UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 **FORM
10-QSB**
 
 **[X]
QUARTERLY REPORT PURSUANT TO SECTION 13(d) OF THE SECURITIES EXCHANGE ACT OF
1934**
 
 For the
First Quarter ended March
31, 2005
 
 Commission
File Number: 000-28429
 
 **GYK
Ventures Inc.**
 
 (Exact
name as specified in its company charter)
 
 
 Nevada 68-0423301
 (Jurisdiction
of Incorporation) (I.R.S.
Employer Identification No.)
 
 668 North
Coast Highway #261, Laguna Beach CA 92651
 (Address of
principal executive offices)      (Zip
Code)
 
 Registrant's
telephone number, including area code: (949)
487-7295 Extension 17
 
 Securities
registered pursuant to Section 12(b) of the Act: None
 
 Securities
registered pursuant to Section 12(g) of the Act: Common
Stock
 
 Shares of
our Common Stock were issued and outstanding as of March
31, 2005 : 44,751,685
 
 Transitional
Small Business Disclosure Format (check one): yes [ ] no [X]
 
 
 ***Page
- 1***
 
 ****
 **PART
I: FINANCIAL INFORMATION**
 
 ****
 **Item
1. Financial Statements.**
 
 The
financial statements, for the three months ended March 31, 2005, included herein
have been prepared by the Company, without audit pursuant to the rules and
regulations of the Securities and Exchange Commission.
 
 Certain
information and footnotes disclosure, normally included in financial statements
prepared in accordance with generally accepted accounting principles, are often
condensed or omitted, in unaudited quarterly reports, pursuant to regulations
which allow such omissions.
 
 
 
 The
Remainder of this Page is Intentionally left Blank
 
 
 
 ***Page
- 2***
   
 **GYK
Ventures, Inc.**
 
 Financial
Statements
 
 March 31,
2005
 
 
 
 
 ***Page
- 3***
  **GYK
Ventures, Inc.**
 (a
Development Stage Company)
 Balance
Sheets
  March
      31,
    
    
    December
      31,2005
    
    
    2004(Unaudited)**ASSETS**Total
      Assets
    
    $
    -
    
    $
    -**LIABILITIES
      AND STOCKHOLDERS' EQUITY**Current
      LiabilitiesAccounts
      Payable
    
    $
    -
    
    $
    -Accounts
      Payable - related party
    
    
    -
    
    
    -Notes
      Payable - Related Party
    
    
    292,869
    
    
    285,499Total
      Current Liabilities
    
    
    292,869
    
    
    285,499Total
      Liabilities
    
    
    292,869
    
    
    285,499Stockholders'
      EquityCommon
      Stock, Authorized 100,000,000 Shares of $.001 Par Value,44,751,686
      and 44,751,686 shares issued and outstanding respectively
    
    
    44,751
    
    
    44,752Additional
      Paid in Capital
    
    
    1,598,379
    
    
    1,598,378Accumulated
      Deficit
    
    
    (1,935,999
    )
    
    (1,928,629
    )Total
      Stockholders' Equity
    
    
    (292,869
    )
    
    (285,499
    )Total
      Liabilities and Stockholders' Equity
    
    $
    -
    
    $
    -
  ***Page
- 4***
  **GYK
Ventures, Inc.**
 (a
Development Stage Company)
 Statements
of Operations
 (Unaudited)
  From
      InceptionFor
      the Three
    
    
    For
      the Three
    
    
    on
      December 10, 1998Months
      Ended
    
    
    Months
      Ended
    
    
    ThroughMarch
      31,
    
    
    March
      31,
    
    
    March
      31,2005
    
    
    2004
    
    
    2005Revenues
    
    $
    -
    
    $
    -
    
    $
    -Operating
      ExpensesGeneral
      & Administrative
    
    
    7,369
    
    
    29,099
    
    
    1,933,140Total
      Operating Expenses
    
    
    7,369
    
    
    29,099
    
    
    1,933,140Net
      Operating Income (Loss)
    
    
    (7,369
    )
    
    (29,099
    )
    
    (1,933,140
    )Other
      Income (Expense)(Loss)
      from Investment
    
    
    -
    
    
    -
    
    
    (12,108
    )Gain
      on Settlement of debt
    
    
    -
    
    
    -
    
    
    9,249Total
      Other Income (Expense)
    
    
    -
    
    
    -
    
    
    (2,859
    )Net
      Income (Loss)
    
    $
    (7,369
    )
    $
    (29,099
    )
    $
    (1,935,999
    )Net
      Income (Loss) Per Share
    
    $
    (0.00
    )
    $
    (0.00
    )
    $
    (0.11
    )Weighted
      Average Shares Outstanding
    
    
    44,751,686
    
    
    44,751,150
    
    
    17,181,156
     ***Page
- 5***
  **GYK
Ventures, Inc.**
 (a Development Stage Company)
 Statements
of Cash Flows
 (Unaudited)
 For
      the Three Months Ended
    
    
    From
      InceptionMarch
      31,
    
    
    on
      December 10, 1998Through
      March 31,2005
    
    
    2004
    
    
    2004Cash
      Flows from Operating ActivitiesNet
      Income (Loss)
    
    $
    (7,369
    )
    $
    (29,099
    )
    $
    (1,935,999
    )Adjustments
      to Reconcile Net Loss to Net CashProvided
      by Operations:Loss
      on sale of securities
    
    
    -
    
    
    -
    
    
    12,108Stock
      Issued for Services
    
    
    -
    
    
    -
    
    
    1,481,000Loss
      on settlement of notes receivable
    
    
    -
    
    
    -
    
    
    (9,249
    )Change
      in Assets and Liabilities
    
    
    -
    
    
    -
    
    
    245Increase
      (Decrease) in Accounts Payable and Accrued Expenses
    
    
    7,369
    
    
    29,099
    
    
    212,715Net
      Cash Provided(Used) by Operating Activities
    
    
    -
    
    
    -
    
    
    (239,180
    )Cash
      Flows from Investing ActivitiesPayment
      for notes receivable
    
    
    
    
    
    -
    
    
    (3,351
    )Cash
      paid for investments
    
    
    -
    
    
    -
    
    
    492Net
      Cash Provided (Used) by Investing Activities
    
    
    -
    
    
    -
    
    
    (2,859
    )Cash
      Flows from Financing ActivitiesCapital
      contribution
    
    
    -
    
    
    -
    
    
    1,400Issued
      common stock for cash
    
    
    -
    
    
    -
    
    
    37,800Proceeds
      from officer
    
    
    -
    
    
    -
    
    
    201,839Proceeds
      from subscription receivable
    
    
    -
    
    
    -
    
    
    1,000Net
      Cash Provided(Used) by Financing Activities
    
    
    -
    
    
    -
    
    
    242,039Increase
      (Decrease) in Cash
    
    
    -
    
    
    -
    
    
    -Cash
      and Cash Equivalents at Beginning of Period
    
    
    -
    
    
    -
    
    
    -Cash
      and Cash Equivalents at End of Period
    
    $
    -
    
    $
    -
    
    $
    -Cash
      Paid For:Interest
    
    $
    -
    
    $
    -
    
    $
    -Income
      Taxes
    
    $
    
    
    $
    -
    
    $
    -NonCash
      Activities:Stock
      issued for services
    
    $
    -
    
    $
    -
    
    $
    1,483,000
  
 
 
 
 ***Page
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   **GYK
Ventures, Inc.**
 Notes to
the Financial Statements
 March 31,
2005
 
 
 
 GENERAL
 
 GYK
Ventures, Inc. (the Company) has elected to omit substantially all footnotes to
the financial statements for the three months ended March 31, 2005 since there
have been no material changes (other than indicated in other footnotes) to the
information previously reported by the Company in their Annual Report filed on
Form 10-KSB for the fiscal year ended December 31, 2004.
 
 UNAUDITED
INFORMATION
 
 The
information furnished herein was taken from the books and records of the Company
without audit. However, such information reflects all adjustments which are, in
the opinion of management, necessary to properly reflect the results of the
interim period presented. The information presented is not necessarily
indicative of the results from operations expected for the full fiscal
year.
 
 
 
 ***Page
- 7***
 
 **Item
2. Discussion and Analysis or Plan of Operation.**
 
 **(a)
Plan of Operation.** Our Plan
of Operation is unchanged from our 2004 Annual Report.
 
 **Cash
Requirements and of Need for additional funds: twelve
months** . We have
no cash and certain minimal cash requirements for corporate maintenance, legal
and professional and auditing expenses. Our cash requirements are unchanged from
our previous Annual Report. We have no prospects for acquiring this minimal
funding other than shareholder advances.
 
 **Cautionary
Statement:** There
can be no assurance that we will be successful in raising capital through
private placements, business combinations or otherwise. Even if we are
successful in raising capital through the sources specified, there can be no
assurances that any such financing would be available in a timely manner or on
terms acceptable to us and our current shareholders. Additional equity
financing, merger or joint-venture could be dilutive to our then existing
shareholders, and any debt financing could involve restrictive covenants with
respect to future capital raising activities and other financial and operational
matters. Even if we are successful in raising capital in a timely manner and on
terms acceptable to us and our shareholders, there are innumerable risks of
business failure that haunt the path to profitability. We may not prove
competitive in our areas of focus. Funding may not prove adequate to see us
through our development stage. We are virtually a start-up company with all of
the risks which attend new ventures.
 
 **(b)
Discussion and Analysis of Financial Condition and Results of
Operations** **.** We have
had no revenues for past fiscal years and the interim periods covered by this
report.
 
 ****
 **PART
II: OTHER INFORMATION**
 
 **Item
1. Legal Proceedings.** None
 
 **Item
2. Changes in Securities.** None.
 
 **Item
3. Defaults on Senior Securities.** None
 
 **Item
4. Submission of Matters to Vote of Security Holders** .
None
 
 **Item
5. Other Information** . None.
 
 **Item
6. Exhibits and Reports on Form 8-K.**
 
 Exhibit
31. Section 302 Certification
 
 Exhibit
32. Certification Pursuant TO 18 USC Section 1350
  ***Page
- 8***
  
 ****
 **SIGNATURES**
 
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, this Form 10-QSB
Report for the Quarter, three months  ended March 31, 2005 has been signed
below by the following person on behalf of the Registrant and in the capacity
and on the date indicated.
 
 
 
 Dated:
May 15, 2005  ***GYK
Ventures Inc.***
 
 
 
   /s/J. Dan
Sifford
 J. Dan
Sifford
 sole
officer/director
   
 ***Page
- 9***
 
 **Exhibit
31**
 
 **Section
302 Certification**
 
 
  ***Page
- 10***
  **CERTIFICATIONS
Pursuant to Section 302**
 
 I, Dan
Sifford, certify
that:
 
 1. I have
reviewed this quarterly report on Form 10-QSB of *GYK
Ventures, Inc.* for
this First Quarter ended March 31, 2005;
 
 2. Based
on my knowledge, this quarterly report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this quarterly
report;
 
 3. Based
on my knowledge, the financial statements, and other financial information
included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this quarterly report;
 
 4. The
registrant's other certifying officers and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:
 
 a)
designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
 
 b)
evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
 
 c)
presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
 
 5. The
registrant's other certifying officers and I have disclosed, based on our most
recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
 
 a) all
significant deficiencies in the design or operation of internal controls which
could adversely affect the registrant's ability to record, process, summarize
and report financial data and have identified for the registrant's auditors any
material weaknesses in internal controls; and
 
 b) any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal controls; and
 
 6. The
registrant's other certifying officers and I have indicated in this quarterly
report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
 
 
 
 Dated:
May 15, 2005
 
 
 /s/J. Dan
Sifford
J. Dan
Sifford
sole
officer/director
 
 ***Page
- 11***
 
 
 **Exhibit
32**
 
 **CERTIFICATION
PURSUANT TO 18 USC SECTION 1350**
 
 
 
 ***Page
- 12***
 
 **CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,**
 **AS
ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002**
 
 CERTIFICATION
OF SOLE REMAINING OFFICER-DIRECTOR
 
 In
connection with this Quarterly Report of *GYK
Ventures, Inc.* , a
Nevada corporation (the "Company"), on 10-QSB for March 31, 2005 as filed with
the Securities and Exchange Commission (the "Report"), I, Dan
Sifford, Chief
Financial Officer of the Company, certify, pursuant to 906 of the Sarbanes-Oxley
Act of 2002 (18 U.S.C. 1350), that to my knowledge:
 
 (1) The
Report fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
 
 (2) The
information contained in the Report fairly presents, in all material respects,
the financial condition and result of operations of the Company.
 
 Table On Dated:
May 15, 2005
 
 /s/J. Dan
Sifford
 J. Dan
Sifford
 sole
officer/director
  
 ***Page
- 13***