U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-QSB





(Mark One)



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



For the quarterly period ended June 30, 2004



[ ] 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 333-99449







LITERARY PLAYPEN, INC.

(Name of Small Business Issuer in its charter)





Delaware

33-0889194



(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)





1495 Ridgeview Drive, Suite 220

Reno, Nevada

89509

(Address or principal executive offices)

(Zip Code)





Issuer's telephone number (775) 827-6300





Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 [ ].





As of August 12, 2004 the Company had 5,679,000 shares of its $.001 par value common stock issued and outstanding.





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





















INDEX







PART I FINANCIAL INFORMATION



Item 1. Financial Statements

Page



Condensed Balance Sheet at June 30, 2004 (unaudited)....3



Condensed Statements of Operations Cumulative During Development Stage,

and for the Three Months Ended June 30, 2004 (unaudited).4



Condensed Statements of Cash Flows Cumulative During Development Stage,

and for the Three Months Ended June 30, 2004 (unaudited).5



Notes to Condensed Financial Statements (unaudited)

.6



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



PART II OTHER INFORMATION



Item 1.  Legal Proceedings

..8



Item 2.  Changes in Securities...  8



Item 3.  Defaults Upon Senior Securities8



Item 4.  Submission of Matters to a Vote of Security Holders...8



Item 5.  Other Information

.8



Item 6.  Exhibits and Reports on Form 8-K8



Item 7.

Signatures.8



Certifications......9



Exhibits.11

















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LITERARY PLAYPEN, INC.

(A Company in the Development Stage)

BALANCE SHEET





ASSETS



June 30, 2004

(unaudited)







CURRENT ASSETS

Cash

$

46



Prepaid Expenses

79





Total current assets

125





DEFERRED TAX ASSET (NET)

-





Total assets

$

125









LIABILITIES AND SHAREHOLDERS' DEFICIT





CURRENT LIABILITIES

Accounts payable

$

12,655

Interest payable

1,563

Note payable

12,500



Shareholder advances

32,940





Total current and total liabilities

59,658





COMMITMENTS AND CONTINGENCIES



SHAREHOLDERS' DEFICIT

Preferred stock, $.001 par value, 10,000,000 shares

authorized and none issued and outstanding

Common stock, $.001 par value, 20,000,000 shares

authorized, 5,679,000 issued and outstanding

5,679

Common stock subscribed

25





Additional paid-in-capital

6,341





Deficit accumulated during the development stage

(71,578)





Total shareholders' deficit

(59,533)





Total liabilities and shareholders' deficit

$

125













See Notes to the Interim Financial Statements

LITERARY PLAYPEN, INC.

(A Company in the Development Stage)

STATEMENTS OF OPERATIONS (unaudited)









Cumulative From

For the six months ended

For the three months ended



Inception

June 30

June 30



(April 26, 2001)

2003             2004                         2003                     2004



REVENUE

$

-

$

-

$

-

$

-

$

-



ADMINISTRATIVE AND GENERAL COSTS

General and administrative expenses

(6,215)

(2,765)

(60)

(901)

(30)

Consulting services

(9,045)

(1,193)

-

(1,193)

-

Investor relations

(3,152)

-

-

-

-

Filing expenses

(2,549)

(249)

-

(249)

-

Legal and accounting expense

(46,000)

(6,500)

(2,500)

(1,250)

(2,500)

Loss on impairment of license agreement

(3,000)

-

-

-

-



Total operating costs and expenses

(69,961)

(10,707)

(2,560)

(3,593)

(2,530)



INTEREST EXPENSE

(1,617)

(397

(625)

(348)

(313)



Provision for income taxes

-

-

-

-

-



Net loss

$

(71,578)

$

(11,104)

$

(3185)

$

(3,941)

$

(2,843)



Loss per common share basic and diluted

$

(0.01)

$

(0.00)

$

(0.00)

&

(0.00)

$

(0.00)





Weighted average common shares basic

4,881,938

5,589,500

5,679,000

5,679,000

5,679,000

And diluted













































See Notes to the Interim Financial Statements













LITERARY PLAYPEN, INC.

(A Company in the Development Stage)

STATEMENTS OF CASH FLOWS

(unaudited)











Cumulative From





Inception



April 26, 2001

June 30, 2003

June 30, 2004



CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

$

(71,578)

$

(11,104)

$

(3,185)





Adjustments to reconcile net loss to net cash used

in operating activities:

Loss on impairment of license agreement

-

-

-

Increase (decrease) in accounts payable

12,555

(4,344)

(12,500)



Increase in prepaid expense

(79)

(1,250)

-

Increase in interest payable

1,563

336



625



Increase in related party payable

100

249

100

Expense paid by issuance of stock

12020

1,193

-

Expense paid by stock subscription

25

25

-



Net cash used in operating activities

(45,394)

(14,895)

(14,960)



CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of note payable

12,500

12,500

-

Proceeds received from shareholder advances

32,940

-

15,000

Repayment of shareholder advances

-

-

-



Net cash provided by financing activities

45,440

12,500

15,000



Net increase (decrease) in cash

46

(2,395)

(40)



Cash and cash equivalents at April 26, 2001 (inception)

and December 31, 2002 and December 31,2003

-

4,184

6



Cash and cash equivalents at June 30, 2004

$

46

$

1,789

$

46





SUPPLEMENTARY AND NON-CASH INFORMATION:



No amounts were paid for either interest or income taxes during the period ended June 30, 2003, and June 30,2004



During the six months ended June 30, 2003, the Company issued 179,000 common shares in exchange for consulting services of $3,580













See Notes to the Interim Financial Statements

LITERARY PLAYPEN, INC.

(A Company in the Development Stage)

NOTES TO THE INTERIM FINANCIAL STATEMENTS (Unaudited)

June 30, 2004



1.

Basis of Presentation

The accompanying unaudited interim financial statements of Literary Playpen, Inc. (the Company) have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America, pursuant to the Securities and Exchange Commission rules and regulations. In managements opinion all adjustments necessary for a fair presentation of the results for interim periods have been reflected in the interim financial statements. The results of operations for any interim period are not necessarily indicative of the results for a full year. All adjustments to the financial statements are of a normal recurring nature.



Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Such disclosures are those that would substantially duplicate information contained in the most recent audited financial statements of the Company, such as significant accounting policies.  Management presumes that users of the interim statements have read or have access to the audited financial statements and notes thereto included in the Companys most recent annual report on Form 10KSB.



Going Concern

These financial statements have been prepared assuming that the Company will continue as a going concern. The Company is currently in the development stage, and existing cash, other material assets, and available credit are insufficient to fund the Companys cash flow needs for the next year. Their ability to continue as a going concern is dependent on their ability to generate revenues or raise funds through sale of their equity securities for use in administrative, marketing, research and development activities. The Company expects to fund itself in the next twelve months through issuance of additional stock.



2.   Notes Payable and Common Stock Subscribed

In March 2003 a note payable agreement was entered into in the amount of $12,500. The interest rate is ten percent (10%) per annum. Interest payable as of June 30, 2004 was $1,563. The note and related interest are due on demand, and the Company is obligated to provide 25,000 restricted common shares to the lender on the due date of the note.



3.   Related Party Transactions

The officers of Literary Playpen, Inc., have advanced the Company funds to pay expenses in prior years. The advances are due upon demand and carry no interest. As of June 30, 2004, the outstanding advance balance was $32,940.







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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION



The Company has had no revenues, and the operating costs and expenses incurred by the Company are mainly Accounting fees, bank charges and interest expense, which totaled $2,843 for the quarter ended June 30, 2004. The Company intends to offer shares of its common stock, par value $0.001 in a Private Placement Memorandum during the next twelve months.  The Companys plan of operation over the next 12 months is to obtain funding to implement its business plan. The Company is classified as a development stage company because its principal activities involve seeking to develop business activities. We are an entertainment company that seeks to own rights to literary content. The target use for our proposed technology is a series of wireless and PC-based video games intended to form a new literary art form. We intend to develop and market a series of online and wireless interactive products, which merge contemporary best-selling fiction by established writers with communication and interactive media to create a new literary entertainment form, distributed by existing wireless networks and as CDROMs in book jackets of best-selling published works. We intend to create a series of online interactive video games and believe that these proposed products may enjoy large-scale distribution through enclosure of a CDROM in the book jacket of published books by writers who have licensed content to LPI. The Company intends to obtain Intellectual Property license rights for use in developing interactive games. We have a strong technical foundation to develop intellectual property licensed by the Company.  The technical background of our management and advisory team span more than thirty years.



Short Term Goal

We intend to seek funding to obtain Intellectual Property Rights and we intend to then develop interactive literature products.  Each product is anticipated to draw advances on royalties to offset development costs, with actual royalties to provide ongoing revenue. The first wireless games may be targeted at the teen and young woman demographics and possibly released in Japan.



Long Term Goal

We intend to build an ongoing library of interactive literature products.  It is our hope that eventually this library will be quite sizable, with products for wireless and wired technologies.  One of our goals is that over the first two-years of the development cycle, we intend to seek to develop a role-playing game based on, and to be distributed with, a current hardcover release. These games, to be played on personal computers and game consoles, are expected to be far more sophisticated in design and more far-reaching in possibilities



FORWARD LOOKING STATEMENTS

This quarterly report contains forward-looking statements that are based on the Company's beliefs as well as assumptions made by and information currently available to the Company. When used in this quarterly report, the words "believe," "endeavor," "expect," "anticipate," "estimate," "intends," and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks, uncertainties and assumptions. (Please refer to the companys Annual Report on Form 10KSB dated December 31, 2003, filed with the Securities and Exchange Commission and which are described in Part I, Item 1 of the Annual Report, Description of Business - Risk Factors"). Should one or more of those risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, or projected. The Company cautions shareholders and potential investors not to place undue reliance on any such forward-looking statements all of which speak only as of the date made.

























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PART II OTHER INFORMATION



Item 1.

Legal Proceedings



There are no legal proceedings against the Company and the Company is unaware of proceedings contemplated against it.



Item 2.

Changes in Securities



None.



Item 3.

Defaults Upon Senior Securities



None.



Item 4.

Submission of Matters to a Vote of Security Holders



None



Item 5.

Other Information



There is no other information deemed material by management for disclosure herein.



Item 6.

Exhibits and Reports on Form 8-K



(a)

Exhibits



3.1

Certificate of Incorporation of the Company (1)



3.2

Bylaws of the Company (1)



4.1

Specimen of Common Stock Certificate (1)



10.1

[Form of] Indemnity Agreement. (1)

(1) Previously filed as an exhibit to the Company's Registration Statement on Form 10-SB with the Commission on February 15, 2000.



99,

Certification of 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.



(b)

Reports on Form 8-K



None

Item 7.

SIGNATURES



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

LITERARY PLAYPEN, INC.

(A Company in the Development Stage)





By: /s/ Jesse A. Sackman

Jesse A. Sackman

Chief Executive Officer

Dated: August 12, 2004







CERTIFICATIONS



SECTION 302 CERTIFICATION



I, Jesse A. Sackman, certify that:



1. I have reviewed this interim quarterly report on Form 10-QSB of Literary Playpen, Inc.;



2. Based on my knowledge, this interim quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;



3. Based on my knowledge, the financial statements, and other financial

information included in this interim quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this interim quarterly report;



4. The registrant's other officers and I are responsible for

establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;



b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this interim quarterly report (the "Evaluation Date"); and



c) presented in this interim quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;



5. The registrant's other officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):



a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and



b) any fraud, whether or not material, that involves management or other

employees who have a significant role in the registrant's internal controls; and



6. The registrant's other officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.





By /s/ Jesse A. Sackman               Date:  August 12, 2004

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

Jesse A. Sackman

Chief Executive Officer











EXHIBIT 99



CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY OF 2002



In connection with the interim quarterly report pursuant to section 13 or 15(d) of the securities exchange act of 1934 of Literary Playpen, Inc. on Form 10QSB dated for the period ended June 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Quarterly Report"), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbannes-Oxley Act of 2002, that to the best of his knowledge:



1.   The Registration Statement fully complies with the requirements of Section 13 (a) pr 15(d) of the Securities Exchange Act of 1934; and



2.   The information contained in the Registration Statement fairly presents, in all material respects, the financial condition and results of operation of the Company.





August 12, 2004



By: /s/ Jesse A. Sackman

Jesse A. Sackman

Chief Executive Officer

Chairman