--------------------
                                                           | This Amendment    |
                                                           | provides Exhibits |
                                                           | 32(i) and 32(ii). |
                                                           ---------------------




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


(Mark One)

/X/ Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange
Act of 1934 for the quarterly period ended March 31, 2003.

/ / Transition Report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 for the transition period from ______________________ to
_________.

                          Commission File No. 000-30294
                                              ---------

                               DIALOG GROUP, INC.
                 (Name of Small Business Issuer in its Charter)


Delaware                               .                             87-0394290
- ---------------------------------------                  -----------------------
(State or Other Jurisdiction of                                (I.R.S. Employer
Incorporation or Organization)                           Identification Number)

Twelfth Floor, 257 Park Avenue South, New York, NY                        10010
- --------------------------------------------------              ---------------
(Address of Principal Executive Offices)                              (Zip Code)

212.254.1917
- ---------------------------
(Issuer's Telephone Number)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the past 12
months (or such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days: Yes /X/  No /  /

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

       At March 16, 2004 there were 79,764,497 shares of common stock, par value
$.001 per share outstanding.

       Transitional Small Business Disclosure Format (check one): Yes / / No /X/



                                INDEX TO EXHIBITS

  Exhibit         Page
  Number          Number            Description
  ---------       -----------       --------------------------------------------

  32(i)           __                906 Certification of Chief Executive Officer
  32(ii)          __                906 Certification of Chief Financial Officer