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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION** Washington, D.C. 20549

FORM 10-QSB

xQuarterly
  Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2004

 ̈Transition
  Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period _________ to __________

Commission File Number 000-50693

JAVAKINGCOFFEE, INC.
  (Exact name of small Business Issuer as specified in its charter)

|Nevada                                          | 71-0915828                       
|----------------------------------------------- | ---------------------------------
|(State or other jurisdiction of                 | (IRS Employer Identification No.)
|incorporation or organization)                  |                                  
|                                                |                                  
|                                                |                                  
|Suite 248, 811A Ryan Road,                      |                                  
|Richmond, British Columbia, Canada              | V7A 2E4                          
|(Address of principal executive offices)        | (Zip Code)                       
|                                                |                                  
|Issuer's telephone number, including area code: | 778-891-5280                     

NOT APPLICABLE 
  (Former name, former address and former fiscal year end, if changed since last
  report)

Check whether the issuer (1) filed all reports required to
  be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the past twelve months (or for such shorter period that the issuer was required
  to file such reports), and (2) has been subject to such filing requirements
  for the past 90 days: Yes  ̈
  No x

State the number of shares outstanding of each of the issuer's
  classes of common stock, as of the latest practicable date: 3,500,000 shares
  of common stock issued and outstanding as of October 15, 2004.

Transitional Small Business Disclosure Format (check one):
  Yes  ̈No x

1

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PART I.             FINANCIAL
  INFORMATION

ITEM 1.             FINANCIAL
  STATEMENTS.

2

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JAVAKINGCOFFEE, INC.

(A Development Stage Company)

INTERIM FINANCIAL STATEMENTS

March 31, 2004

(Stated in US Dollars)

(Unaudited)



F-1

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JAVAKINGCOFFEE, INC.
  (A Development Stage Company) 
  INTERIM BALANCE SHEETS 
  March 31, 2004 and December 31, 2003 
  (Stated in US Dollars) 
  (Unaudited)

|                                                             |   | March 31, |   |   | December 31, |  
|------------------------------------------------------------ | - | --------- | - | - | ------------ | -
|                                                             |   | 2004      |   |   | 2003         |  
|ASSETS                                                       |  
|                                                             |   |           |   |   |              |  
|Current                                                      |   |           |   |   |              |  
|Cash and
      cash equivalents                              | $ | 10,915    |   | $ | 20,610       |  
|                                                             |   |           |   |   |              |  
|LIABILITIES                                                  |  
|Current                                                      |   |           |   |   |              |  
|Accounts
      payable and accrued liabilities               | $ | 12,794    |   | $ | 13,745       |  
|Due to
      related parties  Note 3                        |   | 23,600    |   |   | 27,100       |  
|                                                             |   |           |   |   |              |  
|                                                             |   | 36,394    |   |   | 40,845       |  
|                                                             |   |           |   |   |              |  
|STOCKHOLDERS' DEFICIENCY                                     |  
|Capital stock                                                |   |           |   |   |              |  
|Authorized:                                                  |   |           |   |   |              |  
|25,000,000 common shares, par
      value $0.001 per share   |   |           |   |   |              |  
|Issued
      and outstanding:                                |   |           |   |   |              |  
|3,500,000 common shares (December
      31, 2003: 3,500,000) |   | 3,500     |   |   | 3,500        |  
|Additional paid-in capital                                   |   | 31,500    |   |   | 31,500       |  
|Deficit accumulated during the development stage             |   | (60,479   | ) |   | (55,235      | )
|                                                             |   |           |   |   |              |  
|                                                             |   | (25,479   | ) |   | (20,235      | )
|                                                             |   |           |   |   |              |  
|                                                             | $ | 10,915    |   | $ | 20,610       |  

SEE ACCOMPANYING NOTES

F-2

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JAVAKINGCOFFEE, INC.
  (A Development Stage Company) INTERIM STATEMENTS OF OPERATIONS
  for the three months ended March 31, 2004 and 2003 
  and for the period from July 15, 2002 (Date of Incorporation) to March 31, 2004
  (Stated in US Dollars)
  (Unaudited)

|                                     |   |                    |   |   |                |   |   | July 15, 2002 |  
|------------------------------------ | - | ------------------ | - | - | -------------- | - | - | ------------- | -
|                                     |   |                    |   |   |                |   |   | (Date of      |  
|                                     |   | Three months ended |   |   | Incorporation) |  
|                                     |   | March 31,          |   |   | to March 31,   |  
|                                     |   | 2004               |   |   | 2003           |   |   | 2004          |  
|Revenue                              |   |                    |   |   |                |   |   |               |  
|Interest
      income                | $ | -                  |   | $ | 5              |   | $ | 20            |  
|                                     |   |                    |   |   |                |   |   |               |  
|                                     |   |                    |   |   |                |   |   |               |  
|Expenses                             |   |                    |   |   |                |   |   |               |  
|Marketing
      and advertising      |   | -                  |   |   | -              |   |   | 12,100        |  
|Office
      and miscellaneous       |   | 79                 |   |   | 151            |   |   | 167           |  
|Professional
      fees              |   | 5,165              |   |   | 4,353          |   |   | 44,637        |  
|Registration
      and filing fees   |   | -                  |   |   | -              |   |   | 1,595         |  
|Website
      design and maintenance |   | -                  |   |   | -              |   |   | 2,000         |  
|                                     |   |                    |   |   |                |   |   |               |  
|                                     |   | 5,244              |   |   | 4,504          |   |   | 60,499        |  
|                                     |   |                    |   |   |                |   |   |               |  
|Net loss for the period              | $ | (5,244             | ) | $ | (4,499         | ) | $ | ( 60,479      | )
|                                     |   |                    |   |   |                |   |   |               |  
|Basic and diluted loss per share     | $ | (0.00              | ) | $ | (0.00          | ) |   |               |  
|                                     |   |                    |   |   |                |   |   |               |  
|Weighted average number of shares    |   |                    |   |   |                |   |   |               |  
|outstanding                          |   | 3,500,000          |   |   | 3,500,000      |   |   |               |  

SEE ACCOMPANYING NOTES

F-3

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JAVAKINGCOFFEE, INC.
  (A Development Stage Company) INTERIM STATEMENTS OF CASH FLOWS 
  for the three months ended March 31, 2004 and 2003 
  and for the period from July 15, 2002 (Date of Incorporation) to March 31, 2004
  
  (Stated in US Dollars)
  (Unaudited)

|                                                            |   |                    |   |   |                |   |   | July 15, 2002 |  
|----------------------------------------------------------- | - | ------------------ | - | - | -------------- | - | - | ------------- | -
|                                                            |   |                    |   |   |                |   |   | (Date of      |  
|                                                            |   | Three months ended |   |   | Incorporation) |  
|                                                            |   | March 31,          |   |   | to March 31,   |  
|                                                            |   | 2004               |   |   | 2003           |   |   | 2004          |  
|                                                            |   |                    |   |   |                |   |   |               |  
|Cash flows used in Operating Activities                     |   |                    |   |   |                |   |   |               |  
|Net loss
      for the period                               | $ | (5,244             | ) | $ | (4,499         | ) | $ | ( 60,479      | )
|Adjustments
      to reconcile net loss to net cash used by |   |                    |   |   |                |   |   |               |  
|operating activities                                        |   |                    |   |   |                |   |   |               |  
|Increase (decrease) in accounts payable and accrued         |   |                    |   |   |                |   |   |               |  
|liabilities                                                 |   | (4,451             | ) |   | 493            |   |   | 12,794        |  
|                                                            |   |                    |   |   |                |   |   |               |  
|Net cash used in operating activities                       |   | (9,695             | ) |   | (4,006         | ) |   | (47,685       | )
|                                                            |   |                    |   |   |                |   |   |               |  
|Cash flows provided by Financing Activities                 |   |                    |   |   |                |   |   |               |  
|Issuance
      of common shares                             |   | -                  |   |   | -              |   |   | 35,000        |  
|Increase
      (decrease) in due to related parties         |   | -                  |   |   | (5,000         | ) |   | 23,600        |  
|                                                            |   |                    |   |   |                |   |   |               |  
|Net cash provided by (used in) financing activities         |   | -                  |   |   | (5,000         | ) |   | 58,600        |  
|                                                            |   |                    |   |   |                |   |   |               |  
|Increase (decrease) in cash during the period               |   | (9,695             | ) |   | (9,006         | ) |   | 10,915        |  
|                                                            |   |                    |   |   |                |   |   |               |  
|Cash, beginning of period                                   |   | 20,610             |   |   | 25,874         |   |   | -             |  
|                                                            |   |                    |   |   |                |   |   |               |  
|Cash, end of period                                         | $ | 10,915             |   | $ | 16,868         |   | $ | 10,915        |  
|                                                            |   |                    |   |   |                |   |   |               |  
|Supplemental disclosure of cash flow information:           |   |                    |   |   |                |   |   |               |  
|Cash paid
      for:                                        |   |                    |   |   |                |   |   |               |  
|Interest                                                    | $ | -                  |   | $ | -              |   | $ | -             |  
|                                                            |   |                    |   |   |                |   |   |               |  
|Income taxes                                                | $ | -                  |   | $ | -              |   | $ | -             |  

SEE ACCOMPANYING NOTES

F-4

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JAVAKINGCOFFEE, INC.
  (A Development Stage Company) 
  INTERIM STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY) 
  for the period from July 15, 2002 (Date of Incorporation) to March 31, 2004
  
  (Stated in US Dollars)
  (Unaudited)

|                              |              |  |   |         |  |   | Additional |  |   |         |   |   |         |  
|----------------------------- | ------------ |  | - | ------- |  | - | ---------- |  | - | ------- | - | - | ------- | -
|                              | Common Stock |  |   | Paid-in |  |   |            |  |   |         |  
|                              | Shares       |  |   | Amount  |  |   | Capital    |  |   | Deficit |   |   | Total   |  
|Capital stock issued for cash |              |  |   |         |  |   |            |  |   |         |   |   |         |  
| at $0.01                    | 3,500,000    |  | $ | 3,500   |  | $ | 31,500     |  | $ | -       |   | $ | 35,000  |  
|Net loss for the period       | -            |  |   | -       |  |   | -          |  |   | (22,226 | ) |   | (22,226 | )
|                              |              |  |   |         |  |   |            |  |   |         |   |   |         |  
|Balance, December 31, 2002    | 3,500,000    |  |   | 3,500   |  |   | 31,500     |  |   | (22,226 | ) |   | 12,774  |  
|Net loss for the year         | -            |  |   | -       |  |   | -          |  |   | (33,009 | ) |   | (33,009 | )
|                              |              |  |   |         |  |   |            |  |   |         |   |   |         |  
|Balance, December 31, 2003    | 3,500,000    |  |   | 3,500   |  |   | 31,500     |  |   | (55,235 | ) |   | (20,235 | )
|Net loss for the period       | -            |  |   | -       |  |   | -          |  |   | 5,244   | ) |   | (5,244  | )
|                              |              |  |   |         |  |   |            |  |   |         |   |   |         |  
|Balance, March 31, 2004       | 3,500,000    |  | $ | 3,500   |  | $ | 31,500     |  | $ | (60,479 | ) | $ | (25,479 | )

SEE ACCOMPANYING NOTES

F-5

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JAVAKINGCOFFEE, INC.
  (A Development Stage Company) 
  NOTES TO THE INTERIM FINANCIAL STATEMENTS 
  March 31, 2004
  (Stated in US Dollars)
  (Unaudited)

|Note 1 | Interim Financial Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | While the information presented
        in the accompanying three months to March 31, 2004 interim financial statements
        is unaudited, it includes all adjustments which are, in the opinion of
        management, necessary to present fairly the financial position, result
        of operations and cash flows for the interim period presented in accordance
        with the accounting principles generally accepted in the United States
        of America. In the opinion of management, all adjustments considered necessary
        for a fair presentation of the results of operations and financial position
        have been included and all such adjustments are of a normal recurring
        nature.          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | Operating results for the
        quarter ended March 31, 2004 are not necessarily indicative of the results
        that can be expected for the year ending December 31, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Note 2 | Continuance of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | The Company is in the business
        of improving the current status of existing coffee shops by providing
        training to make a full line of specialty coffee products and providing
        booklets on operating specialty coffee outlets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | The financial statements
        have been prepared using generally accepted accounting principles in the
        United States of America applicable for a going concern which assumes
        that the Company will realize its assets and discharge its liabilities
        in the ordinary course of business. As at March 31, 2004, the Company
        has a working capital deficiency of $25,479 and has accumulated losses
        of $60,479 since its commencement. Its ability to continue as a going
        concern is dependent upon the ability of the Company to obtain the necessary
        financing to meet its obligations and pay its liabilities arising from
        normal business operations when the come due.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Note 3 | Due to Related Parties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | The amount due to related
        parties consist of advances from directors of the Company and are unsecured,
        non-interest bearing and have no specific terms for repayment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

F-6

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ITEM 2.             MANAGEMENT'S
  DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Quarterly Report constitute
  "forward-looking statements" within the meaning of Section 27A of the Securities
  Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities
  Exchange Act of 1934 (the "Exchange Act"). These statements, identified by words
  such as "plan", "anticipate," "believe," "estimate," "should," "expect" and
  similar expressions, include our expectations and objectives regarding our future
  financial position, operating results and business strategy. These statements
  reflect the current views of management with respect to future events and are
  subject to risks, uncertainties and other factors that may cause our actual
  results, performance or achievements, or industry results, to be materially
  different from those described in the forward-looking statements. Such risks
  and uncertainties include those set forth under this Item 2. "Management's Discussion
  and Analysis or Plan of Operation" and elsewhere in this Quarterly Report. We
  advise you to carefully review the reports and documents we file from time to
  time with the Securities and Exchange Commission ("SEC"), particularly our annual
  reports on Form 10-KSB, our quarterly reports on Form 10-QSB and our current
  reports on Form 8-K.

As used in this Quarterly Report, the terms "we", "us", "our",
  "the Company" and "Javakingcoffee" mean Javakingcoffee, Inc. unless otherwise
  indicated. All dollar amounts in this Quarterly Report are in U.S. dollars unless
  otherwise stated.

INTRODUCTION

The following discussion and analysis summarizes our plan
  of operations for the next twelve months, our results of operations for the
  three month period ended March 31, 2004 and changes in our financial condition
  from December 31, 2003. This discussion should be read in conjunction with our
  Amendment No. 4 to our Registration Statement on Form SB-2, filed with the SEC
  on April 13, 2004.

We were incorporated on July 15, 2002 under the laws of the
  State of Nevada under the name "Titan Web Solutions, Inc." On August 18, 2003,
  we changed our name to "Javakingcoffee, Inc."

We are in the business of offering a full range of business
  consulting services to retailers in the specialty coffee industry in China.
  We provide advice and assistance to entrepreneurs and small business owners
  in China on the development and operation of trendy, high-volume specialty coffee
  retail outlets.

The number of specialty coffee shops in China has grown quickly
  over the last few years, particularly in Beijing and Shanghai. As the popularity
  of coffee drinking among white collar workers and college students in China
  continues to grow, we believe that a large number of independent specialty coffee
  shops will be opened in the near future. As a result, we believe that there
  will be a market for businesses able to provide knowledge and expertise on how
  to design and operate North American style specialty coffee outlets.

In order to assist the development of our business, we have
  drafted an online operations manual as a tool for our prospective clients. This
  operations manual, written in Chinese, is designed to assist prospective clients
  to:

determine the type of specialty coffee business that is suitable for
      them;evaluate the local market for a specialty coffee business;select locations for the specialty coffee business


3

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- identify and select appropriate suppliers and equipment;
- develop a well-organized business plan;
- train and recruit employees; and
- market their business.

In the future, existing and prospective clients will be given
  a password that will enable them to access the operations manual from our website.
  If our initial efforts are successful and we are able to generate significant
  revenues, we hope to expand our website to function as an online community where
  future clients can interact with one another and obtain information on economic
  trends and trends within the specialty coffee industry.

In addition, our President, Chen (Jason) Wu, has continued
  to develop business contacts within China. As a result of Mr. Wu's efforts,
  the State Economic Trade Commission of China (the "SETC"), the Economic and
  Trade Commission of the Province of Jiangsu (the "ETCJ") and a private company
  known as the Hailan Group have each agreed to assist our efforts to seek prospective
  clients. Through these entities, we were introduced to our two existing clients,
  Beijing CXSD Investment Co., Ltd. ("Beijing CXSD") and H&H Co., Ltd. ("H&H").
  See Item 5. "Other Information". Although the SETC, the ETCJ and the Hailan
  Group have agreed to assist our efforts to seek additional clients, our arrangements
  with them are informal and they have provided no assurances that they will be
  able to secure clients on our behalf.

PLAN OF OPERATIONS

Over the next twelve months we will complete our obligations
  to Beijing CXSD and H&H. We will also continue to develop our business by
  marketing our services and developing our business contacts, and by conducting
  research and gathering information on developments and trends in the specialty
  coffee industry. Specifically, we intend to engage in the following business
  development activities:

|1. | Website Development and Online Operations
        Manual: We expect to spend approximately $2,000 over the next twelve
        months on the continued development and maintenance of our website at
        www.javakingcoffee.com, and on the continued development of our online
        operations manual. Our website is currently operational and we have completed
        a draft of our operations manual. We expect to have a finalized operations
        manual ready for use by future clients sometime in the next six months.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | Marketing and Business Development:
        We expect to spend approximately $4,000 over the next twelve months on
        marketing and business development activities. We expect to spend these
        funds on the following activities:                                                                                                                                                                                                                                                                                               
|  
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

4

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| |     | agreed to use his own funds for trips to China to build brand recognition
      and to continue to develop valuable business contacts in China.                                      
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (c) | We will continue to market and promote our business through traditional
      advertising and promotional media such as newspapers, trade publications,
      email and the Internet.

In addition to the above expenses, we expect to spend approximately
  $24,000 over the next twelve months on professional fees, including audit, accounting
  and legal fees associated with meeting our reporting obligations under the Securities
  Act and the Exchange Act.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
  AND RESULTS OF OPERATIONS

|First Quarter Summary |   |                                   |   |   |        |   |               | 
|--------------------- | - | --------------------------------- | - | - | ------ | - | ------------- | 
|                      |   | Three Months Ended March
      31 |  
|                      |   |                                   |   |   |        |   | Percentage    | 
|                      |   | 2004                              |   |   | 2003   |   | Inc. / (Dec.) | 
|                      |   |                                   |   |   |        |   |               | 
|Revenue               | $ | --                                |   | $ | 5      |   | (100)%        | 
|Expenses              |   | (5,244                            | ) |   | (4,504 | ) | 16.4%         | 
|Net Income (Loss)     | $ | (5,244                            | ) | $ | (4,499 | ) | (16.6)%       | 

Revenues

We did not earn any revenues during the three month period
  ended March 31, 2004. During the three month period ended September 30, 2004,
  being the date of our most recent financial statements, we earned revenues of
  $19,000 for services provided to Beijing CXSD and H&H. Under the extended
  terms of our agreement with Beijing CXSD, we expect to receive aggregate fees
  in the amount of $5,000. Under the extended terms of our agreement with H&H,
  we expect to receive aggregate fees in the amount of $25,000. See Item 5. "Other
  Information".

Expenses

The major components of our expenses are outlined in the table
  below:

|                               |   | Three Months Ended
      March 31 | 
|------------------------------ | - | --------------------------------- | 
|                               |   |                                   | 
|                               |   | 2004                              | 
|Marketing and Advertising      | $ | --                                | 
|Office and Miscellaneous       |   | 79                                | 
|Professional Fees              |   | 5,165                             | 
|Registration and Filing Fees   |   | --                                | 
|Website Design and Maintenance |   | --                                | 
|Total Expenses                 | $ | 5,244                             | 

5

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If we are successful in securing a significant number of additional
  contracts for the provision of our services, of which there is no assurance,
  we expect that our expenses will increase significantly as we will have to hire
  and train additional employees and engage the services of professional industrial
  designers and other third party sub-contractors to assist in the construction
  and design of specialty coffee shops. If we engage the services of third party
  sub-contractors, we expect to incorporate the fees charged by those sub-contractors
  into the fees that we charge our clients.

Liquidity and Capital Resources

|Cash Flows                                    |   |                                   |   |   |        |  
|--------------------------------------------- | - | --------------------------------- | - | - | ------ | -
|                                              |   | Three Months Ended
      March 31 |  
|                                              |   | 2004                              |   |   | 2003   |  
|Net Cash from (used in) Operating Activities  | $ | (9,695                            | ) | $ | (4,006 | )
|Net Cash from (used in) Financing Activities  |   | --                                |   |   | (5,000 | )
|Net Increase (decrease) in Cash During Period | $ | (9,695                            | ) | $ | (9,006 | )

As we had no revenue and obtained no financing during the
  three month period ended March 31, 2004, we had negative cash flows for this
  period.

|Working Capital         |   |                  |   |   |                  |   |                       | 
|----------------------- | - | ---------------- | - | - | ---------------- | - | --------------------- | 
|                        |   |                  |   |   |                  |   | Percentage            | 
|                        |   | At Mar. 31, 2004 |   |   | At Dec. 31, 2003 |   | Increase / (Decrease) | 
|Current Assets          | $ | 10,915           |   | $ | 20,610           |   | (47.0)%               | 
|Current Liabilities     |   | (36,394          | ) |   | (40,845          | ) | (10.8)%               | 
|Working Capital Deficit | $ | (25,479          | ) | $ | (20,235          | ) | 25.9%                 | 

Our current liabilities at March 31, 2004 include $23,600
  payable to our directors for advances made by them to the Company. These advances
  are unsecured, non-interest bearing and have no specific terms for repayment.

Our working capital deficit increased by 25.9% during the
  three month period ended March 31, 2004. This increase in our working capital
  deficit is primarily a result of the fact that we had no revenues or substantial
  sources of financing during this period and were required to use existing cash
  to meet our liabilities as they became due.

As of September 30, 2004, being the date of our most recent
  financial statements, we had cash and cash equivalents of $18,607 and a working
  capital deficit of $35,762. It is the opinion of our management that our existing
  cash and cash equivalents will not be sufficient to meet our working capital
  requirements over the next twelve months. As such, we will require additional
  financing in order to continue our operations. Our directors, Messrs. Wu, Madanayake
  and Tony Castro, have executed a Memorandum of Understanding, pursuant to which
  they have agreed to advance up to $100,000, collectively, in additional capital
  to us if needed. Pursuant to this Memorandum of Understanding, when we are in
  need of cash, we can notify each of Messrs. Wu, Madanayake and Castro in writing
  and demand a loan. Depending upon each individual's personal financial condition
  at the time the demand is made, the individual in the better financial position
  may loan a greater proportion of the funds required than the others. In exchange
  for any advances made by Messrs. Wu, Madanayake and Castro, we will issue promissory
  notes evidencing our indebtedness. Although Messrs. Wu, Madanayake and Castro
  have agreed to advance us funds as described above, there is no assurance that
  they will be able to continue to provide us with sufficient financing in order
  to allow

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us to continue our operations. If Messrs. Wu, Madanayake and
  Castro are unable to provide us with necessary funds or if our funding needs
  are greater than the $100,000 they have agreed to loan us, then there is no
  assurance that we will be able to obtain alternate financing on terms favorable
  to us, if at all. If we are unable to obtain financing necessary to meet our
  obligations, our ability to continue as a going concern may be limited.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that
  have or are reasonably likely to have a current or future effect on our financial
  condition, changes in financial condition, revenues or expenses, results of
  operations, liquidity, capital expenditures or capital resources that is material
  to stockholders.

ITEM 3.             CONTROLS
  AND PROCEDURES.

Evaluation Of Disclosure Controls And Procedures

As of the end of the period covered by this report, our management
  carried out an evaluation, under the supervision and with the participation
  of our principal executive officer and our principal financial officer, of the
  effectiveness of the design and operation of our disclosure controls and procedures
  (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based
  on this evaluation, our principal executive officer and principal financial
  officer have concluded that our disclosure controls and procedures are, as of
  the date covered by this Quarterly Report, effective to ensure that the information
  required to be disclosed by us in the reports that we file or submit under the
  Exchange Act is recorded, processed, summarized and reported within the time
  periods specified in the SEC rules and forms.

Changes In Internal Controls Over Financial Reporting

In connection with the evaluation of our internal controls
  during the period covered by this report, our principal executive officer and
  principal financial officer have determined that there have been no changes
  to our internal controls over financial reporting that has materially affected,
  or is reasonably likely to materially effect, our internal controls over financial
  reporting.

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PART II - OTHER INFORMATION

ITEM 4.             SUBMISSION
  OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Our Annual Meeting was held on June 14, 2004. At the Annual
  Meeting, our stockholders unanimously approved the re-election of Chen (Jason)
  Wu, Udaya Madanayake and Tony Castro to our Board of Directors for the next
  year.

ITEM 5.             OTHER
  INFORMATION.

On April 30, 2004, we entered into an agreement with Beijing
  CXSD to provide them with our expertise and assistance in developing a full
  line of specialty coffee products in exchange for fees in the amount of $2,500.
  We have verbally agreed to extend the terms of this agreement and we now expect
  to be paid fees in the amount of $5,000, of which we have been paid $4,000.

On August 26, 2004, we entered into an agreement with H&H
  to provide them with assistance and advice on improving the style and feel of
  their existing coffee shop and to give it a more North American style and ambience.
  The original terms of this agreement called for us to be paid fees in the amount
  of $2,500. We have verbally agreed to extend the terms of this agreement and
  we now expect to be paid $25,000 in fees, of which we have been paid $15,000.

All other information required to be disclosed by us in a
  current report on Form 8-K since the date of filing of our Amendment No. 4 to
  our Registration Statement on Form SB-2, filed with the SEC on April 13, 2004,
  has been disclosed by us by the filing of such reports.

The following Current Reports on Form 8-K have been filed
  by us since the end of our fiscal year ended December 31, 2003:

|Date of Form 8-K | Date of Filing with the SEC | Description of the Form 8-K                    
|---------------- | --------------------------- | -----------------------------------------------
|                 |                             |                                                
|August 20, 2004  | August 24, 2004             | Disclosure of Changes to Certifying Accountant.

ITEM 6.             EXHIBITS.

(a) Exhibits and Index of Exhibits Required By Item 601 of Regulation S-B.

|Exhibit Number |  | Description of Exhibit                                                                                       
|-------------- |  | -------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                              
|3.1            |  | Articles of Incorporation. (1)                                                                               
|               |  |                                                                                                              
|3.2            |  | Bylaws.(1)                                                                                                   
|               |  |                                                                                                              
|10.1           |  | Memorandum of Understanding among Chen (Jason) Wu, Udaya Madanayake
      and Tony Castro. (2)               
|               |  |                                                                                                              
|10.2           |  | Agreement between Beijing CXSD Investment
      Co., Ltd. and Javakingcoffee, Inc., dated April 30, 2004.    
|               |  |                                                                                                              
|10.3           |  | Agreement between H&H Co. Ltd.
      and Javakingcoffee, Inc., dated August 26, 2004.                        
|               |  |                                                                                                              
|31.1           |  | Certification of Principal Executive
      Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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|31.2 |  | Certification of Principal Financial
      Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                    
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                                                  
|32.1 |  | Certification of Principal Executive
      Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002
|     |  |                                                                                                                                                                  
|32.2 |  | Certification of Principal Financial
      Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002

|(1) | Previously Filed as an Exhibit to our Form SB-2 registration statement
      filed with the SEC on May 7, 2003.                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | Previously Filed as an Exhibit to our Amendment No. 3 to our Form SB-2
      registration statement filed with the SEC on March 29, 2004.
|    |                                                                                                                                          
|    |                                                                                                                                          

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

|                        |     | JAVAKINGCOFFEE, INC.
|----------------------- | --- | --------------------
|                        |     |                     
|Dated: October 21, 2004 | By: | /s/ Chen (Jason) Wu 
|                        |     | CHEN (JASON) WU     
|                        |     | PRESIDENT           

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