SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

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

                      For the quarterly period ended
                             March 31, 2005
   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 registrant as specified 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)

                            202/387-5400
          (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
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

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

         Class              Outstanding at March 31, 2005

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

Documents incorporated by reference:            None



                   PART I  -- FINANCIAL INFORMATION

              LUMINARY ACQUISITION CORPORATION
               (A DEVELOPMENT STAGE COMPANY)
                       BALANCE SHEET
                  AS OF MARCH 31, 2005
                       (Unaudited)
                  -----------------------
                         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
                             (Unaudited)
                         -----------------------
<TABLE>
<CAPTION>
             		For the     For the    March24,
             		3-Months    3-Months   1999
             		Ended       Ended      (Inception)
             		March 31, 	March 31,	March 31,
             		2005        2004        2005

<S>          		<C>         <C>        	<C>
Income       		$  -        $  -       	$   -

Expenses
  Organization
    expense       	-           -               580
  Professional
    Fees			-           -               750
               		-------     -------     -------

Total expenses    	-           -             1,330
               		-------     -------     -------
NET LOSS          	-           -           $(1,330)
               		=======     =======     =======
</TABLE>

                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 MARCH 31, 2005
                                 (Unaudited)
                           --------------------
<TABLE>
<CAPTION>
                                                           Deficit
                                                           Accumulated
                                               Additional  During
                        Common Stock Issued    Paid-In     Development
                          Shares     Amount    Capital     Stage        Total
                         -------     ------    -------    ----------    -----
<S>                     <C>          <C>       <C>        <C>           <C>
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              -        -         -           -          -
 March 31, 2005                 -        -         -           -          -
                          ---------   ------     -----     --------    ------
BALANCE AT
  MARCH 31, 2005         5,000,000    $ 500     $1,330     $(1,330)      500
===================      =========    =====      =====      =======    ======

</TABLE>
               See accompanying notes to financial statements
                                       4

<PAGE>
<TABLE>
<CAPTION>
                           LUMINARY ACQUISITION CORPORATION
                            (A DEVELOPMENT STAGE COMPANY)
                               STATEMENTS OF CASH FLOWS
                                    (Unaudited)
                               ------------------------

                                                                    For The Period
                                                                    From
                                    January 1,      January 1,      March 24, 1999
                                    2005 to         2004 to         (Inception) to
                                    March 31, 2005  March 31, 2004   March 31, 2005
                                    -----------     -----------     ------------
<S>                                 <C>             <C>             <C>

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
=========================             ========        =======          ======
</TABLE>

                    See accompanying notes to financial statements
                                        5
<PAGE>


                        LUMINARY ACQUISITION CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                            AS OF March 31, 2005
                            -----------------------


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 three months ended
March 31, 2005 and 2004.

(E) Recent Accounting Pronouncements

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.

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).

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANAYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERAITONS

     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.

ITEM 3.  SARBANES-OXLEY ACT

     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.


           PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     There are no legal proceedings against the Company and the Company is
unaware of such proceedings contemplated against it.

ITEM 2.  CHANGES IN SECURITIES

     Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     Not applicable.

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

     Not applicable.

ITEM 5.  OTHER INFORMATION

     Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)     Exhibits

     None

     (b)     Reports on Form 8-K

     There were no reports on Form 8-K filed by the Company during the
quarter.

                               SIGNATURES

     Pursuant to the requirements 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
                                            President

Dated:   May 12, 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            May 12, 2005