U.S. SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 
 FORM 10-QSB
 
 
 Quarterly report under Section 13 or 15(d) of the
 Securities Exchange Act of 1934
 
 For the quarterly period ended September 30, 2004
 
 
 Commission File Number 000-50665
 
 
 BRIGHTON INVESTMENT HOLDING CO., INC.
 (Name of Small Business Issuer in Its Charter)
  Delaware
03-0451485(State of Incorporation)
(IRS Identification Number)
  275 Fifth Avenue, New York, New York 10001
 (Address of principal executive offices)(Zip Code)
 
 (212) 447-6538
 (Issuer's telephone number, including area code)
 
 
 Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 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 November 15, 2004 there were 300,000 shares of the issuer's common stock, $.0001 par value per share, issued and outstanding.
 
 
 
 BRIGHTON INVESTMENT HOLDING CO., INC.
 FORM 10-QSB
 September 30, 2004
 
 
 INDEX
 
 
 PART I - FINANCIAL INFORMATION
PAGEItem 1 - FINANCIAL STATEMENTS (UNAUDITED)Balance Sheet -September 30, 2004 and December 31, 2003Statements of Operations -Three and Nine Months Ended September 30, 2004Statements of Cash Flows -Three and Nine Months Ended September 30, 2004Notes to Financial Statements -Three and Nine Months Ended September 30, 2004Item 2 - PLAN OF OPERATIONItem 3 -CONTROLS AND PROCEDURESPART II- OTHER INFORMATIONItem 1 - LEGAL PROCEEDINGSItem 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSItem 3 - DEFAULTS UPON SENIOR SECURITIESItem 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSItem 5 - OTHER INFORMATIONItem 6 - EXHIBITS AND REPORTS ON FORM 8-K
 
     BRIGHTON INVESTMENT HOLDING CO., INC.
 FORM 10-QSB
 SEPTEMBER 30, 2004
 
 
 PART I - FINANCIAL INFORMATION
 
 Item 1 - FINANCIAL STATEMENTS (UNAUDITED)
 
 **BRIGHTON INVESTMENT HOLDING CO., INC.****(A Development Stage Company)****Balance Sheets****September 30,**


**December 31,****2004**


**2003**(Unaudited)**Assets**Current assets:Cash


$
5,484

$
10,681Restricted cash held in escrow account



100,000


-Total current assets



105,484


10,681Other assets:Deferred offering costs



-


16,500Total assets


$
105,484

$
27,181**Liabilities and Stockholders' Equity**Current liabilities:Accounts payable and accrued expenses


$
-

$
-Total current liabilities



-


-Other liabilities



-


-Total liabilities



-


-Common stock subject to possible redemption;200,000 shares at redemption value



100,000


-Stockholders' equity:Preferred stock, $.0001 par value;5,000,000 shares authorized, none issued



-


-Common stock, $.0001 par value; 30,000,000 sharesauthorized, issued and outstanding 500,000 shares(including 200,000 shares subject to possibleredemption) and 300,000 shares, respectively


50


30Additional paid-in capital



19,950


29,970Deficit accumulated during the development stage


(14,516)


(2,819)Total stockholders' equity



5,484


27,181Total liabilities and stockholders' equity


$
105,484

$
27,181See notes to financial statements. 
     
 **BRIGHTON INVESTMENT HOLDING CO., INC.****(A Development Stage Company)****Statements of Operations****(Unaudited)****Cumulative****During the****Development****Three Months Ended**


**Nine Months Ended**


**Stage****September 30,**


**September 30,**


**(May 28, 2002 to****2004**


**2003**


**2004**


**2003**


**September 30, 2004)**Revenues
$
-

$
-

$
-

$
-

$
-Expenses:General and administrative

759


-


11,697


-


14,516Total expenses

759


-


11,697


-


14,516Net loss
$
(759)

$
-


(11,697)


-

$
(14,516)Net loss per share,basic and diluted
$
(0.00)

$
0.00

$
(0.03)

$
0.00Weighted average numberof common sharesoutstanding, basicand diluted

433,333


300,000


344,444


300,000See notes to financial statements. 
     
 **BRIGHTON INVESTMENT HOLDING CO., INC.****(A Development Stage Company)****Statements of Cash Flows****(Unaudited)****Cumulative****During the****Development****Three Months Ended**


**Nine Months Ended**


**Stage****September 30,**


**September 30,**


**(May 28, 2002 to****2004**


**2003**


**2004**


**2003**


**September 30, 2004)**Cash flows from operating activities:Net loss
$
(759)

$
-
$
(11,697)

$
-

$
(14,516)Changes in assets and liabilities:Accounts payable andaccrued expenses

-


-


-


-


-Net cash provided by (used for)operating activities

(759)


-


(11,697)


-


(14,516)Cash flows from investing activities

-


-


-


-


-Cash flows from financing activities:Proceeds from salesof common stock

-

-

-

-


30,000Additional capital contribution

-

-

10,000


-


10,000Deferred offering costs incurred

-


-


(3,500)


-


(20,000)Net cash provided by (used for)financing activities

-


-


6,500


-


20,000Net increase (decrease) in cash

(759)


-

(5,197)


-


5,484Cash, beginning of period

6,243


599


10,681


599


-Cash, end of period
$
5,484

$
599

$
5,484

$
599

$
5,484Supplemental disclosures ofcash flow information:Interest paid
$
-

$
-

$
-

$
-

$
-Income taxes paid
$
-

$
-

$
-

$
-

$
-Schedule of non-cash financing activities:Proceeds from public offering includedin restricted cash heldin escrow account
$
100,000

$
-

$
100,000

$
-

$
100,000See notes to financial statements. 
     **BRIGHTON INVESTMENT HOLDING CO., INC.**
 **(A Development Stage Company)**
 **Notes to Financial Statements**
 **For the Three and Nine Months Ended**
 **September 30, 2004 and 2003**
 **and For the Period**
 **May 28, 2002 (Date of Inception) to September 30, 2004**
 **(Unaudited)**
 
 NOTE 1 **-** INTERIM FINANCIAL STATEMENTS
 
 The unaudited financial statements as of September 30, 2004 and for the three and nine months ended September 30, 2004 and 2003 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-QSB. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of September 30, 2004 and the results of operations and cash flows for the three and nine month periods ended September 30, 2004 and 2003. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the three and nine month periods ended September 30, 2004 are not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending December 31, 2004. The balance sheet at December 31, 2003 has been derived from the audited financial statements at that date.
 
 Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commissions rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, 2003 as included in our report on Form 10-KSB.
 
 NOTE 2 - ORGANIZATION
 
 Brighton Investment Holding Co., Inc. (Brighton or the Company) was incorporated in the State of Delaware on May 28, 2002. The Company is a blank check company that is looking for a suitable business to merge with or acquire. The Company is in discussions with one such business but has not reached a binding agreement as of November 16, 2004.
 
 NOTE 3 - PUBLIC OFFERING
 
 On February 13, 2004, the Companys registration statement involving a public offering of Company common stock (the Offering) was declared effective by the Securities and Exchange Commission. The Offering, which was completed in July 2004, was for the sale of 200,000 shares of the Companys common stock at a purchase price of $.50 per share. The shares were sold exclusively by the Company in a self-underwritten offering on an all or none basis. The $100,000 in offering proceeds will remain in escrow until on an all or none basis. The $100,000 in offering proceeds will remain in escrow until the Company has completed a merger or acquisition according to the terms of Rule 419 of the Securities Act of 1933.
 
 Rule 419 requires that offering proceeds after deduction for underwriting commissions, underwriting expenses and deal allowances issued be deposited into an escrow or trust account (the Deposited Funds and Deposited Securities, respectively) governed by an agreement which contains certain terms and provisions specified by the Rule. Under Rule 419, the Deposited Funds and Deposited Securities will be released to the Company and to the investors, respectively, only after the Company has met the following three basic conditions. First, the Company must execute an agreement(s) for an acquisition(s) meeting certain prescribed criteria. Second, the Company must file a post-effective amendment to the registration statement that includes the terms of a reconfirmation offer that must contain conditions prescribed by the rules. The post-effective amendment must also contain information regarding the acquisition candidate(s) and its business(es), including audited financial statements. The agreement(s) must include, as a condition precedent to their consummation, a requirement that the number of investors representing 80% of the maximum proceeds must elect to reconfirm their investments. Third, the Company must conduct the reconfirmation offer and satisfy all of the prescribed conditions, including the condition that investors representing 80% of the Deposited Funds must elect to remain investors. The post-effective amendment must also include the terms of the reconfirmation offer mandated by Rule 419. The reconfirmation offer must include certain prescribed conditions that must be satisfied before the Deposited Funds and Deposited Securities can be released from escrow. After the Company submits a signed representation to the escrow agent that the requirements of Rule 419 have been met and after the acquisition(s) is consummated, the escrow agent can release the Deposited Funds and Deposited Securities. Investors who do not reconfirm their investments will receive the return of a pro-rata portion thereof; and in the event investors representing less than 80% of the Deposited Funds reconfirm their investments, the Deposited Funds will be returned to the investors on a pro-rata basis.
     Item 2. PLAN OF OPERATION
 
 Brighton does not currently engage in any business activities which provide any cash flow. The costs of identifying, investigating, and analyzing business combinations are being paid with money in Brighton's treasury, and not with proceeds received from Brighton's initial public offering.
 
 Brighton may seek a business combination in the form of firms which have recently commenced operations, are developing companies in need of additional funds for expansion into new products or markets, are seeking to develop a new product or service, or are established businesses which may be experiencing financial or operating difficulties and are in need of additional capital. A business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself, such as time delays, significant expense, loss of voting control and compliance with various Federal and State securities laws.
 
 Brighton will not acquire a target business unless the fair value of the target business represents 80% of the maximum offering proceeds. To determine the fair market value of a target business, Brighton's management will examine the certified financial statements (including balance sheets and statements of cash flow and stockholders' equity) of any candidate and will participate in a personal inspection of any potential target business.
 
 Based upon management's experience with and knowledge of blank check companies, the probable desire on the part of the owners of target businesses to assume voting control over Brighton (to avoid tax consequences or to have complete authority to manage the business) will almost assure that Brighton will combine with just one target business. Management also anticipates that upon consummation of a business combination, there will be a change in control in Brighton which will most likely result in the resignation or removal of Brighton's present officers and directors.
 
 Investors should note that any merger or acquisition effected by Brighton can be expected to have a significant dilutive effect on the percentage of shares held by Brighton's then-shareholders, including purchasers in its public offering. On the consummation of a business combination, the target business will have significantly more assets than Brighton; therefore, management plans to offer a controlling interest in Brighton to the target business.
 
 Brighton will attempt to structure any acquisition in a so-called "tax-free" reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code of 1954, as amended (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% or more of the voting stock of the surviving entity. In such event, the shareholders of Brighton would retain less than 20% of the issued and outstanding shares of the surviving entity, which would be likely to result in significant dilution in the equity of such shareholders.
 
 Management anticipates that it may be able to effect only one potential business combination, due primarily to Brighton's limited financing. As a result, Brighton will not be able to offset potential losses from one venture against gains from another.
 
 The analysis of business combinations will be undertaken by the officers and directors of Brighton, none of whom is a professional business analyst. In analyzing prospective business combinations, management will consider such matters as the available technical, financial, and managerial resources; working capital and other financial requirements; prospects for the future; nature of present and expected competition; the quality and experience of management services which may be available and the depth of that management; the potential for growth or expansion; the potential for profit; the perceived public recognition or acceptance or products; name identification; and other relevant factors.
 
 Management will not actively negotiate or otherwise consent to the purchase of any portion of their common stock as a condition to or in connection with any proposed merger.
 
 The securities to be issued in a merger shall be issued in reliance on exemptions from registration under applicable federal and state securities laws.
 
 The terms of the merger will be based upon the respective needs and desires of Brighton and the target company and the relative negotiating strength of Brighton and such other management.
 
 Brighton has adopted a policy that it will not pay a finder's fee to any member of management for locating a merger or acquisition candidate. No member of management intends to or may seek and negotiate for the payment of finder's fees.
 
 Brighton does not intend to raise any additional capital prior to consummation of a business combination.
 
 Item 3. CONTROLS AND PROCEDURES
 
 Brighton maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in Brightons Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.  Management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures which, by their nature, can provide only reasonable assurance regarding managements control objectives.  Management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures are effective in reaching the level of reasonable assurance regarding managements control objectives.
 
 Brighton has carried out an evaluation, under the supervision and with the participation of Brightons management, including Brightons Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of Brightons disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b).  Based upon the foregoing, as of September 30, 2004, our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to Brighton required to be included in Brightons Exchange Act reports. There has been no change during Brightons fiscal quarter ended September 30, 2004 in our internal control over financial reporting that was identified in connection with the foregoing evaluation which has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
 
 PART II - OTHER INFORMATION
 
 Item 1. LEGAL PROCEEDINGS
 
 None
 
 Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
 None
 
 Item 3. DEFAULTS UPON SENIOR SECURITIES
 
 None
 
 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 None
 
 Item 5. OTHER INFORMATION
 
 None
 
 Item 6. EXHIBITS AND REPORTS ON FORM 8-K
 (a) Exhibits
   Exhibit No.
Description31.1
Certification by Chief Executive Officer and Chief Financial Officer Pursuant to Section 30232.1
Certification by Chief Executive Officer and Chief Financial Officer Pursuant to Section 906
 (b)  Reports on Form 8-K
 
 A Report on Form 8-K was filed with the Commission in August 2004 regarding Changes in control of Brighton and the resignation of directors.
 
 
     SIGNATURES
 
 In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
  BRIGHTON INVESTMENT HOLDING CO., INC.By: /s/ Michael CurtisMichael Curtis, President, DirectorDated: 11/17/2004