UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A
                                  Amendment #1

(Mark One)

/X/  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

               FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005.

                                        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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes /X/ No / /


                                      -1-


<PAGE>


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes / / No /X/

Indicate by check mark whether the  registrant is a shell company (as defined in
12b-2 of the Exchange Act). Yes /X/ No / /

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:

        At September 30, 2005, and as of the date hereof, there were outstanding
        11,655,000 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

                               SEPTEMBER 30, 2005
                                DECEMBER 31, 2004









                                      -3-


<PAGE>


                           DAZZLING INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                    CONTENTS








________________________________________________________________________________

FINANCIAL STATEMENTS

   Balance Sheets                                                            F-1

   Statements of Income                                                      F-2

   Statements of Stockholders' Equity                                        F-3

   Statements of Cash Flows                                                  F-4

   Notes to Financial Statements                                       F-5 - F-8
________________________________________________________________________________





                                      -4-


<PAGE>

<TABLE>
<CAPTION>

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


                                                        September 30,     December 31,
                                                                 2005             2004
                                                        _____________     ____________
<S>                                                          <C>              <C>
                                     ASSETS

CURRENT ASSETS                                               $      0         $      0
                                                             ________         ________
            Total current assets                             $      0         $      0
                                                             ________         ________
                   Total assets                              $      0         $      0
                                                             ========         ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                        $      0         $      0
     Officers advances (Note 6)                                46,702           38,463
                                                             ________         ________
            Total current liabilities                        $ 46,702         $ 38,463
                                                             ________         ________

STOCKHOLDERS' EQUITY
     Common stock: $.001 par value;
        authorized 25,000,000 shares;
        issued and outstanding:
        11,655,000 shares at December 31, 2004:               $               $  2,100
        11,655,000 shares at September 30, 2005;                 2,100
     Additional Paid In Capital                                     0                0
     Accumulated deficit during development stage             (48,802)         (40,563)
                                                             ________         ________
            Total stockholders' equity                       $(46,702)        $(38,463)
                                                             ________         ________
                   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


                                         Nine months ended                  Years Ended                   Dec. 6, 1996
                                  September 30,     September 30,     December 31,     December 31,      (inception) to
                                           2005             2004             2004             2003     September 30, 2005
                                  _____________     ____________     ____________     ____________     __________________
<S>                                  <C>              <C>              <C>              <C>              <C>

Revenues                             $        0       $        0       $        0       $        0       $        0

Cost of revenue                               0                0                0                0                0
                                     __________       __________       __________       __________       __________
           Gross profit              $        0       $        0       $        0       $        0       $        0
General, selling and
   administrative expenses                  725            2,715            2,840               85           48,802
                                     __________       __________       __________       __________       __________
           Operating (loss)            $   (725)      $   (2,715)      $   (2,840)      $      (85)         (48,802)

Nonoperating income (expense)                 0                0                0                0                0
                                     __________       __________       __________       __________       __________
   Net (loss)                        $     (725)      $   (2,715)      $   (2,840)      $      (85)      $  (48,802)
                                     ==========       ==========       ==========       ==========       ==========
   Net (loss) per share, basic
   and diluted (Note 2)              $    (0.00)      $    (0.00)     $     (0.00)      $    (0.00)      $    (0.00)
                                     ==========       ==========       ==========       ==========       ==========
   Average number of shares
   of common stock outstanding       11,655,000       11,655,000       11,655,000       11,655,000       11,655,000
                                     ==========       ==========       ==========       ==========       ==========

</TABLE>

                 See Accompanying Notes to Financial Statements.

                                      F-2

<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>

December 10, 1996, issue
    common stock                           2,100,000       $ 2,100        $     0          $      0
Net (loss), December 31, 1996                                                                (2,100)
                                           _________       _______        _______          ________
Balance, December 31, 1996                 2,100,000       $ 2,100        $     0          $ (2,100)
Net (loss), December 31, 1997                                                                     0
                                           _________       _______        _______          ________
Balance, December 31, 1997                 2,100,000       $ 2,100        $     0          $ (2,100)
Net (loss), December 31, 1998                                                                     0
                                           _________       _______        _______          ________
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), December 31, 2002                                                                (3,375)
                                           _________       _______        _______          ________
Balance, December 31, 2002                 2,100,000       $ 2,100        $     0          $(37,638)

Net (loss), December 31, 2003                                                                   (85)
                                           _________       _______        _______          ________
Balance, December 31, 2003                 2,100,000       $ 2,100        $     0          $(37,723)

Net (loss), December 31, 2004                                                                (2,840)
                                           _________       _______        _______          ________
Balance, December 31, 2004                 2,100,000       $ 2,100        $     0          $(40,563)

August 15, 2005, stock dividend
declared; 4.55 for each 1 held             9,555,000

Net (loss) January 1, 2005 to
September 30, 2005                                                                           (8,239)
                                           _________       _______        _______          ________
Balance, September 30, 2005               11,655,000       $ 2,100        $     0          $(48,802)
                                          ==========       =======        =======          ========

</TABLE>


                 See Accompanying Notes to Financial Statements.


                                      F-3

<PAGE>

<TABLE>
<CAPTION>


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


                                        Nine months ended                   Years Ended                  Dec. 6, 1996
                                  September 30,    September 30,     December 31,     December 31,      (inception) to
                                           2005             2004             2004             2003    September 30, 2005
                                  _____________    _____________     ____________     ____________    __________________
<S>                                  <C>              <C>              <C>              <C>              <C>

Cash Flows From
Operating Activities
    Net (loss)                       $   (8,239)      $   (2,715)      $(2,840)          $ (85)          $(48,802)
    Adjustments to reconcile net
    (loss) to cash (used in)
    operating activities:
    Changes in assets
    and liabilities
    Increase in accounts payable              0             (255)         (255)             85                  0
                                     __________       __________       _______           _____           ________
         Net cash (used in)
            operating activities     $   (8,239)      $   (2,970)      $(3,095)          $   0           $(48,802)
                                     __________       __________       _______           _____           ________
Cash Flows From
Investing Activities                 $        0       $        0       $     0           $   0           $      0
                                     __________       __________       _______           _____           ________


Cash Flows From
Financing Activities
    Issuance of common stock                  0                0             0               0              2,100
    Increase in officers advances         8,239            2,970         3,095               0             46,702
                                     __________       __________       _______           _____           ________
         Net cash (used in)
            financing activities     $    8,239       $    2,970       $ 3,095           $   0           $ 48,802
                                     __________       __________       _______           _____           ________


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

Cash, beginning of period                     0                0             0               0                  0
                                     __________       __________       _______           _____           ________
Cash, end of period                  $        0       $        0       $     0           $   0           $      0
                                     ==========       ==========       =======           =====           ========

</TABLE>



                 See Accompanying Notes to Financial Statements.

                                      F-4


<PAGE>


                           DAZZLING INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                    SEPTEMBER 30, 2005, AND DECEMBER 31, 2004


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 September 30, 2005 and 2004, and December 31, 2004 and 2003.

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.

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.

                                      F-5

<PAGE>


                           DAZZLING INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                    SEPTEMBER 30, 2005, AND DECEMBER 31, 2004


NOTE 1.       NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECENT ACCOUNTING PRONOUNCEMENTS

In November 2003,  the EITF reached a consensus on the Issue 03-01,  THE MEANING
OF  OTHER-THAN-TEMPORARY  IMPAIRMENT AND ITS APPLICATION TO CERTAIN  INVESTMENTS
(EITF 03-01). EITF 03-01 establishes additional disclosure requirements for each
category of FAS 115  investments in a loss position.  Effective for years ending
after  December 15,  2003,  companies  must  disclose  the  aggregate  amount of
unrealized  losses,  and aggregate  related fair value of their investments with
unrealized losses. Those investments are required to be segregated by those in a
loss  position for less than 12 months and those in a loss  position for greater
than 12 months. Additionally,  certain qualitative disclosures should be made to
clarify a circumstance  whereby an investment's fair value that is below cost is
not  considered  other-than-temporary.  The  provisions of this consensus do not
have a significant effect on our financial position or operating results.

In November  2003,  the EITF reached a consensus on Issue 03-10,  APPLICATION OF
EITF  02-16  BY   RESELLERS  TO  SALES   INCENTIVES   OFFERED  TO  CONSUMERS  BY
MANUFACTURERS,  addressing  how a reseller is to account for the redemption of a
manufacturer's  coupon by a consumer at the  reseller's  location  (EITF 03-10).
EITF 03-10 eliminates the option that permitted resellers to report the value of
the  consideration  received  as a reduction  in cost of goods sold,  but rather
mandates  that it be  recorded  as  revenue.  EITF  03-10 is  applicable  to new
arrangements,  including  modifications to existing arrangements entered into in
fiscal  periods  beginning  after  November 25,  2003.  The  provisions  of this
consensus  do not  have  a  significant  effect  on our  financial  position  or
operating results.

In  December  2003,  the FASB  issued SFAS No. 132  (revised  2003),  EMPLOYERS'
DISCLOSURES  ABOUT  PENSIONS  AND OTHER  POSTRETIREMENT  BENEFITS.  SFAS No. 132
(revised  2003)  revises  employers'  disclosure  about  pension plans and other
postretirement  benefit plans.  The Statement does not change the measurement or
recognition  of those plans required by SFAS No. 87,  EMPLOYERS'  ACCOUNTING FOR
PENSIONS, SFAS No. 88, EMPLOYERS' ACCOUNTING FOR SETTLEMENTS AND CURTAILMENTS OF
DEFINED BENEFIT PENSION PLANS AND FOR  TERMINATION  BENEFITS,  and SFAS No. 106,
EMPLOYERS'  ACCOUNTING FOR  POSTRETIREMENT  BENEFITS  OTHER THAN  PENSIONS.  The
revised statement retains the disclosure  requirements contained in the original
SFAS No. 132 and requires additional disclosures about the assets,  obligations,
cash flows,  and net periodic  benefit cost of defined benefit pension plans and
other defined benefit  postretirement  plans. The revised statement is effective
for fiscal years ending  after  December 15, 2003.  The adoption of SFAS No. 132
(revised) did not affect our financial condition or results of operations.

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.


                                      F-6


<PAGE>


                           DAZZLING INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                    SEPTEMBER 30, 2005, AND DECEMBER 31, 2004


NOTE 2.  STOCKHOLDERS' EQUITY (CONTINUED)

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

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 August 15,  2005,  the  Company's  Board of  Directors  declared a 4.55 for 1
common stock dividend to the  shareholders  of record as of August 26, 2005. The
number  of  common  stock  shares   outstanding   increased  from  2,100,000  to
11,655,000.  Prior  period  information  has been  restated to reflect the stock
dividend.

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 2005,  2004,  2003 and
since  inception.  As of September  30, 2005,  2004,  and since  inception,  the
Company had no dilutive potential common shares.

NOTE 3.  INCOME TAXES

We did not provide any current or deferred U.S.  federal income tax provision or
benefit for any of the periods presented  because we have experienced  operating
losses  since  inception.  We  provided a full  valuation  allowance  on the net
deferred tax asset,  consisting of net  operating  loss  carryforwards,  because
management has determined  that it is more than likely than not we will not earn
income  sufficient  to realize the deferred tax assets  during the  carryforward
period.

The  components of the Company's  deferred tax asset as of December 31, 2004 and
2003 is as follows:

                                                      2004             2003
                                                  ________         ________

            Net operating loss carry forward      $ 14,197         $ 13,203
            Valuation allowance                   $(14,197)         (13,203)
                                                  ________         ________
            Net deferred tax asset                $      0         $      0


                                      F-7


<PAGE>


                           DAZZLING INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                    SEPTEMBER 30, 2005, AND DECEMBER 31, 2004


NOTE 3. INCOME TAXES (CONTINUED)

A  reconciliation  of income taxes  computed at the statutory rate to the income
tax amount recorded as follows:

<TABLE>
<CAPTION>


                                                      2004             2003       Since Inception
                                                  ________         ________       _______________
<S>                                               <C>              <C>               <C>

         Tax at statutory rate                    $    994         $     30          $ 14,197

         Increase in valuation allowance              (994)             (30)          (14,197)
                                                  ________         ________          ________

         Net deferred tax asset                   $      0         $      0          $      0

</TABLE>

The net federal  operating loss carry forward will expire between 2016 and 2024.
This  carry  forward  may  be  limited  upon  the  consummation  of  a  business
combination under IRC Section 381.

NOTE 4.  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 5.  WARRANTS AND OPTIONS

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


NOTE 6.  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-8

<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,  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 or blind pool company.

                                      -5-

<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.

          On June 29, 2005, the Securities and Exchange Commission adopted final
rules amending the Form S-8 and the Form 8-K for shell  companies like us. These
rules were published in the Federal  Register on July 21, 2005 and are effective
as of August 22, 2005, except for an amendment to Item 5.06 of the Form 8-K that
becomes effective on November 5, 2005. The amendments expand the definition of a
shell company to be a company with no or nominal  operations,  assets consisting
of cash and cash  equivalents,  or assets  consisting  of any amount of cash and
cash  equivalents  and  nominal  other  assets.  The rules  and rule  amendments
prohibit  the  use of a Form  S-8 (a  form  used by a  corporation  to  register
securities  issued to an employee,  director,  officer,  consultant  or advisor,
under certain circumstances), and 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 an event that causes it to cease being a shell company. The shell company
will be  required  to file  financial  statements  within  four  days  about the
transaction.  Where  an  operating  company  acquires  a shell  company  and the
operating  company  survives the  transaction,  the operating  company will have
acquired  control of the shell for purposes of the  definition  of  "succession"
under the final rules and the operating company,  as the surviving entity,  will
be required to file a Form 8-K under Item 5.01. The rules are designed to assure
that investors in shell companies that acquire  operations or assets have access
on a timely basis to the same kind of  information  as is available to investors
in public companies with continuing operations.


                                      -6-


<PAGE>


Financial Condition.

          Our  auditor's  going  concern  opinion  for prior  year 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.

          Since we have no operating  history nor any revenues or earnings  from
operations,  with no significant assets or financial resources, the Company 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 we
can consummate a business combination with a profitable business opportunity and
consummate such a business combination.

Liquidity and Operational Results.

          We have no current  operating  history and do not have any revenues or
earnings from operations.  We have 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  we can  identify  such  a  business
opportunity and consummate such a business combination.

          We are  dependent  upon its 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.


                                      -7-


<PAGE>


Liquidity.

          As of September 30, 2005, we had total  liabilities  of $46,702 and we
had a negative  net worth of $46,702.  As of  December  31,  2003,  we had total
liabilities of $38,463 and a negative net worth of $38,463.

          We have had no revenues from inception  through  December 31, 2004 and
we had no revenues for the period ended  September 30, 2005. We have a loss from
inception through December 31, 2004 of $40,563 and a loss from inception through
September  30, 2005 of $48,802.  The increase for the nine months then ended was
$8,239.

          We have officer's  advances of $46,702 from inception to September 30,
2005. The officer's advances as of December 31, 2001 were $38,463 or an increase
for the nine months then ended of $8,239.

Accounting for a Business Combination.

          In  July  2001,  the  Financial   Accounting  Standards  Board  issued
Statement  of  Financial   Accounting   Standards  "SFAS"  No.  141,   "Business
Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No.
141 requires business combinations initiated after June 30, 2001 to be accounted
for using the  purchase  method of  accounting,  and  broadens  the criteria for
recording  intangible  assets  separate  from  goodwill.  Recorded  goodwill and
intangibles  will be  evaluated  against  these new  criteria  and may result in
certain  intangibles  being subsumed into goodwill,  or  alternatively,  amounts
initially recorded as goodwill may be separately  identified an recognized apart
from goodwill.  SGAS No. 142 requires the use of a non-amortization  approach to
account for purchased goodwill and certain intangibles. Under a non-amortization
approach, goodwill and certain intangibles is more than its fair value. Goodwill
is the excess of the  acquisition  costs of the  acquired  entity  over the fair
value of the identifiable  net assets acquired.  The Company is required to test
goodwill and intangible  assets that are  determined to have an indefinite  life
for  impairments at least  annually.  The provisions of SFAS No. 142 require the
completion  of an annual  impairment  test  with any  impairment  recognized  in
current  earnings.  The  provisions  of SFAS No.  141 and  SFAS  No.  142 may be
applicable to any business combination that we may enter into in the future.

          We have also been  informed that most  business  combinations  will be
accounted for as a reverse  acquisition with us being the surviving  registrant.
As a result of any business  combination,  if the acquired entity's shareholders
will exercise  control over us, the  transaction  will be deemed to be a capital
transaction  where we are  treated  as a  non-business  entity.  Therefore,  the
accounting  for the business  combination  is identical to that resulting from a
reverse merger,  except no goodwill or other intangible assets will be recorded.
For accounting  purposes,  the acquired entity will be treated as the accounting
acquirer and, accordingly, will be presented as the continuing entity.


                                      -8-

<PAGE>


ITEM 3.   QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK.

          We  have  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


                                      -9-


<PAGE>


Board Meeting.

          Our board of directors  held two meetings 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
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.


                                      -10-


<PAGE>


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.


                                   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:  December 12, 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




                                      -11-