-------------------- | 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