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 Quarterly Period ended March 31, 2004
 
 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
 
 44,751,685 shares of our Common Stock were issued and outstanding as of March 31, 2004 .
 
 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, 2004, 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, 2004
 
 
 
 
 Page - 3
  GYK Ventures, Inc.
 (a Development Stage Company)
 Balance Sheets
 March 31,


December 31,2004


2003ASSETS


(Unaudited)Total Assets

$
-

$
-LIABILITIES AND STOCKHOLDERS' EQUITYCurrent LiabilitiesAccounts Payable

$
-

$
245Accounts Payable - related party


-


71,661Notes Payable - Related Party


260,914


160,154Total Current Liabilities


260,914


232,060Total Liabilities


260,914


232,060Stockholders' EquityCommon Stock, Authorized 100,000,000 Shares of $.001 Par Value,44,751,150 and 24,780,536 shares issued and outstanding respectively


44,751


44,751Additional Paid in Capital


1,598,379


1,598,134Accumulated Deficit


(1,904,044
)

(1,874,945
)Total Stockholders' Equity


(260,914
)

(232,060
)Total Liabilities and Stockholders' Equity

$
-

$
-
 
 
 
 Page - 4
  GYK Ventures, Inc.
 (a Development Stage Company)
 Statements of Operations
 (Unaudited)
 From InceptionFor the Three

on December 10, 1998Months Ended

ThroughMarch 31,


March 31,


March 31,2004


2003


2004Revenues

$
-

$
-

$
-Operating ExpensesGeneral & Administrative


29,099


419,453


1,901,185Total Operating Expenses


29,099


419,453


1,901,185Net Operating Income (Loss)


(29,099
)

(419,453
)

(1,901,185
)Other Income (Expense)(Loss) from Investment


-


-


(12,108
)Gain on Settlement of debt


-


-


9,249Total Other Income (Expense)


-


-


(2,859
)Net Income (Loss)

$
(29,099
)
$
(419,453
)
$
(1,904,044
)Net Income (Loss) Per Share

$
(0.00
)
$
(0.01
)
$
(0.16
)Weighted Average Shares Outstanding


44,751,150


43,225,118


11,956,211
   Page - 5
  GYK Ventures, Inc.
 (a Development Stage Company)
 Statements of Cash Flows
 (Unaudited)
  From InceptionFor the Three Months Ended
March 31,

on December 10, 1998Through March 31,2004


2003


2004Cash Flows from Operating ActivitiesNet Income (Loss)

$
(29,099
)
$
(419,453
)
$
(1,904,044
)Adjustments to Reconcile Net Loss to Net CashProvided by Operations:Loss on sale of securities


-


-


12,108Stock Issued for Services


-


400,000


1,483,000Loss on settlement of notes receivable


-


-


(9,249
)Change in Assets and Liabilities


-


-


-Increase (Decrease) in Accounts Payable and Accrued Expenses


29,099


19,453


179,005Net Cash Provided(Used) by Operating Activities


(0
)

-


(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


(0
)

-


-Cash and Cash Equivalents at Beginning of Period


-


-


-Cash and Cash Equivalents at End of Period


(0
)

-

$
-Cash Paid For:Interest

$
-

$
-

$
-Income Taxes




$
$ -

$
-NonCash Activities:Stock issued for services

$
-

$
400,000.00

$
1,483,000.00
 
 Page - 6
    GYK Ventures, Inc.
 Notes to the Financial Statements
 March 31, 2004
 
 
 
 **GENERAL**
 
 GYK Ventures, Inc. (the Company) has elected to omit substantially all footnotes to the financial statements for the three months ended March 31, 2004 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, 2003.
  
 **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 2003 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 and six months, ended March 31, 2004 has been signed below by the following person on behalf of the Registrant and in the capacity and on the date indicated.
 
 
 
 Dated: May 14, 2004
  GYK Ventures Inc.
 
 
 
 by
 
 /s/J. Dan Sifford
 J. Dan Sifford
secretary/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. ;
 
 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 14, 2004
 
 /s/J. Dan SiffordJ. Dan Sifford
secretary/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 the Quarterly Report of GYK Ventures, Inc. , a Nevada corporation (the "Company"), on 10-QSB for March 31, 2004 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.
  Dated: May 14, 2004
  /s/J. Dan Sifford
 J. Dan Sifford
secretary/director
 Page - 13