The accompanying condensed financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with U. S. generally accepted accounting principles have been condensed or omitted. These interim financial statements include all adjustments, consisting of normal recurring accruals, which in the opinion of management, are necessary in order to make the financial statements not misleading. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2011.

The Company has incurred losses from inception, has a net working capital deficiency, and has no operating revenue source as of March 31, 2012. Financing the Company's activities to date has primarily been the result of borrowing from a shareholder and others. The Company's ability to achieve a level of profitable operations and/or additional financing may impact the Company's ability to continue as it is presently organized. Management plans include continued development of the business, as discussed in NOTE D of the Company's Annual Report on Form 10-K for the year ended December 31, 2011.

During the previous periods, a shareholder loaned funds to the Company to cover operating expenses. The note is non-interest bearing, due and payable on demand. The amount payable to the shareholder as of March 31, 2012 and December 31, 2011 was $207,940. Interest is being imputed at the rate of 5% per annum with an increase to Additional Paid in Capital.

The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements.

On April 2, 2012, we raised $30,000 by issuing a Convertible Promissory Note (the "Note") to one accredited investor. The Note is due on December 31, 2013 (the "Due Date"), bears interest at the rate of 5% per annum payable at maturity and is convertible at the election of the lender into 600,000 shares of our common stock at any time after December 31, 2012 and prior to the Due Date. We have the right to prepay the Note at any time without penalty or premium unless the lender elects to convert the principal and interest on the Note into 600,000 shares of our common stock within 3 business days of receiving our Notice of Prepayment. We also have the right to compel the lender to accept 600,000 shares of our common stock if we are unable to pay, and in lieu of paying the principal and interest on this Note on the Due Date.

Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and business of the Company, including, without limitation, (i) the Company's ability to raise capital, and (ii) statements preceded by, followed by or that include the words "may", "would", "could", "should", "expects", "projects", "anticipates", "believes", "estimates", "plans", "intends", "targets" or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond the Company's control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which the Company may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, the Company's ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting the Company's operations, products, services and prices.

Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. The Company does not undertake, and specifically disclaims, any obligation to update any forward- looking statements to reflect events or circumstances occurring after the date of such statements.

The Company's plan of operation for the next 12 months is to: (i) consider guidelines of industries in which the Company may have an interest; (ii) adopt a business plan regarding engaging in the business of any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a "going concern" engaged in any industry selected.

During the next 12 months, the Company's only foreseeable cash requirements will relate to maintaining its good standing or to the payment of its Securities and Exchange filing expenses and associated legal fees, accounting fees and costs incident to reviewing or investigating any potential business venture, any of which may be advanced by management, principal stockholders or others as loans to the Company. There is no agreement that management or anyone else will advance these funds. Because the Company has not determined any business or industry in which its operations will be commenced it is impossible to predict the amount of any such loan. Any such loan will be on terms no less favorable to the Company than would be available from a commercial lender in an arm's length transaction.

When and if a business will be commenced or an acquisition will be made is presently unknown, and will depend upon various factors, including but not limited to, funding and its availability; and if and when any potential acquisition may become available to the Company at acceptable terms. The estimated costs associated with reviewing a potential business venture would be mainly for due diligence, and could cost from $5,000 to $25,000. These funds will either be required to be loaned by management or raised in private offerings; the Company cannot assure you that it can raise these funds, if needed.

The Company had no revenues for the three months ended March 31, 2012, and 2011; and the Company incurred net losses of $18,464 and $3,468, respectively. For the March 31, 2012 period the increase is attributable to the timing of professional services and in part to interest on debt, while the March 31, 2011 period is primarily as a result of legal and accounting expenses.

The Company has generated no profit since inception. Cumulative losses total $413,303 since the Company's inception on August 18, 1998. Primarily all of these losses are the result of legal and accounting expenses.

At March 31, 2012, the Company had no cash resources.

We had no off balance sheet arrangements as of the date of this Quarterly Report.

We have no market risk sensitive instruments.

Management's report on internal control over financial reporting

As of the end of the period covered by this Quarterly Report, our management carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our management concluded that information required to be disclosed is recorded, processed, summarized and reported within the specified periods and is accumulated and communicated to management to allow for timely decisions regarding required disclosure of material information required to be included in our periodic Securities and Exchange Commission reports. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and our management have concluded that our disclosure controls and procedures are effective to a reasonable assurance level of achieving such objectives. However, it should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. In addition, we reviewed our internal controls over financial reporting, and there have been no changes in our internal controls or in other factors in the last fiscal quarter that has materially affected our internal controls over financial reporting.

We had no changes in our internal control over financial reporting during the period of this Quarterly Report.

None; not applicable.

We did not sell any unregistered securities, acquire any securities or receive any proceeds from the sale of unregistered securities during the period covered by this Quarterly Report.

None: not applicable.

Not applicable.

In accordance with the requirements of the Exchange Act, the Registrant has caused this Quarterly Report to be signed on its behalf by the undersigned, thereunto duly authorized.