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 JUNE 30, 2002.

                                        OR

/ /  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934 FOR THE TRANSITION FROM _______ TO ________.

                        COMMISSION FILE NUMBER 000-28865


                           DAZZLING INVESTMENTS, INC.
                         -------------------------------
        (Exact Name of Small Business Issuer as Specified in its Charter)


              NEVADA                             88-0373061
   -------------------------------          ----------------------
   (State or other jurisdiction of           (I.R.S. Employer
    incorporation or organization)          Identification No.)


  6767 W. TROPICANA AVENUE, SUITE 207
         LAS VEGAS, NEVADA                      89103
----------------------------------------      ---------
(Address of principal executive offices)       (Zip code)

Issuer's telephone number: (702) 248-1027


                                       N/A
                          ----------------------------
                 (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 // No /X/

State the number of shares outstanding of each of the issuer's classes of common
equity, for the period covered by this report and as at the latest practicable
date:


                                      -1-
<PAGE>


         At June 30, 2002, and as of the date hereof, there were outstanding
         2,100,000 shares of the Registrant's Common Stock, $.001 par value.

Transitional Small Business Disclosure Format: Yes / /   No /X/











                                      -2-

<PAGE>


                                     PART I

                              FINANCIAL INFORMATION


Item 1.   Financial Statements




                           DAZZLING INVESTMENTS, INC.
                          (A Development Stage Company)

                                FINANCIAL REPORTS

                                 JUNE 30, 2002
                                DECEMBER 31, 2001





<PAGE>


                           DAZZLING INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                    CONTENTS








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

FINANCIAL STATEMENTS

   Balance Sheets                                                         F-1

   Statements of Income                                             F-2 - F-3

   Statements of Stockholders' Equity                                     F-4

   Statements of Cash Flows                                         F-5 - F-6

   Notes to Financial Statements                                    F-7 - F-9
------------------------------------------------------------------------------






<PAGE>
<TABLE>
<CAPTION>

                           DAZZLING INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS


                                                                                                      June 30,     December 31,
                                                                                                          2002             2001
                                                                                                 -------------     ------------


                                     ASSETS

<S>                                                                                              <C>               <C>
          CURRENT ASSETS                                                                         $           0     $          0
                                                                                                 -------------     ------------

                      Total current assets                                                       $           0     $          0
                                                                                                 -------------     ------------

                             Total assets                                                        $           0     $          0
                                                                                                 =============     ============



                      LIABILITIES AND STOCKHOLDERS' EQUITY

          CURRENT LIABILITIES
               Accounts payable                                                                  $       3,375     $         85
               Officers advances (Note 7)                                                               32,078           32,078
                                                                                                 -------------     ------------

                      Total current liabilities                                                  $      35,453     $     32,163
                                                                                                 -------------     ------------



          STOCKHOLDERS' EQUITY
               Common stock: $.001 par value;
                  authorized 25,000,000 shares;
                  issued and outstanding:
                  2,100,000 shares at December 31, 2001:                                         $                 $      2,100
                  2,100,000 shares at March 31, 2002;                                                    2,100
               Additional Paid In Capital                                                                    0                0
               Accumulated deficit during development stage                                            (37,553)         (34,263)
                                                                                                 -------------     ------------

                      Total stockholders' equity                                                 $     (35,453)    $    (32,163)
                                                                                                 -------------     ------------


                             Total liabilities and
                             stockholders' equity                                                $           0     $          0
                                                                                                 =============     ============

</TABLE>

                 See Accompanying Notes to Financial Statements.

                                      F-1
<PAGE>
<TABLE>
<CAPTION>


                           DAZZLING INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              STATEMENTS OF INCOME





                                                     Three months ended                Six months ended
                                                  June 30,         June 30,         June 30,          June 30,
                                                      2002             2001             2002              2001
                                            --------------    -------------     ------------     -------------

<S>                                         <C>               <C>               <C>              <C>
       Revenues                             $            0    $           0     $          0     $           0

       Cost of revenue                                   0                0                0                 0
                                            --------------    -------------     ------------     -------------

                  Gross profit              $            0    $           0     $          0     $           0
       General, selling and
          administrative expenses                    3,290            1,061            3,290             3,375
                                            --------------    -------------     ------------     -------------
                  Operating (loss)          $       (3,290)   $      (1,061)    $     (3,290)    $      (3,375)

       Nonoperating income (expense)                     0                0                0                 0
                                            --------------    -------------     ------------     -------------

          Net (loss)                        $       (3,290)   $      (1,061)    $     (3,290)    $      (3,375)
                                            ===============   ==============    =============    ==============


          Net (loss) per share, basic
          and diluted (Note 2)              $       (0.00)    $      (0.00)     $     (0.00)      $     (0.00)
                                            ==============    =============     ============     =============


          Average number of shares
          of common stock outstanding            2,100,000        2,100,000        2,100,000         2,100,000
                                            ==============    =============     ============     =============

</TABLE>

                 See Accompanying Notes to Financial Statements.

                                      F-2

<PAGE>
<TABLE>
<CAPTION>


                           DAZZLING INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              STATEMENTS OF INCOME




                                                                                   Dec. 6, 1996
                                                                   Years Ended   (inception) to
                                                December 31,      December 31,         June 30,
                                                        2001              2000             2002
                                                ------------     -------------     ------------

<S>                                             <C>              <C>               <C>
       Revenues                                 $          0     $           0     $          0

       Cost of revenue                                     0                 0                0
                                                ------------     -------------     ------------

                  Gross profit                  $          0     $           0     $          0
       General, selling and
          administrative expenses                      4,624            25,464           37,553
                                                ------------     -------------     ------------
                  Operating (loss)              $     (4,624)    $     (25,464)    $    (37,553)

       Nonoperating income (expense)                       0                 0                0
                                                ------------     -------------     ------------

          Net (loss)                            $     (4,624)    $     (25,464)    $    (37,553)
                                                =============    ==============    ============


          Net (loss) per share, basic
          and diluted (Note 2)                  $     (0.00)      $     (0.01)     $      (0.02)
                                                ============     =============     ============


          Average number of shares
          of common stock outstanding              2,100,000         2,100,000        2,100,000
                                                ============     =============     ============

</TABLE>

                 See Accompanying Notes to Financial Statements.

                                      F-3


<PAGE>
<TABLE>
<CAPTION>


                           DAZZLING INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF STOCKHOLDERS' EQUITY




                                                                                                                   Accumulated
                                                                                                                     (Deficit)
                                                                       Common Stock                Additional         During
                                                              -------------------------------        Paid-In        Development
                                                                   Shares          Amount            Capital           Stage
                                                              -------------     -------------    -------------     -------------




<S>                         <C> <C>                               <C>           <C>              <C>               <C>
          Balance, December 31, 1998                              2,100,000     $      2,100     $           0     $     (2,100)

          September 3, 1999, changed from no
              par value to $.001                                                      (2,079)            2,079

          September 3, 1999, forward stock
              100:1                                                                    2,079            (2,079)

          Net (loss), December 31, 1999                                                                                  (2,075)
                                                              -------------     ------------     -------------     -------------

          Balance, December 31, 1999                              2,100,000     $      2,100     $           0     $     (4,175)

          Net (loss), December 31, 2000                                                                                 (25,464)
                                                              -------------     ------------     -------------     -------------

          Balance, December 31, 2000                              2,100,000     $      2,100     $           0     $    (29,639)

          Net (loss), December 31, 2001                                                                                  (4,624)
                                                              -------------     ------------     -------------     -------------

          Balance, December 31, 2001                              2,100,000     $      2,100     $           0     $    (34,263)

          Net (loss) January 1, 2002 to
          June 30, 2002                                                                                                  (3,290)
                                                              -------------     ------------     -------------     -------------

          Balance, June 30, 2002                                  2,100,000     $      2,100     $           0     $    (37,553)
                                                              =============     ============     =============     =============

</TABLE>


                 See Accompanying Notes to Financial Statements.


                                      F-4

<PAGE>
<TABLE>
<CAPTION>


                           DAZZLING INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS



                                                      Three months ended                  Six Months Ended
                                                  June 30,         June 30,         June 30,          June 30,
                                                      2002             2001             2002              2001
                                            --------------    -------------     ------------     -------------


<S>                                          <C>               <C>              <C>              <C>
         Cash Flows From
         Operating Activities
             Net (loss)                     $       (3,290)   $      (1,061)    $     (3,290)    $      (3,375)
             Adjustments to reconcile net
             (loss) to cash (used in)
             operating activities:
             Changes in assets
             and liabilities
             Increase in accounts payable            3,290              (14)           3,290             2,225
             Increase in officer advances                0            1,075                0             1,150
                                            --------------    -------------     ------------     -------------

                  Net cash (used in)
                     operating activities   $            0    $           0     $          0     $           0
                                            --------------    -------------     ------------     -------------

         Cash Flows From
         Investing Activities               $            0    $           0     $          0     $           0
                                            --------------    -------------     ------------     -------------


         Cash Flows From
         Financing Activities
             Issuance of common stock                    0                0                0                 0
                                            --------------    -------------     ------------     -------------

                  Net cash (used in)
                     financing activities   $                 $           0     $          0     $           0
                                            --------------    -------------     ------------     -------------


                  Net increase (decrease)
                     in cash                $            0    $           0     $          0     $           0

         Cash, beginning of period                       0                0                0                 0
                                            --------------    -------------     ------------     -------------

         Cash, end of period                $            0    $           0     $          0     $           0
                                            ==============    =============     ============     =============

</TABLE>



                 See Accompanying Notes to Financial Statements.

                                      F-5

<PAGE>
<TABLE>
<CAPTION>


                           DAZZLING INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS


                                                                                Dec. 6, 1996
                                                      Years Ended             (inception) to
                                             December 31,      December 31,         June 30,
                                                     2001              2000             2002
                                             ------------     -------------     ------------


<S>                                          <C>              <C>               <C>
         Cash Flows From
         Operating Activities
             Net (loss)                      $     (4,624)    $     (25,464)    $    (37,553)
             Adjustments to reconcile net
             (loss) to cash (used in)
             operating activities:
             Changes in assets
             and liabilities
             Increase in accounts payable              85                 0            3,375
             Increase in officer advances           4,539            25,464           32,078
                                             ------------     -------------     ------------

                  Net cash (used in)
                     operating activities    $          0     $           0     $     (2,100)
                                             ------------     -------------     ------------

         Cash Flows From
         Investing Activities                $          0     $           0     $          0
                                             ------------     -------------     ------------


         Cash Flows From
         Financing Activities
             Issuance of common stock                   0                 0            2,100
                                             ------------     -------------     ------------

                  Net cash (used in)
                     financing activities    $          0     $           0     $      2,100
                                             ------------     -------------     ------------


                  Net increase (decrease)
                     in cash                 $          0     $           0     $          0

         Cash, beginning of period                      0                 0     $          0
                                             ------------     -------------     ------------

         Cash, end of period                 $          0     $           0     $          0
                                             ============     =============     ============

</TABLE>



                 See Accompanying Notes to Financial Statements.

                                      F-6

<PAGE>

                           DAZZLING INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      JUNE 30, 2002, AND DECEMBER 31, 2001


NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS:

Dazzling Investments, Inc. ("Company") was organized December 6, 1996 under the
laws of the State of Nevada. The Company currently has no operations and, in
accordance with Statement of Financial Accounting Standard (SFAS) No. 7,
"Accounting and Reporting by Development Stage Enterprises," is considered a
development stage company.

A SUMMARY OF THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES IS AS FOLLOws:

ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles 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.

CASH

For the Statements of Cash Flows, all highly liquid investments with maturity of
three months or less are considered to be cash equivalents. There were no cash
equivalents as of June 30, 2002 and 2001, and December 31, 2001 and 2000.

INCOME TAXES

Income taxes are provided for using the liability method of accounting in
accordance with SFAS No. 109 "Accounting for Income Taxes." A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting. Temporary differences are the differences between the reported
amounts of assets and liabilities and their tax basis. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be
realized. Deferred tax assets and liabilities are adjusted for the effect of
changes in tax laws and rates on the date of enactment.

REPORTING ON COSTS FOR START-UP ACTIVITIES

Statement of Position 98-5 ("SOP 98-5), "Reporting on the Costs of Start-Up
Activities" which provides guidance on the financial reporting of start-up and
organization costs, requires most costs of start-up activities and organization
costs to be expensed as incurred. With the adoption of SPO 98-5, there has been
little to no effect on the Company's financial statements.

                                      F-7

<PAGE>

                           DAZZLING INVESTMENTS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                      JUNE 30, 2002, AND DECEMBER 31, 2001



NOTE 2.  STOCKHOLDERS' EQUITY

COMMON STOCK

The authorized common stock of the Company consists of 25,000,000 shares with
par value of $0.001. On December 10, 1996, the Company issued 21,000 shares of
its no par value common stock in consideration of $2,100 in cash.

On September 3, 1999, the State of Nevada approved the Company's restated
Articles of Incorporation, which increased its capitalization from 25,000 common
shares to 25,000,000 common shares. The no par value was changed to $0.001 per
share.

On September 3, 1999, the Company's shareholders approved a forward split of its
common stock at one hundred shares for one share of the existing shares. The
number of common stock shares outstanding increased from 21,000 to 2,100,000.
Prior period information has been restated to reflect the stock split

The Company has not authorized any preferred stock.


NET LOSS PER COMMON SHARE

Net loss per share is calculated in accordance with SFAS No. 128, "Earnings Per
Share." The weighted-average number of common shares outstanding during each
period is used to compute basic loss per share. Diluted loss per share is
computed using the weighted averaged number of shares and dilutive potential
common shares outstanding. Dilutive potential common shares are additional
common shares assumed to be exercised.

Basic net loss per common share is based on the weighted average number of
shares of common stock outstanding of 2,100,000 during 2002, 2001, 2000, and
since inception. As of June 30, 2002 and 2001, December 31, 2001, 2000, and
since inception, the Company had no dilutive potential common shares.

NOTE 3.  INCOME TAXES

There is no provision for income taxes for the period ended June 30, 2002, due
to the net loss and no state income tax in Nevada, the state of the Company's
domicile and operations. The Company's total deferred tax asset as of June 30,
2002 is as follows:

            Net operating loss carry forward            $           37,553
            Valuation allowance                         $          (37,553)
                                                        ------------------
            Net deferred tax asset                      $                0

The net federal operating loss carry forward will expire between 2016 and 2021.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.


                                      F-8

<PAGE>



                           DAZZLING INVESTMENTS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                      JUNE 30, 2002, AND DECEMBER 31, 2001

NOTE 4.  GOING CONCERN

The Company's financial statements are prepared in accordance with generally
accepted accounting principles applicable to a going concern. This contemplates
the realization of assets and the liquidation of liabilities in the normal
course of business. Currently, the Company does not have significant cash of
other material assets, nor does it have operations or a source of revenue
sufficient to cover its operation costs and allow it to continue as a going
concern. It is the intent of the Company to seek a merger with an existing,
operating company. Until that time, the stockholders, officers, and directors
have committed to advancing the operating costs of the company.

NOTE 5.  RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property. An officer of
the corporation provides office services without charge. Such costs are
immaterial to the financial statements and accordingly, have not been reflected
therein. The officers and directors for the Company are involved in other
business activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interest. The Company has not formulated a policy for the resolution of
such conflicts.

NOTE 6.  WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of
common stock of the Company.

NOTE 7.  OFFICERS ADVANCES

The Company has incurred costs while seeking additional capital through a merger
with an existing company. An officer of the Company has advanced funds on behalf
of the Company to pay for these costs. These funds have been advanced interest
free.


                                      F-9

<PAGE>

Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations

          The discussion contained herein contains "forward-looking statements"
that involve risk and uncertainties. These statements may be identified by the
use of terminology such as "believes," "expects," "may," "should" or
anticipates" or expressing this terminology negatively or similar expressions or
by discussions of strategy. The cautionary statements made in this Form 10QSB
should be read as being applicable to all related forward-looking statements
wherever they appear in this Form 10QSB. Our actual results could differ
materially from those discussed in this report.

Generally.

          Dazzling Investments, Inc. (sometimes the "Company") currently has no
assets or operations. Since January 1, 1997, we have been in the developmental
stage and have had no operations. At the time of formation, we had intended to
sell on the Internet jewelry consisting of cubic zirconium stones mounted in
various settings. As at December 31, 1996, all funds raised by the sale of
shares of $.001 par value common stock in order to fulfill our initial objective
had been expended and we, thereafter, become dormant.

          As of the date hereof, the we can be defined as a "shell" company,
whose sole purpose is to locate and consummate a merger or acquisition with
another public entity or a private entity.

Plan of Operation.

          The Company intends to seek to acquire assets or shares of an entity
actively engaged in business that generates revenues in exchange for its
securities. We have no particular acquisitions in mind and we have not entered
into any negotiations regarding such an acquisition.

          We are not a blank-check nor blind pool company.

                                      -3-

<PAGE>

          The Securities and Exchange Commission has adopted a rule (Rule 419)
which defines a blank-check company as (i) a development stage company, that is
(ii) offering penny stock, as defined by Rule 3a51-1, and (iii) that has no
specific business plan or purpose or has indicated that its business plan is
engage in a merger or acquisition with an unidentified company or companies. We
have been informed that the Securities and Exchange Commission position is that
the securities issued by all blank check companies that are issued in
unregistered offerings must be registered with the Commission before resale. At
the time that our shareholders acquired our stock in 1996, we had a specific
business plan and purpose. In addition, Rule 419 is applicable only if a
registration statement is filed covering an offering of a penny stock by a blank
check company. We have not filed a registration statement.

          In addition, since we had a specific business plan and purpose at the
time that our shareholders acquired our stock, we are not deemed to be a
so-called "blind pool" company, a company that has a detailed plan of business
that involves the acquisition of unidentified properties in a specific industry.

          We have been informed that the Securities and Exchange Commission is
considering whether to propose amendments to the Form S-8 and the Form 8-K for
shell companies like us. The proposed amendments could expand the definition of
a shell company to be broader than a company with no or nominal
operations/assets or assets consisting of cash and cash equivalents, the
amendments may prohibit the use of a From S-8 (a form used by a corporation to
register securities issued to an employee, director, officer, consultant or
advisor, under certain circumstances), and may revise the Form 8-K to require a
shell company to include current Form 10 or Form 10-SB information, including
audited financial statements, in the filing on Form 8-K that the shell company
files to report the acquisition of the business opportunity.

Financial Condition.

          Our auditor's going concern opinion for prior years ended and the
notation in the financial statements indicate that we do not have significant
cash or other material assets and that we are relying on advances from
stockholders, officers and directors to meet limited operating expenses. We do
not have sufficient cash or other material assets or do we have sufficient
operations or an established source of revenue to cover our operational costs
that would allow us to continue as a going concern. We are insolvent in that we
are unable to pay our debts in the ordinary course of business as they become
due.

                                      -4-

<PAGE>

          Since the Company has had no operating history nor any revenues or
earnings from operations, with no significant assets or financial resources, we
will in all likelihood sustain operating expenses without corresponding
revenues, at least until the consummation of a business combination. This may
result in the Company incurring a net operating loss which will increase
continuously until the Company can consummate a business combination with a
profitable business opportunity and consummate such a business combination.

Liquidity and Operational Results.

          The Company has no current operating history and does not have any
revenues or earnings from operations. The Company has no assets or financial
resources. We will, in all likelihood, sustain operating expenses without
corresponding revenues, at least until the consummation of a business
combination. This may result in the Company incurring a net operating loss that
will increase continuously until the Company can consummate a business
combination with a profitable business opportunity. There is no assurance that
the Company can identify such a business opportunity and consummate such a
business combination.

          We are dependent upon our officers to meet any de minimis costs that
may occur. Gloria Eck, an officer and director of the Company, has agreed to
provide the necessary funds, without interest, for the Company to comply with
the Securities Exchange Act of 1934, as amended; provided that she is an officer
and director of the Company when the obligation is incurred. All advances are
interest-free.

Liquidity.

          As of June 30, 2002, we had total liabilities of $35,453 and we had a
negative net worth of $35,453. As of December 31, 2001, we had total liabilities
of $32,163 and a negative net worth of $32,163. Our accounts payable increased
from $85 to $3,375.

          We have had no revenues from inception through December 31, 2001 and
we had no revenues for the period ended June 30, 2002. We have a loss from
inception through December 31, 2002 of $34,263 and a loss from inception through
June 30, 2002 of $37,553.

          We have officer's advances of $32,078 from inception to June 30, 2002.
The officer's advances as of December 31, 2001 were $32,078.


                                      -5-

<PAGE>


Item 3.   Qualitative and Quantitative Disclosures About Market Risk.

          The Company has not considered nor conducted any research concerning
qualitative and quantitative market risk.

Item 4.  Evaluation of Disclosure on Controls and Procedures.

          Based on an evaluation of our disclosure controls and procedures as of
the end of the period covered by this Form 10QSB (and the financial statements
contained in the report), our president and treasurer have determined that the
our current disclosure controls and procedures are effective.

          There have not been any changes in our internal control over financial
reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) or
any other factors during the quarter covered by this report, that have
materially affected, or are reasonably likely to materially affect our internal
control over financial reporting.


                                     PART II

                                OTHER INFORMATION

Item 1 - Legal Proceedings .....................................None

Item 2 - Changes in the Rights of the Company's
         Security Holders ......................................None

Item 3 - Defaults by the Company on its
         Senior Securities .....................................None

Item 4 - Submission of Matter to Vote of Security
         Holders ...............................................None

Item 5 - Other Information

Board Meeting.

          Our board held one meeting during the period covered by this current
report.

Audit Committee.

          Our board of directors has not established an audit committee. In
addition, we do not have any other compensation or executive or similar
committees. We will not, in all likelihood, establish an audit committee until
such time as the Company generates a positive cash flow of which there can be no

                                      -6-

<PAGE>

assurance. We recognize that an audit committee, when established, will play a
critical role in our financial reporting system by overseeing and monitoring
management's and the independent auditors' participation in the financial
reporting process. At such time as we establish an audit committee, its
additional disclosures with our auditors and management may promote investor
confidence in the integrity of the financial reporting process.

          Until such time as an audit committee has been established, the full
board of directors will undertake those tasks normally associated with an audit
committee to include, but not by way of limitation, the (i) review and
discussion of the audited financial statements with management, and (ii)
discussions with the independent auditors the matters required to be discussed
by the Statement On Auditing Standards No. 61 and No. 90, as may be modified or
supplemented.

Code of Ethics.

          We have adopted a code of ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer and
persons performing similar functions. The code of ethics will be posted on the
investor relations section of the Company's website in the event that we have a
website. At such time as we have posted the code of ethics on our website, we
intend to satisfy the disclosure requirements under Item 10 of Form 8-K
regarding an amendment to, or waiver from, a provision of the code of ethics by
posting such information on the website.

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

          There were no reports on Form 8-K filed during the quarter for which
this report is filed. The following exhibits are filed with this report:

          31.1 Certification of Chief Executive Officer.

          31.2 Certification of Chief Financial Officer.

          32.1 Section 906 Certification.

          32.2 Section 906 Certification.


                                      -7-

<PAGE>


                                   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.

Dated:  May 20, 2005                DAZZLING INVESTMENTS, INC.


                                    By: /s/ GLORIA ECK
                                    ------------------------------
                                    Gloria Eck
                                    President and Chief Executive
                                    Officer and Director

                                    By: /s/ AMY HADLEY
                                    ------------------------------
                                    Amy Hadley
                                    Treasurer and Chief Financial
                                    Officer and Director




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