UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


FORM 10-QSB
-----------

                                   (Mark One)
[ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         For the quarterly period ended March 31, 2004

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

         For the transition period from _______to________

                         Commission file number: O-50212

                              BAS CONSULTING, INC.
        (Exact name of small business issuer as specified in its charter)


          Nevada                                     81-0592184
(State or other jurisdiction                      (IRS Employer
 of incorporation or organization)               Identification Number)

                               5675B Baldwin Court
                               Norcross, GA 30071
                    (Address of principal executive offices)

                                  770-417-1664
                           (Issuer's telephone number)

Check whether the registrant (1) 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 [ X ] No
[ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 10,453,850 shares of Common Stock, as
of May 7, 2004.

Transitional Small Business Disclosure Format (check one): Yes [   ]   No [ X ]



<PAGE>



                              BAS CONSULTING, INC.


                                      INDEX


PART I.
FINANCIAL INFORMATION



                                                                Page Number
PART I

Item 1 - Unaudited Condensed Financial Statements:

Condensed Balance Sheet as of  March 31, 2004                        3

Condensed Statements of Operations for the Three Months
 Ended March 31, 2004 and 2003 and the Cumulative Period
 from December 18, 2002 (inception) to March 31, 2004                4

Statement of Stockholders' Deficit from December 18, 2002
 (inception) to March 31, 2004                                       5

Statements of Cash Flows for the Three Months Ended
 March 31, 2004 and 2003 and the Cumulative Period from
 December 18, 2002 (inception) to March 31, 2004                     6

Notes to Unaudited Condensed Financial Statements                    7

Item 2. - Management's Discussion and Analysis or Plan
 of Operation                                                       13

Item 3 -  Controls and Procedures                                   16

PART II.
Other Information (Items 1-6)                                       17






                                       2
<PAGE>



                              BAS CONSULTING, INC.
                                  Balance Sheet
                                 March 31, 2004
                          (A Development Stage Company)



                                     ASSETS


CURRENT ASSETS:

 Cash                                                     $    -
                                                           ---------

     Total Current Assets                                      -
                                                           ---------


TOTAL ASSETS                                              $    -
                                                           =========


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:

 Accrued expenses                                         $  17,000
                                                           ---------

     Total Current Liabilities                               17,000
                                                           ---------

STOCKHOLDERS' DEFICIT:

 Preferred stock at $0.001 par value; 1,000,000
  shares authorized, -0- outstanding                           -
 Common stock at $0.001 par value; authorized
  24,000,000 shares; 10,453,850 shares issued
  and outstanding                                            10,454
 Additional paid-in capital                                  45,239
 Deficit accumulated in the development stage               (72,693)
                                                           ---------

     Stockholders' Deficit                                  (17,000)
                                                           ---------

     TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT          $    -
                                                           =========

   The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>


                              BAS CONSULTING, INC.
                          (A Development Stage Company)
                            Statements of Operations
                                   (unaudited)








                                Three Months Ended       Cumulative from
                                     March 31,           December 18, 2002
                                -------------------       (inception) to
                                 2004        2003        March   31, 2004
                                --------   --------      -----------------
Revenue                       $    -      $    -             $ 18,000

General and administrative       46,693       1,500            90,693
                                --------    --------          ---------

      Net loss                $ (46,693)  $  (1,500)         $(72,693)
                                ========    ========          =========

Basic and diluted loss per
 share                        $    (.00)  $    (.00)         $   (.01)
                                ========    ========          =========

Weighted average number of
 common shares outstanding     9,807,694    9,000,000         9,155,326
                               =========    =========         ==========








    The accompanying notes are an integral part of these financial statements

                                       4
<PAGE>

                               BAS CONSULTING INC.
                          (A Development Stage Company)
                       Statement of Stockholders' Deficit

<TABLE>
<CAPTION>

                                                                                  Deficit
                                                                                Accumulated
                                            Common Stock         Additional      During the
                                     ------------------------       Paid-in     Development
                                         Shares        Amount      Capital         Stage
                                      ------------- ------------- ------------- ---------------
<S>                                                   <C>           <C>           <C>
Inception                                   -         $    -        $   -         $    -

Common stock issued for services at
 $0.001 per share, December 18, 2002   9,000,000          9,000         -              -

Net loss for the period from
 inception to December 31, 2002             -              -            -            (9,000)
                                      ------------- ------------- ------------- ---------------
Balance, December 31, 2002             9,000,000          9,000         -            (9,000)

Net loss for the year ended
 December 31, 2003                          -              -            -           (17,000)
                                      ------------- ------------- ------------- ---------------
Balance, December 31, 2003             9,000,000          9,000         -           (26,000)

Common stock issued for cash at
 $0.05 per share, February 11, 2004       56,000             56        2,744           -

Black-Scholes effect on issuance
 of stock options                           -              -          29,914           -

Exercise of stock options at
 $.01 per share (unaudited)            1,397,850          1,398       12,581           -

Net loss for the quarter ended
 March 31, 2004 (unaudited)                 -              -            -           (46,693)
                                      ------------- ------------- ------------- ---------------
                                      10,453,850      $  10,454     $ 45,239      $ (72,693)
                                      ============= ============= ============= ===============

</TABLE>




   The accompanying notes are an integral part of these financial statements.

                                        5

<PAGE>

                              BAS CONSULTING, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
                                  (unaudited)



                                Three Months Ended       Cumulative from
                                     March 31,           December 18, 2002
                                -------------------       (inception) to
                                 2004        2003        March   31, 2004
                                --------   --------      -----------------
CASH FLOWS FROM OPERATING
 ACTIVITIES:
 Net Loss                     $ (46,693)  $  (1,500)         $(72,693)
 Noncash services received       13,979        -               22,979
 Black-Scholes on options        29,914        -               29,914
 Increase (decrease) in
  accrued expenses                 -          1,500            17,000
                                --------    --------          ---------
Net Cash (Used) by Operating
 Activities                      (2,800)       -               (2,800)
                                --------    --------          ---------

CASH FLOWS FROM INVESTING
 ACTIVITIES                        -           -                 -
                                --------    --------          ---------
CASH FLOWS FROM FINANCING
 ACTIVITIES:
  Issuance of common stock        2,800        -                2,800
                                --------    --------          ---------
INCREASE (DECREASE) IN CASH
 AND CASH EQUIVALENTS:             -           -                 -
                                --------    --------          ---------

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF PERIOD               -           -                 -
                                --------    --------          ---------
CASH AND CASH EQUIVALENTS AT
 END OF PERIOD                $    -      $    -             $   -
                                ========    ========          =========

SUPPLEMENTAL SCHEDULE OF
 CASH FLOW ACTIVITIES:

  Cash Paid For:

   Interest                   $    -      $    -             $   -
                                ========    ========          =========
   Income taxes               $    -      $    -             $   -
                                ========    ========          =========

   The accompanying notes are an integral part of these financial statements.


                                       6
<PAGE>


                              BAS CONSULTING, INC.
                          (A Development Stage Company)

               NOTES TO CONDENSED FINANCIAL STATEMENTS (unaudited)

NOTE 1--BASIS OF PRESENTATION

         BAS Consulting, Inc. (the "Company") was incorporated under the laws of
the State of Nevada on December 18, 2002 (inception). The Company, which has not
yet generated revenue but has obtained two initial agreements to perform
consulting services, will operate as a consulting firm. The Company is
considered a development stage company as defined by Statements of Financial
Accounting Standards No. 7.

         The accompanying unaudited condensed financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-QSB and Item 310 of Regulation S-B. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three-month period ended March 31, 2004 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2004. For further
information, refer to the financial statements and footnotes thereto included in
the Company's Form 10-KSB for the fiscal period ended December 31, 2003.

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

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                a.  Accounting Method

                The Company's financial statements are prepared using the
                accrual method of accounting. The Company has elected a year
                ending on December 31.

                                       7
<PAGE>

                b.  Provision for Taxes

                At March 31, 2004, the Company had net operating loss
                carry-forwards of $42,779 that may be offset against future
                taxable income through 2024. No tax benefit has been reported
                with respect to these net operating loss carryforwards in the
                accompanying financial statements because the Company believes
                that realization is not likely. Accordingly, the potential tax
                benefits of the net loss carryforwards are fully offset by a
                valuation allowance.

                The loss for financial reporting purposes for the three months
                ended March 31, 2003 differs from the loss for Federal income
                tax purposes as follows:

                Loss for financial reporting purposes           $ 46,693
                Expenses associated with the issuance
                of stock options that are not
                deductible for Federal income taxes              (29,914)
                                                                 ---------
                Loss for Federal income tax purposes            $ 16,779
                                                                 =========


                The income tax benefit differs from the amount computed at the
                federal statutory rates of approximately 38% as follows


                Income tax benefit at statutory rate              $ 16,256
                Change in valuation allowance                      (16,256)
                                                                   ---------
                Total                                             $   -
                                                                   =========

                Deferred tax assets (liabilities) at March 31, 2004 are
                comprised of the following:

                Net operating loss carryforwards                  $ 16,256
                Allowance                                          (16,256)
                                                                   --------
                Net                                               $   -
                                                                   ========

                If substantial changes in the Company's ownership should occur,
                there would be an annual limitation of the amount of net
                operating loss carryforwards that could be utilized by the
                Company.

                c.  Cash Equivalents

                The Company considers all highly liquid investments with a
                maturity of three months or less when purchased to be cash
                equivalents.

                d.  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 and 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.

                                       8
<PAGE>

                e.  Basic Loss Per Common Share

                Basic loss per common share has been calculated based on the
                weighted average number of shares outstanding during the period.

                f.  Recently Issued Accounting Standards

                In December 2003, the FASB revised SFAS No. 132, "Employers'
                Disclosures about Pensions and other Postretirement Benefits,"
                ("SFAS No. 132") establishing additional annual disclosures
                about plan assets, investment strategy, measurement date, plan
                obligations and cash flows.

                In addition, the revised standard established interim disclosure
                requirements related to the net periodic benefit cost recognized
                and contributions paid or expected to be paid during the current
                fiscal year. The new annual disclosures are effective for
                financial statements with fiscal years ending after December 15,
                2003 and the interim- period disclosures are effective for
                interim periods beginning after December 15, 2003. The Company
                will adopt the annual disclosures for its fiscal year ending
                December 31, 2004 and the interim disclosures for its fiscal
                quarter ending March 31, 2004. The adoption of the revised SFAS
                No. 132 will have no impact on the Company's results of
                operation or financial condition.

                g.   Revenue Recognition

                The Company will recognize revenue on contracts when work has
                been performed and the project completed satisfactorily. The
                Company will not undertake contingency contracts wherein income
                is linked to the completion of activities performed or completed
                by others.

                h.   Stock Options and Warrants

                As permitted by Statement of Financial Accounting Standards No.
                123 Accounting for Stock based Compensation ("SFAS No. 123"),
                the Company has elected to measure and record compensation cost
                relative to employee stock option and warrant costs in
                accordance with Accounting Principles Board (`APB") Opinion 25,
                Accounting for Stock Issued to Employees, and related
                Interpretations and will make pro forma disclosures of net
                income and earnings per share as if the fair value method of
                valuing stock options and warrants had been applied. Under APB
                Opinion 25. compensation cost is recognized for stock options
                and warrants granted to employees when the option or warrant
                price is less than the market price of the underlying common
                stock on the date of grant. In addition, the Company will
                provide pro forma disclosure of stock-based compensation, as
                measured under the fair value requirements of SFAS No. 123,
                Accounting for Stock-Based Compensation. These pro forma
                disclosures will be provided as required under SFAS No 148,
                Accounting for Stock-Based Compensation--Transition and
                Disclosure.

                                       9

<PAGE>

                Options and warrants issued to individuals other than employees
                or directors will be accounted for in accordance with SFAS
                No.123 which requires recognition of compensation expense for
                grants of stock, stock options, and other equity instruments
                over the vesting periods of such grants, based on the estimated
                grant-date fair values of those grants.

NOTE 3 -GOING CONCERN

         The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern that contemplates
the realization of assets and liquidation of liabilities in the normal course of
business. The Company has not established revenues sufficient to cover its
operating costs to allow it to continue as a going concern. The Company will
engage in very limited activities without incurring material liabilities that
must be satisfied in cash until a source of funding is secured. The Company will
offer noncash consideration and seek equity lines as a means of financing its
operations. If the Company is unable to obtain revenue producing contracts or
financing or if the revenue or financing it does obtain is insufficient to cover
any operating losses it may incur, it may substantially curtail or terminate its
operations or seek other business opportunities through strategic alliances,
acquisitions or other arrangements that may dilute the interests of existing
stockholders.

NOTE 4 -STOCKHOLDERS' DEFICIT

         On December 18, 2002, the Board of Directors issued 9,000,000 shares of
common stock for $9,000 in services to the founding shareholders of the Company.
These services included the payment of approximately $5,500 in professional fees
on behalf of the Company. The preparation of documents and similar founding
activities was considered to have a value of at least $3,500. In February 2004,
the Company sold 56,000 shares of common stock for $.05 per share or an
aggregate of $2,800.

Preferred Stock

         The Company's certificate of incorporation authorizes the issuance of
1,000,000 shares of preferred stock with designations, rights and preferences
determined from time to time by its board of directors. Accordingly, the
Company's board of directors is empowered, without stockholder approval, to
issue shares of preferred stock with voting, liquidation, conversion, or other
rights that could adversely affect the rights of the holders of the common
stock. The Board of Directors is authorized to determine:

      o  the number of shares and the designation of the series;

      o  whether to pay dividends on the series and, if so, the dividend rate,
         whether dividends will be cumulative and, if so, from which date or
         dates, and the relative rights of priority of payment of dividends on
         shares of the series;

      o  whether the series will have voting rights in addition to the voting
         rights provided by law and, if so, the terms of the voting rights;

                                       10

<PAGE>

      o  whether the series will be convertible into or exchangeable for shares
         of any other class or series of stock and, if so, the terms and
         conditions of conversion or exchange;

      o  whether or not the shares of the series will be redeemable and, if so,
         the dates, terms and conditions of redemption and whether there will be
         a sinking fund for the redemption of that series and, if so, the terms
         and amount of the sinking fund; and

      o  the rights of the shares of the series in the event of our voluntary or
         involuntary liquidation, dissolution or winding up and the relative
         rights or priority, if any, of payment of shares of the series.

         At March 31, 2004, the Company had no shares of preferred stock issued
and outstanding.

Common Stock

         The holders of the Company's common stock:

      o  Have equal ratable rights to dividends from funds legally available for
         payment of dividends when, as and if declared by the board of
         directors;

      o  Are entitled to share ratably in all of the assets available for
         distribution to holders of common stock upon liquidation, dissolution
         or winding up of our affairs;

      o  Do not have preemptive, subscription or conversion rights, or
         redemption or access to any sinking fund; and

      o  Are entitled to one noncumulative vote per share on all matters
         submitted to stockholders for a vote at any meeting of stockholders.

Stock Option Plan

         Pursuant to a December 31, 2002 Board of Directors approval and
subsequent stockholder approval, the Company adopted its 2002 Non-Statutory
Stock Option Plan (the"Plan") whereby it reserved for issuance up to 1,500,000
shares of its common stock. The purpose of the Plan is to provide directors,
officers and employees of, consultants, attorneys and advisors to the Company
and its subsidiaries with additional incentives by increasing their ownership
interest in the Company. Directors, officers and other employees of the Company
and its subsidiaries are eligible to participate in the Plan. Options in the
form of Non-Statutory Stock Options ("NSO") may also be granted to directors who
are not employed by the Company and consultants, attorneys and advisors to the
Company providing valuable services to the Company and its subsidiaries. In
addition, individuals who have agreed to become an employee of, director of or
an attorney, consultant or advisor to the Company and/or its subsidiaries are
eligible for option grants, conditional in each case on actual employment,
directorship or attorney, advisor and/or consultant status. The Plan provides
for the issuance of NSO's only, which are not intended to qualify as "incentive
stock options" within the meaning of Section 422 of the Internal Revenue Code,
as amended.

         The Board of Directors of the Company or a Compensation Committee (once
established) will administer the Plan with the discretion generally to determine
the terms of any option grant, including the number of option shares, exercise
price, term, vesting schedule and the post-termination exercise period.
Notwithstanding this discretion (i) the term of any option may not exceed 10
years and (ii) an option will terminate as follows: (a) if such termination is
on account of termination of employment for any reason other than death, without
cause, such options shall terminate one year thereafter; (b) if such termination
is on account of death, such options shall terminate 15 months thereafter; and
(c) if such termination is for cause (as determined by the Board of Directors
and/or Compensation Committee), such options shall terminate immediately. Unless
otherwise determined by the Board of Directors or Compensation Committee, the
exercise price per share of common stock subject to an option shall be equal to
no less than 10% of the fair market value of the common stock on the date such
option is granted. No NSO shall be assignable or otherwise transferable except
by will or the laws of descent and distribution or except as permitted in
accordance with SEC Release No.33-7646 as effective April 7, 1999.

                                       11

<PAGE>

         The Plan may be amended, altered, suspended, discontinued or terminated
by the Board of Directors without further stockholder approval, unless such
approval is required by law or regulation or under the rules of the stock
exchange or automated quotation system on which the common stock is then listed
or quoted. Thus, stockholder approval will not necessarily be required for
amendments which might increase the cost of the Plan or broaden eligibility
except that no amendment or alteration to the Plan shall be made without the
approval of stockholders which would (a) increase the total number of shares
reserved for the purposes of the Plan or decrease the NSO price (except as
provided in paragraph 9 of the Plan) or change the classes of persons eligible
to participate in the Plan or (b) extend the NSO period or (c) materially
increase the benefits accruing to Plan participants or (d) materially modify
Plan participation eligibility requirements or (e) extend the expiration date of
the Plan. Unless otherwise indicated the Plan will remain in effect until
terminated by the Board of Directors.

         A summary of stock option activity follows:


                                  Options Granted       Exercise price
                                 -------------------   -----------------
Granted and outstanding at
 December 31, 2002                     650,000               $ .01

Granted in 2003                           -                     -
Exercised in 2003                         -                     -
                                    ------------            ---------
Options outstanding at
 December 31, 2003 (1)                 650,000               $ .01

Granted during the Three Months
 Ended March 31, 2004                  747,850               $ .01

Exercised during the Three Months
 Ended March 31, 2004 (1)           (1,397,850)              $ .01
                                    -----------               --------
Balance outstanding at
 March 31, 2004                           -                  $  -
                                    ===========               ========


(1)      500,000 of these options were held by the Company's president.

All of 1,397,850 options were exercised during the first quarter of 2004 in
consideration for cash and credit again outstanding bills ($7,479) and for
services rendered ($6,500).

The fair value of these options of $29,914 was estimated at the date of grant
using a Black-Scholes option pricing model with the following range of
assumptions for the quarter ended March 31, 2004:


                           Risk free interest rate                 5.0%
                           Expected dividend yield                  0%
                           Expected lives                         5 days
                           Expected volatility                      0%

                                       12
<PAGE>


                                     ITEM 2

                  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
                                  OF OPERATION


Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

         Certain matters discussed in this interim report on Form 10-QSB are
forward-looking statements. Such forward-looking statements contained in this
annual report involve risks and uncertainties, including statements as to:

      o  our future operating results,
      o  our business prospects,
      o  our contractual arrangements and relationships with third parties,
      o  the dependence of our future success on the general economy and its
         impact on the industries in which we may be involved, o the adequacy of
         our cash resources and working capital, and o other factors identified
         in our filings with the SEC, press releases and other public
         communications.

These forward-looking statements can generally be identified as such because the
context of the statement will include words such as we "believe," "anticipate,"
"expect," "estimate" or words of similar meaning. Similarly, statements that
describe our future plans, objectives or goals are also forward-looking
statements. Such forward-looking statements are subject to certain risks and
uncertainties which are described in close proximity to such statements and
which could cause actual results to differ materially from those anticipated as
of the date of this Form 10-QSB. Shareholders, potential investors and other
readers are urged to consider these factors in evaluating the forward-looking
statements and are cautioned not to place undue reliance on such forward-looking
statements. The forward-looking statements included herein are only made as of
the date of this report and we undertake no obligation to publicly update such
forward-looking statements to reflect subsequent events or circumstances.

                                       13
<PAGE>

Operations

        BAS, incorporated in Nevada in 2002, has not yet generated significant
amounts of revenue, is considered a development stage company as defined by
Statement of Financial Accounting Standards No. 7. During its development stage,
BAS has developed and refined its basic business plan and strategy and commenced
making business contacts and seeking clients. BAS generated its initial revenue
in the quarter ended September 30, 2003. BAS had begun soliciting and signing
engagements and performing work during the six months ended June 30, 2003. In
July 2003, BAS had entered into engagement agreements that contained
contingencies or milestones which may have required BAS to register with the SEC
as a broker/dealer.

        One agreement contained milestones the first of which was achieved in
July 2003 resulting in the receipt of revenue and cash in the amount of
$12,500. Such agreement dated July 14, 2003 provided for the Company acting as a
finder with respect to certain transactions relating to financings (i.e.,
introducing firms to an unaffiliated third-party that would make an equity
investment in the firm introduced). The finder's fee (transaction-based
compensation) was equal to five (5%) percent of the financing conducted as a
result of the Company's introduction. Accordingly, compensation to us was
contingent upon closing, (i.e., receipt of financing). This Agreement has been
cancelled although the Company did not participate in any negotiations relating
to the financings.

        The remaining two consulting engagements involved:

        a)        An agreement dated May 16, 2003 whereby we were engaged as the
                  exclusive representative with respect to a client's desired
                  acquisition of a publicly tradable corporate entity. In that
                  regard, we had agreed to search for and identify two or three
                  prospective acquisition candidates and to perform such due
                  diligence as deemed necessary with respect thereto. The client
                  had agreed to pay us a fee of $57,500 upon closing of an
                  acquisition with a corporate entity initially identified by
                  us, i.e., compensation was contingent upon closing. The
                  contract has been cancelled.

        b)        An agreement dated June 2, 2003 to assist a client with
                  respect to its overall corporate strategy of introducing
                  timesharing to the cruise ship industry. A fee of $50,000 was
                  due and payable upon the successful completion of the
                  engagement. We intended to commence work on this contract in
                  late July 2003. Since compensation was contingent upon
                  closing, this contract has been cancelled.

                                       14

<PAGE>

        The Company will not enter any future agreements that call for a finder
fee or other similar compensation.

         Because BAS does not wish to register with the SEC as a broker/dealer,
it decided to cancel those agreements heretofore entered into and referred to
above, due, in part, to the contingent nature of any compensation which it might
receive under those agreements. We have indicated elsewhere herein that we will
not assist clients in raising or soliciting capital or conducting any
negotiations with potential funding sources for financing, but will be available
in our role as a consulting firm, to discuss structuring concepts to the extent
permitted, so long as these procedures do not involve activities whereby we
would be required to register with the SEC as a broker/dealer. Accordingly, we
will not effect any transaction in, or induce, or attempt to induce the purchase
or sale of any securities (unless otherwise exempt under the '34 Exchange Act)
for the account of others, nor will we engage in the business of buying and
selling securities for our own account through a broker or otherwise.
Additionally, we do not intend to raise or find capital for issuers of
securities.

         Accordingly, we will attempt to negotiate fixed minimum (or otherwise)
fees for engagements, as well as non-contingent hourly fees for services
rendered, but will not undertake engagements whereby the fee is based upon
contingencies such as transaction closings.

         The extent of our operations over the next 12 months will be determined
by:

      o  The number of client engagements that can be obtained that are either
         short-term in nature or provide for progress billing, and

      o  Our ability to negotiate non-cash compensation to satisfy commitments.

         We cannot predict what our level of activity will be over the next 12
months because we do not know how many, if any, client engagements we will be
able to obtain. We will not incur any cash obligations that we cannot satisfy
with known resources of which there are currently none except as hereinafter
indicated. Our founder will provide his services at no cost and will advance a
limited amount of funds to cover costs incurred. All of these advances will be
treated as loans and will be repaid if and when we have the financial resources
to do so. These costs will include the costs of seeking engagements,
professional services and incidentals. If we obtained funding of $50,000, such
funds would be used to cover initial needs for salaries, travel and advertising
costs, including printed marketing materials and a basic website. We believe
that this amount would cover at least 12 months of costs.

         If we are unable to obtain financing, we will seek engagements
(non-contingent consulting contracts) through approaching the business contacts
of our founder directly rather than through other marketing strategies. As a
part of this strategy, we will market our services to business development
companies to perform due diligence and management services in connection with
potential and actual portfolio companies. These services will include assessing
the technologies of the target companies as well as assisting in establishing
managerial and control systems. Our founder is also a co-founder of a recently
established business development company.

                                       15

<PAGE>

Liquidity

         BAS does not have any credit facilities or other commitments for debt
or equity. No assurances can be given that advances when needed will be
available. BAS has begun seeking engagements. We do not believe that we need
funding to cover initial operations because we do not have a capital intensive
business plan and can also use independent contractors to assist in many
projects. We will use funding, if obtained, to cover the salary of our founder
and to pay for marketing materials and proposal efforts. We currently have no
formal salary arrangements with Dr. Schoomer. While no definitive annual salary
or length of employment has been determined to date, we anticipate providing a
minimum annual salary of $50,000 to be accrued and paid out of revenues, if any.
No salary will be earned or accrued until initial revenue commences. No formal
written arrangements will be made until we have either obtained financing or
client engagements, however, under no circumstances will the first year's base
salary exceed $100,000. To meet commitments in the future, we will have to
obtain client engagements in sufficient number and at sufficient levels of
profitability to generate cash to meet obligations. There does not currently
appear to be any other viable source of long-term financing except that
management may consider various sources of debt and/or equity financing if same
can be obtained on terms deemed reasonable to management.

Recent Accounting Pronouncements

         No new pronouncement issued by the Financial Accounting Standards
Board, the American Institute of Certified Public Accountants or the Securities
and Exchange Commission is expected to have a material impact on BAS' financial
position or reported results of operations.

Seasonality

         We do not yet have a basis to determine whether our consulting business
will be seasonal.



                                    ITEM III.

                             CONTROLS AND PROCEDURES

            As of the end of the period covered by this Quarterly Report on Form
10-QSB, an evaluation of the effectiveness of the design and operation of the
Company's disclosure controls and procedures was carried out by the Company
under the supervision and with the participation of the Company's Chief
Executive Officer and Chief Financial Officer. Based on that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures have been designed and are being operated in
a manner that provides reasonable assurance that the information required to be
disclosed by the Company in reports filed under the Securities Exchange Act of
1934, as amended, is recorded, processed, summarized and reported within the
time periods specified in the SEC's rules and forms. A system of controls, no
matter how well designed and operated, cannot provide absolute assurance that
the objectives of the system of controls are met, and no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud,
if any, within a company have been detected. There have been no changes in the
Company's internal controls over financial reporting that occurred during the
most recent fiscal quarter that have materially affected, or are reasonably
likely to materially affect, the Company's internal controls over financial
reporting.

                                       16
<PAGE>

PART II           OTHER INFORMATION

Item 1            Legal Proceedings

                        None

Item 2            Changes in Securities and Small Business Issuer Purchases of
                  Equity Securities



During the first quarter of 2004, the Issuer conducted a Private Placement,
whereby it issued a total of 56,000 shares of its common stock at $.05 per share
to 23 individuals (who are friends and business associates of management) in
reliance upon exemption afforded by Section 4(2) under the Securities Act of
'33, as amended. No underwriter participated in the Private Placement, nor were
there any discounts or commissions paid to anyone.


Item 3            Defaults Upon Senior Securities

                        None

Item 4            Submission of Matters to a Vote of Shareholders

                        None

Item 5            Other Information

                        None

Item 6            Exhibits and Reports on Form 8-K

                        None

    Exhibit Number                 Description

       31.1            Section 302 Certification of Chief Executive Officer and
                       Chief Financial Officer
       32.1            Certification Pursuant to 18 U.S.C. Section 1350, as
                       Adopted Pursuant to Section 906 of The Sarbanes-Oxley
                       Act of 2002


                                       17
<PAGE>




         Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.


                                                BAS Consulting, Inc.
                                                --------------------
                                                (Registrant)




                                                /s/B. Alva Schoomer
                                                -------------------
                                          By:      B. Alva Schoomer
                                                   President


May 17, 2004


                                       18