U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB



[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended March 31, 2004



[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from __________ to ___________



Commissions file number 33-90696



-----------------------



1224 Washington Avenue

Miami Beach, Florida 33139

(Address of principal executive offices)



(305) 531-1174

(Issuer's telephone number)



Check whether the Issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 [ ]



State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. As of March 31, 2004, 2,820,100 shares of $.0001 par value common stock were outstanding.



Transitional Small Business Disclosure Format (check one) Yes [ ] No [X]

























ANDEAN DEVELOPMENT CORPORATION









INDEX









Part I.

Financial Information.





Item 1.

Financial Statements (Unaudited).





Item 2.

Managements Discussion and Analysis of Financial Condition and

Results of Operations.





Part II.

Other Information.















ANDEAN DEVELOPMENT CORPORATION













PART I

FINANCIAL INFORMATION







Item 1.

Financial Statements



Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the Commission). Although the Company believes the disclosures made are adequate to make the information presented not misleading, and, in the opinion of management, all adjustments have been reflected which are necessary for a fair presentation of the information shown and the accompanying notes, these condensed unaudited financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2002.  The results for the nine months ended March 31, 2004 are not necessarily indicative of the results of operations for a full year or of future periods.











The accompanying notes are an integral part of these consolidated financial statements.











ANDEAN DEVELOPMENT CORPORATION



CONSOLIDATED CONDENSED FINANCIAL STATEMENTS



MARCH 31, 2004

(Unaudited)











TABLE OF CONTENTS







Page



Consolidated Condensed Balance Sheets                                                                        1





Consolidated Condensed Statements of Operations                                                         2





Consolidated Condensed Statements of Cash Flows                                                        3





Notes to the Consolidated Condensed Financial Statements                                             4 - 5





















































|ANDEAN DEVELOPMENT CORPORATION AND SUBSIDIARIES |                                                                
|----------------------------------------------- | ---------------------------------------------------------------
|CONDENSED CONSOLIDATED BALANCE SHEETS           |                                                                
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|ASSETS                                          |                                                                
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|CURRENT ASSETS                                  |                                                                
|                                                | Cash                                                           
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|TOTAL ASSETS                                    |                                                                
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|LIABILITIES AND SHAREHOLDERS' DEFICIENCY        |                                                                
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|CURRENT LIABILITIES:                            |                                                                
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|                                                | Accounts payable and accrued expenses                          
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|TOTAL CURRENT LIABILITIES                       |                                                                
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|SHAREHOLDERS' DEFICIENCY                        |                                                                
|                                                | Preffered stock, $.0001 par value, 5,000,000 shares authorized,
|                                                |                                                                
|                                                | Common stock, $.0001 par value, 20000000 share authorized      
|                                                |                                                                
|                                                | Additional paid-in capital                                     
|                                                | Accumulated deficit                                            
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|TOTAL SHAREHOLDERS' DEFICIENCY                  |                                                                
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|TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY  | $              -                                               
|                                                |                                                                













|ANDEAN DEVELOPMENT COROPORATION AND SUBSIDIARIES
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|CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 
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|NET SALES                                       
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|Cost of goods sold                              
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|GROSS PROFIT                                    
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|Operating Expenses                              
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|Total operating expenses                        
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|Other expenses                                  
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|Total other expenses                            
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|LOSS BEFORE PROVISION FOR INCOME TAXES          
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|Provision for income taxes                      
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|Net Loss                                        
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|Net Loss per Common Share                       
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|Weighted Average Shares Outstanding             
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|ANDEAN DEVELOPMENT CORPORATION AND SUBSIDIARIES
|-----------------------------------------------
|CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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|Cash Flows from Operating Activities           
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|Net Cash Used in Operating Activities          
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|Cash flows from Investing Activities           
|Net cash Used in Investing Activities          
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|Cash flows From Financing Activities           
|Net cash provided by Financing Activities      
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|Net Decrease in Cash and Cash Equivalents      
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|Cash and Cash Equivalents - Beginning of Period
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|Cash and Cash Equivalents - End of Period      
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The accompanying notes are an integral part of these consolidated financial statements.







NOTE 1  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Business



Andean Development Corporation, a Florida corporation (the Company) was engaged in the business of provides engineering and project management services for energy and private works projects and sells, as agent, major electrical and mechanical equipment.  The Company also advises and assists large private utilities and government agencies in obtaining land easements from private owners for installation of electrical lines, sewer plant infrastructure, piping and roads. The costs associated with the ongoing operations of the Company made it exceedingly difficult to achieve profitability in the business, which resulted in continuing losses.  As a result of those ongoing operating losses and expenses, the Company had a significant working capital deficit, negative stockholders equity, and depleted available cash to fund operations.  The Company was unable to raise required capital to continue its business in its current form and commenced plans to divest all of its operations and sell substantially all of its assets.



On May 5, 2003, the Company entered into a Stock Purchase Agreement (the Agreement) whereby the Company would purchase 1,450,000 common shares from the former Chief Executive Officer (CEO) for a purchase price of $75,000 to be paid on by a related party on behalf of the Company. The Agreement further provided that, at closing the former CEO would acquire all of the operating assets and assume primarily all of the liabilities of the Companys business, with exception of certain Assumed Liabilities in the amount of $57,000, as defined. In addition, the Agreement provides that such assignment and assumption shall be effective and dated as of March 31, 2003.



Interim Financial Statements



The accompanying interim unaudited financial information has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading.  In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Company as of March 31, 2004 and the results of its operations and cash flows for the three months ended March 31, 2004 and 2003, have been included.  The results of operations of such interim period are not necessarily indicative of the results of the full year.













Earnings Per Share



Basic earnings per share ("EPS") is computed by dividing earnings available to common

shareholders by the weighted-average number of common shares outstanding for the period as required by the Financial Accounting Standards Board (FASB) under Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per Shares". Diluted EPS reflects the potential dilution of securities that could share in the earnings.











ANDEAN DEVELOPMENT CORPORATION



Managements Discussion and Analysis of Financial Condition and Results of Operations

(Continued)













ANDEAN DEVELOPMENT CORPORATION



ITEM
2.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Managements Discussion and Analysis contains various forward looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, regarding future events or the future financial performance of the Company that involve risks and uncertainties.  Certain statements included in this Form 10-QSB, including, without limitation, statements related to anticipated cash flow sources and uses, and words including but not limited to anticipates, believes, plans, expects, future and similar statements or expressions, identify forward looking statements.  Any forward-looking statements herein are subject to certain risks and uncertainties in the Companys business, including but not limited to, reliance on key customers and competition in its markets, market demand, product performance, technological developments, maintenance of relationships with key suppliers, difficulties of hiring or retaining key personnel and any changes in current accounting rules, all of which may be beyond the control of the Company.  The Companys actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth therein.



Managements Discussion and Analysis of Consolidated Results of Financial Condition and Results of Operations (MD&A) should be read in conjunction with the consolidated financial statements included herein.  Further, this quarterly report on Form 10-QSB should be read in conjunction with the Companys Consolidated Financial Statements and Notes to Consolidated Financial Statements included in its 2003 Annual Report on Form 10-KSB.  In addition, you are urged to read this report in conjunction with the risk factors described herein.



BUSINESS



GENERAL



Andean Development Corporation ("ADC" or the "Company") was incorporated in Florida on October 19, 1994 and was a holding company for Errazuriz y Asociados Ingenieros S.A. ("AE&A"), and E&A Ingesis S.A. ("INA"), both Chilean corporations located in Santiago, Chile.  On May 5, 2003, the Company entered into a Stock Purchase Agreement (the Agreement) whereby the Company would permit the transfer of 1,450,000 common shares from the former Chief Executive Officer (CEO) for a purchase price of $75,000. The agreement further provided that, at closing, the former CEO would acquire all of the operating assets and assume primarily all of the liabilities of the Companys business, with exception of certain Assumed Liabilities in the amount of $57,000, as defined. In addition, the agreement provides that such assignment and assumption shall be effective and dated as of March 31, 2003.



History of the Business





AE&A provided engineering and project management services for water and energy related private and public works and provides technical assistance for both turnkey and non-turnkey major works, mainly related to the development and construction of energy, water and sewage treatment projects in Chile. INA acts as the agent in the sale of major electrical and mechanical equipment. See "Core Business."





INA was also developing, in a joint venture with genteAndina S.A.,  a Chilian company specializing in education (genteAndina S.A),a communication network and related software for (i) rural area remote education, and (ii) post graduate professional education "at home" for Union leaders and key employees in Chile, which, if successful, could be adopted and developed in other countries in South America.





On August 31, 2001, the Company extended the expiration date of its Redeemable Common Stock Purchase Warrants (the "Warrants") from November 13, 2001 to November 13, 2003. The Company originally issued the Warrants in connection with a stock offering on Registration Statement Form SB-2 (SEC File No. 333-90696) which was declared effective by the Securities and Exchange Commission on November 13, 1996.  No further extensions were approved.



The Company was also the majority owner (83.6%) of a non-operating subsidiary, Consonni USA, Inc. (Consonni USA), the assets of which consist of cash and notes receivables. On December 31, 2002, the Company exchanged its holdings in Consonni USA for the assets and liabilities of Consonni USA, such assets consisting of the balance of a promissory note payable in the principal outstanding amount of $552,000 with six remaining payments of approximately ninety two thousand U.S. dollars (U.S. $92,000) payable June 30 and January 31 of each year. The business conditions in Spain, the location of those entities, the non-payment by those entities of the sums owing to date, and the failure of those entities to generate any revenues that would allow them to satisfy their obligations to the Company make it unlikely, in managements opinion, that the Company will be able to collect on those debts. The Company does not have the funds to pursue any legal action to collect such sums outstanding.



The costs associated with the ongoing operations of the Company made it exceedingly difficult to achieve profitability in the business, which resulted in continuing losses. As a result those ongoing operating losses and expenses, the Company had a significant working capital deficit, negative stockholder's equity, and almost no remaining cash. The sums owed to the Company from third parties, particularly the payments on the balance of a promissory note payable assumed in the sale of the interests of Consonni USA, are in arrears and their collection, as discussed above, is in doubt.  In fiscal 2002, the Company experienced a net loss of ($1,691,307), an increase of $1,286,952 over the loss of ($404,355) in 2001. In the first quarter of fiscal 2003, the Company experienced a net loss before taxes of $31,623.  The Company did not generate any revenues in fiscal 2003.  As a consequence, in 2003, the majority shareholder, CEO and Director, Pedro Pablo Errázuriz, determined, with the unanimous support of the Companys Board of Directors that the shareholders of the Company would be better served from the acquisition of another business with the ultimate goal of establishing a more liquid public market for its common stock.  In order to facilitate such a transaction the Companys Board of Directors determined that the capitalization structure of the Company should be simplified and the Company should divest itself of its assets and liabilities.  On May 5, 2003, the Company entered into a Stock Purchase Agreement (the Agreement) whereby the Company would permit the transfer of 1,450,000 common shares from the former Chief Executive Officer (CEO) for a purchase price of $75,000. The agreement further provided that, at closing, the former CEO would acquire all of the operating assets and assume primarily all of the liabilities of the Companys business, with exception of certain Assumed Liabilities in the amount of $57,000, as defined. In addition, the agreement provides that such assignment and assumption shall be effective and dated as of March 31, 2003.







FINANCIAL CONDITION AND RESULTS OF OPERATIONS COMPARISON

OF THREE MONTHS ENDED MARCH 31, 2004

TO THREE MONTHS ENDED MARCH 31, 2003



Gross Revenues and Costs of Operations



Gross revenues, $-0- as of the three months ended March 31, 2003 remained at $-0- for the three months ended March 31, 2004, primarily as a consequence of the Companys decision to divest itself of its assets and liabilities and cease operations.



Cost of Operations, $-0- as of the three months ended March 31, 2003 remained at $-0- for the three months ended March 31, 2004, primarily as a consequence of the Companys decision to divest itself of its assets and liabilities and cease operations.



Selling and Administrative Expenses, Incomes from Operations and Other Income (Expense)



Selling and administrative expenses, $-0- as of the three months ended March 31, 2003 remained at $-0- for the three months ended March 31, 2004, primarily as a consequence of the Companys decision to divest itself of its assets and liabilities and cease operations.



Income (loss) from operations, $-0- as of the three months ended March 31, 2003 remained at $-0- for the three months ended March 31, 2004, primarily as a consequence of the Companys decision to divest itself of its assets and liabilities and cease operations.



Other expenses, $-0- as of the three months ended March 31, 2003 remained at $-0- for the three months ended March 31, 2004, primarily as a consequence of the Companys decision to divest itself of its assets and liabilities and cease operations.



Net Income (Loss) Before Income Tax



Net loss before income taxes, $-0- as of the three months ended March 31, 2003 remained at $-0- for the three months ended March 31, 2004, primarily as a consequence of the Companys decision to divest itself of its assets and liabilities and cease operations.







Liquidity and Capital Resources



The Company previously financed its operations and other working capital requirements principally from operating cash flow and bank financing. Currently the Company has no liquidity or capital resources, primarily as a result of the Companys decision to divest itself of its assets and liabilities and cease operations.





Current Assets



Cash,  $-0- as of the three months ended March 31, 2003 remained at $-0- for the three months ended March 31, 2004, primarily as a consequence of the Companys decision to divest itself of its assets and liabilities and cease operations.



Total current assets, $-0- as of the three months ended March 31, 2003 remained at $-0- for the three months ended March 31, 2004, primarily as a consequence of the Companys decision to divest itself of its assets and liabilities and cease operations.



Liabilities



Current liabilities remained at $57,000 as of the three months ended March 31, 2003 and March 31, 2004, primarily as a result of the remaining accounts payable subsequent to the Companys decision to divest itself of its assets and liabilities and cease operations.



As of March 31, 2004, there were no commitments for long-term capital expenditures.  If the Company is unable to procure a business acquisition, additional funding to comply with regulatory requirements will become necessary.  No assurances can be given that either equity or debt financing will be available.













ITEM 3. CONTROLS AND PROCEDURES



EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES



As of the end of the period covered by this report, 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 done under the supervision and with the participation of the Company's Principal Executive Officer and Principal Financial Officer. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the Company's disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to satisfy the Company's disclosure obligations under the Exchange Act.



CHANGES IN INTERNAL CONTROLS



There were no significant changes in the Company's internal controls or in other factors that could significantly affect those controls since the most recent evaluation of such controls.











ANDEAN DEVELOPMENT CORPORATION



PART II:

OTHER INFORMATION





ITEM 1:

Legal Proceedings

None





ITEM 2:

Changes in Securities

None





ITEM 3:

Defaults Upon Senior Securities

None





ITEM 4:

Submission of Matters to a Vote of Securities Holders

None





ITEM 5:

Other Information





ITEM 6:

Exhibits and Reports on Form 8-K



A. Exhibits:



1.1

Certification of Chief Executive Officer Pursuant to Section 302 of the

Sarbanes-Oxley Act.

1.2

Certification of Principal Financial and Accounting Officer Pursuant

to Section 302 of the Sarbanes-Oxley Act.

32.1

Certification of Chief Executive Officer Pursuant to Section 906 of the

Sarbanes-Oxley Act.

32.2

Certification of Principal Financial and Accounting Officer Pursuant

to Section 906 of the Sarbanes-Oxley Act.



A.

Reports on Form 8-K:



No reports on Form 8-K were filed during the quarter ended March 31, 2004, for which this report is filed.













ANDEAN DEVELOPMENT CORPORATION



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



SIGNATURE







May 20, 2004           /s/ Lance Larsen



Lance Larsen,



Chief Executive Officer

(PRINCIPAL EXECUTIVE OFFICER)



May 20, 2004            /s/ Lance Larsen



Lance Larsen,

Chief Accounting Officer

(PRINCIPAL ACCOUNTING OFFICER)