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 September 30, 2003.

|_|   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. |_| Yes |X| No

The number of shares outstanding of the issuer's common equity, as of November
13, 2003 was 900,000.

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


<PAGE>

                                BILLY DEAD, INC.
                          (A Development Stage Company)
                        Quarterly Report on Form 10-Q-SB
                        Quarter Ended September 30, 2003

PART I     Financial Information
Item 1     Financial Statements (unaudited)                               3
              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                                       14


PART II    Other Information                                             15
Item 1     Legal Proceedings                                             15
Item 2     Changes in Securities                                         15
Item 3     Defaults upon Senior Securities                               15
Item 4     Submission of Matters to a Vote of Security Holders           15
Item 5     Other Information                                             15
Item 6     Exhibits and Reports on Form 8-K                              15

Signatures                                                               16

Certifications                                                           17


                                       2
<PAGE>

                                     PART I

Item 1. Financial Statements.

                                Billy Dead, Inc.
                          (A Development Stage Company)

                                 Balance Sheets
<TABLE>
<CAPTION>
                                                                                  As of            As of
                                                                               September 30,    December 31,
                                                                                   2003             2002
                                                                                (Unaudited)      (Audited)
                                                                               -------------    ------------
<S>                                                                              <C>              <C>
Assets
     Current Assets
         Cash ............................................................       $   3,649        $ 25,000
         Due From Stockholders ...........................................              --        $    900
                                                                                 ---------        --------
    Total Current Assets .................................................       $   3,649        $ 25,900
    Other Assets
        Film Costs .......................................................       $  19,485        $  4,485
    Deferred Offering Costs ..............................................       $  95,230        $ 13,978
                                                                                 ---------        --------
    Total Other Assets ...................................................       $ 114,715        $ 18,463
                                                                                 ---------        --------
Total Assets .............................................................       $ 118,364        $ 44,363
                                                                                 =========        ========
Liabilities
   Current Liabilities
        Line of Credit ...................................................       $  50,000        $ 25,000
        Accounts Payable and Accrued Expenses ............................       $  77,869        $  8,815
        Accounts Payable - Related Party .................................       $  54,749        $ 20,066
                                                                                 ---------        --------
   Total Current Liabilities .............................................       $ 182,618        $ 53,881
                                                                                 ---------        --------
Total Liabilities ........................................................       $ 182,618        $ 53,881
Commitments (Notes 5 & 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 ........................       ($ 65,154)       ($10,418)
                                                                                 ---------        --------
Total Stockholders' Deficit ..............................................       ($ 64,254)       ($ 9,518)
                                                                                 ---------        --------
Total Liabilities & Stockholders' Deficit ................................       $ 118,364        $ 44,363
                                                                                 =========        ========
</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
                                                    Three Months      Nine Months     (September 24,
                                                       Ended             Ended           2002) to
                                                    September 30,     September 30,     September 30,
                                                        2003              2003              2003
                                                    (Unaudited)       (Unaudited)       (Unaudited)
                                                  ---------------------------------------------------
<S>                                                  <C>               <C>               <C>
Revenues ....................................               --                --                --
Operating Expenses:
      General and Administrative ............        $  10,166         $  52,911         $  63,329
                                                     ---------------------------------------------
Total Operating Expenses ....................        $  10,166         $  52,911         $  63,329
                                                     ---------------------------------------------
Operating Loss ..............................        ($ 10,166)        ($ 52,911)        ($ 63,329)
Other Income ................................               --                --                --
Other Expenses ..............................        ($    767)        ($  1,825)        ($  1,825)
                                                     ---------------------------------------------
Net Loss ....................................        ($ 10,933)        ($ 54,736)        ($ 65,154)
                                                     =============================================

Basic and diluted loss per share ............        ($  0.012)        ($  0.061)        ($  0.084)
                                                     =============================================
Weighted average number of shares outstanding          900,000           900,000           773,129
                                                     =============================================
</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 September 30, 2003

<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 .................................              --           --         ($54,736)         ($54,736)
                                                   -------         ----         --------          --------

Balance at September 30,2003 (unaudited) .         900,000         $900         ($65,154)         ($64,254)
                                                   =======         ====         ========          ========
</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
                                                                                        Nine            (September 24,
                                                                                     Months ended           2002) to
                                                                                    September 30,        September 30,
                                                                                         2003                 2003
Cash flows from operating activities:                                                (Unaudited)          (Unaudited)
                                                                                     -----------         -------------
<S>                                                                                   <C>                  <C>
   Net Loss ..................................................................        ($54,736)            ($65,154)
   Adjustments to reconcile net loss to net cash used in operating activities:
      Change in Operating Assets and Liabilities:
      Film costs .............................................................        ($15,001)            ($19,485)
      Accounts payable and accrued expenses ..................................        $ 69,054             $ 77,869
      Accounts payable - related party .......................................        ($46,568)            ($40,481)
                                                                                      --------             --------

             Net cash used in operating activities ...........................        ($47,251)            ($47,251)
                                                                                      --------             --------

Cash flows from financing activities:
 Proceeds from sale of common stock ..........................................        $    900             $    900
  Borrowings from bank line of credit ........................................        $ 25,000             $ 50,000
                                                                                      --------             --------

        Net cash provided by financing activities                                     $ 25,900             $ 50,900

Net increase in cash .........................................................        ($21,351)            $  3,649
Cash at beginning of period ..................................................        $ 25,000                   --
                                                                                      --------             --------

Cash at end of period ........................................................        $  3,649             $  3,649
                                                                                      ========             ========
Supplementary disclosure of cash flow information:
 Non-Cash Financing Activities
   Common stock issued to directors ..........................................              --             $    216
   Common stock issued to founders ...........................................              --             $    684
   Amount due from stockholders ..............................................              --             $    900
   Deferred offering costs ...................................................        ($69,281)            ($83,259)
Cash paid for interest .......................................................        $  1,567             $  1,567
Cash paid for income taxes ...................................................              --                   --
</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 initial registration statement on Form SB-2
for information relating to the year ended December 31, 2002.

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. The comparative statement of
operations for the period from inception (September 24, 2002) to September 30,
2002 has been excluded as there was no activity to report for this period.

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 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 $4,485 at December 31, 2002
and $19,485 at September 30, 2003. 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 $13,978 at
December 31, 2002 and $95,230 at September 30, 2003, 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
                                                     Three Months          Nine Months          Inception
                                                        Ended                Ended             (September
                                                     September 30,        September 30,        24, 2002) to
                                                         2003                 2003          September 30, 2003
Numerator:                                            (Unaudited)          (Unaudited)         (Unaudited)
                                                      -----------          -----------         -----------
<S>                                                   <C>                  <C>                  <C>
      Net loss ............................           ($ 10,933)           ($ 54,736)           ($ 65,154)
      Loss available to common stockholders           ($ 10,933)           ($ 54,736)           ($ 65,154)
                                                      =========            =========            =========
Denominator:
      Weighted average shares outstanding .             900,000              900,000              773,129
                                                      =========            =========            =========
      Basic and diluted loss per share ....           ($  0.012)           ($  0.061)           ($  0.084)
                                                      ---------            ---------            ---------
</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 initial rate as of December 31, 2002. Accrued
interest is due monthly and the note matures on December 23, 2003, 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, 2002, $25,000 had been drawn from
the line of credit and as of September 30, 2003, $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
                                                           September 30, 2003     December 31, 2002
                                                               (Unaudited)            (Audited)
                                                               -----------            ---------
<S>                                                              <C>                   <C>
              Accrued Compensation ...............               $25,001               $2,500
              Accrued Legal ......................               $24,568               $2,315
              Accrued Accounting .................               $28,300               $4,000
       --------------------------------------------              -------               ------
        Total Accounts Payable and Accrued Expenses:             $77,869               $8,815
                                                                 =======               ======
</TABLE>

7. SIGNIFICANT AGREEMENTS, COMMITMENTS & SUBSEQUENT EVENTS

Effectiveness of the Company's Registration Statement

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. The offering is being underwritten by
Civilian Capital on a best-efforts, all-or-none basis.


                                       8
<PAGE>

Chief Executive Officer and Chief Financial Officer

In October 2003, Charles Ryan resigned from his position as Chief Executive
Officer and Chief Financial Officer ("CEO/CFO") of Billy Dead, Inc., and sold
144,000 shares initially purchased by him in connection with his agreement to
serve as our CEO/CFO to Peter Fuhrman, the Company's current CEO/CFO. Mr. Ryan
remains on the board of directors and the audit committee. In October 2003,
Peter Fuhrman, who joined the board of directors for Billy Dead, Inc. in August
2003, entered into an agreement with Billy Dead, Inc. to serve as the CEO/CFO.
In compensation for his duties as CEO/CFO, Billy Dead, Inc. has agreed to pay
Mr. Fuhrman cash compensation of $150,000 ratably over a three year term
commencing with the completion of the Offering. If Mr. Fuhrman's three year term
ends prior to its full-length, subject to certain exclusions such as being
terminated for "cause", all remaining cash compensation shall be accelerated and
paid.


In connection with Mr. Ryan's resignation, the Company agreed to pay to him
$25,000 upon the completion of the Offering in recognition of his work during
the Company's formative period and in connection with the Offering. Mr. Ryan has
also retained his right to receive 1% of the "adjusted cash balances" as
contingent compensation. At the same time, Mr. Ryan sold 6,000 shares of common
stock and Ms. Lynn sold 30,000 shares of common stock to the Company's new
director, Peter Read.

Mr. Fuhrman purchased a total of 180,000 shares of the Company's outstanding
common stock, which represents 20% of the stock outstanding and which consists
of the 144,000 shares of Common Stock purchased from Mr. Ryan for $144 and the
36,000 shares Mr. Fuhrman purchased in connection with his agreement to serve as
a Director of Billy Dead, Inc. If Mr. Fuhrman resigns as Billy Dead, Inc.'s
CEO/CFO, or is terminated by Billy Dead, Inc. for "cause", a portion of his
common stock is subject to Billy Dead, Inc.'s repurchase at their then fair
market value, as determined by the board of directors and ratified by a majority
of the outside directors.

Underwriting Agreement & Warrants

Billy Dead, Inc. executed an underwriting agreement with Civilian Capital on
November 12, 2003, 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


                                       9
<PAGE>

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, an affiliate 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.

Total expenses incurred by Civilian Pictures on behalf of Billy Dead, Inc. total
$20,370 and $54,749 as of December 31, 2002 and September 30, 2003 respectively,
and include the payment of certain legal expenses relating to the Film's
copyright and intellectual property issues, totaling $4,485, which Billy Dead,
Inc. has included as a film production cost (see Film Costs Note 2). If the
Offering is not successfully completed, Billy Dead, Inc. has no obligation to
reimburse Civilian Pictures for these expenses.


                                       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 raise 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.

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. 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.


                                       11
<PAGE>

If all of the shares of Series A preferred stock are not sold within 90 days of
November 12, 2003 -- or 180 days if we choose to extend the offering period --
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.

Results of Operations

The following discussion and analysis provides information our management
believes is relevant to an assessment and understanding of our results of
operations and financial condition. The discussion should be read in conjunction
with the financial statements and footnotes that appear elsewhere in this
report.

Three and Nine Months Ended September 30, 2003 and from Inception (September 24,
2002) through September 30, 2003.

Sales. We are presently in the development stage of our motion picture
production business. We did not have any sales since inception on September 24,
2002 through September 30, 2003.

Costs and Expenses. Total costs and expenses for the three and nine months ended
September 30, 2003 were $10,933 and $54,736, respectively. These costs and
expenses are primarily related to the public offering. Our costs and expenses
totaled $65,154 since our inception.

There is no net tax benefit recognized for the quarter ended September 30, 2003
or since inception, as it has been fully offset by a valuation allowance.

Our loss per share for the three months ended September 30, 2003 was $0.012. The
loss per share was based on 900,000 weighted average common shares outstanding
for the three months ended September 30, 2003.

Liquidity and Capital Resources

As of September 30, 2003, we had cash in the amount of $3,649.

We have not generated cash flow from our operations. Our operating activities
consumed $47,251 during the nine months ended September 30, 2003 and since
inception. Our current liabilities total $182,618 at September 31, 2003 of which
$25,000 is owed to our former Chief Executive Officer, Mr. Charles Ryan,
pursuant to an agreement with our company to compensate Mr. Ryan for his
assistance in the development of Billy Dead, Inc. and the preparation for our
public offering.

Civilian Pictures, the underwriter of our public offering, has advanced on
behalf of Billy Dead, Inc. certain expenses related to our public offering.
Total expenses incurred by Civilian Pictures on behalf of Billy Dead, Inc. total
$20,066 and $54,749 as of December 31, 2002 and September 30, 2003,
respectively, and include the payment of certain legal expenses relating to the
Film's copyright and intellectual property issues, totaling $4,485, which Billy
Dead, Inc. has included as a film production cost.

Certain of Billy Dead, Inc.'s agreements, such as the underwriting agreement
executed by Billy Dead, Inc. on November 12, 2003, the effective date of the
Registration Statement for the offering of our Series A preferred stock, 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, certain of our future financial
commitments 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 Series A preferred stock offering, and if
the offering is not successful minimal obligations will remain with Billy Dead,
Inc. In this event, we plan to settle these minimal obligations and dissolve.

We expect that the funds provided by the initial public offering will be
sufficient for us to produce a feature-length motion picture tentatively titled
"Billy Dead" (the "Film"), license the Film's distribution rights and provide
for three years of general corporate expenses, if required.


                                       12
<PAGE>

Unlike a major studio which has resources to produce and distribute many movies,
we plan to produce one film. If we do not complete the Film, we do not
anticipate producing another movie. In addition, if the Film is commercially
unsuccessful we will not have the capital resources to produce another film.

Capital Expenditures

We do not expect to make capital expenditures in the next 12 months.

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, our liquidity has been adversely affected by significant losses from
operations. We reported a net loss of $10,933 for the three months ended
September 30, 2003, and net losses of $65,154 for the period from our inception
through September 30, 2002. Additionally, there is a stockholders' deficit of
$64,254 at September 30, 2003.

Plan of Operation

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 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, 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.


                                       13
<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.

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.


                                       14
<PAGE>

PART II

Item 1. Legal Proceedings.

      None.

Item 2. Changes in Securities.

      During the period July 1, 2003 through September 30, 2003, we did not
issue any securities. As of September 30, 2003, 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.

            Exhibits
(a)         --------
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.

(b)         Reports on Form 8-K

            None


                                       15
<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:  November 14, 2003


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