SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                              FORM 10-KSB
(Mark One)
[X]             ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934

                      For the fiscal year ended
                             December 31, 2004

   OR
[  ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR
             15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                 For the transition period from    to


                    Commission file number 0-28609

                   LUMINARY ACQUISITION CORPORATION
         (Exact name of small business issuer in its charter)

            Delaware                             52-2201516
         (State or other jurisdiction of         (I.R.S. Employer
        incorporation or organization)          Identification No.)

                 1504 R Street, N.W., Washington, D.C. 20009
            (Address of principal executive offices)  (zip code)

               Issuer's Telephone Number:     202/387-5400

Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.0001 par value per share

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the last 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

Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this
Form 10-KSB.  [  ]

State issuer's revenues for its most recent fiscal year.         $ 0.

State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was sold, or the average bid and asked price
of such common equity, as of a specified date within the past 60 days.
                    $ 0.

State the number of shares outstanding of each of the issuer's classes
     of common equity, as of the latest practicable date.

Class                              Outstanding at December 31, 2004

Common Stock, par value $0.0001                   5,000,000

Documents incorporated by reference:            None


<PAGE>
                                PART I

Item 1.  Description of Business

     Luminary Acquisition Corporation (the "Company") was incorporated
on March 24, 1999 under the laws of the State of Delaware to engage in
any lawful corporate undertaking, including, but not limited to,
selected mergers and acquisitions. The Company has been in the
developmental stage since inception and has no operations to date
other than issuing shares to its original shareholder.

     The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in a business entity which
desires to seek the perceived advantages of a corporation which has a
class of securities registered under the Exchange Act.  The Company
will not restrict its search to any specific business, industry, or
geographical location and it may participate in a business venture of
virtually any kind or nature.  Management anticipates that it will be
able to participate in only one potential business venture because the
Company has nominal assets and limited financial resources.

     The Company registered its common stock on a Form 10-SB
registration statement filed pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act") and Rule 12(g) thereof.  The Company
files with the Securities and Exchange Commission periodic and current
reports under Rule 13(a) of the Exchange Act, including quarterly
reports on Form 10-QSB and annual reports Form 10-KSB.

Item 2.  Description of Property

     The Company has no properties and at this time has no agreements
to acquire any properties.  The Company currently uses the offices of
management at no cost to the Company.  Management has agreed to
continue this arrangement until the Company completes a business
combination.

Item 3.  Legal Proceedings

     There is no litigation pending or threatened by or against the
Company.

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

     No matter was submitted to a vote of security holders, through
the solicitation of proxies or otherwise, during the fourth quarter of
the fiscal year covered by this report.

                                PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

     There is currently no public market for the Company's securities.

     Following a business combination, a target company will normally
wish to cause the Company's common stock to trade in one or more
United States securities markets.  The target company may elect to
take the steps required for such admission to quotation following the
business combination or at some later time.

     At such time as it qualifies, the Company may choose to apply for
quotation of its securities on the NASD OTC Bulletin Board.

     The NASD OTC Bulletin Board is a dealer-driven quotation service.
Unlike the Nasdaq Stock Market, companies cannot directly apply to be
quoted on the NASD OTC Bulletin Board, only market makers can initiate
quotes, and quoted companies do not have to meet any quantitative
financial requirements.  Any equity security of a reporting company
not listed on the Nasdaq Stock Market or on a national securities
exchange is eligible.

     As such time as it qualifies, the Company may choose to apply for
quotation of its securities on the Nasdaq SmallCap Market.

     In order to qualify for listing on the Nasdaq SmallCap Market, a
company must have at least (i) net tangible assets of $4,000,000 or
market capitalization of $50,000,000 or net income for two of the last
three years of $750,000; (ii) a public float of 1,000,000 shares with
a market value of $5,000,000; (iii) a bid price of $4.00; (iv) three
market makers; (v) 300 shareholders and (vi) an operating history of
one year or, if less than one year, $50,000,000 in market
capitalization.  For continued listing on the Nasdaq SmallCap Market,
a company must have at least (i) net tangible assets of $2,000,000 or
market capitalization of $35,000,000 or net income for two of the last
three years of $500,000; (ii) a public float of 500,000 shares with a
market value of $1,000,000; (iii) a bid price of $1.00; (iv) two
market makers; and (v) 300 shareholders.

     In general there is greatest liquidity for traded securities on
the Nasdaq SmallCap Market and less on the NASD OTC Bulletin Board.
It is not possible to predict where, if at all, the securities of the
Company will be traded following a business combination.

     Since inception, the Company has sold securities
which were not registered as follows:

                                    NUMBER OF
     DATE         NAME              SHARES         CONSIDERATION

March 25, 1999    TPG Capital
                  Corporation(1)    5,000,000      $500
     ________

     (1)  Mr. Cassidy, the president and sole director of the Company,
is the sole director and controlling shareholder of TPG Capital
Corporation and is therefore considered to be the beneficial owner of
the common stock of the Company issued to it.

Item 6.  Management's Discussion and Analysis or Plan of Operation

     The Company will attempt to locate and negotiate with a business
entity for the combination of that target company with the Company.
The combination will normally take the form of a merger,
stock-for-stock exchange or stock-for-assets exchange (the "business
combination").  In most instances the target company will wish to
structure the business combination to be within the definition of a
tax-free reorganization under Section 351 or Section 368 of the
Internal Revenue Code of 1986, as amended.  No assurances can be given
that the Company will be successful in locating or negotiating with
any target business.

     The Company has not restricted its search for any specific kind
of businesses, and it may acquire a business which is in its
preliminary or development stage, which is already in operation, or in
essentially any stage of its business life. It is impossible to
predict the status of any business in which the Company may become
engaged, in that such business may need to seek additional capital,
may desire to have its shares publicly traded, or may seek other
perceived advantages which the Company may offer.

     In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, or licensing agreement
with another corporation or entity.

     It is anticipated that any securities issued in any such business
combination would be issued in reliance upon exemption from
registration under applicable federal and state securities laws.  In
some circumstances, however, as a negotiated element of its
transaction, the Company may agree to register all or a part of such
securities immediately after the transaction is consummated or at
specified times thereafter.  If such registration occurs, it will be
undertaken by the surviving entity after the Company has entered into
an agreement for a business combination or has consummated a business
combination.  The issuance of additional securities and their
potential sale into any trading market which may develop in the
Company's securities may depress the market value of the Company's
securities in the future if such a market develops, of which there is
no assurance.

     The Company will participate in a business combination only after
the negotiation and execution of appropriate agreements.  Negotiations
with a target company will likely focus on the percentage of the
Company which the target company shareholders would acquire in
exchange for their shareholdings.  Although the terms of such
agreements cannot be predicted, generally such agreements will require
certain representations and warranties of the parties thereto, will
specify certain events of default, will detail the terms of closing
and the conditions which must be satisfied by the parties prior to and
after such closing and will include miscellaneous other terms.  Any
merger or acquisition effected by the Company can be expected to have
a significant dilutive effect on the percentage of shares held by the
Company's shareholders at such time.

     The Company has entered into an agreement with TPG Capital
Corporation, its sole shareholder, to supervise the search for target
companies as potential candidates for a business combination.  The
agreement will continue until such time as the Company has effected a
business combination.  TPG Capital Corporation has agreed to pay all
expenses of the Company until such time as a business combination is
effected, without repayment.  James M. Cassidy, the sole officer and
director of the Company, is the sole officer and director and
controlling shareholder of TPG Capital Corporation.

     The Company does not anticipate expending funds itself for
locating a target company.  James M. Cassidy, the officer and director
of the Company, provides his services without charge or repayment.
The Company will not borrow any funds to make any payments to the
Company's management, its affiliates or associates.  If TPG Capital
Corporation stops or becomes unable to continue to pay the Company's
operating expenses, the Company may not be able to timely make its
periodic reports required under the Exchange Act nor to continue to
search for an acquisition target.

     TPG Capital Corporation may only locate potential target
companies for the Company and is not authorized to enter into any
agreement with a potential target company binding the Company.  TPG
Capital Corporation may provide assistance to target companies
incident to and following a business combination, and receive payment
for such assistance from target companies. The agreement with TPG
Capital Corporation is not exclusive and the Company may enter into
similar agreements with other persons or entities.

     The Board of Directors has passed a resolution which contains a
policy that the Company will not seek a business combination with any
entity in which the Company's officer, director, shareholders or any
affiliate or associate serves as an officer or director or holds any
ownership interest.

Item 7.  Financial Statements

     The financial statements for the year ended December 31, 2004 are
attached to this filing.

Item 8.   Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure

     There were no changes in or disagreements with accountants on
accounting and financial disclosure for the period covered by this
report.


                               PART III

Item 9.   Directors, Executive Officers, Promoters and Control
          Persons; Compliance with Section 16(a) of the Exchange Act

     The Directors and Officers of the Company are as follows:

Name                     Age            Positions and Offices Held

James M. Cassidy          69             President, Secretary, Director

     There are no agreements or understandings for the officer or
director to resign at the request of another person and the above-
named officer and director is not acting on behalf of nor will act at
the direction of any other person.

     Set forth below is the name of the director and officer of the
Company, all positions and offices with the Company held, the period
during which he has served as such, and the business experience during
at least the last five years:

     James Michael Cassidy, Esq., LL.B., LL.M., received a Bachelor of
Science in Languages and Linguistics from Georgetown University in
1960, a Bachelor of Laws from The Catholic University School of Law in
1963, and a Master of Laws in Taxation from The Georgetown University
School of Law in 1968. From 1963-1964, Mr. Cassidy was law clerk to
the Honorable Inzer B. Wyatt of the United States District Court for
the Southern District of New York. From 1964-1965, Mr. Cassidy was law
clerk to the Honorable Wilbur K. Miller of the United States Court of
Appeals for the District of Columbia.  From 1969-1975, Mr. Cassidy was
an associate of the law firm of Kieffer & Moroney and a principal in
the law firm of Kieffer & Cassidy, Washington, D.C.  From 1975 to
date, Mr. Cassidy has been a principal in the law firm of Cassidy &
Associates, Washington, D.C. and its predecessors, specializing in
securities law and related corporate and federal taxation matters. Mr.
Cassidy is a member of the bars of the District of Columbia and the
State of New York and is admitted to practice before the United States
Tax Court and the United States Supreme Court.

     On June 4, 2001, without admitting or denying any wrongdoing,
James M. Cassidy, the sole director and executive officer of the
Company, and TPG Capital Corporation, a corporation controlled by Mr.
Cassidy, consented to the issuance of an order by the Securities and
Exchange Commission to cease and desist from committing or causing any
violation and any future violation of Section 10(b) of the Securities
Exchange Act of 1934 ("1934 Act") and Rule 10b-5 thereunder and from
causing any violation and future violation of Section 13(a) of the
1934 Act and Rules 13a-13 and 12b-20 thereunder in connection with
arranging reverse mergers between reporting companies that they
controlled and issuers facing possible delisting from the NASD OTC
Bulletin Board.

     Specifically, the Securities and Exchange Commission said that
Mr. Cassidy and TPG had filed amended registration statements for five
reporting companies that wrongly stated that the companies were not
engaged at that time in negotiations with specific entities regarding
a possible business combination.  Three of these companies also filed
periodic reports under the 1934 Act, which the Securities and Exchange
Commission said wrongly stated that they were not engaged at that time
in merger negotiations.  TPG Capital Corporation also agreed to
consent, without admitting or denying any wrongdoing, to the payment
of a civil penalty.

Other Similar Companies

     James M. Cassidy, the president of the Company, has been and is
currently involved with companies similar to this one.  The initial
business purpose of each of these companies was or is to engage in a
business combination with an unidentified company or companies.

Conflicts of Interest

     A conflict may arise in the event that a similar company with
which Mr. Cassidy is affiliated also actively seeks a target company.
It is anticipated that target companies will be located for the
Company and other similar companies in chronological order of the date
of formation of such companies or, in the case of companies formed on
the same date, alphabetically.  However, other companies may differ
from the Company in certain items such as place of incorporation,
number of shares and shareholders, working capital, types of
authorized securities, or other items.  It may be that a target
company may be more suitable for or may prefer a certain company
formed after the Company.  In such case, a business combination might
be negotiated on behalf of the more suitable or preferred similar
company regardless of date of formation.

     Mr. Cassidy is the principal of Cassidy & Associates, a law firm
located in Washington, D.C. As such, demands may be placed on the time
of Mr. Cassidy which would detract from the amount of time he is able
to devote to the Company.  Mr. Cassidy intends to devote as much time
to the activities of the Company as required.  However, should such a
conflict arise, there is no assurance that Mr. Cassidy would not
attend to other matters prior to those of the Company.

     The terms of business combination may include such terms as Mr.
Cassidy remaining a director or officer of the Company and/or the
continuing securities or other legal work of the Company being handled
by the law firm of which Mr. Cassidy is the principal.  The terms of a
business combination may provide for a payment by cash or otherwise to
TPG Capital Corporation by a target business for the purchase of all
or some of the common stock of the Company owned by TPG Capital
Corporation.  Mr. Cassidy would directly benefit from such employment
or payment. Such benefits may influence Mr. Cassidy's choice of a
target business.

     The Company will not enter into a business combination, or
acquire any assets of any kind for its securities, in which management
or promoters of the Company or any affiliates or associates have any
interest, direct or indirect.

     There are no binding guidelines or procedures for resolving
potential conflicts of interest. Failure by management to resolve
conflicts of interest in favor of the Company could result in
liability of management to the Company.  However, any attempt by
shareholders to enforce a liability of management to the Company would
most likely be prohibitively expensive and time consuming.

Item 10.  Executive Compensation

     The Company's officer and director does not receive any
compensation for his services rendered to the Company, nor has he
received such compensation in the past.  The officer and director is
not accruing any compensation pursuant to any agreement with the
Company.  However, the officer and director of the Company anticipates
receiving benefits as a beneficial shareholder of the Company and as a
principal of TPG Capital Corporation.

     No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the Company
for the benefit of its employees.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth, as of December 31, 2004, each
person known by the Company to be the beneficial owner of five percent
or more of the Company's common stock and the director and officer of
the Company.  Except as noted, the holder thereof has sole voting and
investment power with respect to the shares shown.

Name and Address              Amount of Beneficial        Percent of
of Beneficial Owner                Ownership              Outstanding Stock


TPG Capital Corporation            5,000,000                      100%
1504 R Street, N.W.
Washington, D.C. 20009

James M. Cassidy(1)                5,000,000                      100%
1504 R Street, N.W.
Washington, D.C. 20009

All Executive Officers and
Directors as a Group
     (1 Person)                    5,000,000                       100%

(1)  Mr. Cassidy is the sole director and controlling shareholder of
     TPG Capital Corporation and is therefore considered the
     beneficial owner of the 5,000,000 shares of common stock owned by it.

Item 12.  Certain Relationships and Related Transactions

     On March 25, 1999, the Company issued a total of 5,000,000 shares
of Common Stock to the following entity for a total of $500 in cash:

                                    NUMBER OF         TOTAL
     NAME                           SHARES            CONSIDERATION

     TPG Capital Corporation       5,000,000           $500

     The Board of Directors has passed a resolution which contains a
policy that the Company will not seek an acquisition or merger with
any entity in which the Company's officer, director or shareholder or
their affiliates or associates serve as officer or director or hold
any ownership interest.  Management is not aware of any circumstances
under which this policy may be changed.

Item 13.  Exhibits and Reports on Form 8-K

     (a)  Exhibits

     (b)  There were no reports on Form 8-K filed by the Company
during the quarter ended December 31, 2004.

Item 14.  Controls and Procedures

 	Pursuant to Rules adopted by the Securities and Exchange
Commission under Section 302(a) of the Sarbanes-Oxley Act of 2002,
the Company carried out an evaluation of the effectiveness of the
design and operation of its disclosure controls and procedures
pursuant to Exchange Act Rule 13a-14.  This evaluation  was as of
the end of the fiscal period covered by this report done under the
supervision and with the participation of the Company's principal
executive officer (who is also the principal financial officer).
There have been no significant changes in internal controls or in
other factors that could significantly affect internal controls
subsequent to the date of the evaluation.  Based upon that evaluation,
he believes that the Company's disclosure controls and procedures
are effective in gathering, analyzing and disclosing information
needed to ensure that the information required to be disclosed by the
Company in its periodic reports is recorded, summarized and processed
timely.  The principal executive officer  is directly involved in the
day-to-day operations of the Company.



<PAGE>
                              SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly
authorized.

                         LUMINARY ACQUISITION CORPORATION

                         By:   /s/ James M. Cassidy
                                   James M. Cassidy, President

Dated:  March 25, 2005


     Pursuant to the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.

NAME                          OFFICE              DATE

/s/ James M. Cassidy          Director            March 25, 2005



<PAGE>

                   LUMINARY ACQUISITION CORPORATION
                     (A DEVELOPMENT STAGE COMPANY)
                         FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2004
<PAGE>

                   LUMINARY ACQUISITION CORPORATION
                     (A DEVELOPMENT STAGE COMPANY)


                               CONTENTS


PAGE	1	REPORT OF INDEPENDENT REGISTERED PUBLIC
		ACCOUNTIONG FIRM

PAGE	2	BALANCE SHEET AS OF DECEMBER 31, 2004

PAGE	3	STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER
		31, 2004 AND 2003 AND FOR THE PERIOD FROM MARCH 24,
		1999 (INCEPTION) TO DECEMBER 31, 2004

PAGE	4	STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY FOR THE PERIOD
		FROM MARCH 24, 1999 (INCEPTION) TO DECEMBER 31, 2004

PAGE	5	STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31,
		2004 AND 2003 AND FOR THE PERIOD FROM MARCH 24, 1999
		(INCEPTION) TO DECEMBER 31, 2004

PAGES	6 - 9	NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2004



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors of:
Luminary Acquisition Corporation
(A Development Stage Company)

We have audited the accompanying balance sheet of Luminary Acquisition
Corporation (a development stage company) as of December 31, 2004 and the
related statements of operations, changes in stockholder's equity and cash
flows for the years ended December 31, 2004 and 2003 and for the period
from March 24, 1999 (inception) to December 31, 2004.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements
based on our audits.

We conducted our audits in accordance with auditing standards of The Public
Company Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly
in all material respects, the financial position of Luminary Acquisition
Corporation (a development stage company) as of December 31, 2004, and the
results of its operations and its cash flows for the years ended December
31, 2004 and 2003 and for the period from March 24, 1999 (inception) to
December 31, 2004 in conformity with accounting principles generally
accepted in the United States of America.




WEINBERG & COMPANY, P.A.


Boca Raton, Florida
March 18, 2005


<PAGE>


              LUMINARY ACQUISITION CORPORATION
               (A DEVELOPMENT STAGE COMPANY)
                       BALANCE SHEET
                    DECEMBER 31, 2004
                    -----------------

                        ASSETS
                        ------

Cash                                    $ 500
                                        ------
TOTAL ASSETS                            $ 500
                                        ======

        LIABILITIES AND STOCKHOLDER'S EQUITY
        ------------------------------------

LIABILITIES                             $  -


STOCKHOLDER'S EQUITY

Preferred Stock, $.0001 par value,
 20,000,000 shares authorized,
 none issued and outstanding                -
Common Stock, $.0001 par value,
 100,000,000 shares authorized,
 5,000,000 issued and outstanding         500
Additional paid-in capital              1,330
Deficit accumulated during
    development stage                  (1,330)
                                       -------

 Total Stockholder's Equity               500
                                       -------
TOTAL LIABILITIES AND
  STOCKHOLDER'S EQUITY                  $ 500
                                       ========



            See accompanying notes to financial statements
                               2

<PAGE>

             LUMINARY ACQUISITION CORPORATION
               (A DEVELOPMENT STAGE COMPANY)
                 STATEMENT OF OPERATIONS
                 -----------------------

                                                      For the Period
                                                          From
                      For the Year   For the Year     March 24, 1999
                         Ended          Ended         (Inception) to
                      December 31,   December 31,       December 31,
                          2004          2003               2004
                      -----------    ------------     --------------

Income                $      -        $   -            $     -

Expenses
 Organization expense        -            -                 580
 Professional fees           -            -                 750
                      ----------      ---------        ---------

Total expenses               -            -               1,330
                      ----------      ---------         ---------

NET LOSS              $      -         $  -             $(1,330)
==========            ==========      =========        ==========


             See accompanying notes to financial statements
                                   3

<PAGE>

                       LUMINARY ACQUISITION CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)
                STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
                FOR THE PERIOD FROM MARCH 24, 1999 (INCEPTION)
                           TO DECEMBER 31, 2004
                           --------------------

                                                          Deficit
                                                         Accumulated
                                             Additional    During
                        Common Stock Issued    Paid-In   Development
                          Shares     Amount    Capital      Stage      Total
                         -------     ------    -------   ----------   -------

Common Stock Issuance    5,000,000    $ 500     $  -      $  -         $  500

Fair value of expenses
  contributed                   -        -       1,330        -         1,330

Net loss for the years ended:
 December 31, 1999              -        -         -        (1,330)    (1,330)
 December 31, 2000              -        -         -         -            -
 December 31, 2001              -        -         -         -            -
 December 31, 2002              -        -         -         -            -
 December 31, 2003              -        -         -         -            -
 December 31, 2004              -        -         -         -            -

                          ---------   ------     -----     --------    ------
BALANCE AT
  DECEMBER 31, 2004      5,000,000    $ 500     $1,330      $(1,330)   $  500
===================      =========    =====      =====      ========    ======

                 See accompanying notes to financial statements
                                    4


<PAGE>


                     LUMINARY ACQUISITION CORPORATION
                       (A DEVELOPMENT STAGE COMPANY)
                         STATEMENTS OF CASH FLOWS
                         ------------------------

                                                           For The Period
                                                                From
                              For the Year                 March 24, 1999
                                 Ended         Ended       (Inception) to
                              December 31,   December 31,   December 31,
                                 2004          2003            2004
                              -----------    -----------   ------------

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                     $    -         $   -          $ (1,330)
Adjustment to reconcile
 net loss to net cash used by
 operating activities

Contributed expenses              -             -              1,330
                               -------        -------        --------
 Net Cash Used In
     Operating Activities         -            -                -
                                -------       -------        --------
CASH FLOWS FROM
   INVESTING ACTIVITIES           -             -                -
                               -------        -------        --------
CASH FLOWS FROM
   FINANCING ACTIVITIES:

 Proceeds from issuance of
   common stock                   -             -               500
                               -------        -------        --------
 Net Cash Provided By Financing
    Activities                    -             -               500
                               -------        -------        -------
INCREASE IN CASH AND
   CASH EQUIVALENTS               -             -               500

CASH AND CASH EQUIVALENTS -
   BEGINNING OF PERIOD           500            500               -
                               -------        -------        -------
CASH AND CASH EQUIVALENTS -
   END OF PERIOD               $ 500           $500             $500
=================             ========        =======         ======

                 See accompanying notes to financial statements
                                       5

<PAGE>
                        LUMINARY ACQUISITION CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                            AS OF DECEMBER 31, 2004
                            -----------------------


NOTE 1	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) Organization and Business Operations

Luminary Acquisition Corporation (a development stage company) ("the
Company") was incorporated in Delaware on March 24, 1999 to serve as a
vehicle to effect a merger, exchange of capital stock, asset acquisition
or other business combination with a domestic or foreign private business.
At December 31, 2004, the Company had not yet commenced any formal business
operations, and all activity to date relates to the Company's formation.
The Company's fiscal year end is December 31.

The Company's ability to commence operations is contingent upon its ability
to identify a prospective target business.

(B) Use of Estimates

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

(C) Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all
highly liquid investments purchased with an original maturity of three
months or less to be cash equivalents.

(D) Income Taxes

The Company accounts for income taxes under the Financial Accounting Standards
Board of Financial Accounting Standards No. 109, "Accounting for Income Taxes"
("Statement 109"). Under Statement 109, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax basis. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled.  Under Statement 109, the effect
on deferred tax ssets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.
There were no current or deferred income tax expense or benefits due to
the Company not having any material operations for the years ended December
31, 2004 and 2003.

                                            6

<PAGE>
                        LUMINARY ACQUISITION CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                            AS OF DECEMBER 31, 2004
                            -----------------------

(E) Recent Accounting Pronouncements

In May 2003, the FASB issued SFAS No. 150, "Accounting For Certain Financial
Instruments with Characteristics of both Liabilities and Equity".  SFAS
No. 150 changes the accounting for certain financial instruments with
characteristics of both liabilities and equity that, under previous
pronouncements, issuers could account for as equity.  The new accounting
guidance contained in SFAS No. 150 requires that those instruments be
classified as liabilities in the balance sheet.

SFAS No. 150 affects the issuer's accounting for three types of freestanding
financial instruments.  One type is mandatorily redeemable shares, which the
issuing company is obligated to buy back in exchange for cash or other
assets.  A second type includes put options and forward purchase contracts,
which involves instruments that do or may require the issuer to buy back some
of its shares in exchange for cash or other assets.  The third type of
instruments that are liabilities under this Statement is obligations that
can be settled with shares, the monetary value of which is fixed, tied
solely or predominantly to a variable such as a market index, or varies
inversely with the value of the issuers' shares.  SFAS No. 150 does not
apply to features embedded in a financial instrument that is not a derivative
in its entirety.

Most of the provisions of Statement 150 are consistent with the existing
definition of liabilities in FASB Concepts Statement No. 6, "Elements of
Financial Statements".  The remaining provisions of this Statement are
consistent with the FASB's proposal to revise that definition to encompass
certain obligations that a reporting entity can or must settle by issuing its
own shares.  This Statement shall be effective for financial instruments
entered into or modified after May 31, 2003 and otherwise shall be effective
at the beginning of the first interim period beginning after June 15, 2003,
except for mandatorily redeemable financial instruments of a non-public
entity, as to which the effective date is for fiscal periods beginning
after December 15, 2004.

In January 2003, (as revised in December 2003) The Financial Accounting
Standards Board ("FASB") issued Interpretation No. 46, "Consolidation of
Variable Interest Entities", an interpretation of Accounting Research Bulletin
("ARB") No. 51, "Consolidated Financial Statements".  Interpretation No. 46
addresses consolidation by business enterprises of variable interest entities,
which have one or both of the following characteristics: (i) the equity
investment at risk is not sufficient to permit the entity to finance its
activities without additional subordinated support from other parties, which
is provided through other interest that will absorb some or all of the
expected losses of the entity; (ii) the equity investors lack one or more
of the following essential characteristics of a controlling financial
interest: the direct or indirect ability to make decisions about the
entities activities through voting rights or similar rights; or the
obligation to absorb the expected losses of the entity if they occur,
which makes it possible for the entity to finance its activities; the right
to receive the

                                     7

<PAGE>
                        LUMINARY ACQUISITION CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                            AS OF DECEMBER 31, 2004
                            -----------------------

expected residual returns of the entity if they occur, which is the
compensation for the risk of absorbing the expected losses.

Interpretation No. 46, as revised, also requires expanded disclosures by
the primary beneficiary (as defined) of a variable interest entity and by
an enterprise that holds a significant variable interest in a variable
interest entity but is not the primary beneficiary.

Interpretation No. 46, as revised, applies to small business issuers no
later than the end of the first reporting period that ends after December
15, 2004.  This effective date includes those entities to which Interpretation
46 had previously been applied.  However, prior to the required application
of Interpretation No. 46, a public entity that is a small business issuer
shall apply Interpretation 46 or this Interpretation to those entities that
are considered to be special-purpose entities no later than as of the end of
the first reporting period that ends after December 15, 2003

Interpretation No. 46 may be applied prospectively with a cumulative-effect
adjustment as of the date on which it is first applied or by restating
previously issued financial statements for one or more years with a
cumulative-effect adjustment as of the beginning of the first year restated.

In December 2004, the FASB issued SFAS No. 123 (R), "Share-Based Payment".
SFAS No. 123 (R) revises SFAS No. 123, "Accounting for Stock-Based
Compensation" and supersedes APB Opinion No. 25, "Accounting for Stock
Issued to Employees".  SFAS No. 123 (R) focuses primarily on the accounting
for transactions in which an entity obtains employee services in share-based
payment transactions.  SFAS No. 123 (R) requires companies to recognize in
the statement of operations the cost of employee services received in
exchange for awards of equity instruments based on the grant-date fair value
of those awards (with limited exceptions).  SFAS No. 123 (R) is effective as
of the first interim or annual reporting period that begins after June 15,
2005 for non-small business issuers and after December 15, 2005 for small
business issuers.  Accordingly, the Company will adopt SFAS No. 123 (R) in
its quarter ending March 31, 2006.  The Company is currently evaluating the
provisions of SFAS No. 123 (R) and has not yet determined the impact, if any,
that SFAS No. 123 (R) will have on its financial statement presentation
or disclosures.

The adoption of these pronouncements will not have a material effect on
the Company's financial position or results of operations.


                                       8

<PAGE>
                        LUMINARY ACQUISITION CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                            AS OF DECEMBER 31, 2004
                            -----------------------


NOTE 2	STOCKHOLDER'S EQUITY

(A) Preferred Stock

The Company is authorized to issue 20,000,000 shares of preferred stock
at $.0001 par value, with such designations, voting and other rights and
preferences as may be determined from time to time by the Board of Directors.

(B) Common Stock

The Company is authorized to issue 100,000,000 shares of common stock at
$.0001 par value.  The Company issued 5,000,000 shares of its common stock
to TPG Capital Corporation pursuant to Rule 506 for an aggregate consideration
of $500.

(C) Additional Paid-In Capital

Additional paid-in capital at December 31, 2004 represents the fair value of
services contributed to the Company by its president and the amount of
organization and professional costs incurred by TPG Capital on behalf of
the Company (See Note 3).

NOTE 3	AGREEMENT

On June 7, 1999, the Company signed an agreement with TPG Capital Corporation
(TPG), a related entity (See Note 4).  The Agreement calls for TPG to provide
the following services, without reimbursement from the Company, until the
Company enters into a business combination as described in Note 1(A):

1.	Preparation and filing of required documents with the Securities
		and Exchange Commission.
2.	Location and review of potential target companies.
3.	Payment of all corporate, organizational, and other costs incurred
		by the Company.

NOTE 4	RELATED PARTIES

Legal counsel to the Company is a firm owned by a director of the Company
who also owns a controlling interest in the outstanding stock of TPG
Capital Corporation (See Note 3).



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