SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
         For the quarterly period ended September 30, 2004

[        ] TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 for the transition period from  __________________
         to __________________

         Commission File Number 0-29393
         CIK Number  0001092805

                             POINT ARENA GROUP, INC.
 (Exact Name of small business issuer as specified in its charter)

                  Delaware                                           33-0619521

(State or other Jurisdiction of                         I.R.S. Employer Identi-
Incorporation or Organization                                      fication No.)

               24351 Pasto Road, #B, Dana Point, California 92629
 (Address of Principal Executive Offices)                            (Zip Code)

                                                  (949) 489-2400
                (Issuer's Telephone Number, including Area Code)

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

                                           Yes    X           No

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

Common Stock, $.001 par value                                         1,000,000
- ----------------------------------                         ---------------------
Title of Class                                     Number of Shares outstanding
                                                          at September 30, 2004


Transitional Small Business Format     Yes            No    X

No exhibits included.







                             POINT ARENA GROUP, INC.
                      (A Company in the Development Stage)

                                 BALANCE SHEETS



                                     ASSETS

                                                                                  June 30,        September 30,
                                                                                    2004              2004




                                                                             
    TOTAL CURRENT ASSETS                                                        $                $
                                                                                =============    =



                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable                                                            $         720    $           720
    Accounts payable - related party                                                    3,566              3,566
                                                                                -------------    ---------------

    TOTAL LIABILITIES                                                           $       4,286    $         4,286

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock, $.001 par value; 1,000,000 shares
  authorized; no shares issued and outstanding

Common Stock, $.001 par value; 20,000,000 shares
  authorized; 1,000,000 shares issued and outstanding                                   1,000              1,000

Capital in excess of par value                                                             15                 15

Deficit accumulated during the development stage                                      (5,301)            (5,301)
                                                                                -------------    ---------------

    TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                              (4,286)            (4,286)
                                                                                -------------    ---------------


TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)                            $                $
                                                                                =============    =



                     The  accompanying   notes  are  an  integral  part  of  the
financial statements.







                             POINT ARENA GROUP, INC.
                      (A Company in the Development Stage)

                            STATEMENTS OF OPERATIONS




                                                                                                     CUMULATIVE
                                                     FOR THE THREE                                FROM
INCEPTION
                                                    MONTHS ENDED                                       (April
20, 1994)
                                                       September 30,                                   TO
                                                 2004           2003                  September 30, 2004




                                                                          
REVENUES                                $                 $                       $                    -0-
                                        --------------    --------------          ------------------------

OPERATING EXPENSES

  General and Administrative                                                                         5,301

TOTAL OPERATING EXPENSES                                                                             5,301


NET (LOSS)                                                                        $                (5,301)

NET (LOSS) PER SHARE                    $                 $                       $                  (.00)
                                        ==============    ==============          ========================


WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING                       1,000,000         1,000,000                         1,000,000
                                        ==============    ==============          ========================














                 See accompanying Notes to Financial Statements.







                             POINT ARENA GROUP, INC.
                      (A Company in the Development Stage)

                            STATEMENTS OF CASH FLOWS


                                                                                               CUMULATIVE
                                                    FOR THE THREE                                FROM
                                                                                               INCEPTION
                                                     MONTHS ENDED                               (April
                                                                                               20, 1994)
                                                      September 30,                                   TO
                                              2004              2003                      September 30, 2004


CASH FLOWS FROM OPERATING
ACTIVITIES

                                                                         
  Net (Loss)                            $                 $                       $                (5,301)

  Add item not requiring the
   use of cash - amortization                                                                        1,015

  Increase (decrease) in accounts
   payable                                                                                           4,286

  Net cash flows from operating
   activities

CASH FLOWS FROM INVESTING ACTIVITIES
  Organizational Costs                                                                             (1,015)

CASH FLOWS FROM FINANCING
  ACTIVITIES
   Sale of Common Stock                                                                              1,015

  Net Cash flows from financing
   activities                                                                                        1,015

NET INCREASE (DECREASE) IN CASH

CASH BALANCE AT BEGINNING
  OF PERIOD

CASH BALANCE AT END OF
  PERIOD                                $                 $                       $
                                        ==============    ==============          =



                 See accompanying Notes to Financial Statements.










                             POINT ARENA GROUP, INC.
                      (A Company in the Development Stage)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                               September 30, 2004


1.       Comments

NOTE 1 -  CONDENSED FINANCIAL STATEMENTS

     The  accompanying  financial  statements  have been prepared by the Company
     without audit. In the opinion of management, all adjustments (which include
     only  normal  recurring   adjustments)  necessary  to  present  fairly  the
     financial  position,  results of operations and cash flows at September 30,
     2004 and 2003 and for the periods then ended have been made.

     Certain information and footnote disclosures normally included in financial
     statements  prepared  in  accordance  with  generally  accepted  accounting
     principles  have been  condensed  or omitted.  It is  suggested  that these
     condensed  financial  statements be read in conjunction  with the financial
     statements and notes thereto included in the  company's  June 30, 2004
     financial  statements.  The results of  operations  for the  periods  ended
     September 30, 2004 and 2003 are not  necessarily  indicative of the results
     of operations to be expected for the full fiscal year.


NOTE 2 - RELATED PARTY TRANSACTIONS

     Accounts  Payable  -  Related Party - The Company owes a total of
     $3,566 to an officer/shareholder for expenses paid on behalf of the company
     since inception.

NOTE 3 - GOING CONCERN

     The accompanying financial statements have been prepared in conformity with
     generally accepted accounting principles, which contemplate continuation of
     the Company as a going concern.  However,  the Company has incurred  losses
     since  its  inception  and has  not yet  been  successful  in  establishing
     profitable  operations.  Further,  the Company has current  liabilities  in
     excess of current assets.  These factors raise  substantial doubt about the
     ability of the  Company to  continue as a going  concern.  In this  regard,
     management  is  proposing  to raise  any  necessary  additional  funds  not
     provided by  operations  through loans or through  additional  sales of its
     common  stock or  through a  possible  business  combination  with  another
     company.  There is no  assurance  that the Company  will be  successful  in
     raising this additional  capital or achieving  profitable  operations.  The
     financial  statements do not include any adjustments that might result from
     the outcome of these uncertainties.


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

     The Company has limited working capital and no activities.






Item 3. Controls and Procedures.

     (a) Evaluation of disclosure  controls and procedures.  The  Company's
principal executive officer and its principal financial officer,  based on their
evaluation of the Company's  disclosure controls and procedures (as defined
in  Exchange  Act Rules  13a-14(c)  and 15d -14 (c) as of a date  within 90 days
prior to the filing of this  Quarterly  Report on Form 10Q, have  concluded that
the Company's disclosure controls and procedures are adequate and effective
for the purposes set forth in the definition in Exchange Act rules.

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

         PART II.  OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS  -  None

Item 2.  CHANGES IN SECURITIES - None

Item 3.  DEFAULTS UPON SENIOR SECURITIES - None

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None

Item 5.  OTHER INFORMATION - None

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         Exhibits--None

         Reports on Form 8-K--None.





                                   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.
                                                        POINT ARENA GROUP, INC.



Date:     November 14, 2004                                   By:/s/ Jehu Hand
                                                                 -------------
                                                                   Jehu Hand,
                                              President and Chief Financial
                                               Officer (chief financial officer
                                              and accounting officer and duly
                                                         authorized officer)