UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                 Washington, D.C. 20549
                      FORM 10-QSB
        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
            OF THE SECURITIES EXCHANGE ACT OF 1934

        FOR THE THREE MONTHS ENDED June 30,2004
                    VALCAPX ACQUISITION CORP.
           (Name of Small Business Issuer in its charter)

   NEVADA 	                000-33121	        95-4864172
  (State of Incorporation)   (Commission File No.)  (IRS Employer I.D.)

      1522 West Manchester Avenue Los Angeles, California 90047
       (Address of principal executive offices and zip code)

       1522 West Manchester Avenue Los Angeles, California 90047
     (Former address of principal executive offices and zip code)

                          (323) 759-3920
       Registrant's telephone number, including area code:

 Indicate by check mark 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 [ ] NO [X]

  As of June 30, 2004, the Registrant has 4,630,000 shares
  of common stock outstanding.

Transitional Small Business Disclosure Format. Yes [ ] No [X]

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                   VALCAPX ACQUISITION CORP.
              (A DEVELOPMENT STAGE CORPORATION)
                    TABLE OF CONTENTS
                    June 30, 2004

Financial Statements:						Page(s)
								-------
	Balance Sheets (unaudited)  				   1

	Statement of Operations (unaudited)			   2

	Statement of Cash Flows (unaudited			   3

	Management Discussion					   4


                   VALCAPX Acquisition Corp.
             (A Development Stage Corporation)
                  Balance Sheets (Unaudited)
                    As Of June 30, 2004

                              ASSETS
                             --------
                                  		 June 30,
						      2004
                                 	     --------------
CURRENT ASSETS
     Cash
	Total Current Assets 			$	-
               			    		=============


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
LIABILITIES
   Loan from shareholder	  		$         700
				    		 =============

STOCKHOLDERS' EQUITY
Common Stock authorized is 25,000,000   $  463	        -
shares at $0.0001 par value.
Issued and Outstanding, 4,630,000
Respectively.

Accumulated deficit			 (1,163)          (700)
				    =============   ==============



TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                         	    $          -
                                  		    ==============


                      See accompanying accountant's compilation report.

                                 VALCAPX Acquisition Corp.
                           (A Development Stage Corporation)
                           Statements of Operations (Unaudited)
                       For Three and Twelve Months Ended June 30,2004

	     		Three Months Ended	Nine Months Ended   Inception
			  June 30		   June 30        (June 18,
                          --------                ---------         2001)to

                       2003	2004         2003   2004        June 30, 2004
                      ------   ------       ------ ------      ----------------


REVENUE	             $    -   $     -	   $    -  $	-        $         -

EXPENSES
   Amortization		  -         -           -       -                  8
   Legal fees             -         -           -       -                455
   Professional	          -	    -           -       -                700
                    --------- ----------  --------- --------- -----------------

Income from Operation     -      -              -       -             (1,163)

Other Income and Expenses -      -              -       -                  -
                    --------- ---------   --------- --------  ----------------
Income (Loss)before       -      -              -       -             (1,163)
Income Tax
                    --------  ---------   --------- --------  ----------------

Provision for             -      -              -       -                  -
Income Tax         ---------  ---------   --------- -------- -----------------

Net Income (Loss)   $    -    $  -     $        - $     -     $        (1,163)
                   =========  ==========  ========== ======== ================


Per share information: Weighted
Average number of common shares
Outstanding-basic and fully diluted
                   4,630,000   4,630,000   4,630,000  4,630,000      4,630,000
                   =========  ==========  ========== ========== ==============

(Loss) per share    $     -   $     -      $    -   $      -        $       -
                   =========  ==========  ========== ========== ==============



                    See accompanying accountant's compilation report.

                         VALCAPX Acquisition Corp.
                    (A Development Stage Corporation)
                  Statements of Cash Flows (Unaudited)
              For Three And Nine Months Ended June 30, 2004


	     		Three Months Ended	Nine Months Ended   Inception
			  June 30		   June 30        (June 18,
                          --------                ---------         2001)to

                       2003	2004         2003   2004        June 30, 2004
                      ------   ------       ------ ------      ----------------


Cash flows from operating
activities:
   Net income(loss)  $    -  $   -    $        - $     -       $  (1,163)
   Adjustment to reconcile
   net income to net cash
     provided by operating
     activities:
       Amortization Exp.  -       -            -       -               8
       Legal fees         -       -            -       -             455
                   --------- ----------  --------- ---------- ---------------
         Net cash flow    -       -            -       -            (700)

Cash flows from investing
activities:
   Organization cost      -       -            -       -            (463)
                  ---------- ----------  --------- ---------  ---------------
         Net cash used    -       -            -       -            (463)

Cash flows from financing
activities:
    Cash provided by
    shareholders          -       -            -       -             463
    Cash paid for
    expenses by
    shareholders          -       -            -       -             700
                  ----------  ---------- ----------  -------- ---------------
        Net cash used     -       -            -       -           1,163

Net change in cash and
cash equivalent           -       -            -                       -

Cash and cash equivalents
Beginning		  -       -            -       -               -
                   --------- ----------  --------- --------- -----------------
Cash and cash equivalents
ending           $        -  $    -   $        -    $  -      $        -
                 =========== ========== ========== ========= =================


   Supplemental Information:
   During the period from June 18, 2001 to June 30, 2004,
   the Company paid no cash for interest or income taxes

See accompanying accountant's compilation report.

ITEM 1.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management's discussion is based on an analysis
of the financial statements for the periode ended June 30, 2004.

FORWARD-LOOKING STATEMENTS

The discussion in this Report on Form 10-QSB contains forward-looking
statements that have been made pursuant to the provisions of the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements are based on current expectations, estimates and projections
about the Company's business,based on management's current beliefs
and assumptions made by management. Words such as "expects",
"anticipates", "intends", "believes", "plans", "seeks", "estimates"
and similar expressions or variations of these words are intended to
identify such forward-looking statements. Additionally, statements
that refer to the Company's estimated or anticipated future results,
sales or marketing strategies, new product development or performance
or other non-historical facts are forward-looking and reflect the
Company's current perspective based on existing information. These
statements are not guarantees of future performance and are subject to
certain risks, uncertainties and assumptions that are difficult
to predict.  Therefore, actual results and outcomes may differ
materially from what is expressed or forecasted in any such
forward-looking statements.  Such risks and uncertainties include
those set forth herein below under "Risk Factors That May Affect
Future Results of Operations" as well as previous public filings
with the Securities and Exchange Commission. The discussion of
the Company's financial condition and results of operations should
also be read in conjunction with the financial statements and
related notes. The Company undertakes no obligation to update
publicly any forward-looking statements, whether as a result of
new information, future events or otherwise.

PAST AND FUTURE FINANCIAL CONDITION

The Company is in the development stage. It has had no significant business
activity since inception. The Company's purpose is to seek, investigate, and
if such investigation warrants, acquire an interest in business opportunities
presented to it by persons or entities who seek the perceived advantages of an
Exchange Act registered corporation.  The Company has no assets or liabilities
as of June 31, 2004.

LIQUIDITY

The Company has no capital with which to acquire a business opportunity.
Management does not foresee, however, the Company incurring any
significant expenses during the next twelve months. Management
expects to incur small loans to provide the money necessary for
operational expenses. The owners of the business opportunities
may, however, incur significant legal and accounting costs in
connection with acquisition of a publicly registered company,
including the costs of preparing Forms 8-K, 10-K or 10-KSB,
agreements and related reports and documents.

ITEM 1.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company does not have any material risk with respect to changes in
foreign currency exchange rates, commodities prices or interest rates.
The Company does not believe that it has any other relevant market risk
with respect to the categories intended to be discussed in this
item of this Report.

ITEM 2.   CONTROLS AND PROCEDURES

The Company's Chief Executive Officer and Chief Financial Officer,
after evaluating the effectiveness of the Company's disclosure
controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c)
under the Securities Exchange Act of 1934, as amended) as of
June 30, 2002, (the "Evaluation Date"), have concluded that,
as of the Evaluation Date, the Company's disclosure controls and
procedures were effective to ensure the timely collection, evaluation,
and disclosure of information relating to the Company that would
potentially be subject to disclosure under the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated
under the Act.  There were no significant changes in the Company's
internal controls or in other factors that could significantly
affect the internal controls subsequent to the Evaluation Date.

PART II.   OTHER INFORMATION

Item 1.   Legal Proceedings.
None
Item 2.   Changes in Securities
None
Item 3.   Default Upon Senior Securities
None
Item 4.   Submission of matters To a Vote of Security Holders
None
ITEM 5. OTHER INFORMATION.

The Company remains inactive. There have been no other corporate
changes for the period ended June 30, 2004.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
REPORTS ON FORM 8-K.

There were no Forms 8-K filed, and none were required to be filed,
for the period ended June 30, 2004.

SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                              VALCAPX ACQUISITION CORP.
Date:  December 20, 2004                      By: /s/ Mark H. Rhynes
                             Mark H. Rhynes, Chief Executive Officer,
                             Chief Financial Officer, and Director