UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 10-QSB



(Mark One)

|[X]                                                                                                                                                   | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|----------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------
|For the quarterly period ended March 31, 2004                                                                                                        
|                                                                                                                                                     
|[ ]                                                                                                                                                   | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT                  
|For the transition period from _________________ to _________________                                                                                
|Commission file number ______________________________                                                                                                
|W Candy, Inc
(Exact name of small business issuer as specified in its charter)                                                                       
|Florida
(State or other jurisdiction of incorporation or organization)

56-2301903
(IRS Employer Identification No.)                                 
|                                                                                                                                                      |                                                                                  
|                                                                                                                                                     
|10550 Pebble Cove Lane, Boca Raton, Florida 33498
(Address of principal executive offices)                                                           
|                                                                                                                                                     
|561-487-2727
(Issuer's telephone number)                                                                                                             
|                                                                                                                                                     
|__________________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)



W CANDY, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

March 31, 2004

(unaudited)



ASSETS

|Current Assets | March 31, 2004
|-------------- | --------------
|Cash           | $ 29,982      
|Total Assets   | $ 29,982      





|LIABILITIES AND STOCKHOLDERS EQUITY
|-----------------------------------





|Liabilities                                                                                                                                                                                | $     -0-     
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------
|Stockholders Equity
Preferred Stock, $ .001 par value, authorized, issued and outstanding 1,000,000
Common  Stock, $.001 par value, authorized 10,000,000 issued and outstanding 1,626,000 | $1,000

$1,626
|Additional paid in capital                                                                                                                                                                 | $    73,874   
|Accumulated deficit during development stage                                                                                                                                               | (46,518)      
|Total Stockholders Equity                                                                                                                                                                  | $ 29,982      
|Total Liabilities and Stockholders Equity                                                                                                                                                  | $ 29,982      

































W CANDY, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

(unaudited)

|                                       | Three Months ending
March 31, 2004 | Three Months ending
March 31, 2003 | From
October 22, 2002 (Inception)
Through
March 31, 2004
|-------------------------------------- | ---------------------------------- | ---------------------------------- | --------------------------------------------------------
|Revenue                                | $ -0-                              | $ -0-                              | $ -0-                                                   
|Expenses                               | $ 5,558                            | $ 8,076                            | $46,518                                                 
|Net Income (Loss)                      | $ (5,558)                          | $(8,076)                           | $ (46,518)                                              
|Net Income per weighted average shares | $ (0.01)                           | $ (0.01)                           | $ (0.03)                                                
|Weighted average of shares             | 1,626,000                          | 1,626,000                          | 1,626,000                                               





W CANDY, INC

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

(unaudited)

|                                                                                                              | Three Months Ending
March 31, 2004 | Three Months Ending
March 31, 2003 | From
October 22, 2002
(Inception)
Through
March 31, 2004
|------------------------------------------------------------------------------------------------------------- | ---------------------------------- | ---------------------------------- | --------------------------------------------------------
|Cash Flows from operations:
Net income (loss)                                                                 | $(5,558)                           | $(8,076)                           | $(46,518)                                               
|Common stock issued for services                                                                              |                                    |                                    | 200                                                     
|Net cash provided used for operations                                                                         | (5,558)                            | (8,076)                            | $(46,318)                                               
|Cash flows from financing activities:
Preferred stock issued to founder :
Issuance of common stock :

Total : | 0

0

0                            | 0

0

0                            | 5,000

71,300

76,300                                   
|Net increase (decrease) in cash                                                                               | (5,558)                            | (8,076)                            | $(46,518)                                               
|Cash  beginning                                                                                               | $35,540                            | $57,840                            | 0                                                       
|Cash  ending                                                                                                  | $29,982                            | $49,764                            | $29,982                                                 









SIGNIFICANT ACCOUNTING POLICIES

Organization and Operations



The Company was organized under the laws of the State of Florida on October 22, 2002.

The Company is in the development stage. The Company plans to develop distribution channels in the candy and confections marketplace utilizing traditional formats as well as via the World Wide Web.  The Company currently has no operations.

Current Operations

The Company currently has no operations. Any expenses incurred by the company at this time are deemed to be immaterial and insignificant. These expenses are incurred by management without any expectation of reimbursement. When operation commence the company will be directly responsible for its operational expenses

Basis of Accounting

The Company's policy is to prepare its financial statements using the accrual basis of accounting in accordance with generally accepted accounting principles.  The Company has retained December 31 as its annual yearend.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.



Cash and equivalent

Cash and cash equivalents include cash and cash in banks.  The company maintains cash and cash equivalent balances at a financial institution that is insured by the federal deposit Insurance Corporations up to $100,000. At March 31, 2004, there is no concentration of credit risk from uninsured bank balances



Accounting Pronouncements

In November 2002, Financial Accounting Standards Board Interpretation ("FIN") NO 45. "Guarantors Accounting and Disclosure Requirements for Guarantors, Including Guarantees of Indebtedness of Others" was issued. FIN NO 45 requires recognition of an initial liability for the fair value of the guarantors obligation upon issuance of certain guarantees. We adopted the disclosure requirements of FIN NO 45 as of December 31, 2002. On January 1, 2003 we adopted the initial recognition and measurement provisions which were effective on a prospective basis for guarantees issued or modified after December 31, 2002. The implementation of FIN NO 45 had no impact on our results of operations or financial position at adoption or during the fiscal year ended December 31, 2003.

In May 2003, Statement of Financial Accounting Standards NO 150 ("SFAS NO 150"), "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity," was issued. This Statement improves the accounting for certain financial instruments that, under previous guidance, issuers could account for as equity. This Statement requires that those instruments be classified as liabilities in the statement of financial position. This statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003, except for mandatory redeemable financial instruments of nonpublic entities. It is to be implemented by reporting the cumulative effect of a change in an accounting principle for financial instruments created before the issuance date of the statement and still existing at the beginning of the interim period of adoption. SFAS NO 150 had no impact on our results of operations or financial condition at adoption or during the fiscal year ended December 31, 2003.



Income Tax

In February 1992, the Financial Standards Board issued Statement of Financial Accounting Standards No. 109, A Accounting for Income Taxes@ . Under SFAS No. 109, deferred assets and liabilities are recognized for the estimated future tax consequences between the financial statement carrying amounts of the existing assets and their respective basis.

Deferred assets and liabilities are measured using enacted tax rates in effect for the year in which temporary differences are expected to be recovered or settled. Under SFAS No. 109 the effect on deferred assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date.

The Company has incurred net operating losses of approximately $ 46,000 since inception. These net operating losses can be carried forward fifteen years to December 31, 2017 and years thereafter to offset against net income of the future years.   Due to the uncertainty of achieving profitable operations in the future,  a 100% valuation allowance has offset of the future tax benefit of this NOL, thus no tax benefit will be recognized in the current period.

Subsequent Events

1. On May 13th 2004 the board of directors ratified the appointment of Ken Shenkman as CFO.
2. On May 13th 2004, the company has entered into a non binding letter of intent to purchase 100% of Candyland Warehouse, Inc., a privately held Florida company, pending proper due diligence

Item 2. Management's Discussion and Analysis or Plan of Operation.

Plan of Operation

W-Candy established for the purpose of creating a national candy and confections wholesale distributorship.  The company is concentrating its efforts on tapping into the growing candy and confections marketplace.  Our goal is to develop distribution channels utilizing traditional formats as well via the World Wide Web. Currently we have purchased a domain name called www.w-candy.com. We have also entered in a contract with a web hosting provider, to provide us with the necessary disk space capacity for our website and email capability for the next 12 months. We have also posted a welcome page on our website, to introduce ourselves to potential customers until a fully operational e commerce website is constructed.

We anticipate that we will meet our cash requirements for the 12 months with current cash. However, in moving forward, past our twelve-month outlook, we may depend upon capital to be derived from future financing through a subsequent offering of stock. There can be no assurance that we will be successful in raising the capital we may require.

Recent Events

On May 13th 2004 the board of directors ratified the appointment of Ken Shenkman as CFO.

On May 13th 2004, the company has entered into a non binding letter of intent to purchase 100% of Candyland Warehouse, Inc., a privately held Florida company, pending proper due diligence.







Item 3.    Controls and Procedures



In the quarter ended March 31, 2004, we did not make any significant changes in, nor take any corrective actions regarding, our internal controls or other factors that could significantly affect these controls. We periodically review our internal controls for effectiveness and we plan to conduct an evaluation of our disclosure controls and procedures each quarter.



Item 6.  Exhibits

|Exhibit Number | Document Description                                                                                                                                                         
|-------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10             | Certificate of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-15(e) and 15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|11             | Certificate of Chief Executive Officer and Chief Financial Officer pursuant to Section 18 U.S.C. Section 1350                                                                







SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                               | /s/ Brian Shenkman
(Registrant)           
|------------------------------ | ------------------------------------------
|Date: May 14, 2004             | /s/ Brian Shenkman___________
(Signature)*
|Brian Shenkman, President, CEO |                                           



|                   |                                         
|------------------ | ----------------------------------------
|Date: May 14, 2004 | /s/ Ken Shenkman___________
(Signature)*
|Ken Shenkman, CFO  |