UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-QSB
                                   -----------

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended: March 31, 2005                 Commission File Number 0-33339
                   ---------------                                       -------


                               NICKLEBYS.COM, INC.
                               -------------------
             (Exact name of registrant as specified in its charter)


           COLORADO                                              84-1494708
           --------                                              ----------
(State or other jurisdiction of                               (I.R.S. Employer
Incorporation or organization)                               Identification No.)

3179 South Peoria Court Aurora, Colorado                              80014
--------------------------------------------                          -----
(Address of principal executive offices)                            (Zip code)

                                 (303) 535-5800
                                 --------------
              (Registrant's telephone number, including area code)

        7393 West 44th Avenue, Wheat Ridge, Colorado 80033 (303) 425-0607
        -----------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report.)

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

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

   Common stock,  $.0001 par value                          2,901,011
------------------------------------             -------------------------------
          Class                                  Number of shares outstanding
                                                          at May 17, 2005


--------------------------------------------------------------------------------
                     This document is comprised of 14 pages

                                        1
<PAGE>




PART I -FINANCIAL INFORMATION
-----------------------------

ITEM I FINANCIAL STATEMENTS
---------------------------



                               NICKLEBYS.COM, INC.

                                                                         Page
                                                                     -----------

           Condensed Consolidated Balance Sheet as of March 31,
             2005 (unaudited) ........................................     3

           Condensed Consolidated Statements of Operations for the
             Three Months Ended March 31, 2005 and 2004
             (unaudited)..............................................     4

           Condensed Consolidated Statements of Cash Flows for the
             Three Months Ended March 31, 2005 and 2004 (unaudited)...     5

           Notes to Condensed Consolidated Financial Statements
             (unaudited) .............................................     6

Item 2.    Management's Discussion and Analysis or Plan of Operation..     7

Item 3.    Controls and Procedures....................................     8

                                     Part II

Items 1-6. Other Information .........................................     8

           Signatures.................................................    10

           Certifications.............................................    11

























                                2
<PAGE>



                               NICKLEBYS.COM, INC.
                      Condensed Consolidated Balance Sheet
                                 March 31, 2005
                                   (Unaudited)


                                     Assets

Cash...........................................................   $         380
Accounts receivable............................................             250
Merchandise inventories, at the lower of cost or market........           3,570
                                                                  --------------

       Total assets............................................           4,200
                                                                  ==============


                      Liabilities and Shareholders' Deficit

Liabilities:
   Accounts payable ...........................................   $      22,765
   Accrued salaries............................................          20,000
                                                                  --------------

       Total liabilities.......................................          42,765

Shareholders' deficit:
   Common stock................................................             291
   Additional paid-in capital..................................       5,266,809
   Retained deficit............................................      (5,305,665)
                                                                  --------------

       Total shareholders' deficit.............................         (38,565)
                                                                  --------------

       Total liabilities and shareholders' deficit.............           4,200
                                                                  ==============



















      See accompanying notes to condensed consolidated financial statements
                                        3
<PAGE>



<TABLE>
<CAPTION>
                               NICKLEBYS.COM, INC.
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)


                                                              Three Months Ended
                                                                  March 31,
                                                       --------------------------------
                                                            2005              2004
                                                       --------------    --------------

<S>                                                    <C>               <C>
Sales of art work and collectibles:                    $       1,300     $      15,015
                                                       --------------    --------------

Operating expenses:
   Cost of sales, artwork and collectibles........             1,800            18,821
   Management fee paid to affiliate...............                 -             6,975
   Depreciation and amortization..................                 -               680
   General and administrative.....................             8,076            11,787
                                                       --------------    --------------
       Total operating expenses...................             9,876            38,263
                                                       --------------    --------------
       Loss from operations.......................            (8,576)          (23,248)

Provision for income taxes........................                 -                 -
                                                       --------------    --------------

       Net loss...................................     $      (8,576)    $     (23,248)
                                                       ==============    ==============

Basic and diluted loss per share..................     $       (0.00)    $       (0.01)
                                                       ==============    ==============

Weighted average common shares outstanding........         2,901,011         2,901,011
                                                       ==============    ==============
</TABLE>






















      See accompanying notes to condensed consolidated financial statements
                                        4
<PAGE>



<TABLE>
<CAPTION>
                               NICKLEBYS.COM, INC.
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)


                                                                          Three Months Ended
                                                                              March 31,
                                                                   --------------------------------
                                                                        2005              2004
                                                                   --------------    --------------

<S>                                                                <C>               <C>
Net cash provided by (used in) operating activities..........      $         301     $        (156)
                                                                   --------------    --------------

Net change in cash...........................................                301              (156)
   Cash at beginning of period...............................                 79               156
                                                                   --------------    --------------
   Cash at end of period.....................................      $         380     $          --
                                                                   ==============    ==============

Supplemental disclosures of cash flow information:

   Cash paid during the period for:
       Interest..............................................      $          --     $          --
                                                                   ==============    ==============
       Income taxes..........................................      $          --     $          --
                                                                   ==============    ==============
</TABLE>



































      See accompanying notes to condensed consolidated financial statements
                                        5
<PAGE>




                               NICKLEBYS.COM, INC.
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

Note 1: Basis of presentation
        ---------------------

We have prepared the financial  statements  presented  herein in accordance with
the  accounting  policies  as set forth in our Form  10-KSB  filing for the year
ended December 31, 2004. The accompanying  financial statements presented herein
should be read in  conjunction  with the  footnotes  included in the Form 10-KSB
filing.

In the opinion of our  management,  all adjustments  (consisting  only of normal
recurring  adjustments)  which are necessary to provide a fair  presentation  of
operating  results for the interim periods presented have been made. The results
of operations for the periods  presented are not  necessarily  indicative of the
results to be expected for the year.

Financial data presented herein are unaudited.

Note 2: Related party transactions
        --------------------------

Commissions paid to Estate Traders, LLC totaled $-0- and $6,975 during the three
months ended March 31, 2005 and 2004, respectively.  The commissions represent a
management fee for services performed on our behalf and are reflected as cost of
sales and selling costs in the  accompanying  financial  statements.  During the
three months ended March 31, 2005, Estate Traders, LLC waived all commissions on
sales.

Note 3: Income taxes
        ------------

We record our income  taxes in  accordance  with SFAS No. 109,  "Accounting  for
Income  Taxes".  We incurred net operating  losses during the three months ended
March 31, 2005,  resulting in a deferred tax asset, which was fully allowed for;
therefore, the net benefit and expense resulted in $-0- income taxes.























                                        6
<PAGE>






Item 2: MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF OPERATIONS
-------------

The following  discussion and analysis covers material  changes in the financial
condition of Nicklebys.com, Inc. ("Company" or "us") since December 31, 2004 and
material  changes in our results of operations  for the three months ended March
31, 2005 as compared to the same periods in 2004.  This  discussion and analysis
should  be read in  conjunction  with  "Management's  Discussion  and  Analysis"
included  in the  Company's  Annual  Report on Form  10K-SB  for the year  ended
December 31, 2004,  including audited financial statements contained therein, as
filed with the Securities and Exchange Commission.

Special note regarding forward-looking statements
-------------------------------------------------

"Safe Harbor"  statement under the Private  Securities  Litigation Reform Act of
1995: Certain statements in this report,  including statements of Nicklebys.com,
Inc. ("Nicklebys") and management's expectations, intentions, plans and beliefs,
including those contained in or implied by "Management's Discussion and Analysis
of Financial  Condition  and Results of  Operations"  and the Notes to Condensed
Consolidated Financial Statements,  contain forward-looking  statements relating
to the  expected  capabilities  of  Nicklebys,  as defined in Section 21D of the
Securities Exchange Act of 1934, that are dependent on certain events, risks and
uncertainties  that are outside  Nicklebys' and/or  management's  control.  Such
forward-looking   statements   include   expressions  of  belief,   expectation,
contemplation, estimation and other expressions not relating to historical facts
and circumstances.

These   forward-looking   statements   are   subject  to   numerous   risks  and
uncertainties, including the risk that (i) other companies will develop products
and services perceived to be superior than the present and proposed products and
services  of  Nicklebys;  (ii) the  products  and  services  may not be marketed
effectively by Nicklebys;  (iii) potential customers may find other products and
services more  suitable for the  applications  marketed by  Nicklebys;  (iv) the
future outcome of regulatory and litigation  matters are not  determinable;  (v)
the  assumptions  described  in  this  report  underlying  such  forward-looking
statements  as well as other risks that may cause such  statements  not to prove
accurate.  Any projections or estimates  herein made assume certain economic and
industry  conditions  and  parameters  subject to change.  Any  opinions  and/or
projections  expressed  herein are solely those of Nicklebys  and are subject to
change without notice.  Actual results and developments  could differ materially
from those expressed in or implied by such statements due to a number of factors
including those described in the context of such forward-looking statements.

Results of Operations
---------------------

We have been unable to meet the  objectives of our business plan to sell artwork
and collectibles via the Internet for the following  reasons,  among others; (1)
undercapitalization,  (2) failure to penetrate the Internet market, (3) industry
conditions,  and (4) general economic  conditions.  Our cash balance is very low
and we are selling product at below cost. We have restructured our operations to
address our present  economic  reality.  In August 2003,  our Board of Directors
approved a  restructuring  plan.  By following  this plan,  we have  drastically
reduced expenses,  terminated all of our employees and engaged a related entity,
Estate Traders,  LLC ("Estate Traders") to manage our affairs.  We are currently
paying  Estate  Traders a commission  of 50% on all sales as  reimbursement  for
management  services.  During the three  months  ended  March 31,  2005,  Estate
Traders waived all commissions on sales.

Three Months Ended March 31, 2005, Versus Three Months Ended March 31, 2004
---------------------------------------------------------------------------

We  incurred a net loss of $8,576  ($.00 per share) for the three  months  ended
March 31,  2005,  as compared to a net loss of $23,248  ($.01 per share) for the
three months ended March 31, 2004 primarily because of the following:



                                        7
<PAGE>






1.   Sales revenue  decreased  from $15,015 for the three months ended March 31,
     2004, to $1,300 for the three months ended March 31, 2005  primarily due to
     the lack of demand for our  inventory of artwork and  collectibles  and our
     own curtailed operations. Our gross margin dropped 13 percent from the year
     earlier period (-38% and -25% for the three months ended March 31, 2005 and
     2004,  respectively).  In order to liquidate our inventory to raise cash to
     pay our obligations, we are selling merchandise at below cost. We expect to
     continue to sell certain products at below cost for the foreseeable future.

2.   General and  administrative  expenses  decreased from $11,787 for the three
     months  ended March 31, 2004 to $8,076 for the three months ended March 31,
     2005,  primarily  due  to  the  cost  reduction  plan  resulting  from  the
     restructuring of our operations.

3.   Management  fee paid to  affiliate  decreased  from  $6,975 to $-0- for the
     three months  ended March 31, 2004 as compared  with the three months ended
     March 31, 2005. We currently pay Estate Traders a sales commission which we
     classify as  management  fees in the  accompanying  condensed  consolidated
     financial statements.  During the three months ended March 31, 2005, Estate
     Traders waived all commissions on sales.

Financial Condition and Liquidity
---------------------------------

Operations are the source of our liquidity.  Our cash balance has increased from
$79 to $380 since  year-end.  We have  current  assets of $4,200  compared  with
current  liabilities of $42,765 as of March 31, 2005.  However,  included in the
current assets are inventories of artwork and  collectibles  totaling $3,570 (or
85 percent of current assets).  We are no longer  purchasing  inventory and have
booked an inventory reserve of $15,000. We are not current on our obligations as
of March 31,  2005 and to that  extent,  we  operate at the  forbearance  of our
creditors.  We have no plans to file bankruptcy or close our doors.  However, we
are currently studying several alternative courses of action.

Item 3. Controls and Procedures
-------------------------------

The Company does not have formal disclosure  controls and procedures (as defined
in Rule  13a-15(e) or Rule  15d-15(e)  under the  Exchange  Act) as of March 31,
2005. The Company's  Chief Executive  Officer and Chief  Financial  Officer have
determined,  however,  that the Company's  informal controls and procedures were
adequate and effective to:

     a.   ensure  that  material  information  relating  to the Company was made
          known to them by others  within the Company,  particularly  during the
          period in which this report was being prepared; and

     b.   provide  reasonable  assurance  regarding the reliability of financial
          reporting and the  preparation  of financial  statements  for external
          purposes in accordance with generally accepted accounting principles.

The Company's  management  plans to review its controls and procedures  with the
aim  towards  implementing  more  formal  controls  and  procedures  required by
paragraph  (b) of Rule 13a-15 or Rule 15d-15  under the  Exchange Act during the
first half of fiscal year 2005.


Part II   Other Information
---------------------------

Item 1 - Legal Proceedings:
          None.



                                        8
<PAGE>






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:
          We have obtained a trading symbol. Our trading symbol is NBYS.OB.

Item 6: Exhibits:

     1.   31.1:  Certification  of  Chief  Executive  Officer  pursuant  to Rule
                 13a-14(a)/15(d)-14(a)
     2.   31.2:  Certification  of  Chief  Financial  Officer  pursuant  to Rule
                 13a-14(a)/15(d)-14(a)
     3.   32.1:  Certification  Pursuant to 18 U.S.C.  Section  1350, as adopted
                 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - CEO
     4.   32.2:  Certification  Pursuant to 18 U.S.C.  Section  1350, as adopted
                 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - CFO


SIGNATURES
----------

The  financial   information  furnished  herein  has  not  been  audited  by  an
independent accountant;  however, in the opinion of management,  all adjustments
(only consisting of normal recurring accruals) necessary for a fair presentation
of the results of operations for the three months ended March 31, 2005 have been
included.

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.




                                               NICKLEBYS.COM, INC.
                                               -------------------
                                                   (Registrant)


DATE:    May 17, 2005                          BY: /s/ Scott Thornock
         --------------                           -----------------------------
                                                  Scott Thornock
                                                  CEO, President and Treasurer




                                        9