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



FORM 10-QSB/AMENDMENT 2



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

         For the quarterly period ended September 30, 2003

[     ]  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: 0-50212

                              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, including area code)

                   1686 Citation Drive, West Palm Beach, 33417
  -----------------------------------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                         if Changed Since Last Report)

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: 9,000,000 shares of Common Stock, as
of December 31, 2003.

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. Financial Statements

Unaudited Condensed Financial Statements:

Condensed Balance Sheet as of September 30, 2003                    3

Condensed Statements of Operations for the Three
 and Nine Months Ended September 30, 2003 and
 Cumulative From December 18, 2002 (inception) to
 September 30, 2003                                                 4

Statement of Cash Flows for the Nine Months Ended
 September 30, 2003 and Cumulative From
 December 18, 2002 (inception) to September 30, 2003                5

Notes to Unaudited Condensed Financial Statements                   6

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

Item 3 - Controls and Procedures                                   15

PART II.

Other Information (Items 1-6)                                      16






<PAGE>



                              BAS CONSULTING, INC.
                                  Balance Sheet
                               September 30, 2003

                          (A Development Stage Company)

                                   (unaudited)


                                     ASSETS
                                     ------

CURRENT ASSETS:

 Cash                                                       $  -
                                                             ------
 Total Current Assets                                          -
                                                             ------

TOTAL ASSETS                                                $  -
                                                             ======

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:

Accrued expenses                                            $ 8,000
                                                             ------
Total Current Liabilities                                     8,000
                                                             ------
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; 9,000,000 shares issued and outstanding               9,000
Accumulated deficit                                         (17,000)
                                                             ------
Stockholders' Deficit                                        (8,000)
                                                             ------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                 $  -
                                                             ======

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

                                       3

<PAGE>





                              BAS CONSULTING, INC.
                            Statements of Operations

                          (A Development Stage Company)

                                   (unaudited)





                                                                Cumulative From
                                 Three Months    Nine Months   December 18, 2002
                                    Ended           Ended        (inception) to
                                  September       September       September
                                  30, 2003        30, 2003        30, 2003
                               --------------    ------------  -----------------
Revenue                           $ 23,000        $ 23,000        $ 23,000

General and administrative          28,000          31,000          40,000
                                   -------         -------         -------
Net loss                          $ (5,000)       $ (8,000)       $(17,000)
                                   =======         =======         =======

Basic and diluted loss per
 share                            $   (.00)       $   (.00)       $  (0.00)
                                   =======         =======         =======
Weighted average number of
 common shares outstanding        9,000,000      9,000,000        9,000,000
                                  =========      =========        =========







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



                                       4
<PAGE>



                              BAS CONSULTING, INC.

                            Statements of Cash Flows
                          (A Development Stage Company)

                                   (unaudited)


                                                             Cumulative From
                                                             December 18, 2002
                                         Nine Months ended    (inception) to
                                        September 30, 2003   September 30, 2003
                                        ------------------   ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss                                     $ (8,000)           $ (17,000)
Non-cash services received                       -                   9,000
Increase (decrease) in accrued expenses         8,000                8,000
                                              -------             --------
Net Cash (Used) by Operating Activities          -                    -
                                              -------             --------
CASH FLOWS FROM INVESTING ACTIVITIES             -                    -
                                              -------             --------
CASH FLOWS FROM FINANCING ACTIVITIES             -                    -
                                              -------             --------
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

                                       5

<PAGE>

                              BAS CONSULTING, INC.

                          (A Development Stage Company)
                                   (Unaudited)


               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) to be a consulting firm.
The Company, which has not yet generated significant amounts of revenue, will
operate as a consulting firm. The Company is considered a development stage
company as defined by Statement of Financial Accounting Standards No. 7. During
its development stage, the Company has developed and refined its basic business
plan and strategy and commenced making business contacts and seeking clients.


         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 and nine-month periods ended September 30, 2003 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2003. For further information, refer to the consolidated financial statements
and footnotes thereto included in the Company's Form 10-SB for the fiscal period
ended December 31, 2002.

         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.

                b.  Provision for Taxes

                At September 30, 2003, the Company had net operating loss
                carry-forwards of approximately $17,000 that may be offset
                against future taxable income through 2021. No tax benefit has

                                       6

<PAGE>

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


                Income tax benefit at statutory rate      $ 6,460
                Change in valuation allowance              (6,460)
                                                           ------
                Total                                     $  -
                                                           ======

                Deferred tax assets (liabilities) at September 30, 2003 are
                comprised of the following:

                Net operating loss carryforwards          $ 6,460
                Allowance                                  (6,460)
                                                           -------
                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.

                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
                after giving retroactive effect to stock splits.

                                       7

<PAGE>

                f.  Recently Issued Accounting Standards

                In April 2002, the FASB issued Statement of Financial Accounting
                Standards No. 145, Rescission of FASB Statements No. 4, 44 and
                62, Amendment of FASB Statement 13, and Technical Corrections
                ("SFAS 145"). For most companies, SFAS 145 requires gains and
                losses from the extinguishment of debt to be classified as a
                component of income or loss from continuing operations. Prior to
                the issuance of SFAS 145, early debt extinguishments were
                required to be recognized as extraordinary items. SFAS 145
                amended other previously issued statements and made numerous
                technical corrections. SFAS 145 is effective for fiscal years
                beginning after May 15, 2002. Adoption of this standard has had
                no impact on the Company.

                The FASB recently issued Statement of Financial Accounting
                Standards No. 146, Accounting for Costs Associated with Exit or
                Disposal Activities ("SFAS 146"). SFAS 146 nullifies the
                Emerging Issues Task Force ("EITF") Issue No. 94-3, Liability
                Recognition for Certain Employee Termination Benefits and Other
                Costs to Exit an Activity. SFAS 146 requires that a liability
                associated with an exit or disposal activity be recognized when
                the liability is incurred while EITF Issue No. 94-3 recognized
                such liability at such time that an entity committed to an exit
                plan. The provisions of SFAS 146 are effective for exit or
                disposal activities initiated after December 31, 2002 with early
                application encouraged.

                On October 1, 2002, the FASB issued SFAS 147, which applies to
                all acquisitions of a financial institution except those between
                two or more mutual enterprises, which is being addressed in a
                separate project. SFAS 147 is not expected to have any impact on
                the Company

                On December 31, 2002, the FASB issued SFAS No. 148, Accounting
                for Stock-Based Compensation--Transition and Disclosure, which
                amends SFAS No. 123, Accounting for Stock Based Compensation.
                SFAS 148 provides alternative methods of transition for a
                voluntary change to the fair value based method of accounting
                for stock-based employee compensation. (Under the fair value
                based method, compensation cost for stock options is measured
                when options are issued.) In addition, SFAS 148 amends the
                disclosure requirements of SFAS 123 to require more prominent
                and more frequent disclosures in financial statements of the
                effects of stock-based compensation. The transition guidance and
                annual disclosure provisions of SFAS 148 are effective for
                fiscal years ending after December 15, 2002, with earlier
                application permitted in certain circumstances. The interim
                disclosure provisions are effective for financial reports
                containing financial statements for interim periods beginning
                after December 15, 2002.

                In May 2003, the FASB issued SFAS No. 150, Accounting for
                Certain Financial Instruments with Characteristics of both
                Liabilities and Equity." This statement establishes standards
                for how an issuer classifies and measures in its statement of
                financial position certain financial instruments with
                characteristics of both liabilities and equity. In accordance

                                       8

<PAGE>

                with the standard, financial instruments that embody obligations
                for the issuer are required to be classified as liabilities.
                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. The Company does not expect the provision of this
                statement to have a significant impact on the Company's
                financial statements.

                In November 2002, the FASB issued Interpretation No. 45,
                Guarantor's Accounting and Disclosure Requirements for
                Guarantees, Including Indirect Guarantees of Indebtedness of
                Others." Interpretation 45 requires a guarantor to include
                disclosure of certain obligations, and if applicable, at the
                inception of the guarantee, recognize a liability for the fair
                value of other certain obligations undertaken in issuing a
                guarantee. The recognition requirement is effective for
                guarantees issued or modified after December 31, 2002. The
                Company has no obligations regarding Interpretation No. 45.

                In January 2003, the FASB issued Interpretation No. 46,
                Consolidation of Variable Interest Entities." Interpretation 46
                clarifies the application of Accounting Research Bulletin No.
                51, Consolidated Financial Statements, and applies immediately
                to any variable interest entities created after January 31, 2003
                and to variable interest entities in which an interest is
                obtained after that date. The Company holds no interest in
                variable interest entities.

                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

                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. Options that are outstanding to
                purchase 650,000 shares at $.01 per share were deemed to have
                been issued at the fair market value at the date of grant at
                which time the Company had no resources or revenue.

                                       9

<PAGE>

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 any 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--Contingemcy


         The Company has been advised by the SEC's staff that it believes that
certain contingent fee advisory agreements previously entered into by BAS
required prior registration by BAS under the Securities and Exchange Act of
1934, as amended as a broker-dealer. Management has cancelled all of the
contracts involved, and has indicated that it will not enter into similar
contracts in the future. Accordingly, BAS may be subjected to regulatory actions
and proceedings as well as private civil litigation relating to unregistered
broker-dealer activities. The outcome of any action or proceeding, which may
result in fines, penalties, damages, decrees and/or other remedies is uncertain.
BAS intends to vigorously defend any action or proceeding which may arise in
this connection consistent with the best interest of its shareholders.


NOTE 5 -SHAREHOLDERS' EQUITY

         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.

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. At September 30, 2003, 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

                                       10

<PAGE>

        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.

         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

                                       11

<PAGE>

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.

         Management has issued 650,000 of the aforesaid options to certain
current members of its management team as well as other persons whom it
considers to be important to its current and proposed business activities, as
follows with all options exercisable at $.01 per share for a period of five
years from date of issuance.



                                       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

         Information set forth herein contains "forward-looking statements"
which can be identified by the use of forward-looking terminology such as
"believes," "expects," "may," "should" or "anticipates" or the negative thereof
or other variations thereon or comparable terminology, or by discussions of
strategy. No assurance can be given that the future results covered by the
forward-looking statements will be achieved. The Company cautions readers that
important factors may affect the Company's actual results and could cause such
results to differ materially from forward-looking statements made by or on
behalf of the Company. These include the Company's lack of historically
profitable operations, dependence on key personnel, the success of the Company's
consulting services business, ability to manage anticipated growth and other
factors identified in the Company's filings with the Securities and Exchange
Commission, press releases and other public communications.

Operations


        BAS, incorporated in Nevada in December of 2002, has not yet generated
significant amounts of revenue. It is considered to be 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. As of 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 Company will not enter any future agreements that call
for a finder fee or other similar compensation.

                                       13

<PAGE>

         Due to the fact that BAS does not wish to register with the SEC as a
broker/dealer, it decided to cancel agreements heretofore entered into, due, in
part, to the contingent nature of any compensation which it might receive under
those agreements. The Company has indicated in its Form 10-SB Registration
Statement, as most recently amended and as filed with the SEC on November 13,
2003 that it will not assist clients in raising or soliciting capital or
conducting any negotiations with potential funding sources for financing, but
will be available in its role as a consulting firm, to discuss structuring
concepts to the extent permitted, so long as same does not involve activities
whereby it would be required to register with the Commission 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 it engage in the business
of buying and selling securities for its own account through a broker or
otherwise. Additionally, it does not intend to raise or find capital for
issuer's of securities.

         Accordingly, the Company 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 closings).

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

        o        The amount of financing obtained, if any,

        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 that we will
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 (i.e.,
consulting contracts) through approaching the business contacts of our founder
directly rather than through other marketing strategies. By doing so, we will
not incur significant cash requirements in the process.

                                       14

<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 commenced work on a website and is soliciting 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 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 3.


                             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

                                       15

<PAGE>

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.




                                     PART II

                                OTHER INFORMATION

Item 1      Legal Proceedings

                 None


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


                 None

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

                                       16
<PAGE>



                                   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.



                                                 BAS CONSULTING, INC.
                                                    (Registrant)


Date:  January 29, 2004                        /s/ B. Alva Schoomer



                                             By: B. Alva Schoomer, President
                                                 (Principal Executive, Financial
                                                  and Accounting Officer)


                                       17