SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                   FORM 10-Q/A

(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE
ACT OF 1934.
                  For the quarterly period ended March 31, 2005

                                       OR

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934.
           For the transition period from                      to
                                          --------------------    --------------

                        Commission file number 000-29541

                            BRONCO ENERGY FUND, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


               NEVADA                                     86-0972709
(STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)

      2920 N. SWAN ROAD, SUITE 206, TUCSON, AZ                            85712
      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                        (ZIP CODE)

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (866) 305-0485



FORMER  NAME,  FORMER  ADDRESS AND FORMER  FISCAL  YEAR,  IF CHANGED  SINCE LAST
REPORT.

         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 |X| No |_|

         Indicate by check mark whether the Registrant is an  accelerated  filer
(as defined by Rule 12b-2 of the Act). Yes |_| No |X|

<PAGE>

                            BRONCO ENERGY FUND, INC.

      THIS QUARTERLY  REPORT ON FORM 10-Q CONTAINS  HISTORICAL  INFORMATION  AND
FORWARD-LOOKING  STATEMENTS.  STATEMENTS LOOKING FORWARD IN TIME ARE INCLUDED IN
THIS  FORM  10-Q  PURSUANT  TO THE  "SAFE  HARBOR"  PROVISIONS  OF  THE  PRIVATE
SECURITIES  LITIGATION  REFORM ACT OF 1995. THEY INVOLVE KNOWN AND UNKNOWN RISKS
AND  UNCERTAINTIES  THAT MAY CAUSE BRONCO ENERGY FUND,  INC.'S (THE "COMPANY'S")
ACTUAL RESULTS TO DIFFER FROM FUTURE PERFORMANCE SUGGESTED HEREIN.

      Bronco Energy Fund is hereby  restating its financial  statements  for the
quarter ended March 31, 2005 to conform to the presentation  required (Article 6
of  Regulation  SX ) of a  Business  Development  Company  regulated  under  the
Investment Act of 1940. Additionally,  the financials also take into account the
cancellation  of officer and director  shares that might not have  complied with
the  provisions  of the  Investment  Company  Act in that the shares were issued
without a  shareholder  vote of approval,  and in an amount  greater than 20 per
centum of the then  outstanding  voting  securities.  In order to  address  this
issue, the Company rescinded the transactions and canceled the issuances.

<TABLE>
<CAPTION>
             INDEX                                                                                 PAGE NO.
<S>          <C>                                                                                   <C>

PART I.      FINANCIAL INFORMATION


   Item 1.   Financial Statements                                                                            1

             Portfolio of Investments as of March 31, 2005 and December 31, 2004                             1

             Statements of Assets and Liabilities at March 31, 2005 and December 31, 2004                    3

             Statements of Operations for the three-month periods ended March 31, 2005 and
                March 31, 2004                                                                               4

             Statements of Changes in Net Assets for the three-month periods ended March 31,
                2005 and March 31, 2004                                                                      5

             Statements of Cash Flows for the three-month periods ended March 31, 2005 and
                March 31, 2004                                                                               6

               Financial Highlights                                                                          7

             Notes to Financial Statements                                                                   8

             Management's Discussion and Analysis of Financial Condition and Results of
                Operations                                                                                  12


   Item 2.   Quantitative and Qualitative Disclosures about Market Risk                                     13


   Item 3.   Controls and Procedures                                                                        13

   Item 4.   Other Information                                                                              13

PART II.

   Item 1.   Legal Proceedings                                                                              13

   Item 2.   Changes in Securities and Use of Proceeds                                                      14

   Item 3.   Defaults Upon Senior Securities                                                                14

   Item 4.   Submission of Matters to a Vote of Security Holders                                            14

   Item 5.   Other Information                                                                              14

   Item 6.   Exhibits and Reports on Form 8-K                                                               15
</TABLE>


<PAGE>


PART I. FINANCIAL INFORMATION
 ITEM 1.  FINANCIAL STATEMENTS.

BRONCO ENERGY FUND, INC.
(A Development Stage Company)
PORTFOLIO OF INVESTMENTS (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                 MARCH 31, 2005
                                                                        ----------------------------------
                                                                              VALUE            PERCENT OF
                                                                                                  NET
                                                                                                 ASSETS
                                                                        -------------------    -----------
<S>                                                                     <C>                             <C>
   PORTFOLIO STRUCTURE
          SHORT-TERM INVESTMENTS:
               None                                                     $                0              0  %

          PRIVATE COMPANIES                                                              0              0  %
          PUBLIC COMPANIES                                                               0              0  %
          PRIVATE INVESTMENT FUNDS
                                                                                    14,647             32  %
                                                                        -------------------    -----------
                             TOTAL INVESTMENTS                                      14,647             32  %
                 OTHER ASSETS & LIABILITIES (NET)                                 (60,653)          (132)  %
                                                                        -------------------    -----------
                                 NET ASSETS                             $         (46,006)            100  %
                                                                        ===================    ===========
</TABLE>

 BRONCO ENERGY FUND, INC.
(A Development Stage Company)
PORTFOLIO OF INVESTMENTS
<TABLE>
<CAPTION>
                                                                             DECEMBER 31, 2004
                                                                     ----------------------------------
                                                                           VALUE             PERCENT OF
                                                                                                NET
                                                                                              ASSETS
                                                                     -------------------     ----------
<S>                                                                     <C>                             <C>
   PORTFOLIO STRUCTURE
          SHORT-TERM INVESTMENTS:
                  None                                               $                0              0  %
                                                                                      0              0  %
          PRIVATE COMPANIES                                                           0              0  %
          PUBLIC COMPANIES                                                            0              0  %
          PRIVATE INVESTMENT FUNDS                                                    0              0  %

                                                                        -------------------    -----------
          TOTAL INVESTMENTS                                                           0              0  %
               OTHER ASSETS & LIABILITIES (NET)                               (260,318)            100  %
                                                                        -------------------    -----------
          NET ASSETS                                                 $        (260,318)            100  %
                                                                        ===================    ===========
</TABLE>

     Notes to Financial Statements are an integral part of these Financial
                                  Statements.

                                       1


<PAGE>




BRONCO ENERGY FUND, INC.
(A Development Stage Company)
PORTFOLIO OF INVESTMENTS MARCH 31, 2005 (UNAUDITED)

<TABLE>
<CAPTION>

        PRINCIPAL                                                                          ACQUISITION            VALUE
      AMOUNT/SHARES                                                                          DATE ##            (NOTE 1)
      -------------                                                                          -------            --------

                                                                                                            ------------------
<S>                                                                                         <C>             <C>
       PRIVATE COMPANIES *, @  -- 32%
           COMMON STOCKS -- 100%
       ENERGY COMPANIES -- 100%
             1,000             Bronco Coal Company (Utah)                                     02/05         $          14,467
             1,000             Bronco Coal Co. (Arizona)                                      02/05                        60
             1,000             Bronco Emerging Technologies, Co. (Arizona)                    02/05                        60
             1,000             Bronco Green Power Co. (Arizona)                               02/05                        60
                                                                                                            ------------------

                               TOTAL -- PRIVATE COMPANIES (Cost $19,647)                                                14,647
                                                                                                            ------------------

                               TOTAL INVESTMENTS (Cost $225) -- 44%                                                     14,647

                               OTHER ASSETS & LIABILITIES (NET) -- 56%                                                (60,653)
                                                                                                            ------------------

                               NET ASSETS -- 100.00%                                                         $        (46,006)

                                                                                                            ==================
</TABLE>



* Non-income producing securities only.
@    At March 31,  2005 the  Company  owned  25% or more of each of the  private
     company's  outstanding  common  stock  thereby  making  each  a  controlled
     affiliate as defined by the  Investment  Company Act of 1940.  Total market
     value of  controlled  affiliated  securities  owned at March  31,  2005 was
     $14,647.

                 Notes to  Financial  Statements  are an integral  part of these
Financial Statements.

                                        2


<PAGE>




BRONCO ENERGY FUND, INC.
(A Development Stage Company)
STATEMENTS OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>

                                                                            MARCH 31,                  DECEMBER 31,
                                                                              2005                         2004
                                                                           (UNAUDITED)
                                                                       --------------------         -------------------
<S>                                                                    <C>                           <C>
   ASSETS:
          Controlled Affiliated Issuers at value (Cost $19,647
            and $0, respectively)                                      $            14,647           $               -

                                                                       --------------------         -------------------
          Cash and cash equivalents                                                                                --
                                                                                    23,284
          Prepaid expenses and other assets
                                                                                     5,000
                                                                       --------------------         -------------------
               TOTAL ASSETS                                            $
                                                                                    42,931                           -
                                                                       --------------------         -------------------
   LIABILITIES:
          Management fees payable (Note 2)
                                                                                    33,000
          Board of Managers' fees payable (Note 2)
                                                                                    11,000
                Payable for stock redeemed
                                                                                     9,000
          Other payables
                                                                                    35,937                     260,318
                                                                       --------------------         -------------------
               TOTAL LIABILITIES
                                                                                    88,937                     260,318
                                                                       --------------------         -------------------
   NET ASSETS                                                          $                             $
                                                                                  (46,006)                   (260,318)
                                                                       ====================         ===================
   NET ASSETS CONSIST OF:
          Paid-in capital, 5,276,000 shares outstanding
                                                                       $           288,200           $             200
          Accumulated deficit
                                                                                   (1,200)                     (1,200)
          Accumulated deficit during development stage
                                                                                 (327,006)                   (259,318)

                    Unrealized depreciation on investments                         (5,000)                           -
                                                                       --------------------         -------------------
   TOTAL NET ASSETS                                                    $                             $
                                                                                  (46,006)                   (260,318)
                                                                       --------------------         -------------------
   Shares Outstanding (100,000,000 of $0.0011 par value common
stock authorized)                                                                5,276,000                     200,000

   NET ASSET VALUE PER SHARE                                           $                             $
                                                                                  (0.0087)                    (1.3016)
                                                                       ====================         ===================
</TABLE>


                 Notes to  Financial  Statements  are an integral  part of these
Financial Statements.
                                        3




<PAGE>


BRONCO ENERGY FUND, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                  CUMULATIVE
                                                                                                    SINCE
                                                                                                 OCTOBER 20,
                                                                                                     1999
                                                                 THREE MONTHS ENDED              INCEPTION OF
                                                                      MARCH 31,                  DEVELOPMENT
                                                          --------------- -- ---------------
                                                               2005               2004              STAGE
                                                          ---------------    ---------------    ---------------
<S>                                                        <C>                <C>              <C>
   INVESTMENT INCOME:
   Interest income                                         $           -      $           -    $             -
   Dividend income                                                     -                  -                  -
                                                          ---------------    ---------------    ---------------
          TOTAL INCOME                                                 -                  -                  -
                                                          ---------------    ---------------    ---------------
   EXPENSES:
   Management fees (Note 2)                                       33,000                                33,000
   Administration fees (Note 2)                                    8,745                300             22,451
   Professional fees                                               9,966                               109,966
   Board of Managers' fees (Note 2)                               16,977                                16,977
                                                          ---------------    ---------------    ---------------
          TOTAL EXPENSES                                          68,688                300            182,394
                                                          ---------------    ---------------    ---------------

   NET INVESTMENT LOSS                                           (68,688)              (300)          (182,394)
                                                          ---------------    ---------------    ---------------

   NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS         (5,000)                  -              (5,000)
                                                          ---------------    ---------------    ---------------
   NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS                                            $    (73,688)      $       (300)      $     (187,394)
                                                          ===============    ===============    ===============
</TABLE>

                 Notes to  Financial  Statements  are an integral  part of these
Financial Statements.
                                        4




<PAGE>



BRONCO ENERGY FUND, INC.
(A Development Stage Company)
STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                 THREE MONTHS ENDED
                                                                                      MARCH 31,
                                                                        ------------------ --- ---------------
                                                                              2005                  2004
                                                                        ------------------     ---------------
<S>                                                                     <C>                     <C>
   OPERATIONS:
          Net investment loss                                           $        (68,688)       $           -
          Net realized and unrealized gain (loss) on investment
transactions                                                                      (5,000)                   -
                                                                        ------------------     ---------------
               Total from investment operations                                  (73,688)                   -

   SHAREHOLDER ACTIVITY:
          Stock sales and conversion                                             288,000               (300)
                                                                        ------------------     ---------------
   NET ASSET VALUE, END OF PERIOD                                                214,312               (300)

   NET ASSETS:
           Beginning of Period                                                  (260,318)               (818)
                                                                        ------------------     ---------------
           End of Period
                                                                        $        (46,006)       $     (1,118)
                                                                        ==================     ===============
</TABLE>

                 Notes to  Financial  Statements  are an integral  part of these
Financial Statements.
                                        5



<PAGE>



BRONCO ENERGY FUND, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                                    CUMULATIVE
                                                                                                                      SINCE
                                                                                                                   OCTOBER 20,
                                                                                                                       1999
                                                                                 THREE MONTHS ENDED                INCEPTION OF
                                                                                     MARCH 31,                     DEVELOPMENT
                                                                       ------------------ --- ----------------
                                                                             2005                  2004               STAGE
                                                                       ------------------     ----------------    ---------------
<S>                                                                    <C>                    <C>                 <C>
   CASH FLOWS FROM OPERATING ACTIVITIES:
          Net increase (decrease) in net assets resulting from
operations                                                             $         (73,688)     $          (300)    $     (187,394)

          Adjustments to reconcile net increase (decrease) in net
assets from operations to net cash provided by operating activities:
          Purchase of investments
                                                                                (19,647)                    -            (19,647)
          Net realized loss on investments                                        5,000                    -              5,000
          Increase in prepaid expenses                                           (5,000)                    -            (5,000)
          Increase (Decrease) in management fee payable                          33,000                    -             33,000
          Increase in Board of Managers' fees payable                            11,000                    -             11,000
          Increase in other expenses payable                                     25,619                  300             35,937
                                                                       ------------------     ----------------    ---------------

               Net cash provided by (used by) operating activities              (23,716)                    -          (127,104)
                                                                       ------------------     ----------------    ---------------

CASH FLOW FROM FINANCING ACTIVITIES
                 Sale of stock                                                   38,000                                 141,388
                       Proceeds from stock sales redeemed                         9,000                                   9,000
                                                                       ------------------     ----------------    ---------------

                          Net cash provided by financing activities              47,000                    -            150,388
                                                                       ------------------     ----------------    ---------------
               Net change in cash                                                23,284                    -             23,284
                                                                       ------------------     ----------------    ---------------

                       CASH AT BEGINNING OF PERIOD                                    -                    -                  -
                                                                       ------------------     ----------------    ---------------
                       CASH AT END OF PERIOD                           $           23,284     $             -     $        23,284
                                                                       ==================     ================    ===============
</TABLE>

                 Notes to  Financial  Statements  are an integral  part of these
Financial Statements.
                                        6



<PAGE>




BRONCO ENERGY FUND, INC.
(A Development Stage Company)
FINANCIAL HIGHLIGHTS (UNAUDITED)

PER UNIT OPERATING PERFORMANCE: (1)
<TABLE>
<CAPTION>

                                                                            THREE MONTHS ENDED
                                                                                 MARCH 31,
                                                                   ------------------ ---- --------------
                                                                         2005                  2004
                                                                   ------------------      --------------

<S>                                                                <C>                      <C>
   NET ASSET VALUE, BEGINNING OF PERIOD                            $            0.01        $     (0.01)
   INCOME FROM INVESTMENT OPERATIONS:

          Net investment loss                                                      -                   -
          Net realized and unrealized gain (loss) on
investment transactions                                                       (0.00)                   -
                                                                   ------------------      --------------
               Total from investment operations                                0.00                   -

          Net decrease in net assets resulting from
operations                                                                    (0.01)              (0.00)
                                                                   ------------------      --------------
   NET ASSET VALUE, END OF PERIOD
                                                                   $          (0.01)        $     (0.01)
                                                                   ==================      ==============
   TOTAL NET ASSET VALUE RETURN (3), (4)                                      (0.01)  %           (0.00)  %

   RATIOS AND SUPPLEMENTAL DATA:
          Net assets, end of period                                $        (46,006)        $    (1,118)
          Ratios to average net assets: (2)
               Net expenses                                                    0.05   %            0.01  %
               Net investment loss                                            (0.00)  %               -  %
          Portfolio Turnover Rate (3)                                             -   %               -  %
</TABLE>

(1) Selected data for a share of common stock  outstanding  through each period.
(2) Annualized.
(3)  Not annualized.
(4)  Total  investment  return  based on per unit net asset value  reflects  the
     effects of  changes  in net asset  value  based on the  performance  of the
     Company during the period, and assumes dividends and distributions, if any,
     were reinvested. The Company's units were issued in a private placement and
     are not traded.  Therefore the market value total investment  return is not
     presented.

                 Notes to  Financial  Statements  are an integral  part of these
Financial Statements.
                                        7



<PAGE>


                            BRONCO ENERGY FUND, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           MARCH 31, 2005 (UNAUDITED)

NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN

On  December  21, 2004 the Company  filed a Form  N-54A,  Notification  with the
Securities  and Exchange  Commission  electing to become a Business  Development
Company  pursuant  to Sections  55 through 65 of the  Investment  Company Act of
1940. On May 23, 2005, the Board unanimously approved a proposal to withdraw the
Company's  election  to be treated as a BDC as soon as  practicable,  so that it
might again conduct  business as a regular  public  company rather than as a BDC
subject to the Investment Company Act.

Bronco has been in the  developmental  stage since  inception and its operations
through  March 31,  2005 have been  limited  to  issuing  shares,  investigating
investment opportunities, and other organizational matters.

The  accompanying  financial  statements  have  been  prepared  on the  basis of
accounting  principles  applicable to a "going  concern",  which assume that the
Company  will  continue in  operation  for at least one year and will be able to
realize  its assets  and  discharge  its  liabilities  in the  normal  course of
operations.

Several conditions and events cast doubt about the Company's ability to continue
as a "going  concern."  The Company  has  incurred  net losses of  approximately
$187,394 for the three months ended March 31, 2005 and  $109,500,  $300 and $300
for the  year  ended  December  31,  2004,  2003 and  2002  respectively,  has a
liquidity  problem,  and requires  additional  financing in order to finance its
business  activities  on an ongoing  basis.  The  Company is  actively  pursuing
alternative  financing  and has had  discussions  with  various  third  parties,
although no firm  commitments  have been obtained.  The Company's future capital
requirements  will depend on  numerous  factors  including,  but not limited to,
continued progress in finding business opportunities.

These financial statements do not reflect adjustments that would be necessary if
the  Company  were unable to continue  as a "going  concern".  While  management
believes that the actions  already  taken or planned,  will mitigate the adverse
conditions  and  events  which  raise  doubt  about the  validity  of the "going
concern" assumption used in preparing these financial  statements,  there can be
no assurance that these actions will be  successful.  If the Company were unable
to  continue  as a  "going  concern,"  then  substantial  adjustments  would  be
necessary  to the  carrying  values  of  assets,  the  reported  amounts  of its
liabilities,   the  reported  revenues  and  expenses,  and  the  balance  sheet
classifications used.

                                        8


<PAGE>



                            BRONCO ENERGY FUND, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           MARCH 31, 2005 (UNAUDITED)
                                   (Continued)

NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN (CONTINUED)

                               NATURE OF BUSINESS

The Company was originally  organized as a vehicle to seek merger or acquisition
candidates.  The  Company  intends to  acquire  interests  in  various  business
opportunities,  which in the opinion of management would provide a profit to the
Company. In December, 2004 the Company filed a notification under Form N54a with
the United States  Securities  and Exchange  Commission  ("SEC")  indicating its
election to be regulated as a Business  Development  Company ("a BDC") under the
Investment  Company Act of 1940. In connection  with this election,  the Company
has  adopted  corporate  resolutions  and  intends to  operate  as a  closed-end
management investment company. On May 23, 2005, the Board unanimously approved a
proposal to withdraw  the  Company's  election to be treated as a BDC as soon as
practicable, so that it might again conduct business as a regular public company
rather than as a BDC subject to the Investment  Company Act. To accomplish this,
the Company is filing the necessary  documents  with the Securities and Exchange
Commission.


                     ORGANIZATION AND BASIS OF PRESENTATION

The Company was  incorporated  under the laws of the State of Nevada on June 19,
1997.  The Company ceased all operating  activities  during the period from June
19, 1997 to October 20, 1999 and was considered dormant. Since October 20, 1999,
the Company is in the  development  stage,  and has recently  commenced  planned
principal operations.

Certain  amounts  have been  reclassified  from the  December  31, 2004  audited
financial  statements  to  comply  with the  Investment  Company  Act  format of
presentation.

NOTE 2 - SUMMARY OF ACCOUNTING POLICIES

This summary of accounting  policies for Bronco Energy Fund, Inc. (a development
stage company) is presented to assist in understanding  the Company's  financial
statements.  The accounting  policies conform to generally  accepted  accounting
principles  and  have  been  consistently  applied  in  the  preparation  of the
financial statements.

                            CASH AND CASH EQUIVALENTS

For purposes of the  statement of cash flows,  the Company  considers all highly
liquid debt instruments  purchased with a maturity of three months or less to be
cash  equivalents  to the  extent  the funds are not being  held for  investment
purposes.

                           PERVASIVENESS OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles required management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

                                        9


<PAGE>

                            BRONCO ENERGY FUND, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           MARCH 31, 2005 (UNAUDITED)
                                   (Continued)

NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

                          CONCENTRATION OF CREDIT RISK

The Company has no significant  off-balance-sheet  concentrations of credit risk
such as foreign exchange  contracts,  options contracts or other foreign hedging
arrangements.

NOTE 3 - INCOME TAXES

As of March 31, 2005,  the Company had a net  operating  loss  carryforward  for
income tax  reporting  purposes  of  approximately  $191,888  that may be offset
against future taxable income through 2025. Current tax laws limit the amount of
loss  available to be offset  against  future  taxable income when a substantial
change in ownership  occurs.  Therefore,  the amount  available to offset future
taxable income may be limited. No tax benefit has been reported in the financial
statements,  because the Company  believes  there is a 50% or greater chance the
carryforwards will expire unused. Accordingly, the potential tax benefits of the
loss carryforwards are offset by a valuation allowance of the same amount.

NOTE 4 - DEVELOPMENT STAGE COMPANY

The Company has  recently  begun  principal  operations  and as is common with a
development  stage  company,  the Company has had  recurring  losses  during its
development  stage.  The  Company's  financial  statements  are  prepared  using
generally  accepted  accounting  principles  applicable to a going concern which
contemplates  the  realization  of assets and  liquidation of liabilities in the
normal course of business.  However,  the Company does not have significant cash
or other material  assets,  nor does it have an  established  source of revenues
sufficient to cover its  operating  costs and to allow it to continue as a going
concern.  In the interim,  shareholders of the Company have committed to meeting
its minimal operating expenses.

NOTE 5 - COMMITMENTS

As of March 31, 2005  substantially  all  activities  of the  Company  have been
conducted by  corporate  officers  from either their homes or business  offices.
Currently,  there are no  outstanding  debts owed by the  company for the use of
these facilities and there are no commitments for future use of the facilities.

Commencing on January 1, 2005, the Company  entered into  employment  agreements
with Dan Baker,  Jim Marshall and Kevin Sherlock,  the President,  Treasurer and
Secretary,  in the  amounts of $60,000  $36,000 and  36,000,  respectively.  The
officer  salaries are contingent on the Company having the cash flow and/or cash
reserves to meet the Company's operating expenses.

                                       10



<PAGE>


                            BRONCO ENERGY FUND, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           MARCH 31, 2005 (UNAUDITED)
                                   (Continued)

NOTE 6 - COMMON STOCK

At December 31, 2004 there were 200,000 shares outstanding.  On February 8, 2005
notes payable in the amount of $250,000 were converted into 5,000,000  shares of
common stock.

On January 24, 2005, the Company filed a Form 1-E proposing to sell common stock
totaling  no more than  $5,000,000  under  Regulation  E  promulgated  under the
Securities Act of 1933 at prices between $.05 and $5.00 per share.  The offering
became  effective on February 8, 2005. As of March 31, 2005 the Company had sold
76,000 shares at $.50 per share.

The Company and its  officers  and  directors  have  rescinded  stock grants and
options  granted  during 2005 and have  returned and  cancelled  those shares in
conformity with the requirements of the Investment Company Act of 1940.

NOTE 7 - SUBSEQUENT EVENTS

On April 21, 2005,  Bronco Coal Company of Utah, a wholly owned private company,
purchased the Columbia Coal Mine ("Columbia") located in Books Cliff, near Price
Utah. The mine has been out of operation since 1966 and will require significant
renovation  and  improvement  to meet current  standards  and achieve  operating
efficiency. The Company does not expect significant production operations at the
mine until the second quarter of 2006 at the earliest.

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

                                       11


<PAGE>



ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS.  THREE-MONTH  PERIOD  ENDED  MARCH 31,  2005 AS  COMPARED TO THE
SIMILAR PERIOD IN 2004

LIQUIDITY AND CAPITAL RESOURCES

Through March 31, 2005, we have conducted  limited  operations to date. At March
31,  2005,  the  Company  held  $42,931 in assets as compared to $0 in assets at
December 31, 2004.

Cash and cash  equivalents  from  inception  to date have been  insufficient  to
provide the operating  capital  necessary to operate the Company.  The necessary
capital to operate the  Company was  initially  provided by the  principals  and
founders of the Company in the form of both debt and capital stock  issuances as
set forth in the financial  statements  incorporated  herein.  In order to raise
capital,  the  Company,  on  January  24,  2005,  filed a Form 1-E with the SEC,
proposing to sell up to $5,000,000  of its common stock at prices  between $0.05
and $5.00. The Company, through March 31, 2005, sold a total of 76,000 shares of
common stock at the price of $0.50 to 14 purchasers.

Through March 31, 2005, the Company converted preexisting outstanding promissory
notes in the amount of  $250,000  for  5,000,000  shares of common  stock at the
price of $0.05.

In summary,  there has been an absence of  liquidity  and capital  resources  to
operate the Company  self-sufficiently.  Such inadequacy will continue until the
Company is able to raise additional funds.

The Company  believes that its  liquidity and capital  resources are adequate to
satisfy its current operational needs as well as its investment objectives.

RESULTS OF OPERATIONS

INVESTMENT INCOME AND EXPENSES

For the three months ended March 31, 2005, the Company had no investment income,
and  operating  expenses of $68,688 and an  unrealized  loss on  investments  of
$5,000,  resulting in a net loss of ($73,688).  For the three months ended March
31, 2004, the Company had no investment  income, and operating expenses of $300,
resulting in a net loss of ($300). The increase in expenses for the three months
ended  March 31,  2005 over the same  period in 2004  resulted  from the Company
commencing its primary operations.  The expenses consist of professional fees in
the amount of $9,966,  administrative  expense  of  $8,874,  management  fees of
$33,000 and Board fees and costs of $16,977.

NET ASSETS

The Company's  negative net assets were $(46,006) or a net asset value per share
of $(0.0087) at March 31, 2005.  This represents a slight increase from negative
net assets of $(1.3016) at December 31, 2004.  This  increase in net asset value
per share resulted  primarily from the proceeds of the sale of stock pursuant to
the Company's 1-E offering exemption and conversion of debt to equity.

                                       12


<PAGE>



APPLICATION OF CRITICAL ACCOUNTING POLICIES

The Company's  Valuation  and Audit  Committees,  consisting of the  independent
Directors of the Company,  will make certain critical accounting  estimates with
respect to the valuation of private  portfolio  investments.  As the Company has
only  commenced  limited  investing  activities,  the Company  has no  portfolio
investments at March 31, 2005.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

EQUITY PRICE RISK

The Company anticipates that a majority of its investment portfolio will consist
of securities in private companies and private  investment funds,  which are not
publicly traded. These investments would be recorded at fair value as determined
by the Investment  Committee in accordance with valuation  guidelines adopted by
the Board of Directors. This method of valuation does not result in increases or
decreases in the fair value of these securities in response to changes in market
prices.  Thus,  these  securities  would not be  subject  to equity  price  risk
normally  associated with public equity markets,  except that to the extent that
the private investment funds hold underlying public  securities,  the Company is
indirectly  exposed to equity  price risk  associated  with the public  markets.
Thus, there is no exposure to equity price risk, estimated as the potential loss
in fair value due to a  hypothetical  10% decrease in quoted market  prices.  At
March 31, 2005, the Company held no publicly traded equity securities.

ITEM 4. CONTROLS AND PROCEDURES.
      (a) Evaluation of Disclosure Controls and Procedures. As of March 31, 2005
(the  end of the  period  covered  by  this  report),  the  Company's  principal
executive  officers and principal  financial officer evaluated the effectiveness
of the Company's  disclosure controls and procedures (as defined in Exchange Act
Rules  13a-15(e)  and  15d-15(e))  and  have  concluded  that,   based  on  such
evaluation,  the Company's  disclosure controls and procedures were adequate and
effective to ensure that material  information  relating to the Company was made
known to them by others within those entities.

      (b) Changes in Internal  Controls.  There were no changes in the Company's
internal  control over  financial  reporting  identified in connection  with the
evaluation of such  internal  control that  occurred  during the Company's  last
fiscal  quarter,  that have  materially  affected,  or are reasonably  likely to
materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.
      None.


                                       13


<PAGE>



ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS.


                              CHANGES IN SECURITIES

On January 4, 2005, the Company  authorized the issuance of a total of 4,300,000
shares of common stock to a total of nine directors for services rendered.  Also
on January 4, 2005,  the Company  authorized the issuance of options for a total
of 4,300,000 shares of common stock,  exercisable at $0.01 per share, to a total
of nine directors.  On February 9, 2005, the Company  authorized the issuance of
options for a total of 900,000 shares of common stock,  exercisable at $0.01 per
share to three directors.  Also on February 9, 2004, the Company  authorized the
issuance of a total of 900,000  shares of common  stock to three  directors  for
services rendered. During the first half of 2005, four directors exercised their
options for 300,000  shares  each at $0.01 per share.  These  shares and options
were issued after the Company  elected to be regulated as a BDC.  After a review
of these  transactions,  the Board became  concerned that the issuances of stock
and options to officers and directors, and the subsequent option exercises which
occurred in 2005,  might not have complied with the provisions of the Investment
Company  Act in that the  options  were  issued  without a  shareholder  vote of
approval  and in an amount  greater  than 20 per centum of the then  outstanding
voting  securities.  In order to address this issue,  the Company  requested the
recipients  return  and cancel all the above  stock and  options  issued in 2005
after the Company  elected to be regulated as a BDC. The recipients  have agreed
with that request, and all such stock and option issuances have been rescinded.

Prior to becoming a BDC, the Company entered into a consulting agreement with 3D
Intel,  Inc. 3D Intel,  Inc.,  located in Austin,  Texas,  is  controlled by its
president,  Alan Lomax. The consulting agreement provided for 3D Intel to advise
and assist Bronco Energy Fund in the general administrative function of managing
the  document  process  in  electing  to become a Business  Development  Company
regulated  under the Investment  Company Act of 1940.  The  consulting  work was
completed and the contract was  memorialized  on December 21, 2004.  Thereafter,
the Company  filed its election to be treated as a BDC.  The  contract  required
payment of $100,000, as consideration for the consulting services rendered. This
obligation  was  evidenced  by a  promissory  note  which was  issued  effective
December  21,  2004,  in the  amount  of  $100,000.  The note by its  terms  was
convertible into common stock of the Company at the rate of $0.05 per share, for
a total of 2,000,000  shares.  On February 8, 2005,  3D converted  the note into
2,000,000 shares of the Company's common stock.

Prior to becoming a Business Development Company,  Bronco Energy Fund issued, on
December  16,  2004,  a  promissory  note in the amount of  $150,000 to its then
president,  Daniel Hodges,  in return for Mr. Hodges  tendering his  resignation
effective  December 16, 2004, and for him returning for cancellation his 800,000
shares of common  stock of the  Company,  then  representing  80% control of the
Company.  The terms of the note  provided Mr.  Hodges with the option to convert
the note into common  stock in the event that the  Company  filed a Form 1-E. On
January 24, 2005, the Company did file a Form 1-E. Mr. Hodges  assigned the note
to his children's trust investment arm, Joshua & Grace  Investments,  LLC, which
subsequently  converted  the note on February 8, 2005,  at the rate of $0.05 per
share,   resulting  in  3,000,000  shares  being  issued  to  said  trust,  then
representing  approximately 57% of the Company's outstanding common stock of the
issuance.
                                 USE OF PROCEEDS

      During the three  months  ended  March 31,  2005,  we  received a total of
$38,000 in proceeds  from the sale of shares of commons  stock being  offered by
the  Company  pursuant  to the Form 1-E  filed  January  24,  2005 with the SEC,
proposing to sell up to $5,000,000  of its common stock at prices  between $0.05
and $5.00.  Pursuant to the 1-E  exemption,  the Company  sold a total of 76,000
shares  of  common  stock at the price of $0.50 to 14  purchasers,  netting  the
Company $38,000.

      The net proceeds were used as follows:

      Investments in private companies                                 $   9,716
      Other deposits                                                       5,000
      Working capital (cash)                                              23,284
                                                                        --------
                                                                       $  38,000

Directors of the Company  have loaned  $9,000 to the Company  through  March 31,
2005.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
      None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
      None.

ITEM 5. OTHER INFORMATION.
      None.


                                       14
<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (A) EXHIBITS.


31.1     Certification of Chief Executive Officer Pursuant to 18 U.S.C.  Section
         1350, as Adopted Pursuant to Section 302 of the  Sarbanes-Oxley  Act of
         2002.

31.2     Certification  of  Treasurer  Pursuant to 18 U.S.C.  Section  1350,  as
         Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32       Certification  Pursuant to 18 U.S.C.  Section 1350, as Adopted Pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002.

(B) REPORTS ON FORM 8-K.

(1)      On February 10, 2005, the Company filed a Current Report on Form 8-K to
         report under Item 5.02 appointment of additional Directors.

(2)      On February 14, 2005, the Company filed a Current Report on Form 8-K to
         report under Item 5.02 appointment of additional Directors.

(3)      On May 5,  2005,  the  Company  filed a  Current  Report on Form 8-K to
         report  under Item 4.01 that  Robison,  Hill & Co had  resigned  as the
         Company's  certifying  accountant,  and that Epstein,  Weber & Conover,
         P.L.C. was appointed the Company's certifying accountant.

                                       15


<PAGE>



                                   SIGNATURES

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


                                     BRONCO ENERGY FUND, INC.


Date: November 14, 2005              By:    /s/ Dan Baker
                                         ---------------------------
                                          Dan Baker
                                          Chief Executive Officer


Date: November 14, 2005              By:    /s/ James Marshall
                                         ---------------------------
                                          James Marshall
                                          Treasurer
                                          (Principal Financial Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated:


        SIGNATURE              TITLE                          DATE
        ---------              -----                          ----

/s/ DANIEL BAKER        Chief Executive Officer                November 14, 2005
----------------        (principal executive officer) and
Daniel Baker            Director

/s/ JAMES MARSHALL      Chief Financial Officer and Treasurer  November 14, 2005
----------------        (principal financial and accounting
James Marshall          officer) and Director

/s/ DANIEL HODGES       Chairman of the Board                  November 14, 2005
----------------
Daniel Hodges

/s/ STANLEY HIRSCHMAN   Director and member of audit committee November 14, 2005
----------------
Stanley Hirschman

/s/ PHIL PEARCE         Director and member of audit committee November 14, 2005
----------------
Phil Pearce



                                                16