Company issues shares of its
common stock to employees and non-employees as stock-based compensation. The Company
accounts for the services using the fair market value of the services rendered. For the
three months ended March 31, 2004 and 2003 the Company issued 500,000 and 1,330,000 common
shares, respectively, and recorded compensation expense of $12,895 and $55,350,
respectively, in connection with the issuance of these shares.

Fair
Value Of Financial Instruments

For financial instruments including
cash, accounts payable, accrued expenses, and convertible debt, it was assumed that the
carrying amount approximated fair value because of the short maturities of such
instruments.

1.2 Patents

The Company has charged operations
for costs representing legal expenses associated with the application to obtain certain
patents awarded to the Companys principal stockholder. The Company has a licensing
agreement for the use of the patents.

Income
Taxes

The Company accounts for income taxes
using an asset and liability approach under which deferred taxes are recognized by
applying enacted tax rates applicable to future years to the differences between financial
statement carrying amounts and the tax basis of reported assets and liabilities. The
principal item giving rise to deferred taxes are future tax benefits of certain net
operating loss carryforwards.

Reclassifications

Certain reclassifications have been
made to prior period amounts to conform to the current year presentation.

2. MERGER

On January 6, 2004, the Company and Dr.
Notes, Inc. (Dr. Notes) entered into a merger agreement. Dr. Notes is the
owner of various different applications of software created to help health care providers
become more effective by reducing the overhead costs incurred by present record management
procedures. The merger become effective January 6, 2004 and Dr. Notes ceased to exist.

The Company issued 1,000,000 shares
of its common stock in exchange for the outstanding shares of Dr. Notes which equated the
aggregate fair market value of approximately $50,000 of Dr. Notes at the time of merger.

3.    
          SUBSCRIPTION AGREEMENTS

As part of the merger agreement with
Dr. Notes the rights and obligations of Dr. Notes under a subscription agreement ensured
to the benefit of and became binding upon the Company, so that any subsequent funding
under the subscription agreement would be received by the Company.

10

Dr.
          Notes entered into a subscription agreement with these Colorado Accredited
          Investors whereby Dr. Notes sold $1,000,000 in convertible debentures, together
          with underlying authorized but unissued shares of common stock of Dr. Notes into
          which the Dr. Notes debenture maybe converted to those Accredited Investors.
          Pursuant to Rule 504(b)(1)(iii) of Regulation D, securities issued under a state
          law exemption that permit general solicitation and general advertising so long
          as sales are made only to Accredited Investors are unrestricted. Since Section
          11-51-308 (1) (p), C.R.S., and Sec. 51-3-13B, Colorado Regulations, promulgated
          thereunder, permits general solicitation and general advertising of securities
          so long as sales are made only to accredited investors; and since
          the Dr. Notes Convertible Debentures were offered and sold exclusively to
          accredited investors which are residents of Colorado, Dr. Notes, Inc. issued,
          and the Accredited Investors purchased, unrestricted securities within the
          meaning of Rule 504 (b) (a) (iii) and Section 11-51-308 (1) (p), Colorado
          Revised Statutes, and Sec. 51-3-13B, Colorado Regulations.

Subsequent to the merger, the Company
deposited 55,000,000 shares of unrestricted shares of the Companys common stock with
an escrow agent as security for its performance under the Dr. Notes agreement. If all the
debentures are converted the Company expects to receive approximately $700,000 in funding,
the balance for the original Dr. Notes agreement.

As of March 31, 2004 the Company
received $265,000 and issued 21,079,623 shares after the conversion. In April 2004, the
Company received an additional $75,000 and issued 9,898,853 of the Companys common
stock.

4. INVESTMENTS

The equity method of accounting is
used for the Companys joint venture in the Bahamas, where the Company has
significant influence, but does not have effective control. Significant influence is
generally deemed to exist when the Company has an ownership interest in the voting stock
of the investment between 20% and 50%, although other factors, such as representation on
the investees Board of Directors, voting rights and the impact of commercial
arrangements, are considered in determining whether the equity method of accounting is
appropriate. The Companys equity is the net loss of this investment is reported in
other income (expense) in the Companys statement of operations.

5.    
          PROPERTY AND EQUIPMENT

Property and equipment at March 31,
2004, at cost consists of:

|Furniture and fixtures         |  |  | $ | 38,304 | 
|------------------------------ |  |  | - | ------ | 
|Less: accumulated depreciation |  |  |   | 27,366 | 
|                               |  | 
|                               |  |  | $ | 10,938 | 
|                               |  | 

Depreciation expense for the three
months ended March 31, 2004 and 2003 amounted to $797 and $808, respectively.

6.    
          NOTES PAYABLE

a)    
          During the second and third quarters of 2001, the Company borrowed $250,000. The
          Company signed notes that were due June 1, 2001, bear interest at a rate of 5%
          per annum and are convertible into common stock of the Company. During February
          2002, $25,000 of these notes were repaid. The balance of the notes were not
          repaid and the Company was in default on these notes. On August 28, 2003, the
          notes were assumed by Investment Management, Inc. in exchange for 47,250,000
          restricted shares of the Companys common stock. In the event of default by
          Investment Management, Inc. the Company guarantees to fulfill the obligation. In
          addition, on August 29, 2003 the Company issued 2,250,000 shares of its common
          stock to the former noteholders for interest that was accrued in the amount of
          $52,792 as of that date, satisfying all terms of the agreement.

11

Under the original terms of the
notes, in the event of default, the note holder had the option to purchase 10,000 shares
of the Companys common stock for $100 for each $25,000 of outstanding debt.
Additionally, the notes stated that the note holders could continue to purchase common
stock in the Company at a rate of 5,000 shares of common stock for $50 for each $25,000 of
outstanding debt for each 30 day period until the notes were paid in full. As of December
31, 2003, the Company had received $8,150 and issued 815,000 shares of common stock. The
Company issued 260,000 shares in 2001 and 555,000 shares in 2002 to satisfy the defaults.

The Company recorded interest expense
of $12,325 for the three months ended March 31, 2003 for the difference between the fair
market value of the Companys common stock and the exercise price of $.01 per common
share for any shares that the note holders have a right to receive.

|b) | The Company borrowed $20,000 on April 4, 2003 and $11,000 on August 28, 2003 and
          issued two 60 day notes to a shareholder. The Company is required to issue
          42,000 and 75,000 shares per month of the Companys common stock as
          interest in connection with the loans, respectively. As of March 31, 2004, the
          Company was in default on these notes and the entire balance is due and payable.
          The 1,011,000 shares due to the noteholder for interest as of March 31, 2004
          also has not been issued to the noteholder. Interest expense in the amount of
          $4,124 has been accrued based on the fair market value of these unissued Company
          common shares and is included in the Companys statement of operations for
          the three months ended March 31, 2004. The balance due the noteholder of $31,000
          is included in Notes payable  related parties on the Companys
          balance sheet as of March 31, 2004.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|c) | The Company borrowed $35,000 on November 18, 2003 from three shareholders of the
          Company. The Company issued two 90 day 5% notes. One loan repayment was
          conditional on future funding to be received by the Company. In February 2004, a
          $10,000 note was converted into 1,000,000 shares of the Companys common
          stock. In connection with this loan, the Company issued the noteholder warrants
          to purchase 500,000 shares of the Companys common stock at an exercise
          price of $.05 per share expiring February 2006. The fair value of the warrants
          issued was $5,491 and is included in the Companys statement of operations
          for the three months ended March 31, 2004 as interest expense. As of March 19,
          2004, a note in the amount of $15,000 was repaid, including $1,000 of interest
          as agreed in the loan agreement. The remaining note in the amount of $10,000 has
          not been repaid and the Company is currently in default. For the three months
          ended March 31, 2004, the Company accrued $125 of interest expense on these
          notes which is included in the Companys statement of operations. The
          balance due the noteholder of $10,000 is included in Notes payable 
          related parties on the Companys balance sheet as of March 31, 2004.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The fair value of the notes payable
approximates the carrying amount due to the short-term nature of the instruments.

7.    
          CONVERTIBLE DEBENTURES

In September 2002, the Company issued
$25,000 in convertible debentures as part of a funding agreement with Techinvest Services,
Inc. (Techinvest) due September 3, 2005. The Company incurred costs of $2,518
in connection with this offering. The Company also recorded a beneficial conversion
feature of $8,250 in connection with this convertible debenture. The beneficial conversion
feature is accounted for as a discount to the debenture and is allocated to additional
paid in capital. The discount is to be amortized to interest expense through the maturity
date of the debt. The Company recorded $1,425 of interest expense for the three months
ended March 31, 2004 and 2003, respectively. As of March 31, 2004 the debenture is
convertible into 3,333,333 shares of the Companys common stock.

8.    
          DUE TO RELATED PARTY

The Company receives royalties from
an entity owned by a former Director of the Company. For the three months ending March 31,
2004 and 2003 the Company received royalties from the related party of approximately $-0-
and $43,000, which represented 0% and 80% of revenues, respectively. The entity owned by
the Director had to accept returned goods from one of its customers and, accordingly, the
Company had to refund royalties previously earned. As of March 31, 2004, after offsetting
the royalties to be returned to the entity and the royalties earned by the Company, the
Company owed the related party $66,654.

12

9.    
          ACCRUED EXPENSES

Accrued
expenses consist of the following:

|                                  | March 31,
2004
|--------------------------------- | --------------
|Payroll expenses                  |               
|Payroll taxes                     |               
|Rent                              |               
|Interest expense -related parties |               
|Professional fees                 |               
|Director fees                     |               
|                                  |               
|                                  |               
|                                  |               

10.    
          LITIGATION SETTLEMENT PAYABLE

The majority shareholder and officer
of the Company (Dr. Jacobson) was involved in litigation which resulted in a settlement
which required Dr. Jacobson to contribute to the Company the licensing rights to patents
owned by this officer and the plaintiffs. The Company received the licensing rights during
2000, and ascribed no value to them.

Under the terms of the settlement in
2000 Dr. Jacobson was required to transfer 12,000,000 shares of common stock of the
Company owned by him to the plaintiffs. As part of the settlement, the plaintiffs gave the
Company licensing rights to various patents. The Company issued to the plaintiffs warrants
to purchase 3,000,000 share of common stock at $.30 per share (valued at $290,000, which
was included in the statement of operations during 2000). The warrants are exercisable
through April 2008.

In connection with the settlement and
the contribution of the licensing rights to the patents to the Company, Dr. Jacobson was
issued warrants by the Company to purchase 6,000,000 shares of the Companys common
stock at $.30 per share (valued at $580,000, which was included in the statement of
operations during 2000). The warrants are exercisable through April 2008.

In connection with this settlement
and based upon approval of the Companys Board of Directors and the Agreed Order
Dismissing Case and Providing Relief from the Automatic Stay (Dr. Jacobsons personal
bankruptcy) both Dr. Jacobson and the Company agreed to pay the plaintiffs the sum of
$1,000,000 by July 15, 2001 (as amended). Accordingly, the Company who was not previously
a party to this litigation accrued and charged the statement of operations $1,000,000
during the year ended December 31, 2000. The Company agreed to pay the entire settlement
after receiving the patents from Dr. Jacobson and the rights to license and distribute the
products. The balance due at March 31, 2004 is $995.000 and is payable on demand.

11.    
          LOANS FROM OFFICERS/SHAREHOLDERS

During 2002, Dr. Jacobson loaned the
Company on various dates a total of $164,500, none of which has been repaid as of March
31, 2004. The loans are due on demand with interest at 10%. The Company recorded interest
expense of $4,113 for the three months ended March 31, 2004 and 2003, respectively. No
interest has been paid and the balance due Mr. Jacobson for interest on the loans in the
amount of $28,590 is included in accrued expenses on the Companys balance sheet at
March 31, 2004.

13

12.    
          COMMITMENTS AND CONTINGENCIES

License Agreement

In April 2003, the Company entered
into a six year license agreement with P.E.R., Inc. (Licensee). Royalties
shall be paid to the Company by licensee based on $30 per unit for each portable unit sold
for $499 plus 10% of the gross profit (as defined) of licensee. All units above $500 and
all add-on and replacement parts will inure a 15% royalty based on gross profit. (as
defined) No revenue has been received as of March 31, 2004.

In addition, there is an initial
license payment for $100,000 to be received by the Company in consideration in granting
the license. As of March 31, 2004, $28,000 has been received with the remaining balance
due July 4, 2004. For the three months ended March 31, 2004 the Company recorded $4,186 of
license fee revenue and the balance of $11,333 is ,included in deferred revenue on the
Companys balance sheet at March 31, 2004.

Consulting Agreement

On August 12, 2003, the Company
entered into a consulting services agreement with Med Visor Financial Group Inc.
(MedVisor) for a period of one year. Compensation for the services is
$350,000, of which $131,250 was included in general and administrative expenses for the
year ended December 31, 2003 and $87,500 is included for the three months ended March 31,
2004. The balance of $131,250 is included in prepaid expenses on the Companys
balance sheet at March 31, 2004. The Company issued MedVisor 12,750,000 restricted shares
of the Companys common stock as payment in connection with these services.

13. NEW FINANCIAL ACCOUNTING
STANDARDS

In June 2002, the FASB issued SFAS
No. 146, Accounting for Costs Associated with Exit or Disposal Activities.
This Statement requires recording costs associated with exit or disposal activities at
their fair values when a liability has been incurred. Under previous guidance, certain
exit costs were accrued upon managements commitment to an exit plan. The Company
adopted SFAS No. 146 on January 1, 2003. The adoption of SFAS No. 146 did not have a
material impact on the Companys result of operations or financial position.

In April 2003, the FASB issued SFAS
No. 149, Amendment of Statement No. 133 on Derivative Instruments and Hedging
Activities. This statement amends and clarifies financial accounting and reporting
for derivative instruments, including certain derivative instruments embedded in other
contracts and for hedging activities under FASB Statement No. 133, Accounting for
Derivative Instruments and Hedging Activities. This Statement is effective for
contracts entered into or modified after June 30, 2003, and for hedging relationships
designated after June 30, 2003. Management believes that this statement did not have a
material impact on the Companys results of operations or financial position.

In November 2002, the FASB issued
FASB Interpretation No. 45 (FIN 45), Guarantors Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, and
interpretation of FASB Statements No. 5, 57,and 107 and Rescission of FASB Interpretation
No. 34. FIN 45 clarifies the requirements of FASB Statement No. 5, Accounting for
Contingencies, relating to the guarantors accounting for, and disclosure of, the
issuance of certain types of guarantees. This interpretation clarifies that a guarantor is
required to recognize, at the inception of certain types of guarantees, a liability for
the fair value of the obligation undertaken in issuing the guarantee. The initial
recognition and initial measurement provisions of this Interpretation are applicable on a
prospective basis to guarantees issued or modified after December 31, 2002, irrespective
of the guarantors fiscal year-end. The disclosure requirements in this
interpretation were effective for financial statements of interim or annual periods ending
after December 15, 2002. The Company adopted FIN 45 on January 1, 2003. The adoption of
FIN 45 did not have a material impact on the Companys results of operations or
financial position.

14

In January 2003, the FASB issued FIN
No. 46, Consolidation of Variable Interest Entities. In December 2003, the FASB issued FIN
No. 46 (Revised) (FIN 46-R) to address certain FIN 46 implementation issues.
This interpretation requires that the assets, liabilities, and results of activities of a
Variable Interest Entity (VIE) be consolidated into the financial statements
of the enterprise that has a controlling interest in the VIE. FIN 46R also requires
additional disclosures by primary beneficiaries and other significant variable interest
holders. For entities acquired or created before February 1, 2003, this interpretation is
effective no later than the end of the first interim or reporting period ending after
March 15, 2004, except for those VIEs that are considered to be special purpose
entities, for which the effective date is no later than the end of the first interim or
annual reporting period ending after December 15, 2003. For all entities that were
acquired subsequent to January 31, 2003, this interpretation is effective as of the first
interim or annual period ending after December 31, 2003. The adoption of FIN 46 did not
have a material impact on the Companys results of operations or financial position.

In May 2003, the FASB issued SFAS No.
150, Accounting for Certain Financial Instruments with Characteristics of Both
Liabilities and Equity. SFAS No. 150 clarifies the accounting for certain financial
instruments with characteristics of both liabilities and equity and requires that those
instruments be classified as liabilities in statements of financial position. Previously,
many of those financial instruments were classified as equity. SFAS No. 150 is effective
for financial instruments entered into or modified after May 31, 2003, and otherwise is
effective at the beginning of the first interim period beginning after June 15, 2003. The
adoption of the provisions of SFAS No. 150 did not have a material impact on the
Companys financial position.

In December 2003, the FASB issued
SFAS No. 132 (Revised) (SFAS No. 132-R), Employers Disclosure
about Pensions and Other Postretirement Benefits. SFAS No. 132-R retains disclosure
requirements of the original SFAS No. 132 and requires additional disclosures relating to
assets, obligations, cash flows, and net periodic benefit cost for defined benefit pension
plans and defined benefit post retirement plans. SFAS No. 132-R is effective for fiscal
years ending after December 15, 2003, except that certain disclosures are effective for
fiscal years ending after June 15, 2004. Interim period disclosures are effective for
interim periods beginning after December 15, 2003. The adoption of the disclosure
provisions of revised SFAS No. 132-R did not have a material impact on the Companys
historical disclosure.

15

Item 2. Managements
Discussion and Analysis or Plan of Operation

The following discussion of our
financial condition and results of operations should be read in conjunction with the
financial statements and notes thereto and the other financial information included
elsewhere in this report.

Certain statements contained in this
report, including, without limitation, statements containing the words
believes, anticipates, expects and words of similar
import constitute forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements involve known
and unknown risks and uncertainties. Our actual results may differ materially from those
anticipated in these forward-looking statements as a result of certain factors, including
the success and subsequent acceptance of new medical research and development; the
regulatory framework of the health care industry; our ability to create, sustain, manage
or forecast our growth; our ability to attract and retain key personnel; our ability to
protect technology; changes in our business strategy or development plans; competition;
demographic changes; business disruptions; adverse publicity; and international, national
and local general economic and market conditions.

We have received some royalty
revenues from Real Pure Beverage Group, LLC, Bio Resonance Technology, Inc., Canada,
Serrato Enterprises-BioRes Medical, S.L. and P.E.R. Inc. We have incurred losses of
approximately $868,000 for the twelve months ended December 31, 2003, and $276,686 for the
three months ended March 31, 2004. Of those amounts, approximately $428,000 and $105,887,
respectively, represent the non-cash expense resulting from the issuance of common stock
and options to purchase common stock to members of our management and third parties for
services rendered and interest.

Three Months Ended March
31, 2004, compared to Three Months Ended March 31, 2003

The net loss increased by
approximately $120,000 from approximately $157,000 in 2003 to approximately $277,000 for
the three months ended March 31, 2004.

The items of significant increase or
decrease in the three months ended March 31, 2004 over the comparable period of the prior
year were an increase in general and administrative expense from approximately $198,000 in
2003 to approximately $227,000 for the three months ended March 31, 2004, and an increase
in net interest expense from approximately $12,000 in 2003 to approximately $18,000 for
the three months ended March 31, 2004. The increase was due to additional borrowings.

We did not incur any costs for
research and development in the three months ended March 31, 2004.

Critical Accounting
Policies

Our discussion and analysis of our
financial condition are based upon our financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of America.
The preparation of these financial statements requires us to make estimates and judgments
that affect the reported amount of assets, liabilities, revenues and expenses and related
disclosure of contingent liabilities. On an ongoing basis, we evaluate our estimates,
including those related to revenues, deferred income taxes and long-lived assets. We based
our estimates on our historical experience, knowledge of current conditions and our
beliefs of what could occur in the future considering available information. Actual
results may differ from these estimates under different assumptions or conditions. The
Company believes the following critical accounting policies affect its more significant
judgments and estimates used in the preparation of its financial statements.

16

Revenue Recognition

The company recognizes revenue in
accordance with SEC Staff Accounting Bulletin No. 101, Revenue Recognition in Financial
Statements, as amended by SAB 101A and 101B (collectively SAB 101). SAB 101 requires that
four basic criteria must be met before revenue can be recognized: (1) persuasive evidence
of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is
fixed and determinable; and (4) collectibility is reasonably assured. Under the provisions
of SAB 101, royalties are recognized when earned and revenues from sale of resonance
equipment are recorded when the equipment is shipped.

Taxes

The Company records a valuation
allowance to reduce its deferred tax assets to an amount that is more likely than not to
be realized. While the Company considers historical levels of income, expectations and
risks associated with estimates of future taxable income and ongoing prudent and feasible
tax planning strategies in assessing the need for the valuation allowance, in the event
the Company determines that it would be able to realize deferred tax assets in the future
in excess of the net recorded amount, an adjustment to the deferred tax asset would
increase income in the period that such determination was made. Likewise, should the
Company determine that it would not be able to realize all or part of the net deferred tax
asset in the future, an adjustment to the deferred tax asset would be charged to income in
the period such determination was made. The Company has recorded valuation allowances
against its entire deferred tax assets of approximately $3,000,000 at December 31, 2003.
The valuation allowances relate primarily to the net operating loss carry forward deferred
tax asset where the tax benefit of such asset is not assured.

Impairment of Long-lived
Assets

The
Company asseses the impairment in value to its long-lived assets whenever events or
circumstances indicate that their carrying value may not be recoverable. Factors
considered important which could trigger impairment review include the following:
significant negative industry trends, significant underutilization of the assets, and
significant changes in how the Company uses its assets or plans for their use.

If the Company determines that the
future undiscounted cash flows related to these assets will not be significant to recover
their carrying value, then the Company will reduce the carrying value of these assets down
to the Companys estimate of their fair market value and will continue depreciating
or amortizing them over their remaining useful lives. Accordingly, the statement of
operations reflects an impairment loss of $83,000 for the year ended December 31, 2002.

Plan of Operation

In
December 2003, we opened a pain management clinic in Nassau, Bahamas, through a 40% owned
joint venture company, Magnetic Resonance Therapy (Bahamas) Limited. The clinic is located
in a medical building, the Bahamas Heart Center Extension, in the city of Nassau, Island
of New Providence. The first patient was treated in early December 2003. For the four
months ended April 30, 2004, the Company has averaged between 50 and 60 treatments sessions a
week. All of our patients have been referred by physicians in the Bahamas, in accordance
with the Bahamas medical regulations.

On November 27, 2000, Jacobsons
licensee, Bio Resonance Technology, Inc., received notification of licensing rights from
the Therapeutic Products Section of the Canadian Ministry of Health (Health Canada) for
commercialization and use of the Jacobson Resonators in Canada.  The license
indication covers the reduction of pain associated with arthritic conditions.  The
Company received royalties from its foreign licensees and commenced sales of its resonator
models.

On January 10, 2001, a subsidiary of
Jacobsons licensee, Serrato Enterprises LLC, received the CE-Mark by the Health
Authorities of the European Union in conjunction with the Spanish Health Ministry for
medical use, distribution, manufacturing, and sale of Jacobson resonators throughout the
nation members of the European Union. This approval covers the broad spectrum of chronic
pain caused by arthrosis of the knee. In addition, full approval and clearance for
manufacturing of all model resonators have been received by the Spanish Ministry of Spain
under the same CE-Mark license.

17

We are negotiating the restructure
our agreements with Serrato Enterprises in regard to the territory licensed and other
matters.

We have received approval and a
CE-Mark issuance from the European Union, thus allowing distribution and commercialization
of our medical resonators. Marketing and distribution plans through AMEVISA, SARL and
BIORES MEDICAL, S.L. (a Serrato Enterprises company) are currently on schedule. We have
also received approval by Health Canada licensing authorities for commercialization and
distribution of medical resonators, and said license now covers reduction of pain of
arthritic conditions. Bio Resonance Technology, Inc., now operates a pain center in
Winnipeg.

On February 11, 2004, the FDA issued
us a letter stating that, although FDA believes magnets intended for medical uses to be
devices, that they do not intend to enforce premarket requirements for the type of device
described in our application, which produces extremely low magnetic field strength. This
enforcement discretion would apply only when the device is labeled solely to enhance
feelings of relaxation. Other indications for therapeutic effects would require FDA
clearance based on a 510(k) premarket notification. We have not yet received FDA clearance
for the commercialization of our clinical resonators in the United States for any
indications other than relaxation. In 1997, we filed our submission with the FDA seeking a
determination that the 18-inch clinical Jacobson Resonator qualified as an NSR device for
the treatment of osteoarthritis pain of the knee. On March 4, 1999, the FDA determined
that our clinical study of the 18-inch clinical Jacobson Resonator to demonstrate
effectiveness was an NSR device study because the resonator did not meet the definition of
a Significant Risk device under the applicable provision of the IDE. This determination in
effect means that the resonator meets the FDA requirements as to safety. In August, 2002,
we withdrew our 510(k) de novo application.

Double blind, randomized and placebo
controlled studies are planned to continue to add data from greater populations of
subjects for submission of de novo 510(k) applications to FDA for clearance for specific
indications in pain management.

Managements focus will also be
on product applications that do not require regulatory approval via joint ventures,
licensing, technology transfer and like transactions. Other possible sources of revenue or
capital for the Company include veterinary medicine, the resonated beverage businesses and
offshore clinics.

The Company has entered into a
license agreement with P.E.R., Inc., pursuant to which P.E.R. has been licensed to
manufacture and sell battery-powered, portable resonators worldwide, excepting in the
United States. We have received an initial payment of $25,000 on account of the $100,000
initial license fee pursuant to this agreement, and are entitled to a royalty fee of $30
per unit sold, plus 10% of the gross profit of P.E.R., for all portable units sold for
under $500. For all portable units selling at $500 and above, we receive a royalty of 15%
of P.E.R. ́s gross profit on those units, payable on a quarterly basis; and for all
add-on and replacement parts sold, we receive a royalty of 15% of P.E.R. ́s gross
profit for those parts.

In April 2001, we entered into a
consulting agreement with Regulatory Insight, Inc., of Lakewood, Colorado for healthcare
consulting services.

Liquidity and Capital Resources as of
March 31, 2004

In the year ended December 31, 2003,
we received approximately $242,000, from the sale of equity securities and $66,000 from
the proceeds of several notes payable, and in the three months ended March 31, 2004, we
received approximately $265,000 from the conversion of convertible debentures assumed in
the merger of Dr. Notes, Inc. into the Company and issued 21,079,623 shares of common
stock in connection with these conversions. In April 2004, the Company received an
additional $75,000 from conversion of these debentures and issued an additional 9,898,853
shares of common stock. Given our current liquidity position, we are required to seek
additional funds through either debt or equity financing. Our year-end financial
statements include an explanatory paragraph about our ability to continue as a going
concern.

18

Note 6 of the financial statements
refers to the fact that we received $250,000 from the proceeds of several promissory notes
which have 60 days terms and pay interest at 5% per annum. These remaining $225,000
principal balance of these notes was converted in August 2003. Note 6 also refers to the
fact that we issued 60 day notes to a stockholder on April 4 and August 28, 2003, in the
respective amounts of $20,000 and $11,000, to evidence loans to us in those amounts. We
are required to issue 42,000 and 75,000 shares per month of the Companys common
stock in connection with the loans, respectively. As of this date, the Company was in
default on these notes and the entire balance is due and payable in full. The 1,011,000
shares due to the noteholder for interest as of March 31, 2004 also have not been issued
to the noteholder. Interest expense in the amount of $4,124 has been accrued based on the
fair market value of these unissued Company common stock and is included in the
Companys statement of operations for the three months ended March 31, 2004. The
balance due the noteholder of $31,000 is included in Notes payable  related parties
on the Companys balance sheet as of March 31, 2004.

The Company borrowed $35,000 on
November 18, 2003 from three shareholders of the Company. The Company issued two 90 day 5%
notes. One loan repayment was conditional on future funding to be received by the Company.
In February 2004, a $10,000 note was converted into 1,000,000 shares of the Companys
common stock. In connection with this loan, the Company issued the noteholder warrants to
purchase 500,000 shares of the Companys common stock at an exercise price of $.05
per share expiring February 2006. The fair value of the warrants issued was $5,491 and is
included in the Companys statement of operations for the three months ended March
31, 2004 as interest expense. As of March 19, 2004, a note in the amount of $15,000 was
repaid, including $1,000 of interest as agreed in the loan agreement. The remaining note
in the amount of $10,000 has not been repaid and the Company is currently in default. For
the three months ended March 31, 2004, the Company accrued $125 of interest expense on
these notes which is included in the Companys statement of operations. The balance
due the noteholder of $10,000 is included in Notes payable  related parties on the
Companys balance sheet as of March 31, 2004.

ITEM 3. Controls and
Procedures

Within the 90 days prior to the
filing date of this Form 10-QSB, the Company carried out an evaluation, under the
supervision and with the participation of the Companys management, including the
Companys Chief Executive Officer and Chief Financial and Accounting Officer, of the
effectiveness of the design and operation of the Companys disclosure controls and
procedures as defined in Rule 13a-14 of the Securities Exchange Act of 1934. Based upon
that evaluation, the Chief Executive Officer and Principal Financial and Accounting
Officer concluded that the Companys disclosure controls and procedures are effective
in timely alerting them to material information relating to the Company (including its
consolidated subsidiaries) required to be included in this Quarterly Report on Form
10-QSB. There have been no significant changes in the Companys internal controls or
in other factors which could significantly affect internal controls subsequent to the date
the Company carried out its evaluation.

19

# PART II.
                                                 OTHER INFORMATION

Item 2. Changes in
Securities

(c) Recent Sales of
Unregistered Securities

|2/17/04 |  |  | 50,000 shares of Common Stock    |  |  | Private Investor |  |  | NA |  |  | $.01/NA |  | 
|------- |  |  | -------------------------------- |  |  | ---------------- |  |  | -- |  |  | ------- |  | 
|        |  |  | issued upon conversion of        |  | 
|        |  |  | convertible note and two year    |  | 
|        |  |  | warrant to purchase 25,000       |  | 
|        |  |  | shares at an exercise price $.05 |  | 
|2/17/04 |  |  | 400,000 shares of Common Stock   |  |  | Private Investor |  |  | NA |  |  | $.01/NA |  | 
|        |  |  | issued upon conversion of        |  | 
|        |  |  | convertible note and two year    |  | 
|        |  |  | warrant to purchase 200,000      |  | 
|        |  |  | shares at an exercise price $.05 |  | 
|2/17/04 |  |  | 550,000 shares of Common Stock   |  |  | Private Investor |  |  | NA |  |  | $.01/NA |  | 
|        |  |  | issued upon conversion of        |  | 
|        |  |  | convertible note and two year    |  | 
|        |  |  | warrant to purchase 275,000      |  | 
|        |  |  | shares at an exercise price $.05 |  | 

Item 5.   Other
Information.

Acquisition of Dr. Notes,
Inc.

We
are in the business of utilizing extremely weak physiologic low frequency magnetic fields
(such as those found in the human heart, brain and other organs) to alter biochemical
systems for the purpose of reducing chronic and acute pain. We have determined that our
operations have reached the point where it would now be prudent to look to the future with
a view toward determining the best way to market our products, where requisite regulatory
approvals hae been obtained. We therefore are developing ancillary management information
systems to enable potential customers to operate their magnetic resonance devices and to
provide detailed and efficient record-keeping sub-systems. In addition, international
regulatory guidelines and the spread of ever-more sophisticated resonator delivery
devices, would require that, to remain competitive, we would have supply enhanced
automated management information systems to our customers. However, we have not yet
actually developed specific plans to accomplish these objectives.

In
late 2003, we were approached by Dr. Joseph W. Steffey, who has known the Companys
President, Mr. Harvey Grossman, professionally for over 10 years. During that period of
time Dr. Steffey and Mr. Grossman discussed the economic potential of various different
applications of a software product developed by Dr. Steffey called Dr. Notes.
This software was created to enable health care providers, such as physicians, physical
therapists, massage therapists, acupuncturists to become more effective by reducing the
overhead costs incurred by present record management procedures. In addition, Dr. Steffey
was in the process of developing software upgrades, which, beginning at the point of
initial contact with the patient, continuing through the administration of the magnetic
resonance therapeutic procedure itself, followed by billing, and culminating with the
creation, organization and retrieval of the patient records, had the potential for
automating the entire process to the extent it was compatible with medical safeguards.

During
these discussions, we determined to begin to develop or acquire software to enable our
customers to operate their systems by providing detailed and efficient record-keeping
systems. Since the Dr. Notes software had approximately 300 existing users in
approximately 26 states in the United States, and since we were looking to market our
products to physicians offices nationally, there was some mutual overlap of marketing
resources. Consequently, we initiated negotiation of a specific acquisition proposal with
Dr. Steffey, as it was apparent that the Dr. Notes software would enable the
Company to market its products more effectively. In addition, since Dr. Steffeys
company, Dr. Notes, Inc., already had the technical software developers working in areas
that we would need, it was also apparent that it would be more economically productive for
us to adapt the Dr. Notes software for our own use rather than have to spend the time and
money to create or reinvent software from scratch. In addition, Dr. Steffey indicated that
Dr. Notes, Inc. had obtained verbal commitments from various Colorado Accredited Investors
to purchase up to $1,000,000.00 in Convertible Debentures from Dr. Notes, Inc. pursuant to
Regulation D of the Securities Act of 1933, and this funding would greatly enhance the
ability of Dr. Notes, Inc. to implement its own Business/Growth Plan., and Dr. Steffey
suggested that there was the potential for profitable synergy between the businesses of
the two companies, as follows:

1.       
          Dr. Notes, Inc. could provide the Company with needed and beneficial
          technological software to run its future products and manage documentation of
          patients and protocols.

2.       
          Since Dr. Notes, Inc. already possessed the medically oriented software which
          we would soon need, the business combination with Dr. Notes, Inc. should
          enable us to be able to obtain and implement functional software immediately
           rather than having to take the time and spend the money to research,
          develop, and implement our own.

20

3.       
          We should benefit from revenues generated from additional products and services
          that Dr. Notes, Inc. could, and which we could not, develop and produce.

In
order to accomplish this, Dr. Steffey proposed that Dr. Notes, Inc. and the Company enter
into a business combination. To that end, Dr. Steffey suggested that, as the sole
shareholder of Dr. Notes, Inc., he would exchange all of his shares of Dr. Notes, Inc. for
shares of the our common stock. Thus, Dr. Notes, Inc. would become a wholly-owned
subsidiary of the Company. Thereafter, Dr. Steffey suggested that Dr. Notes, Inc. merge
into the Company.

Following
these discussions, Dr. Notes, Inc. entered into a Subscription Agreement (the Dr.
Notes Subscription Agreement) with those Colorado Accredited Investors whereby Dr.
Notes, Inc. sold $1,000,000.00 in Convertible Debentures (the Dr. Notes Convertible
Debentures), together with underlying authorized but unissued shares of Common Stock
of Dr. Notes into which the Dr. Notes Debentures may be converted (collectively, the
Dr. Notes Securities), to those Accredited Investors. Pursuant to Rule 504 (b)
(1) (iii) of Regulation D, securities issued under a state law exemption that permits
general solicitation and general advertising so long as sales are made only to
Accredited Investors (as that term is defined in Regulation D) are
unrestricted. Since Section 11-51-308 (1) (p), C.R.S., and Sec. 51-3.13B, Colorado
Regulations, promulgated thereunder, permitted general solicitation and general advertising
of securities so long as sales are made only to accredited investors; and
since the Dr. Notes Convertible Debentures were offered and sold exclusively to accredited
investors which are residents of Colorado, Dr. Notes, Inc. issued, and the Accredited
Investors purchased, unrestricted securities within the meaning of Rule 504 (b) (1) (iii)
and Section 11-51-308 (1) (p), Colorado Revised Statutes, and Sec. 51-3.13B, Colorado
Regulations.

In
December of 2003 and January of 2004, Dr. Notes, Inc. received funding from the
Accredited Investors under the Dr. Notes Convertible Debentures.

Following
funding under the Dr. Notes Convertible Debentures, on January 5, 2004, the Company
entered into a Share Exchange Agreement with the shareholder of Dr. Notes, Inc, to wit,
Dr. Steffey, by means of which Dr. Steffey agreed to exchange that number of shares of
Common Stock of Dr. Notes, Inc. as would be equal to that number of newly-issued shares of
our common stock, as would have an aggregate market value of $50,000.00 at the close of
business on the day before the shares would be exchanged. This exchange ratio would
reflect the value of Dr. Notes to us and vice-versa, and, accordingly, Dr. Steffey has
been issued 1,000,000 restricted shares of our common stock.

Thereafter,
on January 6, 2004, Dr. Notes, Inc. entered into a Plan of Merger with the Company,
whereby we were the survivor. (Since Dr. Notes, Inc. was our wholly-owned subsidiary
within the meaning of the Private Corporation Law of Nevada, approval was not necessary
from the shareholders of either the Subsidiary or the Company; director approval was
sufficient.) Pursuant to the Merger, and by operation of law, the rights and obligations
of Dr. Notes, Inc. with respect to all entities, including the Accredited Investors,
enured to the benefit of and became binding upon the Company. Consequently, as a result of
the Merger, (a) the rights and obligations of Dr. Notes, Inc. under the Subscription
Agreement whereby Dr. Notes, Inc. sold the Dr. Notes Convertible Debentures to the
Accredited Investors enured to the benefit of and became binding upon the Company, so that
any subsequent funding under the Subscription Agreement would be received by the Company,
and (b) the original Dr. Notes Convertible Debentures, together with the underlying shares
of the Dr. Notes Common Stock into which the Dr. Notes Debentures were convertible from
time to time, were converted into identical debentures of the Company (the
Companys Convertible Debentures), together with shares of underlying
common stock of the Company into which the Companys Convertible Debentures may be
converted.

In
addition, we deposited 20,000,000 shares of unrestricted shares of our common stock (the
Companys Escrow Shares) with an Escrow Agent as security for our
performance under the Companys Convertible Debentures. The Companys Escrow
Shares may be disposed of if, and only if, the Company were to default under the
Companys Convertible Debentures. Therefore, the Companys Escrow Shares, if and
when sold, would be sold  not in addition to, but in lieu of  the shares to be
issued (and sold) upon conversion of the Companys Convertible Debentures, and once
the Companys Convertible Debentures had been satisfied, the Companys Escrow
Shares would be returned to the Company.

The
description of the Agreements discussed above is qualified in its entirety by reference to
such agreements, which are attached as Exhibits hereto and incorporated herein by
reference.

Item 6. Exhibits and Reports on Form
8-K

(a)     Exhibits.

| | 2.1 | Plan
of Merger between the Company and Dr. Notes, Inc., dated as of January 6, 2004.
| | --- | ------------------------------------------------------------------------------------

| | 4.17 | 8%
Series A Senior Subordinated Convertible Redeemable Debenture due January 8, 2006.
| | ---- | -------------------------------------------------------------------------------------

| | 4.18 | Assignment
and Assumption Agreement dated January 8, 2004, between Dr. Notes, Inc. and the Company.
| | ---- | ---------------------------------------------------------------------------------------------------

| | 10.11 | Stock
Exchange Agreement, dated January 5, 2004, by and among the Company, Dr. Notes, Inc. and
Joseph W. Steffey.
| | ----- | -----------------------------------------------------------------------------------------------------------------

| | 31 | Certification
of Dr. Jerry I. Jacobson Pursuant to Pursuant to Section 302 of the Sarbanes-Oxley Act of
     2002.
| | -- | ------------------------------------------------------------------------------------------------------------------

| | 32 | Certification
of Dr. Jerry I. Jacobson Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the          Sarbanes-Oxley Act of 2002.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

(b)    
          Reports on Form 8-K relating to the quarter ended March 31, 2004.

The
Company did not file any reports on Form 8-K during the quarter ended March 31, 2004.

21

# 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.

| | JACOBSON RESONANCE ENTERPRISES, INC./S/ Jerry I. Jacobson                  
Dr. Jerry I. Jacobson, Chief Executive Officer
and Principal Financial Officer
DATE: May 14, 2004
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Exhibit Index

Exhibit Number     
            Description

| | 2.1 | Plan
of Merger between the Company and Dr. Notes, Inc., dated as of January 6, 2004.
| | --- | ------------------------------------------------------------------------------------

| | 4.17 | 8%
Series A Senior Subordinated Convertible Redeemable Debenture due January 8, 2006.
| | ---- | -------------------------------------------------------------------------------------

| | 4.18 | Assignment
and Assumption Agreement dated January 8, 2004, between Dr. Notes, Inc. and the Company.
| | ---- | ---------------------------------------------------------------------------------------------------

| | 10.11 | Stock
Exchange Agreement, dated January 5, 2004, by and among the Company, Dr. Notes, Inc. and
Joseph W. Steffey.
| | ----- | -----------------------------------------------------------------------------------------------------------------

| | 31 | Certification
of Dr. Jerry I. Jacobson Pursuant to Pursuant to Section 302 of the Sarbanes-Oxley Act of
     2002.
| | -- | ------------------------------------------------------------------------------------------------------------------

| | 32 | Certification
of Dr. Jerry I. Jacobson Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the          Sarbanes-Oxley Act of 2002.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------