SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                 FORM 10-QSB/A

          [X]           QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

           [ ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR
                15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended:  June 30, 2002

                      Commission file number 000-29399

                                NOTHING CORP.
           (Exact name of registrant as specified in its charter)

Nevada                                                            88-0448194
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                           Identification No.)

1850 E. Flamingo Rd #111
Las Vegas, Nevada                                                      89119
(Address of principal executive offices                           (zip code)

                               (702) 866-5839
            (Registrant's telephone number, including area code)

Indicate  by check mark whether the registrant (1) filed all reports required
to  be  filed by Section 13 or 15(d) of the Securities Exchange Act  of  1934
during the last 12 months (or for 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

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

          Class                         Outstanding at June 30, 2002
Common Stock, par value $0.001                     6,698,240

<PAGE>
<TABLE>

                        ITEM 1.  FINANCIAL STATEMENTS

                                NOTHING CORP.
                        (A Development Stage Company)
                                BALANCE SHEET

                                   ASSETS

                                                          June 30,
                                                    2002           2001
<S>                                              <C>            <C>
CURRENT ASSETS                                   $          0   $          0
                                                 ------------   ------------
     TOTAL CURRENT ASSETS                                   0              0
                                                 ------------   ------------
OTHER ASSETS                                                0              0
                                                 ------------   ------------
     TOTAL OTHER ASSETS                                     0              0
                                                 ------------   ------------
                                                 $          0   $          0
                                                 ============   ============
</TABLE>
<TABLE>
            LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                              <C>            <C>
CURRENT LIABILITIES
  Officers Advances (Note #7)                    $          0   $          0
                                                 ------------   ------------
     TOTAL CURRENT LIABILITIES                              0              0
                                                 ------------   ------------
STOCKHOLDERS' EQUITY

   Common stock, $.001 par value,
   authorized 25,000,000 shares;
   6,698,240 and 6,649,060 issued and
   outstanding at June 30, 2002 and 2001                6,698          6,649

Additional paid-in capital                                  0              0

(Deficit) accumulated during
development stage                                     (6,698)        (6,649)
                                                  -----------    -----------
     TOTAL STOCKHOLDER'S EQUITY                             0              0
                                                  -----------    -----------

                                                  $         0    $         0
                                                  ===========    ===========
</TABLE>
  The accompanying notes are an integral part of these financial statements

<PAGE>
<TABLE>
                                NOTHING CORP.
                        (A Development Stage Company)
                           STATEMENT OF OPERATIONS

                                                                  April 1,
                       Three      Three                             1999
                      Months     Months    Six Months Six Months (Inception)
                    Ended June Ended June  Ended June Ended June to June 30,
                     30, 2002   30, 2001    30, 2002   30, 2001     2002
<S>                 <C>        <C>         <C>        <C>         <C>
INCOME
Revenue             $       0    $       0  $       0  $       0   $       0
                    ---------    ---------  ---------  ---------   ---------
EXPENSE
General and
Administrative             22           22         22        322       6,698
                    ---------    ---------  ---------  ---------   ---------
TOTAL EXPENSES             22           22         22        322       6,698
                    ---------    ---------  ---------  ---------   ---------
NET (LOSS)          $    (22)    $    (22)  $    (22)  $   (322)   $ (6,698)
                    =========    =========  =========  =========   =========
Net Loss
Per Weighted Share  $   (.00)    $   (.00)  $   (.00)  $   (.00)   $   (.00)
                    =========    =========  =========  =========   =========
Weighted average
number of common
shares outstanding  6,698,240    6,649,060  6,698,240  6,649,060   6,698,240
                    =========    =========  =========  =========   =========
</TABLE>
  The accompanying notes are an integral part of these financial statements

<PAGE>
<TABLE>
                                NOTHING CORP.
                        (A Development Stage Company)
                           STATEMENT OF CASH FLOWS

                         Three     Three      Six                 April 1,
                        Months    Months    Months                  1999
                         Ended     Ended     Ended   Six Months  (Inception)
                       June 30,  June 30,  June 30,  Ended June  to June 30,
                         2002      2001      2002     30, 2001      2002
<S>                    <C>       <C>       <C>       <C>         <C>
Cash Flows from
Operating Activities:
  Net (loss)           $   (22)   $   (22)  $   (22)   $   (322)  $  (6,698)
  Stock issued for
services                      0          0         0           0       5,000
  Stock issued to
convert debt to equity       22         22        22       1,649       1,698

Changes in assets and
Liabilities:
  Officers Advances           0          0         0     (1,327)           0
                       --------   --------  --------  ----------  ----------
Net cash (used) in
operating activities          0          0         0           0           0

Cash Flows from
Investing Activities:         0          0         0           0           0

Cash Flows from
Financing Activities          0          0         0           0           0
                       --------   --------  --------  ----------  ----------
Net increase in cash          0          0         0           0           0

Cash,
beginning of period           0          0         0           0           0
                       --------   --------  --------  ----------  ----------
Cash,
end of period          $      0   $      0  $      0  $        0  $        0
                       ========   ========  ========  ==========  ==========
Supplemental
Disclosure
 Interest Paid         $      0   $      0  $      0  $        0  $        0
                       ========   ========  ========  ==========  ==========
 Taxes Paid            $      0   $      0  $      0  $        0  $        0
                       ========   ========  ========  ==========  ==========
Non-Cash Transactions
 Number of Shares
  issued for services         0          0         0           0   5,000,000
                       ========   ========  ========   =========   =========
Number of Shares
Issued to convert debt
to equity                21,880     22,060    21,880   1,649,060   1,698,240
                       ========   ========  ========   =========   =========
</TABLE>
  The accompanying notes are an integral part of these financial statements

<PAGE>

                                NOTHING CORP.
                        (A Development Stage Company)
                        NOTES TO FINANCIAL STATEMENTS

NOTE 1 - History and organization of the Company

     The Company was organized April 1, 1999, under the laws of the State  of
Nevada as Titanic Music, Inc. The Company currently has no operations and, in
accordance with SFAS #7, is considered a development stage company.

     On January 18, 2000, the Company changed its name to Nothing Corp.

NOTE 2 - Accounting Policies and Procedures

     The  Company  has not determined its accounting policies and procedures,
except as follows:
     1.   The Company uses the accrual method of accounting.
     2.   Earnings per share is computed using the weighted average number of
shares of common stock outstanding.
     3.    The  Company has not yet adopted any policy regarding  payment  of
dividends. No dividends have been paid since inception.
     4.     In  April  1998,  the  American  Institute  of  Certified  Public
Accountant's issue Statement of Position 98-5 ("SOP 98-5"), Reporting on  the
Costs  of  Start-Up  Activities  which provides  guidance  on  the  financial
reporting  of  start-up costs and organization costs. It  requires  costs  of
start-up  activities and organization costs to be expensed as  incurred.  SOP
98-5  is  effective for fiscal years beginning after December 15, 1998,  with
initial  adoption reported as the cumulative effect of a change in accounting
principle.

NOTE 3 - STOCKHOLDERS EQUITY

     On  April 1, 1999, the Company issued 5,000,000 shares of its $.001  par
value  common stock for services of $5,000.  The shares were deemed  to  have
been  issued  pursuant to an exemption provided by Section 4(2) of  the  Act,
which exempts from registration "transactions by an issuer not involving  any
public offering."

     On  January  1,  2001  the  Company issued an  officer  of  the  Company
1,627,000 shares of its $.001 par value common stock for conversion  of  debt
to  equity of $1,627.  The shares were deemed to have been issued pursuant to
an  exemption  provided  by  Section 4(2) of  the  Act,  which  exempts  from
registration "transactions by an issuer not involving any public offering."

     On  April  1,  2001 the Company issued an officer of the Company  22,060
shares  of its $.001 par value common stock for conversion of debt to  equity
of  $22.06.   The  shares  were deemed to have been  issued  pursuant  to  an
exemption   provided  by  Section  4(2)  of  the  Act,  which  exempts   from
registration "transactions by an issuer not involving any public offering."

<PAGE>

                                NOTHING CORP.
                        (A Development Stage Company)
                        NOTES TO FINANCIAL STATEMENTS

NOTE 3 - STOCKHOLDERS EQUITY (CONTINUED)

     On  July  1,  2001 the Company issued an officer of the  Company  13,240
shares  of its $.001 par value common stock for conversion of debt to  equity
of  $13.24.   The  shares  were deemed to have been  issued  pursuant  to  an
exemption   provided  by  Section  4(2)  of  the  Act,  which  exempts   from
registration "transactions by an issuer not involving any public offering."

     On  October 1, 2001 the Company issued an officer of the Company  14,060
shares  of its $.001 par value common stock for conversion of debt to  equity
of  $14.06.   The  shares  were deemed to have been  issued  pursuant  to  an
exemption   provided  by  Section  4(2)  of  the  Act,  which  exempts   from
registration "transactions by an issuer not involving any public offering."

     On  April  1,  2002 the Company issued an officer of the Company  21,880
shares  of its $.001 par value common stock for conversion of debt to  equity
of  $21.88.   The  shares  were deemed to have been  issued  pursuant  to  an
exemption   provided  by  Section  4(2)  of  the  Act,  which  exempts   from
registration "transactions by an issuer not involving any public offering."

NOTE 4 - GOING CONCERN

     The  company's  financial statements are prepared  using  the  generally
accepted   accounting  principles  applicable  to  a  going  concern,   which
contemplates the realization of assets and liquidation of liabilities in  the
normal  course  of  business. However, the Company has no current  source  of
revenue. Without realization of additional capital, it would be unlikely  for
the  Company to continue as a going concern. It is management's plan to  seek
additional capital through acquiring or merging with another business entity.

NOTE 5 - RELATED PARTY TRANSACTIONS

     The Company neither owns or leases any real or personal property. Office
services  are  provided without charge by an officer and or director  of  the
Company.   Such  costs  are  immaterial  to  the  financial  statements   and
accordingly,  have not been reflected therein. The officers and directors  of
the Company are involved in other business activities and may, in the future,
become  involved  in  other business opportunities. If  a  specific  business
opportunity becomes available, such persons may face a conflict in  selecting
between  the Company and their other business interests. The Company has  not
formulated  a  policy for the resolution of such conflicts. The  Company  has
formulated no policy for the resolution of such conflicts.

<PAGE>
                                NOTHING CORP.
                        (A Development Stage Company)
                        NOTES TO FINANCIAL STATEMENTS

NOTE 6 - WARRANTS AND OPTIONS

     There are no warrants or options outstanding to issue any additional
shares of common stock or preferred stock of the Company.

NOTE 7 - OFFICERS ADVANCES

     While the Company is seeking additional capital through a merger with an
existing  operating company, an officer of the Company has advanced funds  on
behalf  of  the  Company to pay for any costs incurred by it. These  advances
have been converted to equity.

<PAGE>

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

     The Company has registered its common stock on a Form 10-SB registration
statement  filed  pursuant  to  the Securities  Exchange  Act  of  1934  (the
"Exchange  Act")  and  Rule  12(g)  thereof.   The  Company  files  with  the
Securities  and Exchange Commission periodic and episodic reports under  Rule
13(a)  of  the Exchange Act, including quarterly reports on Form  10-QSB  and
annual  reports Form 10-KSB.  As a reporting company under the Exchange  Act,
the Company may register additional securities on Form S-8 (provided that  it
is  then  in compliance with the reporting requirements of the Exchange  Act)
and on Form S-3 (provided that is has during the prior 12 month period timely
filed  all reports required under the Exchange Act), and its class of  common
stock  registered under the Exchange Act may be traded in the  United  States
securities  markets  provided that the Company is  then  in  compliance  with
applicable  laws,  rules  and  regulations,  including  compliance  with  its
reporting requirements under the Exchange Act.

     We are currently seeking to engage in a merger with or acquisition of an
unidentified foreign or domestic company which desires to become a  reporting
("public")  company whose securities are qualified for trading in the  United
States  secondary market.  We meet the definition of a "blank check"  company
contained in Section (7)(b)(3) of the Securities Act of 1933, as amended.  We
have  been  in the developmental stage since inception and have no operations
to date.  Other than issuing shares to our original stockholders, we have not
commenced any operational activities.

     We  will  not  acquire  or merge with any entity  which  cannot  provide
audited  financial statements at or within a reasonable period of time  after
closing  of  the proposed transaction.  We are subject to all  the  reporting
requirements included in the Exchange Act.  Included in these requirements is
our  duty to file audited financial statements as part of our Form 8-K to  be
filed  with  the  Securities and Exchange Commission upon consummation  of  a
merger  or acquisition, as well as our audited financial statements  included
in  our  annual  report  on Form 10-K (or 10-KSB, as  applicable).   If  such
audited  financial statements are not available at closing,  or  within  time
parameters  necessary to insure our compliance with the requirements  of  the
Exchange Act, or if the audited financial statements provided do not  conform
to the representations made by the target business, the closing documents may
provide  that the proposed transaction will be voidable at the discretion  of
our present management.

     We will not restrict our search for any specific kind of businesses, but
may  acquire  a  business which is in its preliminary or  development  stage,
which  is  already in operation, or in essentially any stage of its  business
life. It is impossible to predict at this time the status of any business  in
which  we  may  become  engaged,  in that such  business  may  need  to  seek
additional  capital, may desire to have its shares publicly  traded,  or  may
seek other perceived advantages which we may offer.


<PAGE>


     A  business combination with a target business will normally involve the
transfer to the target business of the majority of our common stock, and  the
substitution  by  the  target business of its own  management  and  board  of
directors.

     We have, and will continue to have, no capital with which to provide the
owners  of  business  opportunities with any cash or other  assets.  However,
management believes we will be able to offer owners of acquisition candidates
the  opportunity to acquire a controlling ownership interest  in  a  publicly
registered company without incurring the cost and time required to conduct an
initial  public offering.  Our officer and director has not conducted  market
research  and  is  not  aware of statistical data to  support  the  perceived
benefits  of a merger or acquisition transaction for the owners of a business
opportunity.

     Our  Officer and Director has agreed that he will advance any additional
funds  which  we need for operating capital and for costs in connection  with
searching for or completing an acquisition or merger. Such advances  will  be
converted  to equity.  There is no minimum or maximum amount the Officer  and
Director will advance to us.  We will not borrow any funds for the purpose of
repaying  advances made by such Officer and Director, and we will not  borrow
any  funds  to  make  any  payments  to our promoters,  management  or  their
affiliates or associates.

     The  Board of Directors has passed a resolution which contains a  policy
that  we will not seek an acquisition or merger with any entity in which  our
officer,  director,  stockholder or his affiliates  or  associates  serve  as
officer or director or hold more than a 10% ownership interest.

PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     There  are  no legal proceedings against the Company and the Company  is
unaware of any such proceedings contemplated against it.

ITEM 2.  CHANGES IN SECURITIES
     Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
     Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
     Not applicable.

ITEM 5.  OTHER INFORMATION
     Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
     (a)  Exhibits
          See Exhibit Table on page E-1
     (b)  8-K - None

<PAGE>

                                 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.


                         NOTHING CORP.


                         By:/s/ Anthony DeMint
                              Anthony N. DeMint, President/
			      Chief Accounting Officer


Dated:    August 6, 2002

<PAGE>

                                EXHIBIT TABLE

Exhibit                              Description
Number
(1)       N/A
(2)       N/A
(3)(i)*   Articles of Incorporation
          (a) Articles of Incorporation
(3)(ii)*  Bylaws
          (a) Bylaws
(4)*      Instruments defining the rights of security holders:
(4)(i)    (a) Articles of Incorporation
          (b) Bylaws
          (c) Stock Certificate Specimen
(5)       N/A
(8)       N/A
(9)       N/A
(10)      N/A
(11)      Contained  in  the  Notes  to  the  Financial  Statements  (filed
          herewith)
(13)      N/A
(15)      N/A
(16)      N/A
(17)      N/A
(18)      N/A
(19)      N/A
(20)      N/A
(21)      N/A
(22)      N/A
(23)      N/A
(24)      N/A
(25)      N/A
(26)      N/A
(99)      Certification by President and Chief Accounting Officer
*Filed in Form 10SB