SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                 FORM 10-QSB

          [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, 2000

                      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) 866-5842
            (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, 2000

Common Stock, par value $0.001                                     5,000,000

<PAGE>
<TABLE>

                        ITEM 1.  FINANCIAL STATEMENTS

                                NOTHING CORP.
                        (A Development Stage Company)

                                BALANCE SHEET
                                June 30, 2000
                                 (Unaudited)

                                   ASSETS

                                                            June 30, 2000
                                                              -------------
<S>                                                       <C>
CURRENT ASSETS
  Cash                                                           $        0
                                                              -------------
     TOTAL CURRENT ASSETS                                        $        0
                                                              -------------
OTHER ASSETS                                                 $            0
                                                              -------------
     TOTAL OTHER ASSETS                                      $            0
                                                              -------------
     TOTAL ASSETS                                                $        0
                                                                ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
                                NOTHING CORP.
                        (A Development Stage Company)

                                BALANCE SHEET
                                June 30, 2000
                                 (Unaudited)

                    LIABILITIES AND STOCKHOLDERS' EQUITY


                                                              JUNE 30, 2000
                                                              -------------
<S>                                                          <C>
CURRENT LIABILITIES
     Officers Advances (Note #6)                                 $    1,327
                                                                -----------
  TOTAL CURRENT LIABILITIES                                      $    1,327
                                                                -----------
STOCKHOLDERS' EQUITY (Note #1)

     Common stock, par value $.001
     Authorized 25,000,000 shares
     issued and outstanding at
     June 30, 2000-5,000,000 shares                              $    5,000

     Additional paid in Capital                                           0

     Deficit accumulated during
     the development stage                                          (6,327)
                                                                -----------
  TOTAL STOCKHOLDERS' EQUITY                                   $     (1,27)
                                                                -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                                           $          0
                                                                  =========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
                                NOTHING CORP.
                        (A Development Stage Company)

                           STATEMENT OF OPERATIONS
                                June 30, 2000
                                 (Unaudited)



                                                            June 30, 2000
                                                                -----------
<S>                                                          <C>
INCOME
     Revenue                                                    $         0
                                                                -----------
EXPENSES
     General and
     Administrative                                          $        1,070
                                                                -----------
   Total Expenses                                            $        1,070
                                                                -----------
Net Loss                                                     $      (1,070)

Net Profit
or Loss(-)
Per weighted
Share (Note #1)                                                $    (.0012)
                                                                  =========
Weighted average
Number of common
shares outstanding                                                5,000,000
                                                                  =========

</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
                                NOTHING CORP.
                        (A Development Stage Company)

                      STATEMENT OF STOCKHOLDERS' EQUITY
                                June 30, 2000
                                 (Unaudited)

                                                   Additional     Accumu-
                                Common Stock        paid-in        lated
                               Shares    Amount     capital       Deficit
                            ---------- --------  ------------ -------------
<S>                         <C>        <C>       <C>          <C>
Balance,
January 1, 2000              5,000,000    5,000  $          0 $          0

Net loss ended
June 30, 2000                        0        0             0      (6,327)
                           -----------  -------  ------------ -------------
Balance,
June 30, 2000                5,000,000    5,000    $        0 $    (6,327)
                           ===========  =======  ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
                                NOTHING CORP.
                        (A Development Stage Company)

                           STATEMENT OF CASH FLOWS
                                June 30, 2000
                                 (Unaudited)


                                                             June 30, 2000
                                                              ------------
<S>                                                         <C>
Cash Flows from
Operating Activities:
  Net Loss                                                  $      (1,070)
  Amortization                                                           0
  Stock issued for services                                              0

  Changes in assets and
  Liabilities
     Officers advances                                               1,070
                                                              ------------
Net cash used in
operating activities                                            $        0

Cash Flows from
investing activities
organization costs                                                       0

Cash Flows from
Financing Activities:                                                    0
                                                              ------------
Net increase(decrease)
in cash                                                        $         0

Cash, beginning of Period                                                0
                                                              ------------
Cash, end of period                                            $         0
                                                                 =========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>

                                NOTHING CORP.
                        (A Development Stage Company)

                        NOTES TO FINANCIAL STATEMENTS
                                June 30, 2000

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 Corp. The Company currently has no operations and, in
accordance with SFAS #7, is considered a development stage company.

     On  April 1, 1999, the Company issued 5,000,000 shares of it's $.001 par
value common stock for services of $5,000.

     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 - 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 further equity financing's and seeking necessary bank loans.

<PAGE>

                                NOTHING CORP.
                        (A Development Stage Company)

                   NOTES TO FINANCIAL STATEMENTS CONTINUED
                                June 30, 2000

NOTE 4 - 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.

NOTE 5 - 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 6 - 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 funds  are
interest free.

<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 they 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
made without expectation of repayment unless the owners of the business which
we  acquire  or merge with agree to repay all or a portion of such  advances.
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.

COMPUTER SYSTEMS REDESIGNED FOR YEAR 2000

Many  existing computer programs use only two digits to identify  a  year  in
such  program's  date  field.   These programs were  designed  and  developed
without consideration of the impact of the change in century for which   four
digits  will  be  required to accurately report the date.  If not  corrected,
many  computer  applications could fail or create  erroneous  results  by  or
following the year 2000 ("Year 2000 Problem").  Many of the computer programs
containing  such  date  language problems have  not  been  corrected  by  the
companies or governments operating such programs.  The Company does not  have
operations  and  does  not  maintain  computer  systems.   However,   it   is
impossible to predict what computer programs will be effected, the impact any
such  computer  disruption will have on other industries or commerce  or  the
severity or duration of a computer disruption.

Before  the Company enters into any business combination, it will inquire  as
to  the  status  of any target company's Year 2000 Problem,  the  steps  such
target  company has taken to correct any such problem and the probable impact
on  such target company of any computer disruption.  However, there can be no
assurance that the Company will not combine  with a target company  that  has
an  uncorrected  Year  2000  Problem or  that  any  such  Year  2000  Problem
corrections are sufficient.  The extent of the Year 2000 Problem of a  target
company  may  be  impossible to ascertain and its impact on  the  Company  is
impossible to predict.

<PAGE>

PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

There are no legal proceedings against the Company and the Company is unaware
of 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

Exhibits

There were no exhibits filed by the Company during the quarter.

Reports on Form 8-K

There were no reports on Form 8-K filed by the Company during the quarter.

<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


Dated:    July 12, 2000