TABLE OF CONTENTS



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|PART I.           |                                        |                                                                                                                                                     |    |     
|                  | ITEM 1. FINANCIAL STATEMENTS           |                                                                                                                                                     |    | 3    |  
|                  |                                        | Unaudited  Balance Sheet as of June 30, 2004                                                                                                        |    |      | 4 | 
|                  |                                        |                                                                                                                                                     |    |      |   | 
|                  |                                        | Unaudited Statement of Operations for the three and six months ended June 30, 2004 and 2003 and the period since Date of Inception to June 30, 2004 |    |      | 5 | 
|                  |                                        | Unaudited Statement of Cash Flows for the six months ended June 30, 2004 and 2003 and the period since Date of Inception to June 30, 2004           |    |      | 6 | 
|                  |                                        | Notes to Unaudited Financial Statements                                                                                                             |    |      | 7 | 
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|                  | ITEM 2. MANAGEMENT'S PLAN OF OPERATION |                                                                                                                                                     |    | 8    |  
|                  | ITEM 3. CONTROLS AND PROCEDURES        |                                                                                                                                                     |    | 9    |  
|PART II.          |                                        |                                                                                                                                                     |    |     
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|                  |                                        |                                                                                                                                                     |    |      |  
|                  | ITEM 6. EXHIBITS                       |                                                                                                                                                     |    | 9    |  
|                  | SIGNATURES                             |                                                                                                                                                     |    | 10   |  
|INDEX TO EXHIBITS |                                        |                                                                                                                                                     | 11 |     

2

### INDEX TO EXHIBITS

|Exhibit No. | Page No. | Description                                                                                                                                                                                                                   
|----------- | -------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3(i)        | *        | Articles of Incorporation of the Company                                                                                                                                                                                      
|3(ii)       | *        | Bylaws of the Company.                                                                                                                                                                                                        
|31          | Attached | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 of the
 Securities and Exchange Act of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley
 Act of 2002
|32          | Attached | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section
 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                             

* Incorporated by reference from the 10-SB filed with Securities Exchange Commission on Febrary 3, 2000.