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

                                   Form 10-QSB

|X|     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934 For the quarterly period ended March 31, 2004.

|_|     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
        For the transition period from _________________ to _________________

                                BILLY DEAD, INC.

    A Delaware Corporation                  I.R.S. Employer Identification No.
                                                       55-0799176

                                2312 Lorenzo Dr.
                          Los Angeles, California 90068

Check whether the issuer (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. |X| Yes |_| No

The number of shares outstanding of the issuer's common equity, as of May 7,
2004 was 900,000.

Transitional Small Business Disclosure Format: Yes |_| No |X|


                                       1
<PAGE>

                                BILLY DEAD, INC.
                          (A Development Stage Company)
                        Quarterly Report on Form 10-Q-SB
                          Quarter Ended March 31, 2004

PART I    Financial Information
Item 1    Financial Statements (unaudited)
             Balance Sheets                                                   3
             Statements of Operations                                         4
             Statements of Stockholders' Deficit                              5
             Statements of Cash Flows                                         6
             Notes to Financial Statements                                    7
Item 2    Management's Discussion and Analysis and Plan of Operation
                                                                             11
Item 3    Controls and Procedures                                            17

PART II   Other Information
Item 1    Legal Proceedings                                                  18
Item 2    Changes in Securities                                              18
Item 3    Defaults upon Senior Securities                                    18
Item 4    Submission of Matters to a Vote of Security Holders                18
Item 5    Other Information                                                  18
Item 6    Exhibits and Reports on Form 8-K                                   18

Signatures                                                                   19

Certifications                                                               20


                                       2
<PAGE>

                                     PART I

Item 1. Financial Statements.

                                Billy Dead, Inc.
                          (A Development Stage Company)

                                 Balance Sheets

<TABLE>
<CAPTION>
                                                                                                   As of
                                                                                 As of          December 31,
                                                                            March 31, 2004         2003
                                                                              (Unaudited)        (Audited)
                                                                            --------------      ------------
<S>                                                                            <C>               <C>
Assets
     Current Assets
         Cash .........................................................        $   2,891         $   2,891
                                                                               ---------         ---------
    Total Current Assets ..............................................        $   2,891         $   2,891
    Other Current Assets
        Film Costs ....................................................        $  19,485         $  19,485
        Deferred Offering Costs .......................................        $ 182,531         $ 173,054
                                                                               ---------         ---------
    Total Other Assets ................................................        $ 202,016         $ 192,539
                                                                               ---------         ---------
Total Assets ..........................................................        $ 204,907         $ 195,430
                                                                               =========         =========
Liabilities
   Current Liabilities
        Line of Credit ................................................        $  50,000         $  50,000
        Accounts Payable and Accrued Expenses .........................        $  66,839         $  76,100
        Accounts Payable - Related Party ..............................        $ 163,746         $ 139,659
                                                                               ---------         ---------
   Total Current Liabilities ..........................................        $ 280,585         $ 265,759

Commitments (Note 7)

Stockholders' Deficit
      Preferred Stock $0.001 par value, 954,000 shares
           authorized, none issued and outstanding Liquidation
           preference: up to $8.75 per share, then 4:1 preference
           to common stock ............................................               --                --
     Common Stock $0.001 par value, 900,000 shares
       authorized, issued and outstanding .............................        $     900         $     900
     Deficit Accumulated During Development Stage .....................         ($76,578)         ($71,229)
                                                                               ---------         ---------
Total Stockholders' Deficit ...........................................         ($75,678)         ($70,329)
                                                                               ---------         ---------
Total Liabilities & Stockholders' Deficit .............................        $ 204,907         $ 195,430
                                                                               =========         =========
</TABLE>

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


                                       3
<PAGE>

                                Billy Dead, Inc.

                          (A Development Stage Company)

                            Statements of Operations

<TABLE>
<CAPTION>
                                                                                      Period from
                                                                                       Inception
                                                                                     (September 24,
                                                   Three Months     Three Months        2002) to
                                                  Ended March 31,       Ended          March 31,
                                                       2004        March 31, 2003        2004
                                                    (Unaudited)      (Unaudited)      (Unaudited)
                                                  ---------------  --------------    -------------
<S>                                                  <C>              <C>              <C>
Revenues ....................................               --               --               --
Operating Expenses:
      General and Administrative ............        $   4,591        $  27,744        $  73,236
                                                     ---------        ---------        ---------
Total Operating Expenses ....................        $   4,591        $  27,744        $  73,236
                                                     ---------        ---------        ---------
Operating Loss ..............................          ($4,591)        ($27,744)        ($73,236)
Other Income ................................               --               --               --
Other Expenses ..............................            ($758)           ($461)         ($3,342)
                                                     ---------        ---------        ---------
Net Loss ....................................          ($5,349)        ($28,205)        ($76,578)
                                                     =========        =========        =========

Basic and diluted loss per share ............          ($0.006)         ($0.031)         ($0.094)
                                                     =========        =========        =========
Weighted average number of shares outstanding          900,000          900,000          814,809
                                                     =========        =========        =========
</TABLE>

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


                                       4
<PAGE>

                                Billy Dead, Inc.

                          (A Development Stage Company)

                       Statements of Stockholders' Deficit
   For the periods from inception (September 24, 2002) through March 31, 2004

<TABLE>
<CAPTION>
                                                        Common Stock                                  Total
                                                  ------------------------       Accumulated     Stockholder's
                                                   Shares          Amount          Deficit      Equity (Deficit)
                                                -----------------------------------------------------------------
<S>                                                <C>            <C>              <C>              <C>
Balance at September 24, 2002 ............              --              --               --               --

Common stock issued to directors at $0.001
per share on September 24, 2002 ..........         216,000        $    216               --         $    216

Common stock issued to founders at $0.001
per share on December 1, 2002 ............         684,000        $    684               --         $    684

Net Loss .................................              --              --         ($10,418)        ($10,418)
                                                 -----------------------------------------------------------

Balance at December 31, 2002 (audited) ...         900,000        $    900         ($10,418)         ($9,518)
                                                 ===========================================================

Net Loss .................................              --              --         ($60,811)        ($60,811)
                                                 -----------------------------------------------------------

Balance at December 31, 2003 (audited) ...         900,000        $    900          (71,229)         (70,329)
                                                 ===========================================================

Net Loss .................................              --              --          ($5,349)         ($5,349)
                                                 -----------------------------------------------------------

Balance at March 31, 2004 (unaudited) ....         900,000        $    900         ($76,578)        ($75,678)
                                                 ===========================================================
</TABLE>

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


                                       5
<PAGE>

                                Billy Dead, Inc.
                          (A Development Stage Company)

                            Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                           Period from
                                                                                            Inception
                                                            Three        Three Months     (September 24,
                                                         Months ended   Ended March 31,  2002) to March 31,
                                                        March 31, 2004       2003              2004
                                                          (Unaudited)     (Unaudited)       (Unaudited)
                                                        --------------  ---------------   --------------
<S>                                                        <C>              <C>              <C>
Cash flows from financing activities:
     Net Loss .....................................         ($5,349)        ($28,205)         ($76,578)
        Adjustments to reconcile net loss to net
          cash used in operating activities:
        Change in Operating Assets and Liabilities:
        Film costs ................................              --         ($10,001)         ($19,485)
        Due From Stockholders .....................              --         $     72                --
        Prepaid Expense ...........................              --          ($2,172)               --
        Accounts payable ..........................        ($15,216)        $ 21,786         $  10,585
        Accounts payable - related party ..........        $ 20,565          ($5,953)        $  65,769
                                                           --------         --------         ---------
     Net cash used in operating activities ........              --         ($24,473)         ($19,709)
                                                           --------         --------         ---------

Cash flows from financing activities:
     Borrowings from bank line of credit ..........              --         $ 10,001         $  50,000
     Proceeds from sales of common stock ..........              --               --         $     900
     Deferred offering costs ......................              --               --          ($28,300)
                                                           --------         --------         ---------
     Net cash provided by financing activities ....              --               --         $  22,600
                                                           --------         --------         ---------

       Net (decrease) increase in cash ............             ($0)        ($14,472)        $   2,891
       Cash at beginning of period ................        $  2,891         $ 25,000                --
                                                           --------         --------         ---------

       Cash at end of period ......................        $  2,891         $ 10,528         $   2,891
                                                           ========         ========         =========

       Supplementary disclosure information:

         Non-Cash Financing Activities
                Common stock issued to directors ..              --               --         $     216
                Common stock issued to founders ...              --               --         $     684
                Amount due from stockholders ......              --         $    828         $     900
                Deferred offering costs ...........        $  9,477         ($24,613)        ($154,231)

Cash paid for interest ............................              --         $    461         $   3,341
Cash paid for income taxes ........................              --               --         $     800
</TABLE>

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


                                       6
<PAGE>

                                Billy Dead, Inc.

                          (A Development Stage Company)

                         Notes to Financial Statements

1.  BASIS OF PRESENTATION

Reference is made to the Company's annual report on Form 10-KSB for information
relating to the year ended December 31, 2003.

The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
("US GAAP") for interim financial information and with the instructions to Form
10-QSB and Rule 10-01 of Regulation S-X. Therefore, they do not include all the
information and footnotes required by US GAAP for complete financial statements.

The accompanying financial statements reflect all adjustments, which, in the
opinion of the company, are the results of operations for the interim periods
presented. All such adjustments are of a normal, recurring nature. The results
of the Company's operations for any interim period are not necessarily
indicative of the results for a full fiscal year.

Billy Dead, Inc.'s financial statements have been presented on a going concern
basis. Billy Dead, Inc.'s ability to continue as a going concern is contingent
upon raising the majority of its operational capital through an initial public
offering of Series A preferred stock (the "Offering"). Certain of Billy Dead,
Inc.'s agreements, such as the underwriting agreement executed by Billy Dead,
Inc. on November 12, 2003, the initial effective date of the Registration
Statement for the Offering, contain provisions stating that Billy Dead, Inc.'s
obligations concerning initial operating expenses and fund raising costs will
transfer to other parties if the Offering is not successful. Additionally,
future commitments, including those described in Note 7 will not be incurred if
the Offering is not successful. As a result, many of Billy Dead, Inc.'s current
and anticipated obligations are contingent upon the successful completion of the
Offering, and if the Offering is not successful minimal obligations will remain
with Billy Dead, Inc. In this event, Billy Dead, Inc. plans to settle these
minimal obligations and dissolve. No adjustments have been made to the
accompanying financial statements to provide for this uncertainty or a
liquidation basis of accounting.

2. FILM COSTS

In accordance with the American Institute of Certified Public Accountants
("AICPA") Statement of Position number 00-2 ("SOP 00-2"), Billy Dead, Inc. uses
the individual-film-forecast-computation method for amortizing film costs and
accruing participation costs. This method amortizes or accrues (i.e. expenses)
the costs in the same ratio that current period actual revenue bears to
estimated remaining unrecognized ultimate revenue as of the beginning of the
current fiscal year.

Costs for the Film included certain legal expenses relating to the Film's
copyright and intellectual property issues, totaling , $19,485 at December 31,
2003, and March 31, 2004 (unaudited). Civilian Pictures, the parent company of
the underwriter, has paid $4,485 of these fees. Billy Dead, Inc. intends to
reimburse Civilian Pictures for these expenses upon the completion of the
Offering.

3. DEFERRED OFFERING COSTS

Costs associated with Billy Dead, Inc.'s initial public offering of its Series A
Preferred stock, including legal expenses, filing fees, etc., have been
capitalized as the stock has not yet been issued. These costs totaled $173,054
at December 31, 2003, and $182,531 at March 31, 2004 (unaudited), and will be
offset against additional paid in capital when the stock is issued.


                                       7
<PAGE>

4. PROFIT (LOSS) PER COMMON SHARE

Basic net profit (loss) per common share is computed by dividing net loss by the
weighted average number of outstanding common shares during the periods
presented. Basic loss per share and diluted loss per share are the same amount
because the impact of additional shares that might have been issued under
warrant or other agreements would be anti-dilutive. This calculation was made as
follows:

<TABLE>
<CAPTION>
                                                                                                   Period from
                                                                                                    Inception
                                                                                                    (September
                                                     Three Months Ended    Three Months Ended      24, 2002) to
                                                       March 31, 2004        March 31, 2003       March 31, 2004
                                                        (Unaudited)           (Unaudited)           (Unaudited)
                                                        -----------           -----------           -----------
<S>                                                        <C>                  <C>                   <C>
Numerator:
      Net loss ..............................              ($5,349)             ($28,205)             ($76,578)
      Loss available to common stockholders .              ($5,349)             ($28,205)             ($76,578)
                                                         =========             =========             =========
Denominator:
      Weighted average shares outstanding ...              900,000               900,000               814,809
                                                         =========             =========             =========
      Basic and diluted loss per share ......              ($0.006)              ($0.031)              ($0.094)
                                                         ---------             ---------             ---------
</TABLE>

5. LINE OF CREDIT

In December 2002, Billy Dead, Inc. established a line of credit with a bank in
the amount of $50,000. A promissory note executed by Billy Dead, Inc. bears a
variable interest rate based on the bank's prime rate plus 1%, but shall not be
less than 6%, which was the rate as of December 31, 2003. Accrued interest is
due monthly and the note matures on June 30, 2004, at which time all outstanding
principal and unpaid accrued interest is due. The note is guaranteed by Peter
McDonnell, the Chief Executive Officer of Civilian Capital, Billy Dead, Inc.'s
underwriter with respect to the Offering. Billy Dead, Inc. intends to repay the
line of credit from the proceeds of the public offering of preferred stock or
remove Mr. McDonnell as the guarantor upon completion of the initial public
offering. As of December 31, 2003 and March 31, 2004 (unaudited) $50,000 had
been drawn from the line of credit..

6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:

<TABLE>
<CAPTION>
                                                            As of            As of
                                                       March 31, 2004   December 31, 2003
                                                         (Unaudited)       (Audited)
                                                         -----------       ---------
<S>                                                        <C>              <C>
           Accrued Compensation ...................        $25,001          $25,001
           Accrued Legal ..........................        $32,899          $30,799
           Accrued Accounting .....................        $ 8,939          $20,300
                                                           -------          -------
     Total Accounts Payable and Accrued Expenses: .        $66,839          $76,100
                                                           =======          =======
</TABLE>

7. SIGNIFICANT AGREEMENTS, COMMITMENTS & SUBSEQUENT EVENTS

Effectiveness of the Company's Registration Statement

On February 12, 2004, our registration statement (#333-104620) for the sale of
900,000 shares of Series A preferred stock was declared effective by the
Securities and Exchange Commission. The offering is being underwritten by
Civilian Capital on a best-efforts, all-or-none basis.


                                       8
<PAGE>

Underwriting Agreement & Warrants

Billy Dead, Inc. executed an underwriting agreement with Civilian Capital on
February 12, 2004, the effective date of its registration statement, providing
that Civilian Capital will use its best efforts to sell the securities included
in the Offering on behalf of Billy Dead, Inc. Under the terms of this agreement,
if all of the shares are sold, the underwriter shall be entitled to receive as
compensation a commission of 7%.

In connection with the Underwriting Agreement, Billy Dead, Inc. has also agreed
to issue to the underwriter, upon the completion of the Offering, warrants to
purchase up to an aggregate 54,000 shares of Series A preferred stock, $0.001
par value. The warrants will become exercisable on the first anniversary of
their issuance and will expire on the fifth anniversary.

Information relating to the warrants which Billy Dead, Inc. will be obligated to
issue (if the Offering is completed) is summarized by exercise price as follows:

                                    Warrants to be Issued

                               (if the Offering is completed)
                               ------------------------------
                                                     Exercise Price
                         Shares                        Per Share
                         ------                        ---------
                         18,000                          $ 9.19
                         18,000                          $ 9.63
                         18,000                          $10.06

The warrant shares to be issued upon exercise of the Underwriter's Warrants will
be identical in all respects to the Series A preferred shares to be sold in the
Offering. The warrants contain anti-dilution provisions providing for the
adjustment of the number of shares issuable upon exercise in certain
circumstances, as well as the exercise price. The warrants grant to the holder
and to the holders of the underlying Series A preferred stock certain rights of
registration of the shares of Series A preferred stock. The underwriter will pay
to Billy Dead, Inc. on the Closing Date of the Offering the purchase price of
$0.001 per Underwriter's Warrant (an aggregate price of $54).

The Underwriting Agreement also provides that Billy Dead, Inc. will reimburse
the underwriter for any and all fees, taxes and expenses incident to the
performance of its obligations under the Underwriting Agreement, including, but
not limited to: (i) expenses and taxes incident to the issuance and delivery to
the underwriter of the shares to be sold in the Offering; (ii) expenses and
filing fees incident the preparation and delivery of the Registration Statement
and exhibits; (iii) fees and expenses of the transfer agent and registrar, (iv)
the fees payable to the Commission and the National Association of Securities
Dealers, Inc. ("NASD").

Civilian Pictures

Civilian Pictures, the parent company of the underwriter of the Offering, has
acted in the capacity of managerial consultant to Billy Dead, Inc. and has
agreed to pay certain actual, out-of-pocket set up, operating and offering
related expenses on behalf of Billy Dead, Inc., and Billy Dead, Inc. has agreed
to repay Civilian Pictures out of the proceeds of the Offering. These expenses
relate to license fees, legal and accounting services, entertainment legal
matters, blue sky legal matters, postage, and other fees related to the
corporate establishment and initial maintenance of Billy Dead, Inc., and certain
marketing expenses, such as web site development.

Expenses incurred by Civilian Pictures on behalf of Billy Dead, Inc. totaled
$139,659 and $163,746 as of December 31, 2003 and March 31, 2004 (unaudited)
respectively, and include the payment of certain legal expenses relating to the
Film's copyright and intellectual property issues, offering costs, and corporate
start-


                                       9
<PAGE>

up expenses. If the Offering is not successfully completed, Billy Dead, Inc. has
no obligation to reimburse Civilian Pictures for these expenses.

In May 2004, the Company and Civilian Pictures entered into a written agreement
whereby Civilian Pictures will pay offering costs and certain corporate expenses
in excess of $150,000 and $75,000, respectively, that are incurred prior to the
closing of the Offering (currently anticipated for August 2004). At March 31,
2004, such costs and expenses exceeded the agreed upon amounts by approximately
$33,000. Excess amounts paid (or to be paid) by Civilian Pictures will be
settled upon the close of the offering and will reduce the Offering costs to be
applied against the proceeds of the Offering.


                                       10
<PAGE>

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

FORWARD-LOOKING STATEMENTS

This report contains "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. These statements relate to future events or the Company's future
financial performance. The Company intends the forward-looking statements
throughout this quarterly report and the information incorporated by reference
to be covered by the safe harbor provisions for forward-looking statements. All
projections and statements regarding the Company's expected financial position
and operating results, its business strategy, its financing plans and the
outcome of any contingencies are forward-looking statements. These statements
can sometimes be identified by the use of forward-looking words such as "may,"
"believe," "plan," "will," "anticipate," "estimate," "expect," "intend," and
other words and phrases of similar meaning. Known and unknown risks,
uncertainties and other factors could cause the actual results to differ
materially from those contemplated by the statements. The forward-looking
information is based on information available as of the date of this report on
Form 10-QSB and on numerous assumptions and developments that are not within our
control. Although the Company believes these forward-looking statements are
reasonable, the Company cannot assure you they will turn out to be correct.
Actual results could be materially different from our expectations due to a
variety of factors, including the following:

            o     the Company's ability to sell through its underwriter,
                  Civilian Capital, 900,000 shares of Series A preferred stock.

            o     the Company's ability to generate revenues based on the
                  production and distribution of the motion picture "Billy
                  Dead."

            o     the Company's ability to attract and employ key staff,
                  including highly skilled creative and production personnel, to
                  appear in and produce the motion picture "Billy Dead".

            o     the Company's ability to complete the film on schedule and
                  within budget.

            o     the Company's status as a development stage company with
                  limited operating history and continuing losses.

      This list is intended to identify some of the principal factors that could
cause actual results to differ materially from those described in the
forward-looking statements included elsewhere in this report.

General

Our company, Billy Dead, Inc. was formed in September 2002 as a Delaware
corporation. Billy Dead, Inc. plans to develop, produce, edit and market a
feature-length motion picture tentatively titled "Billy Dead" (the "Film").
Billy Dead, Inc. is in the development stage as its activities to date have
consisted primarily of organizational activities, such as issuing stock to the
directors and founders, establishing a line of credit and preparing for an
initial public offering of our Series A preferred stock.

Ability to Continue as a Going Concern

Our financial statements, which are a part of this Form 10-QSB, have been
presented assuming that we will continue as a going concern. As more fully
described in Note 1 of our financial statements, our liquidity has been
adversely affected by significant losses from operations. We reported net losses
of $76,578 from inception (September 24, 2002) to March 31,2004. Our ability to
continue as a going concern is contingent upon successfully completing the
Offering.


                                       11
<PAGE>

Plan of Operation

Status of Public Offering of Securities. On November 12, 2003, our registration
statement (#333-104620) for the sale of 900,000 shares of Series A preferred
stock was declared effective by the Securities and Exchange Commission. A
significant number of news articles followed, some of which contained
information inconsistent with the public offering prospectus (the "Prospectus").
In order to reduce the risk of investors' possible reliance on these news
articles, we stopped our offering on December 8, 2003 and allowed a "cooling
off" period of over two months to pass. Our underwriter, Civilian Capital,
refunded to investors all proceeds for shares purchased then held in escrow.

After stopping the offering we did not accept requests from customers to
purchase shares, and only started doing so again after the post-effective
amendment to the Registration Statement was declared effective by the Securities
and Exchange Commission on February 12, 2004. The offering is being underwritten
by Civilian Capital on a best-efforts, all-or-none basis.

Shares of our Series A preferred stock are being offered on a fully paid basis
at $8.75 per share. Our stock will be issued to purchasers only if the proceeds
from the sale of all 900,000 shares are released to us by the escrow agent. The
funds in escrow will be held for the benefit of those subscribers and will not
be subject to our creditors or applied to pay the expenses of the offering until
the offering is closed and the proceeds are released to us by the escrow agent.

If all of the shares of Series A preferred stock are not sold within the
extended offering period of 180 days of February 12, 2004, the offering will be
canceled and all monies received and held in escrow will be promptly returned to
the subscribers with interest and without deductions. During the period of
escrow subscribers will not be entitled to refunds of their subscriptions.

We presently do not have enough cash to satisfy future cash requirements. We
will need a minimum of $280,585 to pay our current liabilities as of March 31,
2004, and anticipate that additional administrative and offering expenses will
continue to accrue prior to the completion of the offering. We intend to raise
capital by the sale of our Series A preferred stock pursuant to an initial
public offering of 900,000 shares at $8.75 per unit. With the proceeds of that
offering, we intend to pay our current obligations and to produce the Film. If
we are unsuccessful in doing so, we may have to cease operations based on our
current business plan.

We were formed for a single purpose: to develop, produce and market the Film.
Our primary asset will be the copyright of the Film, which is based upon a novel
by Lisa Reardon published in 1998. We plan to utilize the funds from this
offering to produce the Film and to finance our general corporate expenses. Our
revenues will be generated through commercial licensing of the Film's
distribution rights. We expect to enter into production as soon as practical
after the completion of our offering of Series A preferred stock.

We have not generated any revenue since our inception. We are a development
stage company, and are dependent upon the raising of capital through placement
of our Series A preferred stock. There can be no assurance that we will be
successful in raising the capital we require through the sale of our Series A
preferred stock.

Source of Revenue. After completing the Film, we intend to license it through
domestic and international distribution channels, beginning with theatrical
exhibition. We plan on making the Film available for home video, DVD and
pay-per-view television approximately six months after theatrical release and
for pay television approximately one year after theatrical release.

We do not intend to pursue other operations besides commercializing the Film. In
addition, our amended certificate of incorporation and bylaws require that any
decision to change the course of our operations,


                                       12
<PAGE>

such as by producing another movie (other than a sequel or other project based
upon the copyright of the Film), would require a majority vote from the Series A
preferred stockholders.

Liquidation of Assets. A typical film project generates the vast majority of its
revenues within two years of its initial release and nearly all of its revenues
within five years of release. We therefore anticipate that at some point within
five years of the Film's initial release the expenses involved in maintaining
our existence as a public company will begin to exceed the revenues then being
generated by the Film. When expenses appear likely to exceed revenues in this
manner, we intend to dissolve Billy Dead, Inc. and distribute our remaining
assets to our stockholders.

The first step in dissolving Billy Dead, Inc. will be to sell our intangible
assets to a company that maintains a film library or is otherwise in the
business of acquiring or managing residual interests in movies. We may sell our
intangible assets for cash, stock in the acquiring company, or some combination
of the two.

We plan to begin negotiating with potential purchasers of our intangible assets
before our expenses exceed our revenues. The more attractive the offer we
receive from a potential purchaser, the earlier we will consider a sale.
Nevertheless, you cannot be certain that we will identify a suitable purchaser
for our intangible assets before our expenses exceed our revenues. As a result,
we may be forced to either sell our intangible assets for less than their true
value, or incur losses as we seek a more attractive offer.

If we are unable to complete production of the Film, no sale of assets will be
required before dissolution. Our assets would consist of any funds we receive
under the terms of a completion bond agreement, and any remaining proceeds from
this offering.

Estimated Startup, Film Development and Offering Expenses

We are a development stage company and lack any historical operating income. As
of the completion of this offering, assuming that this offering is completed
within a reasonable time frame, we estimate that our expenses will be: (1)
initial corporate startup costs of approximately $75,000; (2) film development
costs of approximately $23,000; and (3) expenses associated with this offering
of approximately $150,000, excluding the underwriting commission. In May 2004,
the Company and Civilian Pictures entered into a written agreement whereby
Civilian Pictures will pay offering costs and certain corporate expenses in
excess of $150,000 and $75,000, respectively, that are incurred prior to the
closing of the Offering (currently anticipated for August 2004). At March 31,
2004, such costs and expenses exceeded the agreed upon amounts by approximately
$33,000. Excess amounts paid (or to be paid) by Civilian Pictures will be
settled upon the close of the offering and will reduce the Offering costs to be
applied against the proceeds of the Offering.

Future Results of Operation

Our future operating results will be subject to significant business, economic
and competitive uncertainties and contingencies, many of which are beyond our
control.

Revenue Recognition. In accordance with industry practice and generally accepted
accounting principles, we intend to recognize revenues from the theatrical
distribution of the Film on the dates of exhibition. We intend to recognize
revenues from home video distribution during the period the Film is available
for retail sale.

Expense Recognition. In accordance with industry practice and generally accepted
accounting principles, we intend to initially capitalize the production costs of
the Film. We will then amortize these production costs based upon the following
ratio:

o     the revenue earned in a given period; compared to

o     our projections of the total revenues the Film may eventually realize.


                                       13
<PAGE>

We expect that the Film will generate the majority of its revenues within two
years of its initial release, after exhibition in theatrical, home video and
DVD, pay television and pay-per-view markets. Therefore, a majority of its
production costs will have been amortized.

The commercial potential of the Film is impossible to predict. Therefore, it is
impossible to predict Billy Dead, Inc.'s income or losses with any accuracy. We
therefore intend to regularly review and revise our revenue projections, which
may result in a change of either the rate at which we amortize our production
costs, or a write-down of the Film as an asset.

The Film is more likely to report losses, particularly in the year of its
release, by using this method of accounting for production costs. This is
because, if we estimate that our revenues will ultimately fall short of our
projections, we will immediately recognize substantial losses through increased
amortization. However, if the Film is a success, profits will be recognized over
our estimate of the Film's entire revenue stream. This may result in significant
fluctuations in reported income or loss, particularly on a quarterly basis,
depending on our ability to generate revenues throughout the various
distribution channels.

Termination Plans

The following section includes brief discussions of certain U.S. federal tax
issues that may result from a decision to dissolve Billy Dead, Inc. We have not
requested a ruling from the Internal Revenue Service, or IRS, on the tax
consequences of owning our Series A preferred stock upon our dissolution. As a
result, the IRS could disagree with portions of this discussion. You are urged
to consult your own tax advisor with respect to the particular tax consequences
of your ownership and disposition of our Series A preferred stock, including the
effect of any state, local, foreign or other tax laws; or any changes in tax
laws.

A typical film project generates the vast majority of its revenues within two
years of its initial release and nearly all of its revenues within five years of
release. We therefore anticipate that at some point within five years of the
Film's initial release the expenses involved in maintaining our existence as a
public company will begin to exceed the revenues then being generated by the
Film. When expenses appear likely to exceed revenues in this manner, we intend
to dissolve Billy Dead, Inc. and distribute our remaining assets to our
stockholders.

Liquidation of Assets. If we decide to dissolve, we anticipate having both
tangible and intangible assets. Our tangible assets will consist of the Film's
net proceeds, if any. Our intangible assets will consist of:

o     any present or future rights to license the Film for distribution that we
      have retained or that will eventually revert back to us; and

o     any present or future residual rights we have retained to license or
      assign the Film's copyrights and trademarks for use in connection with
      sequels, adaptations, novelizations, merchandising and other ancillary
      projects.

The first step in dissolving Billy Dead, Inc. will be to sell these intangible
assets to a company that maintains a film library or is otherwise in the
business of acquiring or managing residual interests in movies. We may sell our
intangible assets for cash, stock in the acquiring company, or some combination
of the two.

We plan to begin negotiating with potential purchasers of our intangible assets
before our expenses exceed our revenues. The more attractive the offer we
receive from a potential purchaser, the earlier we will consider a sale.
Nevertheless, you cannot be certain that we will identify a suitable purchaser
for our intangible assets before our expenses exceed our revenues. As a result,
we may be forced to either sell our intangible assets for less than their true
value, or incur losses as we seek a more attractive offer.


                                       14
<PAGE>

If we are unable to complete production of the Film, no sale of assets will be
required before dissolution. Our assets would consist of any funds we receive
under the terms of a completion bond agreement, and any remaining proceeds from
this offering.

Distribution to Stockholders. The Delaware General Corporation Law and our
articles of incorporation provide the manner in which our assets must be
distributed on dissolution.

o     First, dissolution must be approved by a vote of 50% of the outstanding
      shares of our capital stock, voting together as one class, where the
      holders of common stock have one vote per share and where the holders of
      Series A preferred stock have one-half vote per share.

o     Second, we will pay any remaining obligations of Billy Dead, Inc.,
      including any remaining contingent compensation, such as residual payments
      to creative guilds or "net participation" payments to creative
      participants.

o     Third, we will be required to set aside an amount we believe is reasonably
      necessary to pay any known, pending or future claims against, or
      obligations of, Billy Dead, Inc. As far as we are aware there are no
      customary additional amounts (or percentages of assets) that movie
      production companies generally set aside upon dissolution. We therefore
      intend to set aside a reserve for taxes and further use our best judgment
      to determine if we should set aside any additional amounts.

o     Fourth, we will make a distribution to the holders of our Series A
      preferred stock of up to $8.75 per share (the price at which we are
      selling shares of Series A preferred stock in this offering) less any cash
      previously distributed to such holders. If our remaining assets are
      insufficient to make this distribution, we will distribute these assets
      proportionately among the preferred holders.

o     Fifth, if we make a full distribution of $8.75 to the Series A preferred
      stockholders and still have assets remaining for distribution, we will
      distribute 80% of these assets to the Class A preferred stockholders and
      20% to the common stockholders.

If the warrants to be issued to Civilian Capital to purchase 54,000 additional
shares of Series A preferred stock have been exercised by Civilian Capital prior
to dissolution, the aggregate amount to be distributed to the holders of Series
A preferred stock, which will equal 80% of the total amount to be distributed to
the holders of all our capital stock, will be allocated among 954,000
outstanding shares of Series A preferred stock, rather than among only the
900,000 shares to be issued in this offering.

Cash flow distribution model. The following chart illustrates the possible cash
flow we anticipate for Billy Dead, Inc. This is a simplified overview of a very
complex process and does not take into account certain intricacies, such as tax
laws, any residual payment obligations we may be required to pay creative
guilds, or any amounts we will be required to set aside to pay any anticipated
claims against Billy Dead, Inc. We cannot be certain that there will be any
assets available for distribution to our Series A preferred stockholders if we
decide to dissolve, or that any such distributions will allow our stockholders
to recover the full amount of their investment.

Nonetheless, we feel it may be useful to potential purchasers of our Series A
preferred stock to present the following flow-chart:


                                       15
<PAGE>

       -----------------------------------------------------------------
                                    Revenues
       -----------------------------------------------------------------
           Theatrical/      DVD/Video      Pay & Other      Other:
            Box Office   Sales & Rental     Television  *Non-Theatrical
                                                          *Ancillary
       -----------------------------------------------------------------
                                      Less
                                       |
                         ------------------------------
                               Distribution Costs
                         ------------------------------
                                       |
                           Proceeds ("Gross Receipts")
                                       |
                         ------------------------------
                                Billy Dead, Inc.
                         ------------------------------
                                       |
                                      Less
                                       |
                         ------------------------------
                             Film Costs, Corporate
                                Expenses & Taxes
                         ------------------------------
                                       |
                                  Reserve for
                                       |
             Distribute upon -------------------------
 -----------    dissolution    Series A Preference
  Series A  ---------------  of up to $8.75 per share
 (Investors)                 -------------------------
------------                           |
                                  Resulting in
                         ------------------------------
                             Adjusted Cash Balance
                          ("Adjusted Gross Receipts")
                         ------------------------------
                    62.5% Reserve       37.5% Contingent Compensation
                         |                             |
                         |                      -----------------
                         |                      |                |
                         |                    (29%)            (8.5%)
                --------------------------      |                |
                 Shareholder Distributions  ------------    ---------
                --------------------------  Non-Founders     Founders
                   |                 |      ------------    ---------
                  80%   Distribute  20%
                   |      upon       |
                   |    dissolution  |
              -----------        ----------
                Series A           Common
              (Investors)        (Founders)
              -----------        ----------

Tax Consequences of a Liquidating Distribution. If we dissolve and completely
liquidate Billy Dead, Inc., we intend to organize our liquidating distribution:
(1) as a tax free return of capital to our stockholders; and then (2) as taxable
capital gains paid from our earning and profits.

A return of capital would be, in this case, a return of any portion of your
$8.75 per share investment in our Series A preferred stock, which would
therefore reduce the basis of your investment. In other words, any liquidating
distributions you receive are not taxable until you have recovered the basis of
your stock. After the basis has been reduced to zero, you must report the
liquidating distribution as a capital gain. Whether you report the gain as a
long-term or short-term capital gain depends on how long you have held the
stock.

If the total liquidating distribution you receive is less than the basis of your
stock of $8.75 you may have a capital loss. You can report a capital loss after
receiving a final liquidating distribution that results in the redemption or
cancellation of our Series A preferred stock.

Recent changes in tax laws may impact our decision as to whether we liquidate
Billy Dead, Inc. or distribute our profits to stockholders through alternate
mechanisms, such as dividends. We intend to make this decision based upon our
consideration of then current tax laws. Regardless of our decision, our strategy
will be to return capital to our stockholders while minimizing the tax
consequences of such a return.


                                       16
<PAGE>

ITEM 3.  Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures: An evaluation of Billy
Dead Inc.'s disclosure controls and procedures (as defined in section 13(a) -
14(c) of the Securities Exchange Act of 1934 (the "Act")) was carried out under
the supervision and with the participation of our Chief Executive Officer and
Chief Financial Officer within the 90-day period preceding the filing date of
this quarterly report. He concluded that our disclosure controls and procedures
as currently in effect are effective in ensuring that the information required
to be disclosed by us in the reports we file or submit under the Act is (i)
accumulated and communicated to management in a timely manner, and (ii)
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms.

(b) Changes in Internal Controls: Since the above mentioned evaluation, Billy
Dead, Inc. did not make any significant changes in, nor take any corrective
actions regarding, its internal controls or other factors that could
significantly affect these controls.


                                       17
<PAGE>

PART II

Item 1. Legal Proceedings.

      None.

Item 2. Changes in Securities.

      During the period January 1, 2004 through March 31, 2004, we did not issue
any securities. As of March 31, 2004, we had 900,000 shares of common stock
outstanding.

Item 3. Defaults Upon Senior Securities.

      Not applicable.

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

      Not applicable.

Item 5. Other Information.

      Not applicable.

Item 6. Exhibits and Reports on Form 8-K.

(a)               Exhibits

Number            Exhibit

31.1              Certification of Chief Executive Officer pursuant to Exchange
                  Act Rules 13a-14(a) and 15(d)-14(a), adopted pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002.

31.2              Certification of Chief Financial Officer pursuant to Exchange
                  Act Rules 13a-14(a) and 15(d)-14(a), adopted pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002.

32.1              Certification of Chief Executive Officer pursuant to 18 U.S.C.
                  Section 1350, adopted pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.

32.2              Certification of Chief Financial Officer pursuant to 18 U.S.C.
                  Section 1350, adopted pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.

99.1              Agreement between Billy Dead, Inc. and Civilian Pictures
                  regarding reimbursement of funds advanced.

(b)               Reports on Form 8-K

                  None


                                       18
<PAGE>

SIGNATURES

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

                                   Billy Dead, Inc.

                                   ---------------------------------

                                   (Registrant)

                         By:       /s/ Peter S. Fuhrman

                                   ---------------------------------

                                   Peter S. Fuhrman
                                   Chief Executive Officer and Chief
                                   Financial Officer

                         Date:     May 14, 2004

                                   ---------------------------------


                                       19