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

                                   FORM 10-QSB

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

                 For the Quarterly Period Ended: March 31, 2005

                         Commission File Number: 0-26013


                       MULTI-LINK TELECOMMUNICATIONS, INC.
        (Exact name of small business issuer as specified in its charter)




           Colorado                                      84-1334687
(State or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)

            936A Beachland Boulevard, Suite 13, Vero Beach, FL 32963
                    (Address of principal executive offices)

                                 (772) 231-7544
                          (Issuer's telephone number)


      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
|_|.

      As of April 29, 2005, 19,886,935 shares of the registrant's common stock
were outstanding.



           Transitional Small Business Disclosure Format (Check One):
                                  Yes|_| No |X|


<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

PART I   Financial Information

Item 1.  Financial Statements

         Consolidated Balance Sheets                                          1

         Consolidated Statements of Operations and Accumulated Deficit        2

         Consolidated Statements of Cash Flows                                3

         Notes to Consolidated Financial Statements                         4-5

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                         6-15

Item 3.  Controls and Procedures                                             16


PART II  Other Information

Item 1.  Legal Proceedings                                                   17

Item 2.  Changes in Securities and Use of Proceeds                           17

Item 3.  Defaults upon Senior Securities                                     17

Item 4.  Submission of Matters to a Vote of Security Holders                 17

Item 5.  Other information                                                   17

Item 6.  Exhibits and Reports on Form 8-K                                 17-18


<PAGE>

                                     PART I


ITEM 1. FINANCIAL STATEMENTS


<PAGE>

                       Multi-Link Telecommunications, Inc.
                           CONSOLIDATED BALANCE SHEETS
                   As of March 31, 2005 and September 30, 2004


<TABLE>
<CAPTION>
                                                               (Unaudited)       (Audited)
                                                                March 31,      September 30,
                                                                   2005             2004
                                                               ------------    -------------
<S>                                                            <C>             <C>

ASSETS
CURRENT ASSETS
     Cash                                                      $      3,017    $          74
     Prepaid expense                                                    645            2,091
                                                               ------------    -------------

         Total current assets                                         3,662            2,165
                                                               ------------    -------------

         TOTAL ASSETS                                          $      3,662    $       2,165
                                                               ============    =============


LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
     Accounts payable                                          $         --    $       4,907
     Accrued expenses                                                    --            5,691
     Note Payable - Stockholder                                     147,153           58,910
                                                               ------------    -------------

         Total current liabilities                                  147,153           69,508

STOCKHOLDERS' DEFICIT
     Preferred stock, $0.01 par value, 5,000,000 shares
         authorized; no shares issued or outstanding as of
         March 31, 2005 and September 30, 2004, respectively             --               --
     Common stock, no par value, 20,000,000 shares
         authorized; 19,886,935 and 19,886,935 issued and
         outstanding as of March 31, 2005 and September 30,
         2004, respectively                                      12,585,500       12,585,500
     Accumulated deficit                                        (12,728,991)     (12,652,843)
                                                               ------------    -------------

         Total stockholders' deficit                               (143,491)         (67,343)
                                                               ------------    -------------

         TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT           $      3,662    $       2,165
                                                               ============    =============
</TABLE>


     The accompanying notes are an integral part of the financial statements

                                       1
<PAGE>

                       Multi-Link Telecommunications, Inc.
          CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
           For the Three and Six Months Ended March 31, 2005 and 2004
                                   (Unaudited)




<TABLE>
<CAPTION>
                                           Three months ended               Six months ended
                                               March 31,                       March 31,
                                      ----------------------------    ----------------------------
                                          2005            2004            2005            2004
                                      ------------    ------------    ------------    ------------
<S>                                   <C>             <C>             <C>             <C>

Revenue                               $         --    $         --    $         --    $         --

General and Administrative Expenses         59,559           4,637          76,116          17,595
                                      ------------    ------------    ------------    ------------

     Operating Loss                        (59,559)         (4,637)        (76,116)        (17,595)

Interest expense                                18              --              32              --
                                      ------------    ------------    ------------    ------------

Loss before income taxes and
     extraordinary item                    (59,577)         (4,637)        (76,148)        (17,595)

Provision for income taxes                      --              --              --              --
                                      ------------    ------------    ------------    ------------

Loss before extraordinary item             (59,577)         (4,637)        (76,148)        (17,595)

Extraordinary item, net of tax                  --           5,542              --           5,542
                                      ------------    ------------    ------------    ------------

Net income (loss)                          (59,577)            905         (76,148)        (12,053)

Accumulated deficit, beginning of
period                                 (12,669,414)    (12,646,722)    (12,652,843)    (12,633,764)
                                      ------------    ------------    ------------    ------------

Accumulated deficit, end of
period                                 (12,728,991)    (12,645,817)    (12,728,991)    (12,645,817)
                                      ============    ============    ============    ============

Net income (loss) per common share

Loss before extraordinary item        $         --    $         --    $         --    $         --
Extraordinary item, net of tax                  --              --              --              --
                                      ------------    ------------    ------------    ------------
Net income (loss)                     $         --    $         --              --              --
                                      ============    ============    ============    ============

Weighted average number of common
     shares outstanding                 19,886,935      19,886,935      19,886,935      17,502,336
                                      ============    ============    ============    ============
</TABLE>


     The accompanying notes are an integral part of the financial statements

                                        2
<PAGE>

                       Multi-Link Telecommunications, Inc.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                For the Six Months Ended March 31, 2005 and 2004
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                  Six months ended March 31,
                                                                       2005        2004
                                                                     --------    --------
<S>                                                                  <C>         <C>

CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                        $(76,148)   $(12,053)
     Adjustments to reconcile net loss to net
         cash provided (used) by operating
         activities:
              Decrease in prepaid expenses                              1,446          --
              Decrease in accounts payable                             (4,907)     (4,278)
              Decrease in accrued expenses                             (5,691)         --
              Decrease in liabilities from discontinued operations         --      (9,506)
              Extraordinary gain on repayment of account payable           --      (5,542)
                                                                     --------    --------

     NET CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES           (85,300)    (31,379)

CASH FLOWS FROM INVESTING ACTIVITIES                                       --          --
                                                                     --------    --------

     NET CASH FLOWS USED BY INVESTING ACTIVITIES                           --          --

CASH FLOWS FROM FINANCING ACTIVITIES
     Note payable - shareholder                                        88,243          --
     Advances under notes payable                                          --         609
     Proceeds from issuance of capital stock                               --      18,312
                                                                     --------    --------

     NET CASH PROVIDED BY FINANCING ACTIVITIES                         88,243      18,921
                                                                     --------    --------

NET INCREASE (DECREASE) IN CASH                                         2,943     (12,458)

CASH, BEGINNING OF PERIOD                                                  74      13,436
                                                                     --------    --------

CASH, END OF PERIOD                                                  $  3,017    $    977
                                                                     ========    ========

Supplemental disclosures:

     Interest paid                                                   $     32    $     --
                                                                     ========    ========

     Taxes paid                                                      $     --    $     --
                                                                     ========    ========
</TABLE>


      The accompanying notes are an integral part of the financial statements

                                       3
<PAGE>


                       MULTI-LINK TELECOMMUNICATIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004


1. BASIS OF PRESENTATION

The financial statements as of March 31, 2005 included herein have been prepared
without  audit  pursuant  to the rules and  regulations  of the  Securities  and
Exchange  Commission.  Certain  information  and footnote  disclosures  normally
included in  financial  statements  prepared in  accordance  with United  States
generally accepted accounting principles have been condensed or omitted pursuant
to such rules and  regulations.  In the opinion of management,  all  adjustments
(consisting  of  normal  recurring  accruals)  considered  necessary  for a fair
presentation have been included. It is suggested that these financial statements
be read in conjunction with the September 30, 2004 audited financial  statements
and notes thereto.

Effective May 20, 2002,  the Board of Directors  voted to sell all of Multi-Link
Telecommunications, Inc.'s operating businesses and assets in order to repay its
debts. Accordingly,  effective May 20, 2002, the financial results of the Denver
(Multi-Link  Communications,  Inc.),  Indianapolis  (Multi-Link  Communications,
LLC), Raleigh (One Touch  Communications,  Inc.), Atlanta (VoiceLink,  Inc.) and
Florida  (VoiceLink of Florida,  Inc.) operating  businesses have been accounted
for as  discontinued  operations  under  the  provisions  of the  Statements  of
Financial  Accounting  Standards Nos. 144 and 146 and Emerging Issues Task Force
Issue No. 87-24 and the financial results of prior periods restated accordingly.

On March 16, 2005, the majority shareholder, David J. Cutler, ("Cutler") entered
into a Securities  Purchase Agreement (the "Purchase  Agreement") with KI Equity
Partners  I, LLC ("KI  Equity")  under which KI Equity  agreed to  purchase  and
Cutler  agreed to sell an aggregate of  13,074,204  shares  ("Shares") of common
stock  of  Multi-Link   Telecommunications,   Inc.   ("Company"),   representing
approximately  65.7% of the Company's  outstanding  shares of common stock, at a
price of $252,846.75. KI Equity also agreed to acquire from Cutler a convertible
promissory  note issued by the Company in the  principal  amount of  $147,153.25
("Note").

On March 17, 2005, the Company and Cutler  entered an Assumption  Agreement (the
"Assumption Agreement"). Under the Assumption Agreement, the Company transferred
all of its rights in any capital  stock or  membership  interests  of any of its
current  subsidiaries to Cutler. Each of these subsidiaries was inactive and had
no assets at the time of transfer.  In exchange,  Cutler agreed to assume all of
the  Company's  obligations  of any kind (other than the Note) and indemnify the
Company against any of these liabilities existing as of the Closing. Cutler also
agreed to release the Company  from any and all  obligations  and claims  (other
than the Note).

The transactions under the Purchase Agreement were closed and completed on March
18, 2005 ("Closing.").


2. CONVERTIBLE PROMISSORY NOTE

The Note in the principal amount of $147,153 was issued by the Company to Cutler
on March 15, 2005.  The Note was issued to evidence  obligations  owed to him by
the Company for prior unpaid compensation,  advances, and expense reimbursements
totaling  $65,061 and prior accrued interest of $6,972.  Further,  in connection
with the Closing,  Cutler advanced the Company an additional  $72,120 to pay off
all outstanding accounts payable and $3,000 for working capital,  which advances
were included in the principal  amount of the Note.  The Note was sold by Cutler
to KI  Equity in  connection  with the  closing  of the  transactions  under the
Purchase Agreement.

At  March  31,  2005,  the  outstanding  principal  balance  under  the Note was
$147,153.  The Note, plus accrued interest  thereon,  is payable on December 31,
2005 ("the Maturity Date"). The Note bears interest, commencing on June 1, 2005,
at the rate of six percent (6%) per annum on the outstanding  principal balance.
If the  principal  and  interest  under  this Note are not paid  when  due,  the
outstanding  principal  amount shall  thereafter  accrue interest at the rate of
twelve percent (12%) per annum, until the Note is paid in full.

The principal amount of the Note is convertible,  at the Holder's election, into
6,628,978 shares of common stock of Multi-Link  Telecommunications,  Inc. at any
time before the close of business on the Maturity Date. The number of conversion
shares shall be adjusted for stock splits, stock dividends,  reorganizations and
reclassifications.  Upon the  amendment  of its  articles  of  incorporation  to
increase the number of its  authorized  shares of common  stock,  Multi-Link  is
obligated  to reserve out of its  authorized  but  unissued  common stock or its
common  stock  held in  treasury  enough  shares of common  stock to permit  the
conversion of the Note.


                                       4
<PAGE>

                       MULTI-LINK TELECOMMUNICATIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004


3. Going Concern

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business.

The Company has suffered significant losses, has a working capital deficit as of
March 31,  2005 and no ongoing  source of income.  The  Company  hopes to seek a
business which might be acquired, at which time there may be a necessity to seek
and obtain funding, via loans or private placements of stock to pay off debt and
provide working  capital.  Management has no current plan to seek capital in the
form of  loans  or stock  private  placements  at this  time  because  it has no
business upon which to base any capital raising plan.

The  Company's  ability to continue  as a going  concern is  dependent  upon its
ability to develop  additional  sources of capital or locate a merger  candidate
and  ultimately,  achieve  profitable  operations.  The  accompanying  financial
statements do not include any adjustments  that might result from the outcome of
these  uncertainties.  Management  is seeking new capital and  opportunities  to
revitalize the Company.

4. Subsequent Events

The Company  filed a proxy  statement  with the SEC on April 18, 2005 and mailed
the same to stockholders on April 20, 2005. Pursuant to the proxy materials, the
Company has called a special meeting of stockholders for May 23, 2005 to vote on
a proposal to amend the  Company's  articles of  incorporation  to increase  the
number of authorized  shares of common stock from 20,000,00 to 150,000,000.  The
board of director has approved this action and has  recommended to  stockholders
to vote in favor of the  proposal.  A majority  of the  voting  shares of common
stock entitled to vote of the matter have indicated  their  intention to approve
this increase in the Company's authorized common stock


                                       5
<PAGE>

                                     PART I


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS STATEMENTS

Forward-Looking Statements

      Statements made in this Form 10-QSB (the "Quarterly  Report") that are not
historical or current facts are  "forward-looking  statements"  made pursuant to
the safe harbor  provisions  of Section 27A of the  Securities  Act of 1933,  as
amended (the "Act"), and Section 21E of the Securities  Exchange Act of 1934, as
amended (the  "Exchange  Act").  The Company  intends that such  forward-looking
statements  be subject to the safe  harbors  for such  statements.  The  Company
wishes  to  caution   readers   not  to  place   undue   reliance  on  any  such
forward-looking  statements,   which  speak  only  as  of  the  date  made.  Any
forward-looking  statements represent  management's best judgment as to what may
occur in the  future.  These  forward-looking  statements  include the plans and
objectives of management for future growth of the Company,  including  plans and
objectives  related to the  consummation of acquisitions  and future private and
public   issuances   of  the   Company's   equity  and  debt   securities.   The
forward-looking  statements  included  herein are based on current  expectations
that  involve  numerous  risks and  uncertainties.  Assumptions  relating to the
foregoing  involve  judgments  with  respect  to,  among  other  things,  future
economic,  competitive and market conditions and future business decisions,  all
of which are difficult or impossible to predict accurately and many of which are
beyond the  control of the  Company.  Although  the  Company  believes  that the
assumptions underlying the forward-looking statements are reasonable, any of the
assumptions could be inaccurate and,  therefore,  there can be no assurance that
the  forward-looking  statements  included  in this Form 10-QSB will prove to be
accurate.   In  light  of  the   significant   uncertainties   inherent  in  the
forward-looking  statements  included herein,  the inclusion of such information
should not be regarded as a  representation  by the Company or any other  person
that the  objectives  and plans of the  Company  will be  achieved.  The Company
disclaims any obligation  subsequently to revise any forward-looking  statements
to  reflect  events  or  circumstances  after the date of such  statement  or to
reflect the occurrence of anticipated or unanticipated events.

      The words "we," "us,"  "our," the  "Company,"  and  "Multi-Link"  refer to
Multi-Link  Telecommunications,   Inc.  The  words  or  phrases  "may,"  "will,"
"expect,"  "believe,"  "anticipate,"  "estimate,"  "approximate," or "continue,"
"would be," "will allow," "intends to," "will likely result," "are expected to,"
"will   continue,"   "is   anticipated,"   "estimate,"   "project,"  or  similar
expressions,  or the negative thereof, are intended to identify "forward-looking
statements."  Actual results could differ materially from those projected in the
forward looking  statements as a result of a number of risks and  uncertainties,
including  but not  limited  to:  (a)  limited  amount of  resources  devoted to
achieving  our business  plan;  (b) our failure to implement  our business  plan
within the time period we originally  planned to accomplish;  (c) because we are
seeking to merge with an operating  business which has not yet been  identified,
you will be unable to determine whether we will ever become profitable;  and (d)
other risks that are  discussed  in this Form 10-QSB or included in our previous
filings with the Securities and Exchange Commission ("SEC").

Summary and Recent Developments

      Prior to May 20,  2002,  we provided  basic voice mail,  call  routing and
advanced integrated voice and fax messaging to small businesses in several major
urban  markets.  These  services  enabled  businesses to improve the handling of
incoming calls and facilitate more efficient  communication  between  employees,
customers,  suppliers and other key relationships.  We also provided basic voice
mail and paging services to consumers.

      During  fiscal  2002 we were  unable  to make the  majority  of  scheduled
payments on our equipment  leases and loans and effective May 20, 2002 our Board
of Directors  voted to sell all of our operating  businesses and assets to repay
our  debts  and  effective  that  date we  accounted  for  all of our  operating
businesses as discontinued operations.

      Following the sale of our Denver, Atlanta and Raleigh operating businesses
in bank  foreclosure at public auction on October 30, 2002 and the filing by our
Indianapolis  operating business for protection under Chapter 11 on November 20,
2002,  we  continued  to be the  guarantor  or  co-borrower  on $1.3 of  million
operating leases and $1.7 million of debt of the discontinued  businesses of our
subsidiary companies.


                                       6
<PAGE>

      Effective  November 20, 2002 all our  operating  businesses  had been sold
leaving shortfalls to certain creditors  guaranteed by us or were being operated
under Chapter 11 protection.  As part of the  reorganization of our Indianapolis
business  operating  under Chapter 11  protection,  we entered into an agreement
with  creditors that in  consideration  of a waiver of all claims against us, we
would waive all claims to equity and  ownership  in  Indianapolis  business.  We
agreed to this because the  scheduled  claims and expenses  exceeded  realizable
value to us.

      Without any remaining operating  businesses or income,  during fiscal 2003
and 2004 we have  subsequently  been able to negotiate  settlement of all of our
shortfalls to creditors with our remaining resources but we are now dependent on
raising additional equity or debt to fund our ongoing operating expenses.


      On March 16, 2005, our majority shareholder,  David J. Cutler,  ("Cutler")
entered into a Securities Purchase Agreement (the "Purchase  Agreement") with KI
Equity  Partners I, LLC ("KI  Equity")  under which KI Equity agreed to purchase
and Cutler agreed to sell an aggregate of 13,074,204 shares ("Shares") of common
stock of Multi-Link Telecommunications,  Inc. ("Company", "we", "us", or "our"),
representing approximately 65.7% of our outstanding shares of common stock, at a
price of $252,846.75. KI Equity also agreed to acquire from Cutler a convertible
promissory  note issued by the Company in the  principal  amount of  $147,153.25
("Note").

      On March 17, 2005, the Company and Cutler entered an Assumption  Agreement
(the  "Assumption  Agreement").  Under the  Assumption  Agreement,  the  Company
transferred  all of its rights in any capital stock or  membership  interests of
any of its  current  subsidiaries  to  Cutler.  Each of  these  subsidiaries  is
currently  inactive and has no assets. In exchange,  Cutler has agreed to assume
all of our  obligations  of any kind  (other  than the Note) and  indemnify  the
Company against any of these liabilities existing as of the Closing. Cutler also
agreed to release the Company  from any and all  obligations  and claims  (other
than the Note).

      The transactions under the Purchase Agreement were closed and completed on
March 18, 2005 ("Closing.").

      The Note acquired by KI Equity,  plus accrued interest thereon, is payable
on December 31, 2005 ("the Maturity Date"). The Note bears interest,  commencing
on June 1, 2005,  at the rate of six percent  (6%) per annum on the  outstanding
principal  balance.  If the principal and interest  under this Note are not paid
when due, the outstanding  principal amount shall thereafter  accrue interest at
the rate of twelve percent (12%) per annum, until the Note is paid in full.


      The principal amount of the Note is convertible, at the holder's election,
into 6,628,978 shares of common stock of Multi-Link Telecommunications,  Inc. at
any time  before  the close of  business  on the  Maturity  Date.  The number of
conversion  shares  shall  be  adjusted  for  stock  splits,   stock  dividends,
reorganizations  and  reclassifications.  Upon the  amendment of its articles of
incorporation  to increase the number of its authorized  shares of common stock,
Multi-Link  is obligated to reserve out of its  authorized  but unissued  common
stock or its common  stock held in  treasury  enough  shares of common  stock to
permit the conversion of the Note.

Results of Operations

      For the three months ended March 31, 2005,  the Company had no  activities
that produced  revenues from  operations.  For the three months ending March 31,
2005,  the Company had a net loss of  $(59,577),  as compared with net income of
$905 for the corresponding period of 2004. In the three month period ended March
31,  2004,  the  Company  renegotiated  certain  liabilities   resulting  in  an
extraordinary gain from debt settlement.  Accordingly,  our respective loss from
continuing  operations,  extraordinary item, and net income (loss) for the three
months ended March 31, 2005 and 2004 are as follows:


                                    3 Months Ended    3 Months Ended
                                    March 31, 2005    March 31, 2004
                                    --------------    --------------
   Loss before extraordinary item   $      (59,577)   $       (4,637)

   Extraordinary item, net of tax               --             5,542

   Net Income (Loss)                $      (59,577)   $          905


                                       7
<PAGE>

Liquidity and Capital Resources

      The  Company's  total  assets  as  March  31,  2005 are  $3,662,  which is
comprised of cash and prepaid  amounts.  The Company's  current  liabilities are
$147,153,  which consists of a convertible  promissory note. The former majority
stockholder held this note evidencing  unpaid  compensation,  advances,  expense
reimbursements  and accrued  interest  owe to him.  During the three month ended
March 31, 2005, this stockholder made additional  advances to pay trade accounts
payable and to provide working capital.  Total stockholders' deficit as of March
31, 2005 is $(143,491.) The Company  proposes to increase the authorized  shares
of common stock to allow for the conversion of this note.

      The  following is a summary of the  Company's  cash flows from  operating,
investing, and financing activities:


                                          3 Months Ended    3 Months Ended
                                          March 31, 2005    March 31, 2004
                                          --------------    --------------
   Cash Flows from Operating Activities   $      (85,300)   $      (31,379)

   Cash Flows from Investing Activities               --                --

   Cash Flows from Financing Activities           88,243            18,921

   Net Change in Cash                     $        2,943    $      (12,458)


      Management  considers  it possible  that  additional  funds may need to be
raised,  either  through loans or via private  placements  of common  stock,  to
sustain the Company's liquidity in the near term.


                                       8
<PAGE>

Going Concern

      The Company has sustained  recurring  operating  losses,  currently has no
source of operating revenue,  and has only limited working capital with which to
pursue its  business  plan,  which  contemplates  the  completion  of a business
combination with an operating company. The amount of capital required to sustain
operations until the successful  completion of a business combination is subject
to future  events and  uncertainties.  It may be  necessary  for the  Company to
secure  additional  working capital through loans or sales of common stock,  and
there can be no  assurance  that such  funding  will be available in the future.
These conditions raise substantial doubt about the Company's ability to continue
as a going concern.


Critical Accounting Policies

   Use of Estimates

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

   Deferred Taxes

      We recognize  deferred tax assets and liabilities based on the differences
between the financial statement carrying amounts and the tax bases of assets and
liabilities.  Management regularly reviews the Company's deferred tax assets for
recoverability and establishes a valuation allowance based on historical taxable
income,  projected  future  taxable  income,  and  the  expected  timing  of the
reversals of existing temporary differences. Management has recorded a valuation
allowance to reduce  deferred tax assets  including  those  associated  with net
operating  losses.  The  assessment  realization  of deferred tax  provisions is
dependent upon future taxable income,  and based on historical  evidence,  it is
more likely than not that such provision will not be utilized.  Further,  in the
case of an  acquisition  of a new  business by the  Company,  the ability of the
post-acquisition  business to utilize the Company's net operating  losses may be
significantly  impaired or  eliminated.  As of March 31,  2005,  the Company has
established  a valuation  allowance  equal to the net deferred tax asset,  since
management  is unable to  determine  that the Company will  generate  sufficient
future taxable income to allow it to realize the deferred tax asset.

Risk Factors

      Since the sale of our operating  subsidiaries in 2002, we have no material
assets, liabilities or ongoing operations.  Nevertheless, we believe that we may
be able  to  recover  some  value  for  our  shareholders  by the  adoption  and
implementation  of a plan  to  seek,  investigate  and,  if the  results  of the
investigation  warrant,  effectuate  a  business  combination  with  a  suitable
privately-held  company that has both business history and operating assets. Our
potential  success will be primarily  dependent on the efforts and  abilities of
our new  management  team,  who will  have  virtually  unlimited  discretion  in
searching for, negotiating and entering into a business combination transaction.

      Accordingly,  an investment in our common stock involves  investment risks
and  the  possibility  of  the  loss  of  an  investor's  entire  investment.  A
prospective  investor  should  evaluate  all  information  about us and the risk
factors  discussed  below in  relation  to his  financial  circumstances  before
investing in us.

      1. No Current Operating Business.  We currently have no relevant operating
business,  revenues from  operations  or assets.  Our business plan is to seek a
merger or business  combination with an operating  business.  We face all of the
risks  inherent  in the  investigation,  acquisition,  or  involvement  in a new
business  opportunity.  An investor's  purchase of any of our securities must be
regarded as placing funds at a high risk in a new or "start-up" venture with all
of the unforeseen  costs,  expenses,  problems,  and  difficulties to which such
ventures are subject.


                                       9
<PAGE>

      2. No Assurance of Success or Profitability. There is no assurance that we
will acquire a suitable and favorable  business  opportunity in a reverse merger
transaction.  In addition, even if we become involved in a business opportunity,
there is no assurance  that the business we acquire  will  generate  revenues or
profits,  or that the value of our common stock will increase as a result of the
acquired business opportunity.

      3.  Possible  Business  - Not  Identified  and Highly  Risky.  We have not
identified and have no commitments to enter into or acquire a specific  business
opportunity and therefore we can disclose the risks and hazards of a business or
opportunity  that we acquire only in a general  manner,  and cannot disclose the
risks and  hazards of any  specific  business or other  opportunity  that we may
enter into. An investor can expect a potential business  opportunity to be quite
risky.  Our  acquisition of or  participation  in a business  opportunity  could
result in a total loss to our investors and  stockholders if the target business
is  unsuccessful.  Further,  any  investment  in us may  continue  to be  highly
illiquid.

      4. Type of Business Acquired. The type of business that may be acquired is
not identified.  Therefore,  our investors and stockholders  have to rely on our
management  to  determine  which  target  business  to  pursue.   There  are  no
controlling  parameters  of the business to be  acquired.  Thus,  ultimately  an
investment will depend on the target business and therefore investors in us will
be  subject  to all the  risks  that  would be  associated  with  that  selected
business.  Our  management may have the right to approve and authorize a reverse
merger  transaction  with a target  company  without  obtaining  the vote of the
majority of our stockholders.

      5. Impracticability of Exhaustive Investigation. We have limited funds and
lack full-time  management  which will likely make it impracticable to conduct a
complete and  exhaustive  investigation  and analysis of a business  opportunity
before we commit our  limited  capital and other  resources  to acquire a target
business. Management decisions,  therefore, likely will be made without detailed
feasibility studies,  independent analysis,  market surveys, and the like which,
if we  had  more  funds  available  to  us,  would  be  desirable.  We  will  be
particularly  dependent in making  decisions  upon  information  provided by the
promoter,  owner,  sponsor,  or others associated with the business  opportunity
seeking to be acquired by us.

      6. Lack of Diversification. Because of our limited financial resources, it
is unlikely that we will be able to diversify our  acquisitions  or  operations.
The inability to diversify our  activities  into more than one area will subject
our  investors and  stockholders  to economic  fluctuations  within a particular
business  or industry  and  therefore  increase  the risks  associated  with the
investment.  We only intend to acquire a single  business  opportunity  and thus
your investment will lack diversification.

      7. Possible Reliance upon Unaudited Financial Statements.  We will require
audited  financial  statements from target companies that we propose to acquire.
No assurance can be given, however, that audited financials will be available at
the closing of the reverse merger transaction. In cases where audited financials
are unavailable,  we will have to rely upon unaudited  information received from
target companies' management that has not been verified by outside auditors. We,
at the time of acquisition,  will be subject to the reporting  provisions of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and thus will
be required  to furnish  certain  information  about  significant  acquisitions,
including audited  financial  statements for any business that the shell company
acquires. Consequently,  acquisition prospects that do not have or are unable to
obtain the required audited statements may not be appropriate for acquisition so
long as the reporting  requirements of the Exchange Act are applicable.  But, in
cases  where we have  completed  a reverse  merger  transaction  in  reliance on
unaudited  financial  statements and audited  statements cannot  subsequently be
obtained,  the  continued  ability of the  post-transaction  company to remain a
reporting company and publicly trading will be in jeopardy and may significantly
reduce the value of your investment.


                                       10
<PAGE>

      8. Investment Company Regulation. We do not intend to become classified as
an  "investment   company"  under  the  Investment  Company  Act  of  1940  (the
"Investment  Act").  We believe  that we will not become  subject to  regulation
under the  Investment  Act because (i) we will not be engaged in the business of
investing or trading in securities,  and (ii) any  acquisition  undertaken  will
result in the target company  obtaining a majority  interest in us. Should there
be  a  requirement  to  register  as  an  investment  company,  it  would  cause
significant  registration and compliance  costs. Any violation of the Investment
Act will subject us to materially adverse consequences. Should the SEC find that
we are  subject  to  the  Investment  Act,  and  order  registration  under  the
Investment  Act,  we would  resist  such  finding  and take  steps to avoid such
registration.  Irrespective  of  whether  the SEC or we were to  prevail in such
dispute about whether or not we are an investment company,  however, the damages
and delays would be costly.

      9. Other Regulation.  Any acquisition made by us may be of a business that
is subject to regulation or licensing by federal,  state, or local  authorities.
Foreign  companies may also be  considered,  and be subject to similar  business
regulations  as are  applicable  in the United States and also may be subject to
limitations on ownership by foreign  persons and entities.  Compliance with such
regulations  and  licensing  can be expected to be a  time-consuming,  expensive
process and may limit our other  investment  opportunities.  We intend to pursue
potential business  opportunities in foreign countries,  including China, and as
such, such opportunities will be subject to foreign country laws and regulations
affecting  foreign   investment,   business   operations,   currency   exchange,
repatriation  of profits,  and  taxation,  which will  increase the risk of your
investment.

      10.  Dependence  upon  Management.  We will be heavily  dependent upon the
skills, talents, and abilities of our management to implement our business plan.
Our management  may devote limited time to our affairs,  which may be inadequate
for our  business,  and may delay the  acquisition  of any business  opportunity
considered.   Furthermore,   management   has  little   experience  in  seeking,
investigating,  and  acquiring  businesses  and will  depend  upon  its  limited
business  knowledge in making decisions  regarding our acquisition of a business
opportunity.  Because  investors  will not be able to  evaluate  the  merits  of
possible  business  acquisitions  by  us,  they  should  critically  assess  the
information concerning the management.

      11.  Dependence  upon  Outside   Advisors.   To  supplement  the  business
experience of management,  we may be required to employ  accountants,  technical
experts, appraisers,  attorneys, or other consultants or advisors. Some of these
outside  advisors  may be our  affiliates  or  their  affiliated  entities.  The
selection of any such advisors will be made by our management  without any input
from stockholders.

      12. Conflicts of Interest.  Our management has other business interests to
which they will devote primary attention. As a result, conflicts of interest may
arise that can be resolved  only through the exercise by them of their  judgment
as may be consistent  with their  fiduciary  duties.  Our management will try to
resolve conflicts to the best advantage of all concerned, but there may be times
when an acquisition  opportunity is given to another entity to the  disadvantage
of our stockholders and for which there will be no recourse. It is also expected
that  we  will  engage  Keating   Securities,   LLC,  an  affiliate  of  Keating
Investments,  LLC, the managing member of our controlling stockholder, to act as
a financial advisor in connection with the reverse merger  transaction for which
it may earn a cash and/or equity fee.

      13.  Need  for  Additional  Financing.  In all  likelihood  we  will  need
additional  funds  to  take  advantage  of any  available  acquisition  business
opportunity.  Even if we were to obtain  sufficient funds to acquire an interest
in a business  opportunity,  we may not have sufficient capital to fully exploit
the  opportunity.  Our  ultimate  success  will depend upon our ability to raise
additional  capital  at  the  time  of  the  acquisition  and  thereafter.  When
additional  capital may be needed,  there can be no assurance that funds will be
available  from any  source  or,  if  available,  that they can be  obtained  on
acceptable terms.

      14. Borrowing Transactions. There is a possibility that any acquisition of
a business  opportunity by us will require  borrowing  against the assets of the
business opportunity to be acquired, or against the projected future revenues or
profits of the business  opportunity.  This leverage could increase our exposure
to larger losses.  There is no assurance that any business  opportunity acquired
through  borrowing and leverage will generate  sufficient  revenues to cover the
related debt and expenses.


                                       11
<PAGE>

      15. No Foreseeable Dividends. We do not intend to pay any dividends. We do
not  foresee  making  any cash  distributions  in the  manner of a  dividend  or
otherwise.

      16. Loss of Control by Present  Management and Stockholders.  It is likely
that any acquisition of an operating  company will result in a change in control
of the then current  directors,  officers and the stockholders.  Therefore,  our
management  prior to the  acquisition  will be  changed  to those of the  target
company and its  stockholders,  who will then control the combined  company.  At
that time, our  stockholders  will be at investment risk for the decisions about
the  business by persons that they may not know or have any ability to influence
through a board seat or by the voting mechanism of stockholders.

      17. Dilutive  Effects of Issuing  Additional  Common Stock. In any reverse
merger transaction,  for tax reasons and management  reasons,  the owners of the
target  company  will be issued a large  number of shares of common  stock which
will dilute the ownership interest of our current stockholders.  In addition, at
the time of the reverse merger,  it will be likely that there will be additional
authorized  but  unissued  shares  that  may be  later  issued  by the  then new
management for any purpose without the consent or vote of the stockholders.  The
acquisition  issuance and  additional  issuances  that may occur will dilute the
interests of our stockholders after the reverse merger transaction.

      18. Thinly-traded Public Market. Our securities may be very thinly traded,
and the price if traded  may not  reflect  the value of the  company.  Moreover,
there may be a reverse  split of the shares  which may not  reflect the value of
the  company  either.  There can be no  assurance  that  there will be an active
market for our shares  either now or after we complete the reverse  merger.  The
market  liquidity will be dependant on the perception of the operating  business
and any  steps  that its  management  might  take to bring  the  company  to the
awareness of investors.  There can be no assurance  given that there will be any
awareness generated. Consequently,  investors may not be able to liquidate their
investment  or liquidate it at a price that  reflects the value of the business.
If a more  active  market  should  develop,  the price  may be highly  volatile.
Because there may be a low price for our  securities,  many brokerage  firms may
not be willing to effect  transactions  in the  securities.  Even if an investor
finds  a  broker  willing  to  effect  a  transaction  in  the  securities,  the
combination  of brokerage  commissions,  transfer fees,  taxes,  if any, and any
other  selling  costs may  exceed  the  selling  price.  Further,  many  lending
institutions  will not permit the use of such  securities as collateral  for any
loans.

      19.  Possible  Rule  144  Sales.  The  majority  of our  shares  currently
outstanding are "restricted securities" within the meaning of Rule 144 under the
Securities  Act of 1933,  as amended (the "Act").  As restricted  shares,  these
shares may be resold only  pursuant to an  effective  registration  statement or
under  the  requirements  of  Rule  144  or  other  applicable   exemption  from
registration  under the Act and as required under  applicable  state  securities
laws.  Rule  144  provides  in  essence  that a person  who has held  restricted
securities  for a period of one year may, under certain  conditions,  sell every
three months, in brokerage transactions, a number of shares that does not exceed
the  greater of 1.0% of a  company's  outstanding  common  stock or the  average
weekly trading volume during the four calendar weeks prior to the sale. There is
no  limit  on  the  amount  of  restricted  securities  that  may be  sold  by a
non-affiliate after the restricted  securities have been held by the owner for a
period of two years. Current stockholders who own 10% or more of our shares will
likely be deemed an affiliate  until 90 days after a reverse merger is completed
with a target company.  After such 90-day period,  and assuming said shares have
been held for more than two years,  these stockholders may be able to sell their
shares  without  volume  restrictions.  A sale under Rule 144 or under any other
exemption from the Act, if available, or pursuant to subsequent registrations of
our  shares,  may have a  depressive  effect upon the price of our shares in any
market that may develop.


                                       12
<PAGE>

Plan of Operations

General Business Plan

      Our plan of operation  is to seek a target  company with which to merge or
to complete a business combination. In any transaction, we will be the surviving
entity, and our stockholders will retain a percentage  ownership interest in the
post-transaction  company.  The amount of the retained  equity  ownership by our
stockholders will be negotiated by our management and the target company. We may
also be required to pay cash and/or  equity fees to third parties that advise us
in connection with the merger or business combination, commonly refereed to as a
reverse  merger.  These third party advisors may include  certain  affiliates of
ours and their affiliated entities.

      Typically in connection with the reverse merger  transaction  involving us
and the target  company,  there will be a capital  funding  event for the target
business on a combined basis either at the time of the reverse merger or shortly
thereafter.  This may be a private placement by either us or the target company,
if the funding event is contingent on the closing of the reverse merger.  If the
funding event is after the reverse  merger,  it will likely be a public offering
or  private  placement  of our  securities.  It will  often be the case that the
liquidity  opportunity for our existing stockholders will be tied to the ability
of the old and new investors of the target  enterprise to have  liquidity in the
market for their financial investment.  Therefore,  our stockholders may have to
continue to hold their  investment or may face competition in being able to sell
their shares in the  post-transaction  business in the public market,  which may
depress the price for such a volume of securities.

      We will not  restrict  our search to any  specific  business,  industry or
geographic  location,  and we may participate in a business venture of virtually
any kind or nature.  This  discussion  of our plan for  acquiring  an  operating
business is purposefully  general,  and it is not meant to be restrictive of the
virtually  unlimited  discretion to search for and enter into potential business
opportunities.  We anticipate  that we will be able to  participate  in only one
potential  business venture because of our nominal assets and limited  financial
resources.

      We may seek a business  opportunity  with  entities  which  have  recently
commenced operations,  or that desire to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets,  to
develop a new  product  or  service,  or for other  corporate  purposes.  We may
acquire assets and establish wholly owned  subsidiaries in various businesses or
acquire existing businesses as subsidiaries.

      We expect that the selection of a business opportunity will be complex and
risky. Due to general economic  conditions,  rapid technological  advances being
made in some  industries  and  shortages of available  capital,  we believe that
there are  numerous  potential  targets  with  either  sound  business  ideas or
operations  seeking the benefits of a shell  company that has complied  with the
federal  reporting  requirements for public  companies and is publicly  trading.
Such  benefits  may  include  facilitating  or  improving  the  terms  on  which
additional  equity  financing may be sought,  providing  liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable  statutes) for all stockholders and other factors.
Potentially,  available  business  opportunities  may  occur  in many  different
industries and at various stages of development, all of which will make the task
of  comparative  investigation  and  analysis  of  such  business  opportunities
extremely  difficult and complex.  We have,  and will continue to have,  limited
capital  with which to provide  the owners of  business  opportunities  with any
significant cash or other assets. We will,  however,  be able to offer owners of
target candidates the opportunity to acquire a controlling ownership interest in
an  issuer  who has  complied  with the  reporting  requirements  under  federal
securities  laws  without  incurring  the cost and time  required  to conduct an
initial public offering.


                                       13
<PAGE>

      The analysis of new business opportunities will be undertaken by, or under
the  supervision  of, our management who will likely engage outside  advisors to
assist us in this analysis.  Some of these outside advisors may be affiliates of
ours or their  affiliated  entities.  We intend to  concentrate  on  identifying
preliminary  prospective  business  opportunities  which may be  brought  to our
attention through present associations of our officers and directors,  or by our
advisors. In analyzing prospective business opportunities, we will consider such
matters as (i) available  technical,  financial and managerial  resources;  (ii)
working capital and other financial  requirements;  (iii) history of operations,
if any and  prospects  for the  future;  (iv)  nature of  present  and  expected
competition;  (v) quality,  experience  and depth of management  services;  (vi)
potential for further research,  development or exploration; (vii) specific risk
factors not now  foreseeable  but that may be anticipated to impact the proposed
activities  of the  company;  (viii)  potential  for growth or  expansion;  (ix)
potential  for  profit;  (x) public  recognition  and  acceptance  of  products,
services or trades;  (xi) name  identification;  and (xii) other factors that we
consider relevant. As part of our investigation of the business opportunity,  we
or our advisors expect to meet  personally with or interview  management and key
personnel.

      We may also have to compensate  certain  advisors,  finders and investment
banking firms for services  rendered in connection  with the  identification  of
target   operating   companies  and  the   negotiation  and  completion  of  the
transaction.  Due to our limited resources, it is expected that all or a portion
of this  compensation  will be in the  form of our  common  stock  or from  cash
provided by the target company or the funding event.  Additional issuance of our
common stock will have a further  dilutive  effect on the  percentage  of shares
held by our  stockholders.  Keating  Securities,  LLC, an  affiliate  of Keating
Investments,  LLC, the managing member of our controlling stockholder, will also
act as a financial advisor in connection with the reverse merger transaction and
will be paid a cash and/or equity fee upon the successful closing of the reverse
merger.

      We will not acquire or merge with any company for which audited  financial
statements  cannot be obtained within a reasonable  period of time after closing
of the proposed transaction.

Acquisition Opportunities

      In implementing a structure for a particular business acquisition,  we may
become a party to a merger,  consolidation,  reorganization,  joint venture,  or
licensing agreement with another company or entity. We may also acquire stock or
assets of an existing business. Our management may have the right to approve and
authorize a reverse merger  transaction with a target company without  obtaining
the vote of the majority of our  stockholders.  Further,  upon consummation of a
reverse  merger  transaction,  it is probable  that our present  management  and
stockholders will no longer be in control of us. In addition, our management, as
part of the terms of the  reverse  merger  transaction,  may  resign  and may be
replaced by new directors without a vote of our stockholders.  Any and all sales
of shares of our common stock may only be made in compliance with the securities
laws of the United States and any applicable state.

      It is anticipated that certain  securities issued by us in connection with
the reverse merger would be issued in reliance upon exemptions from registration
under  application of federal and state securities laws. In some  circumstances,
as a negotiated element of the reverse merger  transaction,  we will be asked to
agree  to  register  all or a part  of such  securities  immediately  after  the
transaction is consummated or at specified times thereafter.  In such a case, we
will  attempt  to  negotiate  the  registration  of some  or all of our  current
outstanding  shares which are  restricted,  but there is no guarantee  that this
will be accomplished or, if accomplished,  that the registration  rights will be
identical.  If such registration  occurs, it will be undertaken by the surviving
entity after it has  successfully  consummated a reverse merger and is no longer
considered  an  inactive  company.   The  issuance  of  substantial   additional
securities by us in connection  with the reverse merger and their potential sale
into  any  trading  market  which  may  develop  in our  securities  may  have a
depressive  effect on the value of our  securities  in the  future.  There is no
assurance that such a trading market will develop.


                                       14
<PAGE>

      While  the  actual  terms  of  a  reverse  merger  transaction  cannot  be
predicted, it is expected that the parties to any business transaction will find
it desirable to avoid the creation of a taxable event and thereby  structure the
business  transaction in a so-called  "tax-free"  reorganization  under Sections
368(a)(1) or 351 of the Internal  Revenue Code (the "Code").  In order to obtain
tax-free  treatment  under the Code,  it may be necessary  for the owners of the
acquired business to own 80 percent or more of the voting stock of the surviving
entity. In such event, the equity interest retained by our current  stockholders
would be less  than 20  percent  of the  issued  and  outstanding  shares of the
surviving  entity.  This  would  result in  significant  dilution  in the equity
interests of our stockholders.

      In addition to the tax  considerations  discussed above, it is likely that
in any reverse  merger,  and  depending  upon,  among other  things,  the target
company's assets and liabilities, the equity interests of our stockholders after
the transaction will be a small percentage of the post-transaction  company. The
percentage  ownership  may be subject to  significant  reduction in the event we
acquire a target company with significant assets and expectations of growth.

      We will  participate in a business  opportunity only after the negotiation
and  execution  of  appropriate  written  agreements.  Although the terms of the
acquisition  agreements cannot be predicted,  generally such agreements will (i)
require  specific  representations  and  warranties by all of the parties;  (ii)
specify certain events of default and remedies therefore; (iii) detail the terms
of closing and the  conditions  which must be  satisfied  by each of the parties
prior to and after closing; (iv) outline the manner of bearing costs,  including
costs   associated   with  our   attorneys  and   accountants;   (v)  set  forth
indemnification provisions; and (vi) include miscellaneous other terms.

      As stated above, we will not acquire or merge with any entity which cannot
provide independent  audited financial  statements within a reasonable period of
time after closing of the proposed  transaction.  Included in these requirements
is the affirmative duty to file independent audited financial statements as part
of a  Current  Report  on Form  8-K,  required  to be  filed  with  the SEC upon
consummation of a merger or acquisition, as well as audited financial statements
included in an Annual Report on Form 10-K (or Form 10-KSB,  as  applicable).  If
such audited financial  statements are not available at closing,  or within time
parameters necessary to insure compliance with the reporting  requirements under
federal securities laws, or if the audited financial  statements provided do not
conform to the  representations  made by the  business to be  acquired,  we will
attempt to negotiate a provision in the definitive closing documents to void the
transaction.  However,  there  is no  guarantee  that we will be  successful  in
including  such a provision  and,  in such case,  the  continued  ability of the
post-transaction  company to remain a reporting company and publicly trading may
be in jeopardy.

Competition

      We are an  insignificant  participant  among the firms which engage in the
reverse  merger of shell  companies into an operating  business.  There are many
established  venture  capital and  financial  concerns  that have  significantly
greater financial and personnel  resources and technical expertise than we have.
In view of our limited financial resources and limited management  availability,
we will continue to be at a significant competitive disadvantage compared to our
competitors.  As a result,  we may not be able to find suitable target companies
with which to complete a reverse merger transaction.


                                       15
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

      As of the end of the period covered by this Report,  the Company conducted
an evaluation,  under the  supervision and with the  participation  of the Chief
Executive  Officer and Chief  Financial  Officer,  of the  Company's  disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e))  under the
1934 Act.  Based on this  evaluation,  the  Chief  Executive  Officer  and Chief
Financial  Officer  concluded  that  the  Company's   disclosure   controls  and
procedures are effective to ensure that information  required to be disclosed by
the Company in reports that it files or submits  under the 1934 Act is recorded,
processed,  summarized  and  reported  within  the  time  periods  specified  in
Securities and Exchange  Commission rules and forms.  There was no change in the
Company's  internal  control over financial  reporting during the Company's most
recently completed fiscal quarter that has materially affected, or is reasonably
likely to materially  affect,  the  Company's  internal  control over  financial
reporting.


                                       16
<PAGE>

                                    PART II


ITEM 1. LEGAL PROCEEDINGS

      We are not aware of any pending or threatened  legal  proceedings in which
we are involved.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

      The  Company  filed a proxy  statement  with the SEC on April 18, 2005 and
mailed  the same to  stockholders  on April  20,  2005.  Pursuant  to the  proxy
materials,  the Company has called a special meeting of stockholders for May 23,
2005 to vote on a proposal to amend the Company's  articles of  incorporation to
increase  the number of  authorized  shares of common stock from  20,000,000  to
150,000,000.  The board of director has approved this action and has recommended
to  stockholders  to vote in favor of the  proposal.  A  majority  of the voting
shares of common  stock  entitled  to vote of the matter  have  indicated  their
intention to approve this increase in the Company's authorized common stock

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

      We are not aware of any defaults upon senior  securities  during the first
quarter of the fiscal year ended March 31, 2005.

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

      There were no matters  submitted to a vote of our stockholders  during the
first quarter of the fiscal year ended March 31, 2005.

ITEM 5. OTHER INFORMATION

      None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

      (a) Exhibits

            31    Certification  pursuant to Rule  13a-14(a) or 15d-14(a)  under
                  the Securities Exchange Act of 1934, as amended.

            32    Certification of Chief Executive  Officer and President of the
                  Company,  pursuant  to 18  U.S.C.  Section  1350,  as  adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


                                       17
<PAGE>

      (b) Reports on Form 8-K

            The  following  current  reports were filed during the quarter ended
            March 31, 2005:

            On March 23, 2005,  the Company  filed a Current  Report on Form 8-K
            dated  March 18,  2005  announcing  the  execution  of a  Securities
            Purchase  Agreement and an  Assumption  Agreement and the closing of
            the transactions resulting in a change of control of the Company,.

            On March 30, 2005,  the Company  filed a Current  Report on Form 8-K
            March 28, 2005 announcing the resignation of an officer and director
            and the appointment of a new officer and director, and the change in
            the Company's Plan of Operation.


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<PAGE>

                                   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.

                                    MULTI-LINK TELECOMMUNICATIONS, INC.



Date: May 16, 2005                  By:  /s/ Kevin R. Keating
                                         -------------------------
                                         Kevin R. Keating
                                         President and Chief Executive Officer


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<PAGE>

                                  Exhibit Index

             Exhibit
              Number    Description of Exhibit
             -------    ----------------------

                 31     Certification   pursuant   to   Section   302   of   the
                        Sarbanes-Oxley Act of 2002.

                 32     Certification  of  Chief  Executive  Officer  and  Chief
                        Financial Officer of the Company,  pursuant to 18 U.S.C.
                        Section 1350, as adopted  pursuant to Section 906 of the
                        Sarbanes-Oxley Act of 2002.


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