United States


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





Commission File Number: 000-28881





Third  Quarter ended June 30, 2004





**Family Healthcare Solutions, Inc.**





Nevada 76-0528600


(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)





24843 Del Prado, Suite 326 Dana Point, California 92629


(Address of principal executive offices)      (Zip Code)





Registrant's telephone number, including area code:  (949) 487-7295








Securities registered pursuant to Section 12(b) of the Act:  None








Securities registered pursuant to Section 12(g) of the Act:  Common Stock








As of June 30, 2004, 1,998,692  shares of Common Stock were issued and outstanding.





Transitional Small Business Disclosure Format (check one): yes [ ] no [X]








PART I: FINANCIAL INFORMATION





Item 1. Financial Statements.





The financial statements, for the three months and nine months ended June 30, 2004, included herein have been prepared by the Company, without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnotes disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information not misleading.





The Remainder of this Page is Intentionally left Blank





Page - 1







***Family Healthcare Solutions, Inc.***
 Financial Statements
 
 June 30, 2004
 
 
 
 Page - 2
  Family Healthcare Solutions, Inc.
 (a Development Stage Company)
 Balance Sheets
   June 30,


September 30,2004


2003(Unaudited)ASSETSTotal Assets

$
-

$
-LIABILITIES AND STOCKHOLDERS' EQUITYCurrent LiabilitiesNotes Payable - Related Party


562,458


548,502Total Current Liabilities


562,458


548,502Total Liabilities


562,458


548,502Stockholders' EquityCommon Stock, Authorized 100,000,000 Shares of $.001 Par Value,49,934,776 and 24,934,776 shares issued and outstanding respectively


1,999


999Additional Paid in Capital


860,483


801,481Accumulated Deficit


(1,424,940
)

(1,350,982
)Total Stockholders' Equity


(562,458
)

(548,502
)Total Liabilities and Stockholders' Equity

$
-

$
-
    Page - 3
  Family Healthcare Solutions, Inc.
 (a Development Stage Company)
 Statement of Operations  (Unaudited)
 
  For the nine


For the nine


For the three


For the three


From Inceptionmonths ended


months ended


months ended


months ended


on April 9, 1998June 30,


June 30,


June 30,


June 30,


thru June 30,2004


2003


2004


2003


2004Revenues
$
-

$
-

$
-

$
-

$
-Operating ExpensesGeneral & Administrative

73,955


126,804


6,643


36,473


812,844Total Operating Expenses

73,955


126,804


6,643


36,473


812,844Operating Income (Loss) before discontinued operations

(73,955
)

(126,804
)

(6,643
)

(36,473
)

(812,844
)(Loss) from discontinued operations

-


-


-


-


(292,036
)(Loss) from disposal of discontinued operations

-


-


-


-


(115,947
)Net (loss) from operations

(73,955
)

(126,804
)

(6,643
)

(36,473
)

(1,220,827
)Other Income (Expense)Impairment Loss













(168,430
)Miscellaneous Income

-


-


-


-


(47,788
)Interest Expense

-


(4,500
)

-


-


12,105Total Other Income (Expense)

-


(4,500
)

-


-


(204,113
)Net Income (Loss)
$
(73,955
)
$
(131,304
)
$
(6,643
)
$
(36,473
)
$
(1,424,940
)Net Income (Loss) Per Share
$
(0.04
)
$
(0.13
)
$
(0.00
)
$
(0.04
)
$
(3.10
)Weighted Average Shares Outstanding

1,991,393


998,692


1,998,692


998,692


459,081
   Page - 4
 Family Healthcare Solutions, Inc.
 (a Development Stage Company)
 Statements of Cash Flows
 (Unaudited)
   From inceptionFor the nine months ended
on April 9, 1998June 30,

thru June 30,2004


2003


2004Cash Flows from Operating ActivitiesNet Income (Loss)

$
(73,955
)
$
(131,304
)
$
(1,424,940
)Adjustments to Reconcile Net Loss to Net CashProvided by Operations:Bad debt expense


-


-


46,300Stock Issued for Services


-


22,502


283,774Stock issued to reduce payables


59,999


2,500


62,499Interest on notes payable - related party


-


4,500


35,208Loss on disposal of discontinued operations


-


-


397,995Change in Assets and Liabilities


-


-


-(Increase) in interest receivable


-


-


(42,995
)Increase (Decrease) in Accounts Payable and Accrued Expenses


13,956


101,802


162,805Net Cash Provided(Used) by Operating Activities


-


-


(479,354
)Cash Flows from Investing ActivitiesCash paid for investments


-


-


(255,000
)Net Cash Provided (Used) by Investing Activities


-


-


(255,000
)Cash Flows from Financing ActivitiesPayments paid on notes receivable - related parties


-


-


(246,300
)Principal received on notes receivable - related parties


-


-


100,000Proceeds received on notes payable - related parties


-


-


399,654Common stock issued for cash


-


-


481,000Net Cash Provided(Used) by Financing Activities


-


-


734,354Increase (Decrease) in Cash


-


-


-Cash and Cash Equivalents at Beginning of Period


-


-


-Cash and Cash Equivalents at End of Period

$
-

$
-

$
-Cash Paid For:Interest

$
-

$
-

$
-Income Taxes

$
-

$
-

$
-
    Page - 5
    ***Family Healthcare Solutions, Inc.***
 Notes to the Financial Statements
 June 30, 2004
 
 
 
 **GENERAL**
 
 Family Healthcare Solutions, Inc. (the Company) has elected to omit substantially all footnotes to the financial statements for the nine months ended June 30, 2004 since there have been no material changes (other than indicated in other footnotes) to the information previously reported by the Company in their Annual Report filed on Form 10-KSB for the fiscal year ended September 30, 2003.
  
 **UNAUDITED INFORMATION**
 
 The information furnished herein was taken from the books and records of the Company without audit. However, such information reflects all adjustments which are, in the opinion of management, necessary to properly reflect the results of the interim period presented. The information presented is not necessarily indicative of the results from operations expected for the full fiscal year.


Page - 6




Item 2. Discussion and Analysis or Plan of Operation.





( a ) Plan of Operation for the next twelve months . Our management has established a new direction for our future business. We intend to become involved in family health care. Current conditions are not favorable to pursuing any direct or reverse acquisition transactions at this time, in the opinion of present Management. We are presently mostly dormant, as to business activity, while our revised business plan is in development. We would expect to emerge with our new plan during the next twelve months.




There can be no assurance that we will be successful at any time in the future, in raising sufficient funding from any sources during the next twelve months. Even if we are successful in raising capital through any sources, there can be no assurances that any such financing would be available in a timely manner or on terms acceptable to us and our current shareholders. Additional equity financing could be dilutive to our then existing shareholders, and any debt financing (if any) could involve restrictive covenants with respect to future capital raising activities and other financial and operational matters.








( b ) Discussion and Analysis of Financial Condition and Results of Operations .





We have no cash, receivables, or assets, nor history of revenues. We have engaged in no operations during the period of this report. We have substantial liabilities which we are working to settle for new investment shares of common stock. Our current expenses have been legal and professional fees. We are presently dormant and inactive and expect to remain so for the next six months. There is no assurance that we will ever launch operaration, make an acquisition or achieve profitability for shareholders.











Page - 7




PART II: OTHER INFORMATION







Item 1. Legal Procedings. None





Item 2. Changes in Securities. None





Item 3. Defaults on Senior Securities. None





Item 4. Submission of Matters to Vote of Security Holders . None





Item 5. Other Information . None





Item 6. Exhibits and Reports on Form 8-K.





Exhibit 31. CERTIFICATIONS PURSUANT TO SECTION 302





Exhibit 32. CERITIFICATION PURSUANT TO 18 USC SECTION 1350











The Remainder of this Page is Intentionally left Blank





Page - 8





SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-Q Report for the Quarter ended June 30, 2004 , has been signed below by the following person on behalf of the Registrant and in the capacity and on the date indicated.





By signing this Quarterly Report, the undersigned hereby certify: (1) This Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.





Dated: August 9, 2004





/s/Teodoro F. Franco L.


Teodoro F. Franco L.


Sole Officer/Director







Page - 9







Exhibit 31





Section 302 Certification








Page - 10









CERTIFICATIONS PURSUANT TO SECTION 302





I, Teodoro F. Franco L. , certify that:





1. I have reviewed this Quarterly report on Form 10-QSB of Family Healthcare Solutions, Inc. ;





2. Based on my knowledge, this Quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly report;





3. Based on my knowledge, the financial statements, and other financial information included in this Quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Quarterly report;





4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:





a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly report is being prepared;





b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this Quarterly report (the "Evaluation Date"); and





c) presented in this Quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;





5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):





a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and





b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and





6. The registrant's other certifying officers and I have indicated in this Quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.





Dated: August 9, 2004




/s/Teodoro F. Franco L.
 Teodoro F. Franco L.
 Sole Officer/Director








Page - 11





Exhibit 32





CERITIFICATION PURSUANT TO 18 USC SECTION 1350












Page - 12









CERTIFICATION PURSUANT TO 18 U.S.C. SECTION


1350, AS ADOPTED PURSUANT TO SECTION


906 OF THE SARBANES-OXLEY ACT OF 2002





CERTIFICATION OF CUSTODIAN





In connection with the Quarterly Report of Family Healthcare Solutions, Inc. , a Nevada corporation (the "Company"), on 10-QSB for the quarter ended June 30, 2004 as filed with the Securities and Exchange Commission (the "Report"), I, Teodoro F. Franco L. , certify, pursuant to 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), that to my knowledge:





(1) The Report fully complies with the requirements of section 13(a) or 15(d) of  the Securities Exchange Act of 1934; and





(2) The information contained in the Report fairly presents, in all material  respects, the financial condition and results of operations of the Company.





Dated: August 9, 2004







/s/Teodoro F. Franco L.
 Teodoro F. Franco L.
 Sole Officer/Director


Page - 13