SECURITIES  AND  EXCHANGE  COMMISSION
                             Washington, D.C.  20549

                                   FORM 10-QSB
(Mark  One)
[X]   QUARTERLY  REPORT  UNDER  SECTION  13  OR  15(d)
      OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934

                         For the quarterly period ended
                                  June 30, 2001
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    0-29695

                         CALIPER ACQUISITION CORPORATION
                     (Exact name of registrant as specified
                               in  its  charter)

Delaware                           52-2217568
(State  or  other jurisdiction   (I.R.S. Employer
of incorporation organization)   Or  Identification No.)

                  1504 R Street, N.W., Washington, D.C. 20009

               (Address of principal executive offices (zip code)

                                  202/387-5400

              (Registrant's telephone number, including area code)

Indicate  by check mark whether the registrant (1) filed all reports required to
be  filed  by  Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  last 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  the  number  of  shares outstanding of each of the issuer's classes of
common  equity,  as  of  the  latest  practicable  date.

Class                        Outstanding  at  June  30,  2001
Common  Stock,
par  value  $0.0001          5,000,000

<PAGE>
                   PART  I  --  FINANCIAL  INFORMATION


ITEM  1.  FINANCIAL  STATEMENTS

                         CALIPER ACQUISITION CORPORATION
                          (A Development Stage Company)
                               As of June 30, 2001
                                   (Unaudited)

<TABLE>
<CAPTION>
                               ASSETS

<S>                                       <C>
Cash                                   $  500
                                       -------
TOTAL  ASSETS                          $  500
                                       =======

LIABILITIES  AND  STOCKHOLDER'S  EQUITY

LIABILITIES                            $  _
                                       -------
STOCKHOLDER'S  EQUITY

Preferred  Stock,  $.0001  par  value,
20,000,000  shares  authorized,
none  issued  and  outstanding            _
Common  Stock,  $.0001  par  value,
100,000,000  shares  authorized,
5,000,000  issued  and  outstanding      500
Additional  paid_in  capital             535
Deficit  accumulated  during
development  stage                      (535)
                                       -------
Total  Stockholder's  Equity             500
                                       -------
TOTAL  LIABILITIES  AND
   STOCKHOLDER'S  EQUITY               $ 500
                                       =======

See  accompanying  notes  to  financial  statements
</TABLE>

<PAGE>

                         CALIPER ACQUISITION CORPORATION
                          (A Development Stage Company)
                             Statement of Operations
                                   (Unaudited)
<TABLE>

<CAPTION>

<PAGE>
             For  the      For  the      For  the    For  the   March24,
             Six  Months   Six  Months   3-Months    3-Months   1999
             Ended         Ended         Ended       Ended      (Inception)
             June  30,     June 30,      June 30,    June 30,   to  June  30,
             2001          2000          2001        2000       2001


<S>            <C>          <C>          <C>         <C>        <C>
Income         $    -       $  -         $  -        $  -       $  -

Expenses
  Organization
    expense         -          -            -           -          535
               -------     -------     -------     -------     --------

Total  expenses     -          -            -           -          535
               -------     -------     -------     -------     --------
NET  LOSS           -          -            -           -         (535)
               =======     =======     =======     =======     ========
</TABLE>


                 See accompanying notes to financial statements


<PAGE>

                         CALIPER ACQUISITION CORPORATION
                          (A Development Stage Company)
                  Statement of Changes in Stockholder's Equity
                 For the Period From March 24, 1999 (Inception)
                                To June 30, 2001
                                   (Unaudited)
<TABLE>
<CAPTION>


<PAGE>

<S>                  <C>         <C>        <C>         <C>             <C>
                                                        Deficit
                                                        Accumulated
                   Common  Stock           Additional   During
                   Issued                  Paid-In      Development
                   Shares       Amount     Capital      Stage          Total

Common  Stock
  Issuance         5,000,000    $  500     $  -         $   -          $  500

Fair  value  of
expenses  contributed   -           -         535           -             535

Net  loss  for
the  periods  ended:

December  31,  1999      -           -          -           (535)        (535)
December  31,  2000      -           -          -             -            -
June  30,  2001          -           -          -             -            -

BALANCE  AT
June  30,  2001    5,000,000     $  500      $535        $  (535)        $ 500


                 See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                         CALIPER ACQUISITION CORPORATION
                          (A Development Stage Company)
                            Statements of Cash Flows
                                    Unaudited

                             January 1, 2001     January 1, 2000    March 24, 1999
                             to                  to                 (Inception) to
                             June  30, 2001      June 30, 2000      June 30, 2001

<S>                                <C>                 <C>                 <C>
CASH  FLOWS  FROM  OPERATING
    ACTIVITIES:
Net  loss                    $      -              $  -                $    (535)
 Adjustment  to  reconcile
 net loss  to  net  cash
 used  by  operating  activities

 Contributed  expenses              -                 -                     535
                              ----------           ------------        ----------
 Net  cash  used  in  operating
  activities                        -                 -                      -
                              ----------           ------------        ----------
CASH  FLOWS  FROM  INVESTING
 ACTIVITIES                         -                 -                      -
                              ----------           ------------        ----------
CASH  FLOWS  FROM  FINANCING  ACTIVITIES:

Proceeds  from  issuance  of
 common  stock                      -                 -                     500
                              ----------           ------------        ----------
Net  cash  provided  by
 financing  activities              -                 -                     500
                              ----------           ------------        ----------
INCREASE  IN  CASH  AND  CASH
 EQUIVALENTS                        -                 -                     500
CASH  AND  CASH  EQUIVALENTS
 BEGINNING  OF  PERIOD              500              500                    -
                              ----------            -----------        ----------
CASH  AND  CASH  EQUIVALENTS
  END  OF PERIOD               $    500              500                $   500
                              ==========            ===========      ===========
</TABLE>

            See  accompanying  notes  to  financial  statement.

<PAGE>

NOTE  1  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

A.  Organization  and  Business  Operations

     Caliper  Acquisition  Corporation  (a  development  stage  company)  ("the
Company")  was  incorporated in Delaware on March 24, 1999 to serve as a vehicle
to  effect  a  merger,  exchange  of  capital  stock, asset acquisition or other
business  combination  with  a domestic or foreign private business. At June 30,
2001  the  Company had not yet commenced any formal business operations, and all
activity  to date relates to the Company's formation.  The Company's fiscal year
end  is  December  31.

     The Company's ability to commence operations is contingent upon its ability
to  enter  into  a  business combination with a prospective target business. See
Note  5.

B.  Use  of  Estimates

     The  preparation  of  the  financial statements requires 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.

C.  Cash  and  Cash  Equivalents

     For  purposes  of  the  statement  of cash flows, the Company considers all
highly liquid investments purchased with an original maturity of three months or
less  to  be  cash  equivalents.

D.  Income  Taxes

     The  Company  accounts  for  income  taxes  under  the Financial Accounting
Standards  Board  of  Financial  Accounting  Standards  No. 109, "Accounting for
Income  Taxes"  ("Statement  109"). Under Statement 109, deferred tax assets and
liabilities  are  recognized  for  the  future  tax consequences attributable to
differences  between the financial statement carrying amounts of existing assets
and  liabilities  and  their  respective  tax  basis.  Deferred  tax  assets and
liabilities  are  measured  using enacted tax rates expected to apply to taxable
income  in  the  years  in  which those temporary differences are expected to be
recovered  or  settled.  Under  Statement 109, the effect on deferred tax assets
and  liabilities  of a change in tax rates is recognized in income in the period
that  includes  the enactment date. There were no current or deferred income tax
expense  or  benefits  due to the Company not having any material operations for
the  period  ending  June  30,  2001.

NOTE  2  STOCKHOLDER'S  EQUITY

        A.  Preferred  Stock

     The  Company is authorized to issue 20,000,000 shares of preferred stock at
$.0001  par  value,  with  such  designations,  voting  and  other  rights  and
preferences  as  may  be determined from time to time by the Board of Directors.

        B.  Common  Stock

     The  Company  is  authorized to issue 100,000,000 shares of common stock at
$.0001  par  value.  At  inception,  the  Company issued 5,000,000 shares of its
common  stock  to  TPG  Capital  Corporation ("TPG") pursuant to Rule 506 for an
aggregate  consideration  of  $500.

        C.  Additional  Paid-In  Capital

     Additional  paid-in  capital  at June 30, 2001 represents the fair value of
the  amount  of organization and professional costs incurred by TPG on behalf of
the  Company.  (See  Note  3)

NOTE  3  AGREEMENT

     On  March  24,  1999,  the  Company signed an agreement with TPG, a related
entity  (See  Note  4).  The  agreement  calls  for TPG to provide the following
services,  without reimbursement from the Company, until the Company enters into
a  business  combination  as  described  in  Note  1A:

        1.  Preparation and filing of required documents with the Securities and
Exchange  Commission.

       2.  Location  and  review  of  potential  target  companies.

       3.  Payment  of  all corporate, organizational, and other costs  incurred
by  the  Company.

NOTE  4  RELATED  PARTIES

     Legal  counsel to the Company is a firm owned by a  director of the Company
who  also owns a controlling interest in the outstanding stock of TPG. (See Note
3)

NOTE  5  POTENTIAL  TARGET  COMPANY

      TPG  Capital  Corporation has had preliminary discussions with a potential
target  company  which  TPG  Capital  Corporation may present to the Company for
consideration  for  a business combination.  TPG Capital Corporation has not yet
made  such  recommendation  and  cannot  predict  when it will do so, if at all.


ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF
    FINANCIAL  CONDITION  AND  RESULTS  OF  OPERATIONS

     The Company will attempt to locate and negotiate with a business entity for
the  combination  of that target company with the Company.  The combination will
normally take the form of a merger, stock-for-stock exchange or stock-for-assets
exchange  (the  "business  combination").  In  most instances the target company
will wish to structure the business combination to be within the definition of a
tax-free reorganization under Section 351 or Section 368 of the Internal Revenue
Code  of  1986, as amended.  No assurances can be given that the Company will be
successful  in  locating  or  negotiating  with  any  target  business.

     The  Company  has  not  restricted  its  search  for  any  specific kind of
businesses,  and  it  may  acquire  a  business  which  is in its preliminary or
development stage, which is already in operation, or in essentially any stage of
its  business  life.  It  is impossible to predict the status of any business in
which  the  Company  may  become engaged, in that such business may need to seek
additional  capital,  may desire to have its shares publicly traded, or may seek
other  perceived  advantages  which  the  Company  may  offer.

     In  implementing  a  structure  for  a particular business acquisition, the
Company  may  become  a  party to a merger, consolidation, reorganization, joint
venture,  or  licensing  agreement  with  another  corporation  or  entity.

     It  is  anticipated  that  any  securities  issued  in  any  such  business
combination  would  be issued in reliance upon exemption from registration under
applicable  federal  and state securities laws.  In some circumstances, however,
as  a  negotiated  element of its transaction, the Company may agree to register
all  or  a  part  of  such  securities  immediately  after  the  transaction  is
consummated  or  at specified times thereafter.  If such registration occurs, it
will be undertaken by the surviving entity after the Company has entered into an
agreement  for a business combination or has consummated a business combination.
The  issuance of additional securities and their potential sale into any trading
market  which  may  develop  in  the Company's securities may depress the market
value  of  the  Company's securities in the future if such a market develops, of
which  there  is  no  assurance.

     The  Company  will  participate  in  a  business combination only after the
negotiation and execution of appropriate agreements.  Negotiations with a target
company  will  likely  focus  on  the percentage of the Company which the target
company  shareholders  would  acquire  in  exchange  for  their  shareholdings.
Although  the  terms  of  such  agreements  cannot  be predicted, generally such
agreements  will  require  certain representations and warranties of the parties
thereto,  will  specify  certain  events  of  default,  will detail the terms of
closing  and  the conditions which must be satisfied by the parties prior to and
after  such  closing  and will include miscellaneous other terms.  Any merger or
acquisition  effected  by  the  Company  can  be  expected to have a significant
dilutive  effect  on the percentage of shares held by the Company's shareholders
at  such  time.

     The Company has entered into an agreement with TPG Capital Corporation, its
sole  shareholder,  to  supervise  the  search for target companies as potential
candidates  for  a business combination.  The agreement will continue until such
time  as  the  Company  has  effected  a  business  combination.  TPG  Capital
Corporation  has  agreed to pay all expenses of the Company until such time as a
business combination is effected, without repayment.  James M. Cassidy, the sole
officer  and  director  of  the  Company,  is  the sole officer and director and
controlling  shareholder  of  TPG  Capital  Corporation.

     The  Company  does  not  anticipate  expending  funds itself for locating a
target  company.  James  M.  Cassidy,  the  officer and director of the Company,
provides  his services without charge or repayment.  The Company will not borrow
any  funds  to  make any payments to the Company's management, its affiliates or
associates.  If  TPG  Capital Corporation stops or becomes unable to continue to
pay the Company's operating expenses, the Company may not be able to timely make
its  periodic  reports required under the Exchange Act nor to continue to search
for  an  acquisition  target.  In such event, the Company would seek alternative
sources  of funds or services, primarily through the issuance of its securities.

     TPG  Capital Corporation may only locate potential target companies for the
Company  and  is  not  authorized  to  enter into any agreement with a potential
target  company  binding  the  Company.  TPG  Capital  Corporation  may  provide
assistance to target companies incident to and following a business combination,
and  receive  payment  for  such assistance from target companies. The agreement
with  TPG  Capital  Corporation  is not exclusive and the Company may enter into
similar  agreements  with  other  persons  or  entities.

     The Board of Directors has passed a resolution which contains a policy that
the  Company  will  not seek a business combination with any entity in which the
Company's  officer,  director, shareholders or any affiliate or associate serves
as  an  officer  or  director  or  holds  any  ownership  interest.

      TPG  Capital  Corporation has had preliminary discussions with a potential
target  company  which  TPG  Capital  Corporation may present to the Company for
consideration  for  a business combination.  TPG Capital Corporation has not yet
made  such  recommendation  and  cannot  predict  when it will do so, if at all.


<PAGE>

           PART  II  --  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

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

ITEM  2.  CHANGES  IN  SECURITIES

     Not  applicable.

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES

     Not  applicable.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF
            SECURITY  HOLDERS

     Not  applicable.

ITEM  5.  OTHER  INFORMATION

     Not  applicable.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)     Exhibits

     (b)     Reports  on  Form  8-K

     There  were no reports on Form 8-K filed by the Company during the quarter.


                                   SIGNATURES

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

CALIPER  ACQUISITION  CORPORATION

By:      /s/  James  M.  Cassidy
        President

Dated:  August  1,  2001