U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X]   Annual Report  Pursuant to Section 13 or 15(D) of the Securities  Exchange
      Act of 1934 for the fiscal year ended December 31, 2003

[ ]   Transition Report Under Section 13 or 15(D) of the Securities Exchange Act
      of 1934 for the transition period from _________ to _________

                         Commission File Number: 0-26407


                               BAROQUE CORPORATION
        (Exact name of small Business Issuer as specified in its charter)


           DELAWARE                                      52-2174897
           --------                                      ----------
(State or other jurisdiction                 (IRS Employer Identification No.)
 of incorporation or organization)

    7050 Village Drive, Suite F
    Buena Park, CA                                         90621
    ---------------------------                            -----
    (Address of principal executive offices)             (Zip Code)

         Issuer's telephone number, including area code: (714) 522-8255

  Securities registered under Section 12(b) of the Exchange Act: Not Applicable

         Securities registered under Section 12(g) of the Exchange Act:
                   Common Stock, par value $0.0001 per share

Check  whether the issuer (1) 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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year: $0

There are no shares of Common Stock of the registrant  issued and outstanding on
the date of this report which are not held by directors and  executive  officers
of the registrant  and by persons  holding at least 10% of such number of shares
of Common Stock as of that date.

As of December 8 2004 there were  5,000,000  shares of the  registrant's  Common
Stock issued and outstanding.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
<PAGE>

                               BAROQUE CORPORATION
                                   Form 10-KSB
                      For the Year Ended December 31, 2003

ITEM 1.  BUSINESS............................................................. 4

ITEM 2.  DESCRIPTION OF PROPERTY.............................................. 8

ITEM 3.  LEGAL PROCEEDINGS.................................................... 8

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................. 8

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS............. 8

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION............10

ITEM 7.  FINANCIAL STATEMENTS.................................................12

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE.............................................12

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT....................13

ITEM 10. EXECUTIVE COMPENSATION...............................................14

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.......15

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.......................16

ITEM 13. EXHIBITS.............................................................16

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES...............................18
<PAGE>

                                     PART I

                           FORWARD LOOKING STATEMENTS

This Form 10-KSB,  the other reports,  statements,  and information that we have
previously  filed  or that we may  subsequently  file  with the  Securities  and
Exchange Commission and public announcements that we have previously made or may
subsequently  make  include,  may  include,  incorporate  by  reference  or  may
incorporate  by  reference   certain   statements  that  may  be  deemed  to  be
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation Reform Act of 1995. These  forward-looking  statements relate to such
matters as, among other things, our anticipated financial performance,  business
prospects,  technological  developments,  new products,  future  distribution or
license rights,  international expansion,  possible strategic alternatives,  new
business concepts, capital expenditures, consumer trends and similar matters.

Forward  looking  statements   necessarily  involve  known  and  unknown  risks,
uncertainties  and other  factors that may cause our actual  results,  levels of
activity,  performance,  or  achievements  to be materially  different  from any
future results,  levels of activity,  performance,  or achievement  expressed or
implied by such  forward-looking  statements.  In some cases,  you can  identify
forward-looking  statements  by  terminology  such as "may,"  "will,"  "should,"
"could," "intend," "expect," "anticipate," "assume",  "hope", "plan," "believe,"
"seek," "estimate," "predict,"  "approximate,"  "potential," "continue",  or the
negative of such terms.  Statements including these words and variations of such
words, and other similar expressions,  are forward-looking statements.  Although
we believe that the expectations reflected in the forward-looking statements are
reasonable  based  upon our  knowledge  of our  business,  we cannot  absolutely
predict or guarantee our future  results,  levels of activity,  performance,  or
achievements.  Moreover,  neither we nor any other person assumes responsibility
for the accuracy and completeness of such statements.

We note that a variety of factors could cause our actual  results and experience
to  differ  materially  from  the  anticipated  results  or  other  expectations
expressed in our  forward-looking  statements.  The risks and uncertainties that
may affect the operations, performance,  development and results of our business
include,  but are not limited to, the  following:  changes in consumer  spending
patterns;  changes in consumer preferences and overall economic conditions;  the
impact of competition and pricing;  the financial condition of the suppliers and
manufacturers  from whom we  source  our  merchandise;  economic  and  political
instability in foreign  countries or restrictive  actions by the  governments of
foreign  countries  in which  suppliers  and  manufacturers  from whom we source
products are located or in which we may actually conduct or intend to expand our
business;  changes in tax laws, or the laws and regulations  governing direct or
network  marketing  organizations;  our  ability  to hire,  train  and  retain a
consistent  supply of  reliable  and  effective  participants  in our  direct or
network marketing operation; general economic, business and social conditions in
the United States and in countries from which we may source  products,  supplies
or customers;  the costs of complying  with changes in applicable  labor laws or
requirements,  including without limitation with respect to health care; changes
in the costs of interest rates,  insurance,  shipping and postage,  energy, fuel
and other business utilities; the reliability,  longevity and performance of our
licensors and others from whom we derive  intellectual  property or distribution
rights  in our  business;  the risk of  non-payment  by,  and/or  insolvency  or
bankruptcy of, customers and others owing indebtedness to us; threats or acts of
terrorism or war; and strikes,  work stoppages or slow downs by unions affecting
businesses  which  have an  impact  our  ability  to  conduct  our own  business
operations.

Forward-looking  statements  that we make,  or that are  made by  others  on our
behalf with our  knowledge and express  permission,  are based on a knowledge of
our business and the environment in which we operate, but because of the factors
listed  above,  actual  results  may differ  from  those in the  forward-looking
statements.  Consequently,  these  cautionary  statements  qualify  all  of  the
forward-looking  statements we make herein. We cannot assure the reader that the
results  or  developments  anticipated  by us  will  be  realized  or,  even  if
substantially  realized,  that those results or developments  will result in the
expected consequences for us or affect us, our business or our operations in the
way we  expect.  We  caution  readers  not to  place  undue  reliance  on  these
forward-looking  statements,  which  speak  only as of  their  dates,  or on any
subsequent  written and oral  forward-looking  statements  attributable to us or
<PAGE>

persons acting on our behalf are expressly  qualified in their entirety by these
cautionary  statements.  We do not undertake any obligation to release  publicly
any  revisions  to  such   forward-looking   statements  to  reflect  events  or
circumstances  after the date hereof or thereof or to reflect the  occurrence of
unanticipated events.

ITEM 1. BUSINESS.

BUSINESS DEVELOPMENT.

On June 7, 1999,  Baroque  Corporation ("us" or "we") was incorporated under the
laws of the  State of  Delaware  to  serve  as a  vehicle  to  effect a  merger,
participate in an exchange of capital stock, asset acquisition or other business
combination with a domestic or foreign private  business.  We are a wholly owned
subsidiary  of  Quik-Pix,Inc.  Since  the  date of  incorporation,  we have  not
undergone any material reclassification,  merger, consolidation,  or purchase or
sale of a  significant  amount  of  assets  not in the  ordinary  course  of our
business.  Since  the  date of  incorporation,  we have  not been a party to any
bankruptcy, receivership or similar proceeding.

We are currently in the process of looking for business opportunities to acquire
or merge with. In seeking a business  opportunity to merge with or acquire,  our
management is reviewing various business plans. Management has not limited their
review of plans or exploration  of  acquisitions  to any particular  industry or
service sector.  Though there appears to be a large number of companies  seeking
to merge with an existing public company,  our management has not yet identified
a business to complete such a transaction  with and we have not entered into any
binding  agreements  for an  acquisition  or merger.  There is no guarantee that
management will be successful in finding any such opportunity.

BUSINESS OF THE COMPANY.

Since  the  date  of  our  incorporation,  other  than  issuing  shares  to  our
shareholder,  we have not conducted any business or operations.  Accordingly, we
have no principal products or services, no distribution methods for any products
or services,  no competitive  business,  no sources and  availability of any raw
materials,  no  dependence  upon any major  customers,  no patents,  trademarks,
licenses,  franchises,  concessions,  royalty agreements or labor contracts,  no
need for any governmental  approval for any principal products or services,  and
no existing or probable governmental regulations on our business. If and when we
are able to successfully consummate a merger or acquisition,  we expect that one
or more of the foregoing items will apply to the combined company.

During the last two fiscal  years,  we have not  incurred  any costs  related to
research and development activities. We do not receive any cash flow and, unless
and until we may close an  acquisition  or merger,  we expect that we will incur
minimal future  operating  costs. We have not incurred any costs or suffered any
effects  in  connection  with  the  compliance  of  federal,   state  and  local
environmental laws.

Our primary activity has involved and will involve seeking candidates for merger
or acquisition.  We have not yet selected any company for acquisition or merger,
and we do not intend to limit  potential  candidates to any particular  field or
industry. Our plans are in the conceptual stage only.

The proposed business activities described herein classify us as a "blank check"
or "shell  company",  the sole  purpose  of which at this time is to locate  and
consummate a merger or acquisition. Many states have enacted statutes, rules and
regulations  limiting the sale of securities of "blank check" companies in their
respective jurisdictions.  Management does not intend to make any offering of or
undertake  any efforts to cause a trading  market to develop in, our  securities
until such time as we have successfully  implemented our business plan described
herein. However, if we ever were to facilitate the eventual creation of a public
trading market in our outstanding  securities  prior to effecting an acquisition
or merger with an operating company, our trading, securities would be subject to
a Securities and Exchange  Commission  rule that imposes  special sales practice


                                       4
<PAGE>

requirements upon  broker-dealers who sell such securities to persons other than
established  customers or accredited  investors.  For purposes of the rule,  the
phrase "accredited investors" means, in general terms,  institutions with assets
in  excess  of  $5,000,000,  or  individuals  having a net  worth in  excess  of
$1,000,000  or having an annual  income that  exceeds  $200,000  (or that,  when
combined with a spouse's income, exceeds $300,000).  For transactions covered by
the rule, the broker-dealer  must make a special  suitability  determination for
the purchaser and receive the purchaser's  written  agreement to the transaction
prior  to  the  sale.  Consequently,  the  rule  would  affect  the  ability  of
broker-dealers  to sell our  securities  and  also may  affect  the  ability  of
purchasers  in this  offering to sell their  securities in any market that might
develop  therefor.  Furthermore,  under applicable  federal  securities laws and
regulations,  offerings  of blank  check  companies  must be made  only  through
certain escrow deposit requirements, and we will not be afforded the protections
of the safe harbor for forward  looking  statements in our  SEC-filed  documents
either as a blank  check  company  or while our stock is  classified  as a penny
stock. See: Risk Factors.

EMPLOYEES.

We have three employees. Our current employees are Stephen J. Fryer as the Chief
Executive  Officer and  Treasurer,  Robert A. Dietrich,  as our Chief  Financial
Officer, and John Capezzuto, our Secretary.  These employees devote as much time
as they determine is necessary to carry out our affairs.

RISK FACTORS.

Prospective investors should consider carefully the risk factors set out below.

      We have no operating history.

Since  the date of  incorporation,  we have not had any  operations  other  than
issuing shares to our shareholders. Accordingly, we have no historical financial
information or operating  history upon which investors may base an evaluation of
our performance or make an informed  decision  regarding an investment in shares
of our common stock.

      We have limited resources and no present source of revenues.

We have limited resources and have had no revenues to date. In addition, we will
not achieve any revenues until, at the earliest,  the  consummation of a merger,
acquisition or other business combination.  Moreover,  there can be no assurance
that at the time of the  consummation of any such merger or  acquisition,  or at
any time thereafter, we will derive any material revenues from its operations or
operate  on a  profitable  basis.  Further,  in  order  to  avoid  status  as an
"Investment  Company"  under the  Investment  Company Act of 1940,  we will only
invest its funds prior to a merger or acquisition in limited  investments  which
do not  trigger  Investment  Company  status.  There  can be no  assurance  that
determinations  ultimately  made by us will  permit us to  achieve  our  desired
business objectives.

      We will need additional financing to achieve our goals and objectives.

We have very limited funds, and such funds may not be adequate to take advantage
of any available business  opportunities.  Even if our currently available funds
prove to be  sufficient to pay for our limited  operations  until we are able to
acquire an interest in, or complete a transaction with, a business  opportunity,
such funds may not be sufficient to enable us to exploit that opportunity. Thus,
our ultimate success will depend,  in part, upon our ability to raise additional
capital.  In the event that we require modest  amounts of additional  capital to
fund our  operations  until we are able to  complete a business  acquisition  or
transaction,   such  funds  are  expected  to  be  provided  by  our   principal
shareholders.  However,  we have not investigated the  availability,  source, or
terms that might  govern the  acquisition  of the  additional  capital  which is
expected to be required in order to exploit any business  opportunity,  and will
not do so  until we have  determined  the  level  of need  for  such  additional


                                       5
<PAGE>

financing.  There is no assurance that additional capital will be available from
any source (including our existing shareholder) or, if available, that it can be
obtained on terms  acceptable to us. If not available,  our  operations  will be
limited to only those that can be financed with our modest capital.

      We face  substantial  competition  in our  efforts  to  locate  attractive
      business opportunities.

We  expect  to  encounter  substantial  competition  in our  efforts  to  locate
attractive  merger  or  acquisition   opportunities,   primarily  from  business
development  companies,  venture capital partnerships and corporations,  venture
capital affiliates of large industrial and financial companies, small investment
companies,  other blank check companies and wealthy  individuals.  Many of these
entities  will  have  significantly  greater  experience,  financial  and  other
resources  and  managerial  capabilities  than we do and will  therefore be in a
better   position  than  we  are  to  obtain   access  to  attractive   business
opportunities.

      Acquisitions  involve  numerous  risks,   including  difficulties  in  the
      assimilation of the operations,  technologies and products of the acquired
      companies,  the diversion of  management's  attention  from other business
      concerns,  risks associated with entering markets or conducting operations
      with which we have had no or limited  direct  prior  experience,  risks of
      undisclosed  liabilities  and the  potential  loss of key employees of the
      acquired company.

We have not yet  engaged  in an  acquisition  of  another  domestic  or  foreign
business.   Acquisitions   generally   entail   substantial   risks,   including
difficulties  in the  assimilation  of  operations,  technologies,  products and
managements of the acquired companies,  the diversion of management's  attention
from  other  business  concerns,  risks  associated  with  entering  markets  or
conducting  operations with which we have no or limited direct prior experience,
risks  of  undisclosed  liabilities  and the  potential  loss of key  employees,
customers  or  other  key  business  relationships  by the  acquired  companies.
Moreover,  there  can  be no  assurance  that  the  anticipated  benefits  of an
acquisition  will ever be realized by us. There can be no assurance that we will
be  effective  in  identifying   and  effecting   attractive   acquisitions   or
assimilating  acquisitions.  Future  acquisitions  by us could  result  in,  the
potentially   dilutive  issuance  of  equity   securities,   the  incurrence  of
substantial  debt,  the  assumption  of  unknown   liabilities  and  the  forced
amortization of expenses related to goodwill and other intangible assets, all of
which could materially adversely affect our future business, financial condition
and results of operations.

      We can provide no assurance of success or profitability  from any business
      opportunity we may engage in.

There can be no  assurance  or  guarantee  that we will ever acquire a favorable
business  opportunity.  Even if we are able to identify and become involved in a
business  opportunity,  there can be no  assurance  that it will  ever  generate
meaningful  revenues or any profits, or that the market value of our outstanding
shares will be increased thereby.

      We have not entered into any agreement,  and have no commitment regarding,
      any  business  opportunity,  and  therefore  cannot  provide any  specific
      guidance on anticipated business risks.

We have not formed any commitment to enter into or acquire any specific  merger,
acquisition or other business opportunity. As a result, we are only able to make
non-specific  disclosures  concerning  the  risks and  hazards  of  acquiring  a
business opportunity  generally,  rather than providing more precise disclosures
with  respect to the  specific  risks and hazards  relating to  investment  in a
particular business opportunity.  As a general matter, prospective investors can
expect any potential  business  opportunity with which we may become involved to
be early stage, in need of capital, without substantial operations in place and,
accordingly, highly risky.


                                       6
<PAGE>

      Even if we are able successfully to consummate a business opportunity, the
      resulting operations may still lack diversification.

Because of the limited financial  resources that we have, it is unlikely that we
will be able to engage in multiple opportunity, or to diversify our acquisitions
or business operations.  Our probable inability to diversify our activities into
more than one area will  subject us to  economic  fluctuations  within  only one
particular  business  section  or  industry  and  therefore  increase  the risks
associated with our investment and the resulting operations.

      We may be subject to  substantial  government  regulations  following  any
      merger or acquisition.

Any  acquisition  we  engage in made may be of a  business  that is  subject  to
substantial  regulation  or  licensing  by  federal,  state,  local  or  foreign
authorities  having  jurisdiction over the industry or type of business in which
we will be conducting operations. Compliance with such regulations and licensing
can be expected to be time-consuming and expensive, and may limit our ability to
consider or undertake other investment opportunities.

      In entering  into any business  transaction  or  opportunity  we identify,
      and/or in maintaining its subsequent business  operations,  we may need to
      create highly-leveraged situations.

There is a possibility that any acquisition of a business  opportunity by us may
be highly  leveraged,  meaning we may finance the  acquisition  of such business
opportunity  by borrowing  against the assets of the business  opportunity to be
acquired,  as well as against the  projected  future  revenues or profits of the
business   opportunity.   Such  transactions  are  inherently  more  risky  than
non-leveraged  ones,  and could  increase our exposure to high  interest  rates,
foreclosures  and  large  losses.  A  business  opportunity  acquired  through a
leveraged  transaction  is profitable  only if it generates  enough  revenues to
cover the related debt and expenses. Furthermore, even if we are able to acquire
a business  without  leverage,  the  maintenance  of its  operations may require
future borrowings  against our assets and earnings.  Failure to make payments on
the debt incurred to purchase or maintain the business  opportunity could result
in  the  loss  of a  portion  or all of the  assets  acquired.  There  can be no
assurance that we will be able to make any future acquisition  without leverage,
or that any business opportunity  acquired through a leveraged  transaction will
generate sufficient revenues to cover the related debt and expenses incurred.

In conjunction with completion of a business acquisition, it is anticipated that
we will issue an amount of our authorized but unissued  common stock vesting the
target company's  shareholders with voting control and the substantial  majority
of our equity.  In conjunction  with such a transaction,  our current  officers,
directors,  and  principal  shareholders  could also sell all, or a portion,  of
their controlling block of stock to the acquired company's stockholders.  Such a
transaction  would result in a greatly  reduced  percentage  of ownership of our
company  by its  current  shareholders.  As a  result,  the  acquired  company's
stockholders  would  control us, and it is foreseen  that they would replace the
Company's management with persons who are unknown at this time.

      We are dependent upon our existing  management to identify and undertake a
      suitable transaction with a potential merger or acquisition candidate, and
      our  controlling  shareholder has the ability to approve or disapprove any
      such proposed transaction.

We are entirely  dependant  upon the experience of our officers and directors in
seeking,  investigating,  and  acquiring  a  business  and in  making  decisions
regarding our ultimate  business plan and operations.  It is possible that, from
time to time,  such  persons  will not be able to  devote  their  full  time and
attention  to this task.  Because  investors  will not be able to  evaluate  the
merits of our possible  future  business  acquisitions,  they should  critically
assess the information concerning our officers and directors. (See: Management).
Furthermore,  Quik-Pix,  Inc.,  which  owns one  hundred  percent  (100%) of our
outstanding  common stock as of the date of this Report,  has sufficient  voting
control to approve or disapprove any proposed transaction without further action
by any party.


                                       7
<PAGE>

      Any  transaction   which  we  undertake  will  require  audited  financial
      statements which are expensive and time consuming to produce,  but without
      which we cannot proceed to a merger or acquisition.

We will require audited  financial  statements from any business that we propose
to acquire, consistent with all applicable requirements of the SEC. Since we are
subject to the reporting  provisions of the Securities  Exchange Act of 1934, as
amended (the "Exchange  Act"), we will be required to include audited  financial
statements  in our  required  periodic  filings  for any  existing  business  or
operating  assets it may  acquire.  In addition,  the lack of audited  financial
statements  would prevent our securities  from becoming  eligible for listing on
NASDAQ, the automated quotation system sponsored by the National  Association of
Securities Dealers, Inc., or on any existing stock exchange.  Moreover, the lack
of such financial  statements would be likely to discourage  broker-dealers from
agreeing to make a market in our securities.  Finally, without audited financial
statements,  we will  almost  certainly  be unable to offer  securities  under a
Registration  Statement  pursuant to the Securities Act of 1933, and our ability
to raise capital would be significantly  limited.  Consequently,  acquisition or
merger  candidates  that  do not  have,  or are  unable  to  provide  reasonable
assurances  that they will be able to obtain,  the required  audited  statements
will not be considered by our management to be appropriate for acquisition.

ITEM 2. DESCRIPTION OF PROPERTY.

We currently do not own or lease any real property.

ITEM 3. LEGAL PROCEEDINGS

We currently  are not a party to any legal  proceedings  and, to the best of our
knowledge, no such proceedings are threatened or contemplated.

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

No matters  were  submitted  to our  stockholders  during the fiscal  year ended
December 31, 2003.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

As of December  8, 2004,  we had  5,000,000  shares of common  stock  issued and
outstanding, all of which are held by 1 stockholder of record, Quik-Pix, Inc.

DIVIDENDS

We have not paid  dividends  on our  common or  preferred  stock,  and we do not
anticipate  paying dividends on our common or preferred stock at any time in the
foreseeable future. We currently anticipate that we will retain any earnings for
use in the development of our business.  Any  determination  to pay dividends in
the future will be at the sole  discretion of our Board of Directors and will be
dependent  upon our  results of  operations,  financial  condition,  contractual
restrictions,  restrictions  imposed by applicable  law and other factors deemed
relevant by our Board of Directors, if any.

We currently do not have in place any equity compensation plans for the issuance
of any securities.

RECENT SALES OF UNREGISTERED SECURITIES

For the past three years, we have not sold any shares of our common or preferred
stock that have not been registered on a registration statement with the SEC.


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<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

The following  presentation  of  Management's  Discussion and Analysis should be
read in conjunction with the financial  statements and notes thereto included in
Item 7 of  this  Annual  Report  on  Form  10-KSB.  Except  for  the  historical
information  contained  herein,  the discussion in this report contains  certain
forward-looking  statements  that  involve  risks  and  uncertainties,  such  as
statements of our business plans, objectives,  expectations and intentions as of
the  date  of  this  filing.   The  cautionary   statements  about  reliance  on
forward-looking  statements  made earlier in this document  should be taken into
serious  consideration with respect to all  forward-looking  statements wherever
they appear in this report,  notwithstanding  that the "safe harbor" protections
available  to  some  publicly  reporting   companies  under  applicable  federal
securities  law do not  apply to us as a blank  check  company  and an issuer of
penny stocks.  Our actual results could differ  materially  from those discussed
here.  Factors that could cause  differences  include,  among the other  factors
referenced  elsewhere in this Report,  those  discussed  under the heading "Risk
Factors" earlier in this document.

PLAN OF OPERATION.

We intend to seek, investigate and, if such investigation  warrants,  acquire an
interest in one or more  business  opportunities  presented  to us by persons or
firms  who or  which  desire  to  seek  the  perceived  advantages  of  being  a
publicly-reporting  corporation.  At this  time,  we have not  entered  into nor
formally committed to any proposal,  agreement,  understanding or arrangement to
acquire, merge or combine with any specific business or company.

We will not limit our efforts to any specific business, industry or geographical
location,  and we may participate in a business venture of virtually any kind or
nature.  The  discussion  of  the  proposed  business  under  this  caption  and
throughout is  purposefully  general and is not meant to be  restrictive  of our
discretion  to  search  for  and  enter  into  one or  more  potential  business
opportunities.

We may obtain funds in one or more private  placements  to finance the operation
of any acquired business, if necessary, and such financing might occur prior to,
during or after such an  acquisition.  Persons  purchasing  securities  in these
placements  and other  shareholders  will  likely  not have the  opportunity  to
participate  in the  decision  relating  to  any  business  transaction,  nor to
influence the company following any such  transaction.  Our proposed business is
sometimes  referred to as a "blind pool",  because  investors will entrust their
investment  monies to our  management  before  they have a chance to analyze any
ultimate  use to which  their  money  may be put.  Consequently,  our  potential
success is  heavily  dependent  on our  management,  which  will have  unlimited
discretion  in  searching  for and  entering  into a business  opportunity.  Our
current  management will likely not have had any real experience in the industry
sections  applicable to any proposed business we may enter into. There can be no
assurance that we will be able to raise any funds in private  placement or other
fundraising  efforts, or that any business transaction will ultimately ever take
place.

RESULTS OF OPERATION.

During the period from June 7, 1999  (inception)  through  December 31, 2003, we
have engaged in no significant operations other than organizational  activities,
preparation  for  registration  of our  securities  under the Exchange  Act, and
issuance  of shares to our sole  shareholder.  No revenues  were  received by us
during this entire period.

For the  current  fiscal  year,  we  anticipate  incurring a loss as a result of
organizational  expenses,   expenses  associated  with  registration  under  the
Exchange Act, and expenses  associated with locating and evaluating  acquisition
candidates.  We  anticipate  that  until  a  business  combination  is  actually
completed with an  acquisition  candidate,  we will generate no revenues  (other
than possible  interest  income),  and we may continue to operate at a loss even
after completing a business  transaction,  depending upon the performance of the
acquired business and its financial condition at and after the completion of any
such transaction.


                                       9
<PAGE>

LIQUIDITY AND FINANCIAL RESOURCES

Since the date of our  incorporation,  we have experienced no significant change
in liquidity or capital resources or stockholder's  equity. Our balance sheet as
of December 31, 2003 reflects a current and total assets of $1,565.

We will carry out our plan of business as discussed  in this  Report.  We cannot
predict to what extent our  liquidity and capital  resources  will be diminished
prior to the consummation of a business combination, or whether our capital will
be further  depleted by the  operating  losses (if any) of the  business  entity
which we may eventually acquire or merge with.

NEED FOR ADDITIONAL FINANCING

We believe  that our  existing  capital and our  available  trade terms with our
vendors  will be  sufficient  to meet our  immediate  cash needs for a period of
approximately one year. Accordingly,  in the event we are not able to complete a
business combination during this period, we anticipate that our existing capital
will be insufficient to allow us to accomplish the goal of completing a business
combination  without receipt of further invested capital and/or loans. There can
be no assurance,  however,  that our available funds will ultimately prove to be
adequate  to allow us to  complete  a business  combination  even in less than a
year's  time,  and once a  business  combination  is  completed,  our  needs for
additional financing are likely to increase substantially.

FEDERAL INCOME TAX ASPECTS OF INVESTMENT IN THE COMPANY

The discussion contained herein has been prepared by our management and is based
upon existing law as contained in the Internal Revenue Code, as amended,  United
States Treasury Regulations ("Treasury Regulations"), administrative rulings and
court  decisions as of the date of this Report.  No assurance  can be given that
future legislative  enactments,  administrative  rulings or court decisions will
not modify the legal basis for statements contained in this discussion. Any such
development may be applied  retroactively to transactions  completed by us prior
to the date thereof,  and could contain provisions having an adverse affect upon
us and our shareholders.  In addition,  several of the issues dealt with in this
summary are the  subjects of proposed and  temporary  Treasury  Regulations.  No
assurance can be given that these  regulations  will be finally adopted in their
present form.

RECENT ACCOUNTING PRONOUNCEMENTS

In April  2003,  the FASB  issued  SFAS 149 -  "Amendment  of  Statement  133 on
Derivative Instruments and Hedging Activities",  effective for contracts entered
into or modified  after June 30,  2003,  except as stated  below and for hedging
relationships  designated  after June 30, 2003.  In  addition,  except as stated
below,  all provisions of this Statement  should be applied  prospectively.  The
provisions of this Statement that relate to Statement 133 Implementation  Issues
that have been effective for fiscal  quarters that began prior to June 15, 2003,
should  continue to be applied in  accordance  with their  respective  effective
dates.

In addition,  paragraphs  7(a) and 23(a),  which relate to forward  purchases or
sales of  when-issued  securities  or other  securities  that do not yet  exist,
should be applied to both  existing  contracts  and new  contracts  entered into
after June 30, 2003. Although we do not participate in such transactions at this
time, we are currently evaluating the effect of this new pronouncement,  if any,
and will adopt FASB 149 within the prescribed time.

In May 2003,  the FASB  issued  SFAS 150 -  "Accounting  for  Certain  Financial
Instruments with Characteristics of both Liabilities and Equity",  effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective at the beginning of the first interim period  beginning  after June
15, 2003. This Statement  establishes standards for how an issuer classifies and
measures certain financial  instruments with characteristics of both liabilities
and  equity.  It  requires  that an issuer  classify  a  freestanding  financial


                                       10
<PAGE>

instrument  that is  within  its  scope  as a  liability  (or an  asset  in some
circumstances).  Many of those instruments were previously classified as equity.
Some of the  provisions  of this  Statement  are  consistent  with  the  current
definition  of  liabilities  in FASB  Concepts  Statement  No.  6,  Elements  of
Financial  Statements.  We are  currently  evaluating  the  effect  of this  new
pronouncement  and will adopt FASB 150 within the  prescribed  time.

In  January  2003,  (as  revised  in  December  2003) The  Financial  Accounting
Standards  Board  ("FASB")  issued  Interpretation  No.  46,  "Consolidation  of
Variable Interest  Entities",  an interpretation of Accounting Research Bulletin
("ARB")  No.  51,  entity;  (ii) the  equity  investors  lack one or more of the
following essential  characteristics of a controlling  financial  interest:  the
direct or  indirect  ability to make  decisions  about the  entities  activities
through  voting  rights or  similar  rights;  or the  obligation  to absorb  the
expected  losses of the entity if they occur,  which  makes it possible  for the
entity to finance its  activities;  the right to receive the  expected  residual
returns of the entity if they occur,  which is the  compensation for the risk of
absorbing the expected losses.

Interpretation  No. 46, as revised,  also requires  expanded  disclosures by the
primary  beneficiary  (as  defined)  of a  variable  interest  entity  and by an
enterprise  that holds a significant  variable  interest in a variable  interest
entity but is not the primary beneficiary.

Interpretation  No. 46, as revised,  applies to small business  issuers no later
than the end of the first  reporting  period that ends after  December 15, 2004.
This  effective  date includes  those  entities to which  Interpretation  46 had
previously  been  applied.   However,  prior  to  the  required  application  of
Interpretation  No. 46, a public  entity that is a small  business  issuer shall
apply  Interpretation  46 or this  Interpretation  to  those  entities  that are
considered  to be  special-purpose  entities  no later than as of the end of the
first reporting period that ends after December 15, 2003.

Interpretation  No. 46 may be  applied  prospectively  with a  cumulative-effect
adjustment  as of  the  date  on  which  it is  first  applied  or by  restating
previously   issued   financial   statements  for  one  or  more  years  with  a
cumulative-effect adjustment as of the beginning of the first year restated.

In March 2004, the U.S. Securities and Exchange Commission's Office of the Chief
Accountant  and the  Division of Corporate  Finance  released  Staff  Accounting
bulletin  ("SAB")  No.  105  "Loan  Commitments   Accounted  for  as  Derivative
Instruments".  This  bulletin  contains  specific  guidance  on the  inputs to a
valuation-recognition  model to measure loan  commitments  accounted for at fair
value, and requires that fair-value measurement include only differences between
the guaranteed  interest rate in the loan  commitment and market  interest rate,
excluding any expected future cash flows related to the customer relationship or
loan servicing.  In addition,  SAB 105 requires the disclosure of the accounting
policy for loan commitments,  including methods and assumptions used to estimate
the fair value of loan commitments,  and any associated hedging strategies.  SAB
105 is effective for derivative instruments entered into subsequent to March 31,
2004 and should also be applied to existing  instruments as  appropriate.  As of
the date hereof,  we have not yet completed our evaluation of SAB 105, but we do
not anticipate a material impact on our financial statements.


                                       11
<PAGE>

FORWARD LOOKING STATEMENTS

This Management's  Discussion and Analysis of Financial Condition and Results of
Operations  include a number of  forward-looking  statements  that  reflect  our
management's   current  views  with  respect  to  future  events  and  financial
performance. Those statements include statements regarding our intent, belief or
current  expectations,  and those of members of our management  team, as well as
the  assumptions on which such statements are based.  Prospective  investors are
cautioned that any such forward-looking  statements are not guarantees of future
performance  and involve  risk and  uncertainties,  and that actual  results may
differ materially from those  contemplated by such  forward-looking  statements.
Readers are urged to carefully review and consider the various  disclosures made
by us in this Report as well as in our other reports  filed with the  Securities
and Exchange  Commission.  Important factors currently known to Management could
cause  actual  results  to  differ  materially  from  those  in  forward-looking
statements.  We  undertake  no  obligation  to update or revise  forward-looking
statements to reflect  changed  assumptions,  the  occurrence  of  unanticipated
events or changes in the future operating results over time. We believe that our
assumptions  are based upon  reasonable  data  derived  from and known about our
business  and  operations.  No  assurances  are  made  that  actual  results  of
operations or the results of any future  activities  will not differ  materially
from our assumptions.

As a "blank  check"  company and one which  issues  "penny  stocks",  we are not
entitled to rely upon the "Safe Harbor"  provisions adopted by the SEC under the
Exchange Act.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

ITEM 7. FINANCIAL STATEMENTS

Our  financial   statements  and  supplementary   data  are  included  beginning
immediately  following the signature page to this Report. See Item 13 for a list
of the financial statements and financial statement schedules included with this
filing.

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

There are no and have not been any disagreements  between us and our accountants
on any  matter of  accounting  principles,  practices  or  financial  statements
disclosure.

ITEM 8A. CONTROLS AND PROCEDURES

Our Chief  Executive  Officer,  President,  and  Chief  Financial  Officer  (the
"Certifying  Officers") are  responsible  for  establishing  and maintaining our
disclosure  controls and procedures.  The Certifying Officers have designed such
disclosure  controls and procedures to ensure that material  information is made
known to them, particularly during the period in which this Report was prepared.

The  Certifying  Officers have  evaluated the  effectiveness  of our  disclosure
controls and procedures as of December 31, 2003, and believe that our disclosure
controls and procedures are effective  based on the required  evaluation.  There
have been no significant  changes in internal controls over financial  reporting
or in other factors that could significantly affect internal controls subsequent
to the date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.


                                       12
<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.

Our executive  officers and directors,  and their respective ages as of December
8, 2004, are as follows:

Name                         Age          Position
----                         ---          --------

Stephen J. Fryer             66           Chief Executive Officer, Treasurer and
                                          Chairman of the Board of Directors

Robert A. Dietrich           59           Chief Financial Officer

John Capezzuto               58           Secretary and Director


Set forth below is a brief description of the background and business experience
for the past five years of each of our executive officers and directors.

STEPHEN J. FRYER (CEO,  TREASURER AND DIRECTOR).  Since July 2002, Mr. Fryer has
served as a member of our Board of  Directors,  Treasurer  and Secretary and was
duly elected to serve as our Chief Executive Officer in June 2004. From December
2002 to the present,  Mr. Fryer also has been employed as an  investment  banker
with Grant Bettingen, Inc. From April 2001 to December 2002, Mr. Fryer served as
President of Fryer & Associates,  his own investment banking firm. From December
1998 to April 2001, Mr. Fryer served as President,  Chief Executive  Officer and
as a Chairman of the Board of Directors of Pen Interconnect  (PENC) (OTC:BB),  a
company which was formerly involved with contract  manufacturing.  Mr. Fryer was
also a founder  and served as Chief  Executive  Officer and  President  of World
Comnet, Inc. (WCN), which went public on the Vancouver Stock Exchange. Mr. Fryer
also served as a Managing  Director of Ventana  International,  Inc.,  a venture
capital and boutique  investment-banking firm with over $150 million in capital.
Mr. Fryer is a graduate of the University of Southern  California  from which he
received a bachelors  degree in Mechanical  Engineering  in 1960. Mr. Fryer also
attended Arizona State University to study economics.

ROBERT A. DIETRICH (CHIEF FINANCIAL OFFICER,  DIRECTOR). Mr. Dietrich has served
as a director of Delrada  Corp since  January 2000 and  currently  serves on the
Audit  Committee of our Board.  For a period of time during  2002,  he served as
Chief Accounting  Officer and President of Source One Group,  Inc., a subsidiary
of Imaging Technologies  Corporation.  He is currently an Officer,  Director and
Founder of Modofood USA, Inc., a privately held food technology  enterprise.  In
addition,  he currently  serves as the CFO for InnoFood,  LLC, a food technology
enterprise and as well as BioGentec, Inc., also a food technology enterprise. In
1998 he helped found Cyber Air  Communications,  Inc.,  and served as a Director
and  President  of that company  until 2002.  Mr.  Dietrich has been  performing
investment  banking and  consulting  services for clients  since 1990.  He is an
accounting  graduate from Notre Dame and possesses an MBA from the University of
Detroit. He possesses a CPA certificate from Illinois.

JOHN CAPEZZUTO  (DIRECTOR).  Mr.  Capezzuto  currently serves as a member of our
Board of Directors,  a position he has held since March 2000. From March 2000 to
June 2004, Mr. Capezzuto also served as our President,  Treasurer and Secretary.
In addition,  from 1981 to the present,  Mr.  Capezzuto has served as the CEO of
our parent company, Quik Pix, Inc.

TERM OF OFFICE

Our  directors  are  elected for a one-year  term to hold office  until the next
annual  general  meeting of our  shareholders,  or until  removed from office in
accordance with our bylaws and applicable law. Our officers are appointed by our
Board of Directors and hold office until removed by the Board.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT

Section 16(a) of the Exchange Act requires our executive officers and directors,
and persons who beneficially own more than ten percent of its equity securities,
to file reports of ownership and changes in ownership  with the  Securities  and
Exchange   Commission.   Officers,   directors  and  greater  than  ten  percent
shareholders  are  required by SEC  regulation  to furnish us with copies of all
Section 16(a) forms they file. We have not yet received copies of any such forms
and believes that during the fiscal year ended December 31, 2003, no such filing


                                       13
<PAGE>

requirements that are required to be made by our officers, directors and persons
holding more than ten percent of our securities were complied with.

ITEM 10. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

The table below  summarizes all  compensation  awarded to, earned by, or paid to
Mr. Fryer, Mr. Dietrich and Mr.  Capezzuto,  comprising all of the directors and
executive officers of Baroque Corporation (our "named executive  officers",) for
all  services  rendered to us in all  capacities  during the fiscal  years ended
December 31, 2003 and 2002.

<TABLE>
<CAPTION>
                                                                  SUMMARY COMPENSATION TABLE

                                                                             ------------------------------------------
                                                                                        Long Term Compensation
                                                                             ------------------------------------------
                                          Annual Compensation                            Awards              Payouts
                              ---------------------------------------------  ----------------------------- ------------
                                                                                           Securities                   All
                                                               Other         Restricted    underlying      LTIP Payouts Other
                              Year     Salary (1)    Bonus     Compensation  Stock Awards  Options/SARS(#)              Compensation
                                                                             ($)
                              ------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>           <C>       <C>           <C>           <C>             <C>          <C>
Stephen J. Fryer              2003     --            --        --            --            --              --           --
Chief Executive Officer,      2002     --            --        --            --            --              --           --
Treasurer, Chairman of the
Board of Directors
                              ------------------------------------------------------------------------------------------------------
Robert Dietrich               2003     --            --        --            --            --              --           --
Chief Financial Officer       2002     --            --        --            --            --              --           --
                              ------------------------------------------------------------------------------------------------------
John Capezzuto                2003     --            --        --            --            --              --           --
Secretary, Director           2002     --            --        --            --            --              --           --
</TABLE>

(1)   The annual  salary column above  represents  salaries paid and accrued for
      the years ended December 31, 2002 and 2003, respectively,  for each of Mr.
      Fryer, Mr. Dietrich and Mr. Capezzuto.

      a.    Mr. Fryer has not ever, and does not currently,  receive from us any
            compensation  of any  kind,  nor is he owed any  money  as  deferred
            payments  for either of the fiscal years ended  December31,  2003 or
            2002.

      b.    Mr.  Dietrich has not ever, and does not currently,  receive from us
            any  compensation  of any kind.  Mr.  Dietrich was not elected as an
            executive  officer and  director of Baroque  Corporation  until June
            2004 and, accordingly, he is not owed any money as deferred payments
            for either of the fiscal years ended December 31, 2003 or 2002.

      c.    Mr. Capezzuto has not ever, and does not currently,  receive from us
            any  compensation  of any kind, nor is he owed any money as deferred
            payments for either of the fiscal  years ended  December 31, 2003 or
            2002.


                                       14
<PAGE>

STOCK OPTION GRANTS.

We did not grant any stock options to our named  executive  officers  during the
fiscal year ended  December 31, 2003. We have also not granted any stock options
to our named executive officers since December 31, 2002.

EXERCISES OF STOCK OPTIONS AND YEAR-END OPTION VALUES

No stock  options were  exercised  by our named  executive  officers  during the
fiscal year ended December 31, 2003. No stock options have been exercised by our
named executive officers since December 31, 2002.

EMPLOYMENT AGREEMENTS.

We currently do not have any  employment  agreements  with any of our  executive
officers or directors.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

<TABLE>
<CAPTION>
==================================================================================================================================
                                               EQUITY COMPENSATION PLAN INFORMATION
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                  Number of securities remaining
                                          Number of securities to be       Weighted-average        available for future issuance
                                           issued upon exercise of        exercise price of       under equity compensation plans
                                        outstanding options, warrants    outstanding options,   (excluding securities reflected in
                                                  and rights             warrants and rights                column (a))

             Plan category                           (a)                         (b)                            (c)
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                         <C>                            <C>
Equity compensation plans approved by                --                          --                             --
security holders
----------------------------------------------------------------------------------------------------------------------------------
Equity compensation plans not approved               --                          --                             --
by security holders
----------------------------------------------------------------------------------------------------------------------------------
Total                                                --                          --                             --
==================================================================================================================================
</TABLE>

We have not adopted any form of equity compensation plan, and accordingly,  have
not authorized the issuance of any securities under any such plan.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table sets forth  certain  information  concerning  the number of
shares of our common  stock owned  beneficially  as of December 31, 2003 by: (i)
each person (including any group) known to us to own more than five percent (5%)
of any class of our  voting  securities;  (ii) each of our  directors  and named
executive  officers;  and (iii) all of our  officers  and  directors as a group.
Unless otherwise  indicated,  the shareholders  listed below possess sole voting
and investment power with respect to the shares indicated.


                                       15
<PAGE>

<TABLE>
<CAPTION>
                                                              AMOUNT AND NATURE      PERCENT OF
TITLE OF CLASS           NAME OF BENEFICIAL OWNER(1)            OF OWNERSHIP          CLASS(2)
<S>                 <C>                                          <C>                   <C>
 Common Stock                  Quik-Pix, Inc.                    5,000,000             100%
                                                             --------------------------------------
 Common Stock       All Officers and Directors as a Group            0                  0%
                                                             --------------------------------------
</TABLE>

      (1)   the address for Quik-Pix, Inc. is 7050 Village Drive, Suite F, Buena
            Park, California 90621.

      (2)   based on 5,000,000 shares outstanding as of date of this Report.

No shares of our preferred stock are currently  issued and outstanding as of the
date of this Report.

To our best  knowledge,  the person listed above has full voting and  investment
power with respect to the shares  indicated.  Under the rules of the  Securities
and  Exchange  Commission,  a person  (or  group of  persons)  is deemed to be a
"beneficial  owner" of a security if he or she,  directly or indirectly,  has or
shares the power to vote or to direct the  voting of such  security,  and/or the
power to dispose of or to direct the disposition of such security.  Accordingly,
more  than one  person  may be  deemed  to be the  beneficial  owner of the same
security. A person is also deemed to be a beneficial owner of any security which
that person has the right to acquire  within  sixty (60) days from the date this
Report is filed (such as through the exercise of options or warrants to purchase
our common stock or through the conversion of convertible stock or notes).

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None.

ITEM 13. EXHIBITS.

(a) The following documents are filed as part of this report.

      1. FINANCIAL STATEMENTS

         FINANCIAL STATEMENTS                                               Page
         --------------------                                               ----

         Independent Auditors' Report                                        F-1
         Balance Sheets                                                      F-2
         Statements of Operations                                            F-3
         Statement of Changes in Stockholders' Equity                        F-4
         Consolidated Statements of Cash Flows                               F-5
         Notes to Financial Statements                                       F-6


                                       16
<PAGE>

      2. FINANCIAL STATEMENT SCHEDULES

The following  financial  statement  schedules  required by  Regulation  S-X are
included  herein.  All schedules are omitted  because they are not applicable or
the required information is shown in the financial statements or notes thereto.

      3. EXHIBITS

EXHIBIT NUMBER    DESCRIPTION
---------------   -----------

3.1               Certificate of Incorporation of Baroque Corporation (1)

3.2               Bylaws of Baroque Corporation (1)

4.1               Specimen Stock Certificate of Baroque Corporation (2)

10.1              Agreement  with an  effective  date of  June 7,  1999  between
                  Baroque Corporation and TPG Capital Corporation (2)

10.2              Letter  Agreement  dated  October  13,  1999  between  Baroque
                  Corporation and TPG Capital Corporation (2)

31.1              Certification  of Chief  Executive  Officer  pursuant  to Rule
                  13a-14 and Rule  15d-14(a),  promulgated  under the Securities
                  and Exchange Act of 1934, as amended.*

31.2              Certification  of Chief  Financial  Officer  pursuant  to Rule
                  13a-14 and Rule  15d-14(a),  promulgated  under the Securities
                  and Exchange Act of 1934, as amended.*

32.1              Certification of Chief Executive  Officer pursuant to pursuant
                  to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906
                  of the Sarbanes-Oxley Act of 2002*

32.2              Certification of Chief Financial  Officer pursuant to pursuant
                  to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906
                  of the Sarbanes-Oxley Act of 2002*

99.1              Correspondence  dated  November 4, 1999 from Lee W. Cassidy to
                  Peggy Fisher (Securities and Exchange Commission)(2)

 *    Filed herewith.
(1)   Filed as an exhibit to a  registration  statement  on Form 10-SB  filed on
      June 17, 1999.
(2)   Filed as an exhibit to a registration  statement on Form 10-SB  originally
      filed on June 17, 1999 and as amended on November 8, 1999.


                                       17
<PAGE>

                               BAROQUE CORPORATION
                  (A WHOLLY-OWNED SUBSIDIARY OF QUIK-PIX, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002

                                    CONTENTS

                                                                      PAGE
                                                                      ----

INDEPENDENT AUDITORS' REPORT                                          F-1

BALANCE SHEETS AS OF DECEMBER 31, 2003 AND 2002                       F-2

STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
DECEMBER 31, 2003 AND 2002 AND FOR THE PERIODS FROM
JUNE 7, 1999 (INCEPTION) THROUGH DECEMBER 31, 2003                    F-3

STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE PERIOD FROM JUNE 7, 1999 (INCEPTION) TO
DECEMBER 31, 2003                                                     F-4

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED
DECEMBER 31, 2003 AND 2002 AND FOR THE PERIOD FROM
JUNE 7, 1999 (INCEPTION) TO DECEMBER 31, 2003                         F-5

NOTES TO FINANCIAL STATEMENTS                                         F-6 - F-10
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors of:
Baroque Corporation

We have audited the  accompanying  balance  sheets of Baroque  Corporation  (the
"Company") (a wholly-owned  subsidiary of Quik-Pix, Inc. and a development stage
company)  as of  December  31,  2003  and  2002 and the  related  statements  of
operations,  changes in  stockholder's  equity and cash flows for the years then
ended and for the period from June 7, 1999  (inception)  to December  31,  2003.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

We  conducted  our  audits  in  accordance  with  the  standards  of the  Public
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Baroque Corporation (a wholly-owned
subsidiary of Quik-Pix, Inc. and a development stage company) as of December 31,
2003 and 2002,  and the  results  of its  operations  and its cash flows for the
years  ended  December  31,  2003 and 2002 and for the period  from June 7, 1999
(inception)  to December 31, 2003,  in  conformity  with  accounting  principles
generally accepted in the United States of America.


WEINBERG & COMPANY, P.A.

Boca Raton, Florida
September 3, 2004


                                      F-1
<PAGE>

                               BAROQUE CORPORATION
                  (A WHOLLY-OWNED SUBSIDIARY OF QUIK-PIX, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                     ASSETS
                                                                           DECEMBER 31,    DECEMBER 31,
                                                                              2003             2002
                                                                           ------------    ------------
<S>                                                                        <C>             <C>
CURRENT ASSETS
Cash                                                                       $      1,565    $        146
                                                                           ------------    ------------
     Total Current Assets                                                         1,565              --
                                                                           ------------    ------------
TOTAL ASSETS                                                               $      1,565    $        146
                                                                           ============    ============

                      LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES
Due to Quik-Pix, Inc.                                                      $      1,419    $         --
                                                                           ------------    ------------
     Total Current Liabilities                                                    1,419              --
                                                                           ------------    ------------
TOTAL LIABILITIES                                                          $      1,419    $         --
                                                                           ============    ============

STOCKHOLDER'S EQUITY
Preferred Stock, $.0001 par value,
 20,000,000 shares authorized, no shares
 issued and outstanding                                                              --              --
Common Stock, $.0001 par value, 100,000,000 shares authorized,
 5,000,000 shares issued and outstanding                                            500             500
Additional paid-in capital                                                        4,830           4,830
Deficit accumulated during development stage                                     (5,184)         (5,184)
                                                                           ------------    ------------
     Total Stockholder's Equity                                                     146             146
                                                                           ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                                 $      1,565    $        146
                                                                           ============    ============
</TABLE>

                 See accompanying notes to financial statements.


                                       F-2
<PAGE>

                               BAROQUE CORPORATION
                  (A WHOLLY-OWNED SUBSIDIARY OF QUIK-PIX, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                         FOR THE
                                                                                       PERIOD FROM
                                                            FOR THE        FOR THE     JUNE 7, 1999
                                                           YEAR ENDED    YEAR ENDED   (INCEPTION) TO
                                                          DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                                              2003          2002           2003
                                                          ------------   -----------    -----------
<S>                                                       <C>            <C>            <C>
Revenues                                                  $         --   $        --    $        --

Expenses
   Executive services contributed by president                      --            --          3,500
   Organization expense                                             --            --            580
   Professional fees                                                --            --            750
   Miscellaneous expenses                                           --           354            354
                                                          ------------   -----------    -----------
     Total Expenses                                                 --           354          5,184
                                                          ------------   -----------    -----------

NET LOSS                                                  $         --   $      (354)   $    (5,184)
                                                          ============   ===========    ===========

NET LOSS PER SHARE-BASIC AND DILUTED                      $        --    $        --
                                                          ===========    ===========

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING-BASIC AND
DILUTED                                                     5,000,000      5,000,000
                                                          ===========    ===========
</TABLE>

                 See accompanying notes to financial statements.


                                       F-3
<PAGE>

                               BAROQUE CORPORATION
                  (A WHOLLY-OWNED SUBSIDIARY OF QUIK-PIX, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
        FOR THE PERIOD FROM JUNE 7, 1999 (INCEPTION) TO DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                                                                          Deficit
                                                                                        Accumulated
                                                                          Additional      During
                                                   Common Stock Issued     Paid-In      Development
                                                    Stock      Amount      Capital         Stage         Total
                                                  ---------------------   ---------     -----------    ---------
<S>                                               <C>         <C>         <C>           <C>            <C>
Common stock issuance                             5,000,000   $     500   $      --     $      --      $     500

Fair value of services and expenses contributed          --          --       4,830            --          4,830

Net loss, December 31, 1999                              --          --          --        (4,830)        (4,830)

Net loss, December 31, 2000                              --          --          --            --             --

Net loss, December 31,2001                               --          --          --            --             --
                                                  ---------   ---------   ---------     -----------    ---------

Balance, December 31, 2001                        5,000,000         500       4,830        (4,830)           500

Net loss, December 31, 2002                              --          --          --          (354)          (354)
                                                  ---------   ---------   ---------     -----------    ---------

Balance, December 31, 2002                        5,000,000         500       4,830        (5,184)           146

Net loss, December 31, 2003                              --          --          --            --             --
                                                  ---------   ---------   ---------     -----------    ---------

BALANCE, DECEMBER 31, 2003                        5,000,000   $     500   $   4,830     $  (5,184)     $     146
                                                  =========   =========   =========     ===========    =========
</TABLE>

                 See accompanying notes to financial statements.


                                       F-4
<PAGE>

                               BAROQUE CORPORATION
                  (A WHOLLY-OWNED SUBSIDIARY OF QUIK-PIX, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                  FOR THE PERIOD
                                                                                       FROM
                                                      FOR THE YEAR  FOR THE YEAR   JUNE 7, 1999
                                                          ENDED        ENDED      (INCEPTION) TO
                                                      DECEMBER 31,  DECEMBER 31,   DECEMBER 31,
                                                          2003         2002            2003
                                                      ------------  ------------  --------------
<S>                                                   <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

 Net Loss                                             $         --  $       (354) $       (5,184)
                                                      ------------  ------------  --------------

CASH FLOWS FROM INVESTING ACTIVITIES:                           --            --              --
                                                      ------------  ------------  --------------

CASH FLOWS FROM FINANCING ACTIVITIES:

     Due to related party                                    1,419            --           1,419
                                                      ------------  ------------  --------------

          Net Cash Provided By Financing Activities          1,419            --           1,419
                                                      ------------  ------------  --------------

INCREASE (DECREASE) IN CASH                                  1,419          (354)         (3,765)

CASH - BEGINNING OF PERIOD                                     146           500           5,330
                                                      ------------  ------------  --------------

CASH - END OF PERIOD                                  $      1,565  $        146  $        1,565
                                                      ============  ============  ==============
</TABLE>

                 See accompanying notes to financial statements.


                                       F-5
<PAGE>

                               BAROQUE CORPORATION
                  (A WHOLLY-OWNED SUBSIDIARY OF QUIK-PIX, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      (A) ORGANIZATION AND BUSINESS OPERATIONS

      Baroque   Corporation  ("the  Company")  (A  wholly-owned   subsidiary  of
      Quik-Pix,  Inc  and a  development  stage  company)  was  incorporated  in
      Delaware  on June 7,  1999 to  serve as a  vehicle  to  effect  a  merger,
      exchange of capital stock, asset acquisition or other business combination
      with a domestic or foreign  private  business.  At December 31, 2003,  the
      Company  had not yet  commenced  any formal  business  operations  and all
      activity to date relates to the Company's formation.  The Company's fiscal
      year end is December 31.

      The  Company's  ability  to  operate  is  contingent  upon its  ability to
      identify  a  prospective  target  business  and raise the  capital it will
      require through the issuance of equity securities,  debt securities,  bank
      borrowings or a combination thereof.

      (B) DEVELOPMENT STAGE ENTERPRISE

      As of December 31,  2003,  Baroque  Corporation  was a  development  stage
      company as defined in Statement of Financial Accounting Standards ("SFAS")
      No. 7, "Accounting and Reporting by Development  Stage  Enterprises."  The
      Company  devoted  substantially  all of its efforts to its formation.  All
      losses  accumulated  since  inception  are  considered to be a part of the
      Company's development stage activities.

      (C) USE OF ESTIMATES

      The  preparation of the 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.


                                       F-6
<PAGE>

                               BAROQUE CORPORATION
                  (A WHOLLY-OWNED SUBSIDIARY OF QUIK-PIX, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2003

      (D) CASH

      Cash consists of cash on deposit held by financial institutions.

      (E) CONCENTRATION OF CREDIT RISK

      The Company places its cash with high quality financial institutions,  and
      at times may exceed the Federal  Deposit  Insurance  Corporation  $100,000
      insurance  limit.  As of December  31, 2003 and 2002,  the Company did not
      have any uninsured cash.

      (F) LOSS PER COMMON SHARE

      The Company reports  earnings (loss) per share in accordance with SFAS No.
      128, "Earnings per Share." Basic earnings (loss) per share are computed by
      dividing  income (loss)  available to common  shareholders by the weighted
      average number of common shares available.

      (G) INCOME TAXES

      The  Company  accounts  for income  taxes under the  Financial  Accounting
      Standards Board of Financial Accounting Standards No. 109, "Accounting for
      Income Taxes" ("Statement  109").  Deferred tax assets and liabilities are
      measured  using enacted tax rates  expected to apply to taxable  income in
      the  years  in  which  those  temporary  differences  are  expected  to be
      recovered  or settled.  Under  Statement  109,  the effect on deferred tax
      assets and liabilities of a change in tax rates is recognized in income in
      the period that  includes  the  enactment  date.  There were no current or
      deferred  income tax expense or benefits due to the Company not having any
      material operations for the period ending December 31, 2003 and 2002.

      (H) FAIR VALUE OF FINANCIAL INSTRUMENTS

      For the Company's  financial  instruments,  including  cash,  the carrying
      amounts approximate fair value.


                                       F-7
<PAGE>

                               BAROQUE CORPORATION
                  (A WHOLLY-OWNED SUBSIDIARY OF QUIK-PIX, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2003

      (I) RECENT ACCOUNTING PRONOUNCEMENTS

      In April 2003,  the FASB issued SFAS 149 - "Amendment  of Statement 133 on
      Derivative  Instruments and Hedging  Activities",  effective for contracts
      entered into  ormodified  after June 30, 2003,  except as stated below and
      for hedging  relationships  designated  after June 30, 2003.  In addition,
      except as stated below, all provisions of this Statement should be applied
      prospectively.  The  provisions of this Statement that relate to Statement
      133  Implementation  Issues that have been  effective for fiscal  quarters
      that  began  prior to June 15,  2003,  should  continue  to be  applied in
      accordance with their respective effective dates.

      In addition,  paragraphs 7(a) and 23(a), which relate to forward purchases
      or sales of  when-issued  securities or other  securities  that do not yet
      exist,  should be applied to both  existing  contracts  and new  contracts
      entered into after June 30, 2003. The Company does not participate in such
      transactions, however, is evaluating the effect of this new pronouncement,
      if any, and will adopt FASB 149 within the prescribed time.

      In May 2003, the FASB issued SFAS 150 - "Accounting for Certain  Financial
      Instruments  with   Characteristics   of  both  Liabilities  and  Equity",
      effective for financial instruments entered into or modified after May 31,
      2003,  and  otherwise is effective at the  beginning of the first  interim
      period beginning after June 15, 2003. This Statement establishes standards
      for how an issuer  classifies and measures certain  financial  instruments
      with  characteristics  of both liabilities and equity. It requires that an
      issuer  classify a freestanding  financial  instrument  that is within its
      scope as a liability  (or an asset in some  circumstances).  Many of those
      instruments were previously  classified as equity.  Some of the provisions
      of  this  Statement  are  consistent   with  the  current   definition  of
      liabilities  in FASB  Concepts  Statement  No. 6,  Elements  of  Financial
      Statements. The Company is evaluating the effect of this new pronouncement
      and will adopt FASB 150 within the prescribed time.

      In January 2003,  (as revised in December  2003) The Financial  Accounting
      Standards Board ("FASB") issued  Interpretation No. 46,  "Consolidation of
      Variable Interest  Entities",  an  interpretation  of Accounting  Research
      Bulletin ("ARB") No. 51, entity;


                                       F-8
<PAGE>

                               BAROQUE CORPORATION
                  (A WHOLLY-OWNED SUBSIDIARY OF QUIK-PIX, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2003

      (ii) the  equity  investors  lack one or more of the  following  essential
      characteristics  of  a  controlling  financial  interest:  the  direct  or
      indirect ability to make decisions about the entities  activities  through
      voting rights or similar rights;  or the obligation to absorb the expected
      losses of the entity if they occur, which makes it possible for the entity
      to finance  its  activities;  the right to receive the  expected  residual
      returns of the entity if they  occur,  which is the  compensation  for the
      risk of absorbing the expected losses.

      Interpretation No. 46, as revised,  also requires expanded  disclosures by
      the primary  beneficiary (as defined) of a variable interest entity and by
      an  enterprise  that holds a significant  variable  interest in a variable
      interest entity but is not the primary beneficiary.

      Interpretation  No. 46, as revised,  applies to small business  issuers no
      later than the end of the first reporting  period that ends after December
      15,  2004.   This   effective   date  includes  those  entities  to  which
      Interpretation  46 had  previously  been  applied.  However,  prior to the
      required  application of Interpretation  No. 46, a public entity that is a
      small business issuer shall apply Interpretation 46 or this Interpretation
      to those  entities that are considered to be  special-purpose  entities no
      later  than as of the end of the first  reporting  period  that ends after
      December 15, 2003.

      Interpretation   No.   46   may   be   applied    prospectively   with   a
      cumulative-effect  adjustment  as of the date on which it is first applied
      or by restating  previously  issued  financial  statements for one or more
      years with a cumulative-effect adjustment as of the beginning of the first
      year restated.

      In March 2004, the U.S. Securities and Exchange Commission's Office of the
      Chief  Accountant  and the Division of Corporate  Finance  released  Staff
      Accounting  bulletin  ("SAB") No. 105 "Loan  Commitments  Accounted for as
      Derivative  Instruments".  This bulletin contains specific guidance on the
      inputs  to a  valuation-recognition  model  to  measure  loan  commitments
      accounted  for at fair value,  and requires  that  fair-value  measurement
      include only differences  between the guaranteed interest rate in the loan
      commitment and market  interest rate,  excluding any expected  future cash
      flows related to the customer relationship or loan servicing. In addition,
      SAB  105  requires  the  disclosure  of the  accounting  policy  for  loan
      commitments,  including  methods and assumptions used to estimate the fair
      value of loan commitments, and any associated hedging strategies.


                                       F-9
<PAGE>

                               BAROQUE CORPORATION
                  (A WHOLLY-OWNED SUBSIDIARY OF QUIK-PIX, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2003

      SAB 105 is effective for derivative instruments entered into subsequent to
      March 31,  2004 and  should  also be applied to  existing  instruments  as
      appropriate.  The Company has not yet completed its evaluation of SAB 105,
      but does not anticipate a material impact on the financial statements.

NOTE 2 STOCKHOLDER'S EQUITY

      (A) PREFERRED STOCK

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

      (B) COMMON STOCK

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

      On March 21,  2000,  pursuant to an agreement  and plan of  reorganization
      (the "Acquisition"),  Quik-Pix,  Inc. ("QPI") acquired all the outstanding
      shares of common stock of Baroque Corporation from the shareholder thereof
      in exchange for an aggregate of 410,510  shares of common stock of QPI. As
      a result, Baroque became a wholly-owned subsidiary of QPI. The Acquisition
      was  effective  on  March  22,  2000  and was  intended  to  qualify  as a
      reorganization  within the meaning of Section 368(A)(1)(b) of the Internal
      Revenue Code of 1986, as amended.

      (C) ADDITIONAL PAID-IN CAPITAL

      Additional  paid-in capital at December 31,2003  represents the fair value
      of services  contributed to the Company by its president and the amount of
      organization  and  professional  costs incurred by TPG Capital (the former
      owner of the Company) on behalf of the Company.


                                      F-10
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

We appointed  Weinberg & Company P.A. to serve as its  independent  auditors for
the years ended December 31, 2003 and 2002. We have not retained the services of
any other independent auditors.

During 2003 and 2002, Weinberg & Company,  P.A. provided no auditing services to
us, and accrued fees owed to Weinberg & Company, P.A. by us are as follows:

AUDIT FEES

 2003            2002
------          ------
$0.00           $0.00

AUDIT RELATED FEES

 2003            2002
------          ------
$0.00           $0.00

Audit  Fees and Audit  Related  Fees  consist of fees  billed  for  professional
services  rendered  for auditing our  financial  statements,  reviews of interim
financial  statements  included in  quarterly  reports,  services  performed  in
connection  with other  filings with the  Securities & Exchange  Commission  and
related  comfort  letters  and other  services  that are  normally  provided  by
Weinberg & Company P.A in connection  with statutory and  regulatory  filings or
engagements.

TAX FEES

 2003            2002
------          ------
$0.00           $0.00

Tax Fees consists of fees billed for professional services for tax compliance,
tax advice and tax planning. These services include assistance regarding
federal, state and local tax compliance and consultation in connection with
various transactions and acquisitions.

ALL OTHER FEES

 2003            2002
------          ------
$0.00           $0.00


                                       18
<PAGE>

SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

BAROQUE CORPORATION


By:  /s/
     -----------------------------------
     Stephen J. Fryer
     Chief Executive Officer, Director
     Date: December 9, 2004

In  accordance  with the  Securities  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.


By:  /s/
     -----------------------------------
     Stephen J. Fryer
     (Principal Executive Officer)
     Director
     Date: December 9, 2004


By:  /s/
     -----------------------------------
     Robert Dietrich
     (Principal Financial Officer and Principal Accounting Officer)
     Date: December 9, 2004


By:  /s/
     -----------------------------------
     John Capezzuto
     Director
     Date: December 9, 2004


                                       19