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 report ended September 30, 2004


        [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
            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 56-2301903
                               ------------------
                (State or other jurisdiction of (I.R.S. Employer incorporation
               or organization) Identification No.)


             9770 South Military Trail, B-7 Boynton Beach, FL 33436
             ------------------------------------------------------
                    (Address of principal executive offices)

                                  561-364-7299
                           (Issuer's telephone number)

                  10550 Pebble Cove Lane, Boca Raton, FL 33498
                    (Former name, former address and former
                   fiscal year, if changed since last report)


Check whether the Issuer (1) has filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 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 [ ] No
[X]

State the number of shares outstanding of each of the Issuer's classes of common
equity as of the latest practicable date: At January 9, 2005, there were
1,626,000 shares of the small business issuer's common stock outstanding.


<PAGE>


References in this report to "W-Candy", "we", "us","our"  and "the company" are
to W-Candy, Inc., a Florida corporation.


            CAUTIONARY STATEMENT REGARDING FOWARD LOOKING INFORMATION

This quarterly report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, Section 21E of the
Securities and Exchange Act of 1934, as amended, and the Private Securities
Litigation Reform Act of 1995, as amended. These forward-looking statements are
subject to risks and uncertainties and other factors that may cause our actual
results, performance or achievements to be materially different from the
results, performance or achievements expressed or implied by the forward-looking
statements. You should not unduly rely on these statements. Forward-looking
statements can be identified by the fact that they do not relate strictly to
historical or current facts. They use words such as "anticipate," "estimate,"
"expect," "project," "intend," "plan," "believe," "project," "contemplate,"
"would," "should," "could," or "may." With respect to any forward-looking
statement that includes a statement of its underlying assumptions or bases, we
believe such assumptions or bases to be reasonable and have formed them in good
faith, assumed facts or bases almost always vary from actual results, and the
differences between assumed facts or bases and actual results can be material
depending on the circumstances. When, in any forward-looking statement, we
express an expectation or belief as to future results, that expectation or
belief is expressed in good faith and is believed to have a reasonable basis,
but there can be no assurance that the stated expectation or belief will result
or be achieved or accomplished. All subsequent written and oral forward-looking
statements attributable to us, or anyone acting on our behalf, are expressly
qualified in their entirety by the cautionary


                                      -2-

<PAGE>


                                  W-CANDY, INC.
                                   FORM 10-QSB
                      QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004



                                      INDEX



                                                                           Page

PART I - FINANCIAL INFORMATION

      Item 1 - Consolidated Financial Statements

         Balance Sheet
           September 30, 2004 (Unaudited)......................................4


         Statements of Operations (Unaudited)
           From October 22, 2002 (inception) through September 30, 2004 and
           for the Three and Nine Months Ended September 30, 2004 and 2003 ....5

         Statements of Cash Flows (Unaudited)
           From October 22, 2002 (inception) through September 30, 2004 and
           for the Three and Nine Months Ended September 30, 2004 and 2003 ....6

         Notes to Unaudited Financial Statements.............................7-9


      Item 2 - Management's Discussion and Analysis or Plan of Operation....9-10

      Item 3 - Controls and Procedures........................................10


PART II - OTHER INFORMATION

      Item 1 - Legal Proceedings..............................................11

      Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds....11

      Item 3 - Default upon Senior Securities ................................11

      Item 4 - Submission of Matters to a Vote of Security Holders............11

      Item 5 - Other Information..............................................11

      Item 6 - Exhibits.......................................................11

      Signatures..............................................................11


                                      -3-

<PAGE>


                                  W-CANDY, INC
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                               September 30, 2004
                                   (UNAUDITED)



                                     ASSETS


CURRENT ASSETS:

    Cash                                                             $   28,070
                                                                    ------------

        Total Assets                                                $    28,070
                                                                    ============


                              STOCKHOLDERS' EQUITY



STOCKHOLDERS' EQUITY:
    Preferred stock ($.001 Par Value; 1,000,000 shares authorized,
        issued and outstanding)                                         $ 1,000

    Common stock ($.001 Par Value;10,000,000 shares authorized; 1,626,000
         shares issued and outstanding)
                                                                          1,626

    Additional paid-in capital                                           73,874
    Accumulated deficit during development stage                        (48,430)
                                                                     -----------


        Total Stockholders' Equity                                    $  28,070
                                                                     ===========



                  See Notes to (Unaudited) Financial Statements

                                      -4-

<PAGE>






                                  W-CANDY, INC
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<table>
<caption>



                            Three           Nine            Three            Nine              From
                            Months         Months           Months          Months          October 22,
                            Ending         Ending           Ending          Ending              2002
                          September 30,  September 30,   September 30,    September 30,      (Inception)
                             2004           2004              2003           2003              Through
                                                                                         September 30, 2004


                      <c>            <c>             <c>               <c>             <c>
Revenue                    $     -       $      -          $      -        $      -          $       -
                         -----------    ------------     -------------   --------------  ------------------

Expenses                       992           7,470           13,114                 -                  -
                                 -               -                -            21,190             48,430
                         -----------    ------------     -------------   --------------  ------------------

Net Loss                   $  (992)      $  (7,470)        $ (13,114)       $ (21,190)         $ (48,430)
                         ===========    ============     =============   ==============  ==================

Net Income Per
Weighted Average Shares
 -basic & diluted         $  (0.00)      $   (0.00)        $  (0.01)       $   (0.01)         $   (0.03)
                         ===========    ============     =============   ==============  ==================


Weighted Average
Shares
 -basic & diluted        1,626,000       1,626,000        1,626,000       1,626,000          1,564,462
                         ===========    ============     =============   ==============  ==================

</table>



                   See Notes to Unaudited Financial Statements
                                      -5-

<PAGE>



                                  W-CANDY, INC
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<table>
<caption>

                                          Nine Months Ended      Nine Months Ended               From
                                          September 30, 2004     September 30, 2003       October 22, 2002
                                                                                            (Inception)
                                                                                              Through
                                                                                           September 30, 2004

                                     <c>                       <c>                    <c>
Cash Flows from operations:
    Net loss                                    $     (7,470)            $    (21,190)          $   (48,430)
                                           -------------------    --------------------    ---------------------

Common stock issued for services                           -                       -                   200
                                           -------------------    --------------------    --------------------

Net cash used in operations                    $     (7,470)            $    (21,190)          $   (48,230)
                                           -------------------    --------------------    ---------------------


Cash flows from financing activities:


  Preferred stock issued to founder:                       -                       -                  5,000

  Issuance of common stock :                               -                       -                 71,300
                                           -------------------    --------------------    ---------------------
  Net cash provided by financing
  activities :                                             -                       -                 76,300
                                           -------------------    --------------------    ---------------------


Net decrease in cash                            $     (7,470)            $    (21,190)          $   (28,070)
                                           -------------------    --------------------    ---------------------

Cash  beginning of year                               35,540                  57,840                      -
                                           -------------------    --------------------    ---------------------

Cash  end of period                             $     28,070            $    36,650            $     28,070
                                           ==================      ===================    =====================

</table>


                   See Notes to Unaudited Financial Statements

                                      -6-

<PAGE>



NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Operations


W-Candy, Inc. (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. 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,
in the United States


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 Cash Equivalents

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 Corporation up to $100,000. At September 30,
2004, there is no concentration of credit risk from uninsured bank balances.

                                      -7-
<page>

Recent Accounting Pronouncements

In November 2004, the Financial Accounting Standards Board (FASB) issued SFAS
151 "Inventory Costs". This Statement amends the guidance in ARB No. 43, Chapter
4, "Inventory Pricing, to clarify the accounting for abnormal amounts of idle
facility expense, freight, handling costs, and wasted material (spoilage). In
addition, this Statement requires that allocation of fixed production overhead
to the costs of conversion be based on the normal capacity of the production
facilities. The Company has adopted the provisions of this Statement effective
July 1, 2005.

In September 2004, the Emerging Issues Task Force (EITF) issued EITF No. 03-01
"The Meaning of Other-Than-Temporary Impairment and Its Application to Certain
Investments" (EITF 03-01). EITF 03-01 provides guidance with respect to
determining the meaning of other-than-temporary impairment and its application
to debt and equity securities within the scope of Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investments in Debt and
Equity Securities", including investments accounted for under the cost method
and new disclosure requirements for investments that are deemed to be
temporarily impaired. We understand the Financial Accounting Standards Board is
currently reconsidering disclosure, measurement, and recognition of
other-than-temporary impairments of debt and equity securities under EITF 03-01.
Until new guidance is issued, the disclosure requirements of EITF 03-01 were
effective for our fiscal 2005 annual consolidated financial statements. In
December 2004, the Financial Accounting Standards Board finalized Statement of
Financial Accounting Standards No. 123R, "Share-Based Payment" (FAS 123R),
amending FAS No. 123, effective beginning our first quarter of fiscal 2006. FAS
123R will require us to expense stock options based on grant date fair value in
our financial statements. Further, the adoption of FAS 123R will require
additional accounting related to the income tax effects and additional
disclosure regarding the cash flow effects resulting from share-based payment
arrangements. The effect of expensing stock options on our results of operations
using a Black-Scholes option-pricing model is presented in our financial
statements in Note 1 -- Basis of Presentation-Stock-Based Compensation.

In May 2005, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 154, "Accounting Changes and Error
Corrections" (FAS 154). FAS 154 replaces Accounting Principals Board Opinion No.
20 (APB 20) and Statement of Financial Accounting Standards No. 3 "Reporting
Accounting Changes in Interim Financial Statements", and applies to all
voluntary changes in accounting principle, and changes the requirements for
accounting for and reporting of a change in accounting principle. APB 20
previously required that most voluntary changes in accounting principle be
recognized by including in net income of the period of change a cumulative
effect of changing to the new accounting principle whereas FAS 154 requires
retrospective application to prior periods' financial statements of a voluntary
change in accounting principle, unless it is impracticable. FAS 154 enhances the
consistency of financial information between periods. FAS 154 will be effective
beginning the first quarter of our fiscal 2007. We do not expect the adoption of
FAS 154 will have a material impact on our financial position, results of
operations, or cash flows.

                                      -8-

<page>




NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)

Income Tax

Under the asset and liability method of FASB Statement 109, deferred tax assets
and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities, and their respective tax bases and operating loss and tax
credit carryforwards. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. Deferred
tax assets are reduced by a valuation allowance, when in the Company's opinion
it is likely that some portion or the entire deferred tax asset will not be
realized.


NOTE 2- RECENT EVENTS

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

2.       On May 13, 2004 the company entered into a non binding letter of intent
         to purchase 100% of Candyland Warehouse, Inc., a privately held Florida
         company, pending proper due diligence. In July, 2004 management opted
         to not execute the merger.


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

Plan of Operation


W-Candy was 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 as 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.

                                      -9-
<page>


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.



Item 3.    Controls and Procedures

      In the quarter ended September 30, 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      Description
-------     ----------------
31.1       Certification of the Chief Executive Officer pursuant to Section 302
           of the Sarbanes-Oxley Act of 2002
31.2       Certification of the Chief Financial Officer pursuant to Section 302
           of the Sarbanes-Oxley Act of 2002
32.1       Certification of Chief Executive Officer Certification pursuant to
           Section 906 of the Sarbanes-Oxley Act of 2002
32.2       Certification of Chief Financial Officer Certification pursuant to
           Section 906 of the Sarbanes-Oxley Act of 2002

                                      -10-

<PAGE>



                           Part II - OTHER INFORMATION

Item 1. Legal Proceedings

        None


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

        None

Item 3. Defaults Upon Senior Securities

        None

Item 4. Submission of Matters to a Vote of Security Holders

        None

Item 5. Other Information

        None



                                   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.

(Registrant)

Date:    March 15, 2006                   /s/ Brian Shenkman
                                         ------------------
                                         Brian Shenkman, President, CEO


Date:    March 15, 2006                 /s/ Ken Shenkman
                                        ----------------
                                        Ken Shenkman, CFO