UNITED
STATES
 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 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 No. 000-50366
 
 Conscious
Intention, Inc.
 (Exact
name of Registrant as specified in its charter)
 
 
 Nevada
    94-3409449(State
      or other jurisdiction of incorporation or organization)
    (I.R.S.
      Employer Identification Number)210
      Mountain Park Blvd. SW, Ste F204Issaquah,
      WA
    98027(Address
      of principal executive offices)
    (Zip/Postal
      Code)
 
 
 (425)
557-6622
 (Telephone
Number)
 
 
 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 period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
 
 [X]
 YES    [  ]  NO
 
 State the
number of shares outstanding of each of the Issuer's classes of common equity,
as of the latest practicable date. There were 4,020,000 common stock shares, par
value $0.001, as of March 31, 2005.
 
 
  
  
 
 TABLE OF
CONTENTS
 
 
 PART  
      I.
    FINANCIAL
      INFORMATION
    
    4Item 
      1
    Financial
      Statements
    
    4Condensed
      Balance Sheets (Unaudited) - March 31, 2005 and December 31,
      2004
    
    4Condensed
      Statements of Operations for the Three Months Ended March 31, 2005 and
      2004 and for the Period from October 12, 2001(Date
      of Inception) through March 31, 2004 (Unaudited)
    
    5Condensed
      Statements of Cash Flows for the Three Months Ended March 31, 2005 and
      2004 and for the Period from October 12, 2001 (Date of Inception) through
      March 31, 2005 (Unaudited)
    
    6Notes
      to Condensed Financial Statements (Unaudited)
    
    7Item 
      2
    Plan
      of Operation
    
    8Item 
      3
    Controls
      and Procedures
    
    10PART  
      II
    OTHER
      INFORMATION
    
    11Item 
      1
    Legal
      Proceedings
    
    11Item 
      2
    Changes
      in Securities and Small Business Issuer Purchases of Equity
      Security
    
    11Item 
      3
    Defaults
      Upon Senior Securities
    
    11Item 
      4
    Submission
      of Matters to a Vote of Security Holders
    
    11Item 
      5
    Other
      Information
    
    11Item 
      6
    Exhibits
      and Reports on Form 8-K
    
    11Signature
    
    
    12
 
  2
  FORWARD-LOOKING
STATEMENTS
 
 In
addition to historical information, this Report contains forward-looking
statements. Such forward-looking statements are generally accompanied by words
such as "intends," "projects," "strategies," "believes," "anticipates," "plans,"
and similar terms that convey the uncertainty of future events or outcomes. The
forward-looking statements contained herein are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
reflected in the forward-looking statements. Factors that might cause such a
difference include, but are not limited to, those discussed in ITEM 2 of this
Report, the section entitled "MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION." Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management's analysis only as of the
date hereof and are in all cases subject to the Company's ability to cure its
current liquidity problems. There is no assurance that the Company will be able
to generate sufficient revenues from its current business activities to meet
day-to-day operation liabilities or to pursue the business objectives discussed
herein.
 
 The
forward-looking statements contained in this Report also may be impacted by
future economic conditions. Any adverse effect on general economic conditions
and consumer confidence may adversely affect the business of the
Company.
 
 Conscious
Intention, Inc. undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that arise after
the date hereof. Readers should carefully review the risk factors described in
other documents the Company files from time to time with the Securities and
Exchange Commission, including without limitation those identified in the "Risk
Factors" section of the Company's Registration Statement filed with the
Securities and Exchange Commission (the "SEC") on May 14, 2003 on Form
SB-2/A.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   3
   Part I -
Financial Information
 
 Item 1.
Financial Statements
 
 **CONSCIOUS
INTENTION, INC.**
 **(A
Development Stage Enterprise)**
 **CONDENSED
BALANCE SHEETS (UNAUDITED)**
 
 **March
      31,**
      **2005**
    
    **December
      31, 2004****ASSETS****Current
      Assets**Cash
    
    $
    -
    
    $
    -**Total
      Current Assets**
    
    
    
    
    
    -**Total
      Assets**
    
    $
    -
    
    $
    -**LIABILITIES
      AND STOCKHOLDERS’ DEFICIT****Current
      Liabilities**Funds
      drawn in excess of cash in bank
    
    $
    -
    
    $
    2Accounts
      payable
    
    
    39,912
    
    
    39,330Payable
      to related party
    
    
    7,810
    
    
    7,810**Total
      Current Liabilities**
    
    
    47,722
    
    
    47,142**Stockholders’
      Deficit**Common
      stock - $0.001 par value; 10,000,000 sharesauthorized;
      4,020,000 and 4,020,000 shares issued and
      outstanding
    
    
    4,020
    
    
    4,020Additional
      paid-in capital
    
    
    9,980
    
    
    9,980Deficit
      accumulated during the development stage
    
    
    (61,722
    )
    
    (61,142
    )**Total
      Stockholders’ Deficit**
    
    
    (47,722
    )
    
    (47,142
    )**Total
      Liabilities and Stockholders’ Deficit**
    
    $
    -
    
    $
    -
 
 
   The
accompanying notes are an integral part of these financial
statements
 4
   **CONSCIOUS
INTENTION, INC.**
 **(A
Development Stage Enterprise)**
 **CONDENSED** **STATEMENTS
OF OPERATIONS** **(UNAUDITED)**
  **For
      the Three Months Ended**
      **March
      31,**
    
    **For
      the Cumulative Period from October 12, 2001 (Date of Inception) through**
      **March
      31,******
    
    **2005**
    
    **2004**
    
    **2005****Revenue**
    
    $
    -
    
    $
    -
    
    $
    -**General
      and administrative expenses**
    
    
    (580
    )
    
    (2,387
    )
    
    (61,752
    )**Interest
      Income**
    
    
    -
    
    
    -
    
    
    30**Net
      Loss**
    
    $
    (580
    )
    $
    (2,387
    )
    $
    (61,722
    )**Loss
      Per Share**
    
    $
    (0.00
    )
    $
    (0.00
    )**Weighted
      Average Number of Shares****Outstanding**
    
    
    4,020,000
    
    
    4,020,000
 
   The
accompanying notes are an integral part of these financial
statements
 5
   **CONSCIOUS
INTENTION, INC.**
 **(A
Development Stage Enterprise)**
 **CONDENSED
STATEMENTS OF CASH FLOWS (UNAUDITED)**
  
 **For
      the Three Months Ended**
      **March
      31,**
    
    **For
      the Cumulative Period From October 12, 2001 (Date of Inception) through**
      **March
      31,****2005**
    
    **2004**
    
    **2005****Cash
      Flows from Operating Activities**Net
      loss
    
    $
    (580
    )
    $
    (2,387
    )
    $
    (61,722
    )Adjustments
      to reconcile net loss to net cash provided
      by operating activities:Change
      in assets and liabilities:Deferred
      offering costs
    
    
    -
    
    
    -
    
    
    23,844Funds
      drawn in excess of cash in bank
    
    
    (2
    )
    
    -
    
    
    -Accounts
      payable
    
    
    582
    
    
    2,355
    
    
    16,068**Net
      Cash Used in Operating Activities**
    
    
    -
    
    
    (32
    )
    
    (21,810
    )**Cash
      Flows From Investing Activities**
    
    
    -
    
    
    -
    
    
    -**Cash
      Flows From Financing Activities**Increase
      in receivable from related party
    
    
    -
    
    
    -
    
    
    (1,690
    )Proceeds
      from receivable from related party
    
    
    -
    
    
    -
    
    
    1,690Proceeds
      from payable to related party
    
    
    -
    
    
    -
    
    
    12,510Payments
      on payable to related party
    
    
    -
    
    
    -
    
    
    (4,700
    )Proceeds
      from issuance of common stock
    
    
    -
    
    
    -
    
    
    14,000**Net
      Cash Provided by Financing Activities**
    
    
    -
    
    
    -
    
    
    21,810**Net
      Increase (Decrease) in Cash**
    
    
    -
    
    
    (32
    )
    
    -**Cash
      at Beginning of period**
    
    
    -
    
    
    88
    
    
    -**Cash
      at End of Period**
    
    $
    -
    
    $
    56
    
    $
    -
 
 
   The
accompanying notes are an integral part of these financial
statements
 6
 
 **NOTE
1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
 
 ***Interim
Financial Statements*** — The
accompanying unaudited financial statements have been condensed and, therefore,
do not include all disclosures normally required by accounting principles
generally accepted in the United States of America. These statements should be
read in conjunction with the Company’s annual financial statements included in
the Company’s December 31, 2004 Annual Report on Form 10-KSB. In the opinion of
management, all adjustments necessary to present fairly the financial position,
results of operations and cash flows for the periods presented have been
included in the accompanying condensed financial statements and consist of only
normal recurring adjustments. The results of operations for the three months
ended March 31, 2005 are not necessarily indicative of the results that may be
expected for the full year ending December 31, 2005.
 
 ***Use
of Estimates —*** The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect reported amounts in the financial
statements and the accompanying notes. Actual results could differ from those
estimates.
 
 ***Business
Condition*** — The
Company has not yet been able to execute its business plan. As a result, the
Company has negative working capital, negative equity, and recurring operating
losses and negative cash flows from operations since inception. This situation
raises substantial doubt about its ability to continue as a going concern. The
Company plans to fund its operations by any of the following: issue debt
securities, issue equity securities, or loans from related parties. Success in
these efforts is not assured. The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the Company be unable to continue as a going concern.
 
 **NOTE
2 - RELATED PARTY TRANSACTIONS**
 
 During
2004 and 2003, the Company received a $7,000 and $810, respectively, advance
from an officer of the Company. The advances are non-interest bearing and
repayment terms have not been determined.
 
 
   7
   
 **Item
2. Plan of Operation**
 
 The
following discussion and analysis of our financial condition and results of our
operations should be read in conjunction with our financial statements and
related notes appearing elsewhere in this report. This discussion and analysis
contains forward-looking statements that involve risks, uncertainties and
assumptions. The actual results may differ materially from those anticipated in
these forward-looking statements.
 
 
 **Overview**
 
 
 Conscious
Intention is a development stage company. From inception through March 1, 2005,
the Company was engaged in the business of developing executive coaching support
materials to be sold on line. We believed that this plan would provide a needed
resource for coaches and we had great hopes for realizing this vision, hopes
which required financing. Although we made efforts toward obtaining financing,
we were never able to obtain sufficient financing to develop our product line.
Because our chief executive officer has concluded that further efforts to seek
financing for the executive coaching business would not be fruitful, she decided
to abandon this business line. The Company has ceased to explore this business
line as of March 31, 2005 and currently has no business and no assets, other
than the plan to seek a business combination that might benefit shareholders.
 
 **Conscious
Intention's principal products and services**
 
 Conscious
Intention is not currently providing any products or services. The Company has
no present intention to provide any product or service.
 
 **Distribution
and marketing methods**
 
 The
Company does not distribute or market any products or services.
 
 **Status
of products and services**
 
 The
Company has never completed any products or services and has no present
intention to do so.
 
 **Business
Combination**
 
 We are
actively evaluating opportunities for growth through a business combination.
There can be no assurance that, even if we desired such a business combination,
it would be available under suitable terms and conditions.
 
 **Revenues**
 
 Conscious
Intention has derived no revenue to date. The Company has no plans to develop
revenues other than through a business combination.
 
 **Sales
and marketing.**
 
 We do not
expect to spend any money on sales or marketing in the forseeable future. We did
not spend any money on sales and marketing during the three months ended March
31, 2005.
 
 **General
and administrative.**
 
 General
and administrative expenses were $580 during the three months ending March 31,
2005 and $2,387 during the three months ending March 31, 2004.
 
 
  8
  **Financial
Condition**
  For the
three-month period ended March 31, 2005, Conscious Intention had a net loss of
$580 while for the period ended March 31, 2004, the Company had a net loss of
$2,387. Also, for the period ended March 31, 2005, the Company had a working
capital deficit of $47,722 while for the period ended Decmeber 31, 2004, the
Company had a working capital deficit of $47,142.
 
 Conscious
Intention's current financial condition makes it impossible to commence
operations of any kind until a suitable business combination is
discovered.
 
 
 **Liquidity
and capital resources**
  Net cash
used in operating activities for the three-month period ended March 31, 2005 and
2004 was $0 and ($32) respectively. As of March 31, 2005, we had no cash. Net
cash used in operating activities was zero due to the cessation of our business
efforts.
 
 
 Net cash
provided by financing activities was $0 for the three-month period ended March
31, 2005. Net cash provided by financing activities was $0 for the period ended
March 31, 2004.
 
 As of
March 31, 2005 our principal commitments consisted of our obligations
outstanding under accounts payable and our notes payable to related parties. We
have no material commitments for capital expenditures. We expect no significant
capital expenditures or lease commitments during the next fiscal
quarter.
 
 We
believe that our current cash balances, including cash and cash equivalents, are
insufficient to meet our working capital and capital expenditure requirements.
We have exhausted all of our working capital. We will need to receive an
infusion of capital from our chief executive officer or receive funding from
another source in order to continue to seek a business combination.
 
 We need
to secure additional cash as soon as possible. We have no current plan to find
such cash other than through a business combination or loans from our chief
executive officer or shareholders, which cannot be assured.
 
 Conscious
Intention's short-term prospects are challenging considering our lack of
financial resources. Management has substantial doubt about its ability to
maintain even the presently minimal level of operations should the liquidity
situation not improve. Without raising any additional cash or achieving a
business combination, Conscious Intention's short-term and long-term prospects
for growth and survival are minimal.
 
 
  9
  **Cash
requirements**
  Presently,
without additional cash, we will not be able to continue operations. We have
exhausted all of our working capital. Our continued operation is therefore
dependent upon our ability to secure additional cash. We need to raise
additional funds as soon as practicable, through the sale of debt securities in
the company. We presently have no arrangements or understandings with any
investors or potential investors with respect to an investment in Conscious
Intention. We have not decided at what price or under what terms we will raise
such additional funds. We are actively seeking a business combination as a
source of funds, though no assurance can be given that we will be successful in
finding such a combination.
 
 **Research
and development**
 
 We have
no present intention to spend any money on research and development over the
next 12 months.
 
 
 **Plant
and equipment**
  We
currently have an office in Issaquah, Washington. We believe our currently
available space should be sufficient for our needs for the next twelve
months.
 
 
 **Employees**
  We have
no current plans to hire any additional employees. We believe our revenue and
growth will be derived through a business combination, if such a combination
occurs.
 
 
 
 **ITEM
3. Controls and Procedures**
 
 
 (a) The
Company maintains controls and procedures designed to ensure that information
required to be disclosed in the reports that the Company files or submits under
the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission. Based upon their evaluation of those
controls and procedures performed within 90 days of the filing date of this
report, the chief executive officer and the principal financial officer of the
Company concluded that the Company's disclosure controls and procedures were
adequate.
 
 
 (b)
Changes in internal controls. The Company made no significant changes in its
internal controls or in other factors that could significantly affect these
controls subsequent to the date of the evaluation of those controls by the chief
executive officer and principal financial officer.
  10
  Part
II
  OTHER
INFORMATION
 
 **Item
1. Legal Proceedings**
 
 Not
Applicable
 
 Item 2.
Changes in Securities and Small Business Issuer Purchases of EquitySecurities
 
 **Recent
Sales of Unregistered Securities**
 
 In
September 2003 we issued registered common stock with a deemed value of $.50 per
share to four investors, James Price, Tim Rieu, Aero Financial, Inc., and Nixel
Holdings LLC. We received $10,000 in gross proceeds. 10,000 shares were issued,
and 10,000 shares have been paid for but not yet issued. The proceeds received
were used to pay outstanding offering costs. The shares were issued to
accredited investors pursuant to exemptions from registration as set out in Rule
506 of Regulation D under the Securities Act.
 
 **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)
    LIST
      OF EXHIBITSList
      of Exhibits3.1
    Articles
      of Incorporation of registrant as filed previously with the Commission on
      Form SB-2, dated April 12, 2002.3.2
    Bylaws
      of registrant as filed previously with the Commission on Form SB-2, dated
      April 12, 2002.31.1
    Certification
      of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act
      of 200232.1
    Certification
      of the Company's Chief Executive 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
 
 
 The
following reports on Form 8-K were filed by the Company during the fiscal
quarter ended March 31, 2005:
 
 
 None
  11
  SIGNATURE
 
 In
accordance with the requirements of the Exchange Act, the registrant
caused
 this
report to be signed on its behalf by the undersigned, thereunto
duly
 authorized.
 
 Conscious
Intention, Inc.
 
 
 /s/
Sylva
Leduc
 Sylva
Leduc
 Chief
Executive Officer
 (Duly
Authorized Officer and Principal Financial and Accounting Officer)
 
 
 In
accordance with the Exchange Act, this report has been signed below by
the
 following
persons on behalf of the registrant and in the capacities and on
the
 dates
indicated.
 
 
 /s/
Sylva
Leduc
 Sylva
Leduc
 Chief
Executive Officer
 (Duly
Authorized Officer and Principal Financial and Accounting Officer)
 
 
 
 Dated:
May 19, 2005
    12