UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-KSB

  [ X ]    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXHANGE ACT
                                     OF 1934

                   For the Fiscal Year ended December 31, 2004

  [   ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                             EXHANGE ACT OF 1934 for
                   the transition period from  _____ to _____


                        Commission File Number: 333-88278

                                LUCY'S CAFE, INC.
          (Name of small business issuer as specified in its charter)

                 NEVADA                             88-0476779
   (State or other jurisdiction of   (I.R.S. Employer Identification Number)
    incorporation or organization)

                     2050 RUSSETT WAY, CARSON CITY, NV 89703
                     (Address of principal executive offices)

                                  760-944-9215
                           (Issuer's telephone number)

Securities  registered  under  Section  12(b)  of  the  Exchange  Act:  NONE

Securities  registered  under  Section  12(g)  of  the  Exchange  Act:  NONE

Check  whether  the  issuer  (1)  has  filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the preceding 12 months (or for
such  shorter period that the issuer 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  the  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.  [  x   ]

There  is  currently  no  public  market  for  the  registrant's  common  stock.
Therefore,  the  aggregate  market  value of the stock is deemed to be $-0-.  At
December  31, 2004 there were 5,470,000 shares of common stock of the registrant
outstanding,  par  value  $0.001.

The  issuer's  revenue  for  its  most  recent  fiscal  year  was:  $73,311.

Documents  Incorporated  by  Reference:  None.

Transitional  Small  Business  Disclosure  Format:  Yes  [   ]  No  [  X  ]


<PAGE>

<TABLE>
<CAPTION>


                                           FORM 10-KSB
                                        LUCY'S CAFE, INC.
                                              INDEX

                                                                                             Page

<S>       <C>                                                                                <C>
PART I .  Item 1.  Description of Business                                                      3

          Item 2.  Description of Property                                                      5

          Item 3.  Legal Proceedings                                                            5

          Item 4.  Submission of Matters to a Vote of Security Holders                          5

PART II.  Item 5.  Market for Common Equity and Related Stockholder Matters                     5

          Item 6.  Management's Discussion and Analysis or Plan of Operation                    5

          Item 7.  Financial Statements                                                         6

          Item 8.  Changes In and Disagreements with Accountants on Accounting and
          Financial Disclosure                                                                  7

          Item 8A.  Controls and Procedures                                                     7

PART III  Item 9.  Directors, Executive Officers, Promoters and Control Persons; Compliance
          with Section 16(a) of the Exchange Act                                                7

          Item 10.  Executive Compensation                                                      8

          Item 11.  Security Ownership of Certain Beneficial Owners and Management              9

          Item 12.  Certain Relationships and Related Transactions                             10

          Item 13.  Exhibits and Reports on Form 8-K                                           10

          Item 14.  Principal Accountant Fees and Services                                     11

          Signatures                                                                           12
</TABLE>

(Inapplicable  items  have  been  omitted)


                                        2
<PAGE>

                                     PART I


ITEM  1.  DESCRIPTION  OF  BUSINESS

FORWARD-LOOKING  STATEMENT  NOTICE

When  used  in  this  report,  the  words "may," "will," "expect," "anticipate,"
"continue,"  "estimate,"  "project,"  "intend,"  and  similar  expressions  are
intended  to  identify  forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of  1934  regarding events, conditions, and financial trends that may affect the
Company's  future plans of operations, business strategy, operating results, and
financial  position.  Persons  reviewing  this  report  are  cautioned  that any
forward-looking  statements  are  not  guarantees  of future performance and are
subject to risks and uncertainties and that actual results may differ materially
from those included within the forward-looking statements as a result of various
factors.

OUR  BUSINESS

Lucy's Cafe, Inc. was incorporated in the State of Nevada on October 30, 2000 to
acquire  and  operate Lucy's Place, a restaurant located in downtown Sacramento,
California.  On  March  13,  2001 we acquired Lucy's Place for $103,079 in cash.
The  restaurant  and  our  principal  offices  are  located  at  500  I  Street,
Sacramento,  California 95814.  Our business is managed by Manijeh Shahvaran and
her  nephew,  Zagros  Shahvaran.  Our  fiscal  year  ends  on  December  31.

Lucy's  Place is one block north of Sacramento's Downtown Plaza in the center of
the  financial  district.  We  are  within  walking distance of numerous hotels,
shopping  centers  and  the  California  State  Capitol.  Our restaurant is also
accessible  by  trolley,  light  rail or bus.  Our primary clientele consists of
office  workers,  professionals, and government employees who work downtown.  We
also  attract  service  and  retail  industry  employees,  shoppers and tourists
visiting  Sacramento.

ACQUISITION  OR  DISPOSITION  OF  ASSETS

In  June  2004,  the Company entered a Bill of Sale with Sil Kim and Yun Ae Kim,
both  unrelated  parties,  under  which  Lucy's  agreed  to  sell the inventory,
fixtures,  equipment,  and  Lucy's  Cafe  business  name.  As consideration, the
manager  of  the restaurant entered into a Covenant Not to Compete and the buyer
agreed  to pay $80,000, which was placed in escrow and was subsequently released
to Lucy's on August 14, 2004. The sale of Lucy's restaurant assets is considered
closed  as of that date. The buyers intend to operate Lucy's cafe, a restaurant,
at  its  existing  location  at  500  I  Street,  Sacramento, California, 95814.

Although  Lucy's intends to pursue another restaurant business interest, we will
not restrict our search to any particular industry or geographical area and may,
therefore,  engage  in essentially any business in any industry.  The Company is
currently  exploring  new  opportunities  in  accordance  with  the  non-compete
covenant  they  entered  into  with  the buyer of their previous restaurant. The
Company may choose to buy an existing, operational restaurant or obtain space to
open  a  new  restaurant  outside  the  agreed  upon  non-compete  area.

Lucy's  intends to seek, investigate, and if warranted, acquire an interest in a
business opportunity.  Our management has unrestricted discretion in seeking and
participating  in  a  business  opportunity, subject to the availability of such
opportunities,  economic  conditions  and  other  factors.

The  selection  of a business opportunity in which to participate is complex and
extremely  risky  and will be made by management in the exercise of its business
judgment.  There  is  no  assurance that we will be able to identify and acquire
any  business  opportunity  which  will ultimately prove to be beneficial to the
Company  and  its  shareholders.

Our activities are subject to several significant risks which arise primarily as
a  result  of  the  fact that Lucy's has no specific business and may acquire or
participate  in a business opportunity based on the decision of management which
will,  in  all  probability,  act  without the consent, vote, or approval of our
shareholders.


                                        3
<PAGE>

SOURCES  OF  OPPORTUNITIES

We  anticipate  that  business  opportunities  may  arise  from various sources,
including  our  officers  and  directors,  professional  advisers,  securities
broker-dealers,  venture  capitalists,  members  of the financial community, and
others  who  may  present  unsolicited  proposals.

We  will  seek potential business opportunities from all known sources, but will
rely  principally on the personal contacts of our officers and directors as well
as  indirect  associations  between  them  and  other  business and professional
people.  Although  we do not anticipate engaging professional firms specializing
in  business  acquisitions  or  reorganizations,  such  firms may be retained if
management  deems  it  in our best interests.  In some instances, we may publish
notices  or advertisements seeking a potential business opportunity in financial
or  trade  publications.

CRITERIA

We  will  not  restrict  our  search  to  any  particular  business, industry or
geographical  location.  Lucy's  may  acquire  or  enter  into a business in any
industry  and  in  any  stage  of  development.  This  may include a business or
opportunity  involving  a  "start  up"  or  new  company.  In seeking a business
venture,  management's  decision  will  not  be controlled by an attempt to take
advantage  of  an  anticipated  or  perceived  appeal  of  a  specific industry,
management  group,  or  product or industry, but will be based upon the business
objective  of  seeking  long-term  capital appreciation in the real value of the
Company.

In  analyzing  prospective business opportunities, management will consider such
matters  as the available technical, financial and managerial resources; working
capital  and  other  financial  requirements; the history of operations, if any;
prospects  for  the  future; the nature of present and expected competition; the
quality  and  experience  of  management services which may be available and the
depth  of  the  management;  the  potential for further research, development or
exploration;  the  potential for growth and expansion; the potential for profit;
the  perceived  public recognition or acceptance of products, services, trade or
service  marks,  name  identification;  and  other  relevant  factors.

Generally,  management  will  analyze all available factors in the circumstances
and  make  a  determination  based  upon a composite of available facts, without
reliance  upon  any  single  factor  as  controlling.

METHODS  OF  PARTICIPATION  OF  ACQUISITION

Specific  business  opportunities  will  be  reviewed  and, on the basis of that
review,  the  legal structure or method of participation deemed by management to
be  suitable will be selected.  Such structures and methods may include, but are
not  limited to, leases, purchase and sale agreements, licenses, joint ventures,
other  contractual  arrangements,  and  may  involve a reorganization, merger or
consolidation  transaction.  The  Company may act directly or indirectly through
an  interest  in  a  partnership,  corporation,  or  other form of organization.

PROCEDURES

As  part  of  the  ongoing investigation of business opportunities, officers and
directors  may  meet  personally  with  management and key personnel of the firm
sponsoring  the  business  opportunity,  visit  and inspect material facilities,
obtain  independent  analysis  or  verification of certain information provided,
check  references  of management and key personnel, and conduct other reasonable
measures.

Management  will  generally  request  that it be provided with written materials
regarding  the  business  opportunity  containing such items as a description of
product, service and company history; management resumes; financial information;
available  projections  with  related  assumptions upon which they are based; an
explanation  of proprietary products and services; evidence of existing patents,
trademarks  or  service  marks  or rights thereto; present and proposed forms of
compensation  to  management;  a  description  of  transactions  between  the
prospective  entity  and  its  affiliates;  relevant  analysis  of  risks  and
competitive  conditions;  a  financial  plan  of operation and estimated capital
requirements;  and  other  information  deemed  relevant.


                                        4
<PAGE>

COMPETITION

We  expect  to  encounter  substantial  competition  in our efforts to acquire a
business opportunity.  The primary competition is from other companies organized
and  funded  for  similar  purposes,  small  venture  capital  partnerships  and
corporations,  small  business  investment  companies  and  wealthy individuals.

EMPLOYEES

We  do  not  currently  have  any  employees.   We  rely upon the efforts of our
officers  and  directors  to  conduct  our  business.

ITEM  2.  DESCRIPTION  OF  PROPERTY

We  do  not  currently  own  or  lease  any property.  Following the sale of our
business,  we  utilized  office  space  in  the residence of our officer, Zagros
Shavaran,  at  no  cost.  Until  we  pursue  a  viable  business opportunity and
recognize  income,  we  will  not  seek  independent  office  space.

ITEM  3.  LEGAL  PROCEEDINGS

To  the  best  of  our  knowledge no legal proceedings are threatened or pending
against  Lucy's  or  any  of  our  officers  or directors.  Further, none of our
officers,  directors  or  affiliates  are  parties  against  Lucy's  or have any
material  interests  in  actions  that  are  adverse  to  our  interests.

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

In  June 2004, the Company received shareholder approval by written consent of a
majority  of  shareholders  authorizing  the  sale  of  the Company's restaurant
business.  The  actions  were  approved  by  written  consent  of  shareholders
representing  63%  of  the  votes  entitled  to  be  cast.

                                     PART II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

There  is  currently  no  public  market  for  our  common  stock.

As  of  December  31,  2004,  there were approximately 38 shareholders of record
holding  5,470,000  shares  of  common  stock.  The  holders of common stock are
entitled to one vote for each share held of record on all matters submitted to a
vote  of stockholders. Holders of the common stock have no preemptive rights and
no  right  to convert their common stock into any other securities. There are no
redemption  or  sinking  fund  provisions  applicable  to  the  common  stock.

We  have  not  paid,  nor declared, any dividends since our inception and do not
intend  to  declare any such dividends in the foreseeable future. Our ability to
pay dividends is subject to limitations imposed by Nevada law. Under Nevada law,
dividends  may  be  paid  to  the  extent that a corporation's assets exceed its
liabilities  and  it  is  able  to pay its debts as they become due in the usual
course  of  business.

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

RESULTS  OF  OPERATIONS  FOR  THE  YEARS  ENDED  DECEMBER  31,  2004  AND  2003

The Company had revenue of $73,311 from continuing operations for the year ended
December  31,  2004  compared  to  $154,814  for  the  same period of 2003.  The
reduction  in  revenue was due to the Company selling its business operations in
August  of 2004 and decreased sales, in comparison to the prior year, during the
months before the sale.  Costs and operating expenses were $165,270 for the year
ended  December  31,  2004  compared to $204,674 for the year ended December 31,
2003.  Costs  and  expenses  consisted  of  cost  of  sales  $21,160, restaurant


                                        5
<PAGE>

operating  expenses  $54,392  and general and administrative expenses of $89,718
for  the  year  ended  December  31,  2004.  The  cost  of  sales and restaurant
operating  expenses  were significantly lower in 2004 than 2003 due to decreased
sales  and to the sale of our business.  However, our general and administrative
costs  were $89,718 for the year ended December 2004 compared to $27,924 for the
year  ended  December  2003.  The  increase  during 2004 is mainly attributed to
compensation paid.  Interest expense was $5,025 for the year ended 2004 compared
to  $3,633  for the year ended 2003.  At December 31, 2004 we had a gain on sale
of  asset  in  the  amount  of  $78,276.

As  a result of the foregoing factors, we realized a net loss for the year ended
December 31, 2004 of $18,708 compared to $53,493 for the year ended December 31,
2003.

RESULTS  OF  OPERATIONS  FOR  THE  YEARS  ENDED  DECEMBER  31,  2003  AND  2002

The  Company had $154,814 in sales from continuing operations for the year ended
December  31,  2003  compared  to  $194,334  in sales from continuing operations
during  the  year  ended  December 31, 2002. Management had anticipated revenues
similar  to those of 2002 in 2003, however, our revenues decreased significantly
for  the  year.  We  believe the significant decrease in revenue during 2003 was
largely  attributable  to  California's financial crisis. During the past twelve
months,  many  businesses  in  downtown  Sacramento  have  reduced operations or
closed.  This  has  resulted  in high office vacancies, which have significantly
diminished  our client base of repeat customers.  We anticipate that the economy
will  eventually rebound and our revenues will return to previous levels, but we
cannot predict when this will occur or precisely what the impact on our business
will  be.

The  cost  of  sales  for  2003  was  $52,405 compared to $63,363 in 2002 and is
attributable  to  the  decline in business we suffered from what we believe were
the  effects  of  California's  financial  crisis  on  our client base of repeat
customers.  In  2003,  operating  expenses  totaled $124,345 and were similar to
operating  expenses  of  $122,493  in  2002.  Other  expenses  included interest
expenses  during  2003 of $3,632 compared to $2,525 during 2002. Total costs and
operating  expenses  were  $204,675  for 2003 compared to higher total costs and
expenses  of  $275,459  for 2002.  The difference in total operating expenses is
largely  due  to  a  one-time impairment of goodwill expense in 2002 of $53,319.

As  a result of the foregoing factors, we realized a net loss of $53,493 for the
year ended December 31, 2003 compared to net loss of $83,650 in 2002. During the
past  two  years,  our  average  revenues  have  been  approximately  $175,000.

CAPITAL  RESOURCES  AND  LIQUIDITY

At December 31, 2004, we had total assets of $2,696 consisting of $1,096 in cash
and  $1,600  in  other assets.  Our liabilities consisted of $26,942 in accounts
payable,  $11,435  in  accrued  liabilities and $59,010 notes payable to related
parties,  for  total  liabilities  of  $97,387.

We  anticipate  that  our  operating expenses for the next twelve months will be
approximately $5,000.  We will require additional capital to continue operations
and  seek a new business opportunity.  During the past two years, we have relied
on  advances  and  loans  from executive officers and shareholders to supplement
revenues.  We  expect  to  receive  sufficient  loans  and/or  advances from our
executive  officers  and/or  shareholders  to  continue  operations for the next
twelve  months  should  additional funds be necessary, however, we currently owe
approximately $59,010 to related parties for loans and advances and there are no
agreements or understandings that additional funding will be forthcoming.  If we
do  not  secure  sufficient loans and/or advances to fund our operations, we may
sell  common  stock  or  explore  other  debt  financing  strategies.

Our auditors have expressed concern that the Company has experienced losses from
operations  and negative cash flows from operations since its acquisition of the
restaurant.  We  have  negative  working  capital  and  a  capital deficiency at
December  31,  2004.  They  opined that these conditions raise substantial doubt
about  our  ability  to  continue  as  a  going  concern.

ITEM  7.  FINANCIAL  STATEMENTS

The  financial  statements  of  the  Company  appear  at  the end of this report
beginning  with  the  Index  to  Financial  Statements  on  Page  14.


                                        6
<PAGE>

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

None.

ITEM  8A.  CONTROLS  AND  PROCEDURES

(a)     Evaluation  of  Disclosure  Controls  and  Procedures.  The  Company's
management,  with the participation of the chief executive officer and the chief
financial  officer,  carried  out  an  evaluation  of  the  effectiveness of the
Company's  "disclosure,  controls  and procedures" (as defined in the Securities
Exchange  Act  of 1934 (the "Exchange Act") Rules 13a-15(3) and 15-d-15(3) as of
the  end  of  the  period covered by this annual report (the "Evaluation Date").
Based  upon that evaluation, the chief executive officer and the chief financial
officer  concluded  that,  as  of the Evaluation Date, the Company's disclosure,
controls  and procedures are effective, providing them with material information
relating  to  the Company as required to be disclosed in the reports the Company
files  or  submits  under  the  Exchange  Act  on  a  timely  basis.

(b)     Changes  in  Internal  Control  over Financial Reporting.  There were no
changes  in  the  Company's internal controls over financial reporting, known to
the chief executive officer or the chief financial officer, that occurred during
the period covered by this report that has materially affected, or is reasonably
likely  to  materially  affect,  the  Company's  internal control over financial
reporting.

ITEM  8B.  OTHER  INFORMATION

There  are  no  further  disclosures.  All  information  that was required to be
disclosed  in  a  Form  8-K  during the fourth quarter, 2004 has been disclosed.

                                    PART III

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

A  list  of our current officers and directors appears below.  The directors are
elected annually by the shareholders.  They do not presently receive any fees or
other remuneration for their services as directors, although they are reimbursed
for  expenses associated with attending meetings of the board of directors.  The
board  of  directors  appoints  our  officers.

The  Company  has  no audit committee financial expert, as defined under Section
228.401, serving on its audit committee because it has no audit committee and is
not  required  to have an audit committee because it is not a listed security as
defined  in  Section  240.10A-3.

On  August 13, 2004 the Company's Chief Financial Officer, Zagros Shahvaran paid
consideration  of  $200  to  the  Company's  Chief  Executive  Officer,  Manijeh
Shahvaran  for  all  3,450,000  shares of her beneficially owned common stock in
Lucy's  Cafe. The 3,450,000 shares represent 63.1% of the issued and outstanding
shares  of  the  Company's  common  stock.  Upon  completion of the transaction,
Manijeh  Shahvaran  resigned  as  Chief  Executive  Officer and Zagros Shahvaran
became  the  sole  Officer  and  Director  of  the  Company.

The  following  table sets forth the name, age, position and office term of each
executive  officer  and  director  of  the  Company.

<TABLE>
<CAPTION>


Name                      Age     Position          Since
------------------------  ---  --------------  ----------------
<S>                       <C>  <C>             <C>
Zagros Shahvaran . . . .   29  Director, CEO,  October 20, 2000
                               CFO, Secretary
</TABLE>

ZAGROS  SHAHVARAN,  DIRECTOR, CHIEF FINANCIAL OFFICER, SECRETARY/TREASURER.  Mr.
Shahvaran  has been an officer and director of Lucy's Cafe, Inc. since inception
in 2000.  Mr. Shahvaran attended MTI Business College in Sacramento, California,
where he majored in computer science.  From May 1997 to April 2001, he worked as


                                        7
<PAGE>

a  business  advisor  and consultant with Monterey Ventures, Inc.  From April of
1996  to  the  present  Mr. Shahvaran has provided consulting services for small
businesses  focusing  on  business  plan  development,  computer  technology and
account  management.

On  March  8,  2005, the Company sold 10,000,000 shares of its restricted common
stock,  par  value $.001, for $10,000 to Ms. Samaya Ryon.  The Company relied on
an exemption from registration pursuant to Section 4.2 of the Securities Act and
Regulation  D,  Rule  506  to effect the transaction.  There were no commissions
paid.

Subsequent  to  the  date  of  this  report,  on March 8, 2005, the Company sold
10,000,000  shares  of  its  restricted common stock, par value $.001, to Samaya
Ryon.  The  total  purchase  price  was  $10,000  along with the cancellation of
2,460,000  shares  of  common  stock held in the name of Zagros Shahvaran.  This
transaction  places  Ms.  Ryon  in  a  position  of  control  holding 77% of the
Company's  issued  and outstanding stock.  As a result of the change in control,
on  March  8,  2005,  Mr.  Zagros  Shahvaran  appointed Ms. Ryon to the board of
directors  and as sole officer of the Company.  Mr. Shahvaran then resigned as a
director  and  officer  of  the  Company.

SAMAYA  RYON.  Since November 2003, Ms. Samaya Ryon is an independent consultant
for  business  administration,  liaison  and  coordination.  From  October  2001
through  October  2003, Ms. Ryon was employed as a Licensed Sales Assistant with
Canaccord  Capital  Corporation  where she performed client relations for retail
and  corporate  clients  including  trading  and  documentation, coordination of
financings  and liaison functions.  From November 1998 to October 2001, Ms. Ryon
was  the  office  manager  for  Global  Financial  where  she  coordinated  and
administered  accounting  and  banking  for  U.S.  public  companies.

The  Company  has  no audit committee financial expert, as defined under Section
228.401, serving on its audit committee because it has no audit committee and is
not  required  to have an audit committee because it is not a listed security as
defined  in  Section  240.10A-3.

ITEM  10.  EXECUTIVE  COMPENSATION

We  have  no  formal  compensation  agreements  or employment contracts with our
executive  officers.  In 2001, we agreed to pay Manijeh Shahvaran $12,000 a year
for  managing our restaurant operations.  Due to cash flow restrictions, in 2002
we  revised our informal agreement to compensate Manijeh Shahvaran up to $12,000
per  year  on  an  as-needed  basis  with payment to be made as the services are
performed.  In  2004  $12,603  of  the  accrued compensation was paid to Manijeh
Shahvaran.  In  addition, $32,397 was paid to Manijeh Shahvaran in compensation.
Directors  do  not  receive any fees for services on the Board of Directors, but
are  reimbursed  for  their  expenses  for  each  meeting  they  attend.

Executive  compensation  for  the  past  three  years  is  as  follows:

<TABLE>
<CAPTION>


SUMMARY  COMPENSATION  TABLE


                                                                             Long Term Compensation
                                          Annual Compensation                 Awards            Payouts
                                      -------------------------------  -----------------------  -------
                                                                                    Securities
                                                              Other     Restricted  Underlying
Name and                      Year                           Annual       Stock     Options/    LTIP     All Other
Principal Position           Ended     Salary     Bonus)     Compen-)   Awards )    SARs (#)    Payouts  Compensa-
                                       ($)        ($)        sation($)    ($)                   ($)      tion ($)
<S>                        <C>         <C>        <C>        <C>        <C>         <C>         <C>      <C>

Manijeh Shahvaran (1) . .    12/31/04     45,000       -0-        -0-         -0-          -0-     -0-       -0-
  Chief Executive Officer    12/31/03     12,000       -0-        -0-         -0-          -0-     -0-       -0-
  and Director. . . . . .    12/31/02      6,058       -0-        -0-         -0-          -0-     -0-       -0-


Zagros Shahvaran. . . . .    12/31/04        -0-       -0-         -0-        -0-          -0-     -0-       -0-
  Chief Executive Officer    12/31/03        -0-       -0-         -0-        -0-          -0-     -0-       -0-
  Chief Financial Officer    12/31/02        -0-       -0-         -0-        -0-          -0-     -0-       -0-
   and Director . . . . .
</TABLE>


                                        8
<PAGE>

(1)  Accrued but unpaid compensation from inception through December 31, 2001 of
     $12,604  and  for the year ended December 31, 2003 of $4,599 is included in
     the  balance  sheets  of the Financial Statements under the caption accrued
     liabilities to a related party. The amount due is unsecured and no interest
     or  repayment  terms  have  been  established.

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

The  following  table  sets  forth  as  of  December  31,  2004,  the number and
percentage  of the 5,470,000 shares of outstanding common stock which, according
to  the information supplied to the Company, were beneficially owned by (i) each
person  who  is  currently  a  director,  (ii) each executive officer, (iii) all
current directors and executive officers as a group and (iv) each person who, to
our knowledge, is the beneficial owner of more than 5% of the outstanding common
stock.  Except  as otherwise indicated, the persons named in the table have sole
voting  and  dispositive  power  with  respect to all shares beneficially owned,
subject  to  community  property  laws  where  applicable.

<TABLE>
<CAPTION>


NAME & ADDRESS                         TITLE OF CLASS   NUMBER OF    PERCENTAGE OF SHARES
                                                          SHARES      BENEFICIALLY OWNED
                                                       BENEFICIALLY
                                                          OWNED
<S>                                    <C>             <C>           <C>

Zagros Shahvaran (1). . . . . . . . .  Common             3,460,000                 63.25%
500  I Street
Monterey, CA  93940

Gary McAdam (2) . . . . . . . . . . .  Common               515,000                   9.4%
6041 S. Syracuse Way Suite 307
Englewood, CO  80111

Natalie Shahvaran . . . . . . . . . .  Common               385,000                   7.0%
2251 San Diego Ave.
Suite B-275
San Diego, CA  92110

USA Ventures. . . . . . . . . . . . .  Common               300,000                  5.48%
P. O. Box 3512
Englewood, CO  80155

Nina Kravchenko(3). . . . . . . . . .  Common               276,400                  5.05%
1359 Ahlrich Avenue
Encinitas, CA  92024


All directors and executive officers.  Common             3,460,000                 63.25
 as a group (1 person)
</TABLE>


     (1)  Officer  and  director.
     (2)  Gary McAdam owns a total of 515,000 shares. 100,000 shares are held by
          him directly. The balance of the shares are held by entities owned and
          controlled by Gary McAdam. Fortune Seekers, Inc. holds 150,000 shares,
          GJM  Trading  Partners Ltd holds 250,000 shares, Growth Ventures, Inc.
          Pension  Plan  and Trust holds 7,500 shares, and Growth Ventures, Inc.
          Profit  Sharing  Plan  and  Trust  holds  7,500  shares
     (3)  Nina  Kravchenko holds 26,400 shares in her name and 250,000 shares in
          the  name  of  Cyprus  Living  Trust  of which she is beneficial owner


                                        9
<PAGE>

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

As  of  December  31, 2004, we owed GJM Trading Partners, Ltd., a shareholder of
the Company, $25,000 for a loan made in May 2004.  The note is payable on demand
and  carries  an  interest  rate  at  12%  per  annum.

As  of  December  31,  2004,  companies  controlled  by one of our shareholders,
Natalie  Shahvaran, has loaned us $33,550 to help pay general and administrative
expenses.  The loans are payable on demand and carry interest rates ranging from
10%  to  12  %  per annum. Management believes the terms of these loans are more
favorable  to  the  company  than  those  that  would  be  available  through an
independent  third  party.

From  January  1,  2001  through  December  31, 2003 we have paid a shareholder,
Natalie Shahvaran, for consulting services relating to acquiring our restaurant,
filing  a  registration statement on Form SB-2, and performing other general and
administrative services.  We paid Natalie Shahvaran $6,058 during the year ended
December  31,  2002  and  $6,938  during  the  year ended December 31, 2001.  No
payments  were  made  to  Ms.  Shahvaran  during  2004.

For  the  year  ended December 31, 2004 we paid $45,000 to Manijeh Shahvaran for
ongoing  services.


ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

<TABLE>
<CAPTION>


     a)   Exhibits


EXHIBIT NUMBER   TITLE                                                   LOCATION

<S>              <C>                                                     <C>
3(i)             Articles of Incorporation*                              SB-2 filed May 15,
                                                                         2002

3(ii)            Bylaws*                                                 SB-2 filed May 15,
                                                                         2002

14               Code of Ethics**                                        Form 10-KSB filed
                                                                         April 4, 2004

31               Certification of the Principal Executive Officer and    Attached
                 Principal Financial Officer pursuant to Section 302 of
                 the Sarbanes-Oxley Act of 2002

32               Certification of the Principal Executive Officer and    Attached
                 Principal Financial Officer pursuant to U.S.C. Section
                 1350 as adopted pursuant to Section 906 of the
                 Sarbanes-Oxley Act of 2002***


                                       10
<PAGE>

<FN>


*  Incorporated  by  reference.  Filed  as  exhibit  to  SB-2  filed  May  15,  2002.

**Incorporated  by  reference.  Filed  as  exhibit  to  2003  10-KSB  filed  April 4, 2004.

***The  Exhibit  attached  to  this Form 10-KSB shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject
to  liability  under  that section, nor shall it be deemed incorporated by reference in any
filing  under  the  Securities  Act  of  1933,  as  amended, or the Exchange Act, except as
expressly  set  forth  by  specific  reference  in  such  filing.
</TABLE>


     b)   Reports  on  Form  8-K

On  March  8,  2005,  the  Company  filed  a  Form  8-K  reporting  Items  3.02,
Unregistered  Sales  of Equity, 5.01, Changes in Control of Registrant, and 5.02
Change  of  Directors/Principal  Officers.


ITEM  14.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

Audit  Fee
----------

The aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal account for the audit of Lucy's Cafe's annual
financial statement and review of financial statements included in Lucy's Cafe's
10-QSB  reports  and  services normally provided by the accountant in connection
with  statutory  and  regulatory  filings or engagements were $20,500 for fiscal
year  ended  2003  and  $18,964  for  fiscal  year  ended  2004.

Audit-Related  Fees
-------------------

There  were no fees for other audit related services for fiscal year ended 2004.

Tax  Fees
---------

The  aggregate fees billed in each of the last two fiscal years for professional
services  rendered  by  the principal accountant for tax compliance, tax advice,
and  tax planning $905 for fiscal year ended 2003 and $905 for fiscal year ended
2004.

All  Other  Fees
----------------

There were no other aggregate fees billed in either of the last two fiscal years
for  products  and services provided by the principal accountant, other than the
services  reported  above.

We do not have an audit committee currently serving and as a result our board of
directors  performs  the  duties  of an audit committee.  Our board of directors
will evaluate and approve in advance, the scope and cost of the engagement of an
auditor before the auditor renders audit and non-audit services.  We do not rely
on  pre-approval  policies  and  procedures.


                                       11
<PAGE>

                                   SIGNATURES

In  accordance  with  the  Exchange Act, the registrant caused this report to be
signed  on  its  behalf  by  the  undersigned  thereunto  duly  authorized.

                                   LUCY'S  CAFE,  INC.


Date:  April  14,  2004            By:  /s/  Samaya  Ryon
                                   ----------------------------------
                                   Samaya  Ryon
                                   Principal  Executive  Officer  and
                                   Principal  Financial  Officer



In  accordance  with  the Exchange Act, this report has been signed below by the
following  persons  on behalf of the registrant and in the capacities and on the
dates  indicated.




Date:  April  14,  2004            By:  /s/  Samaya  Ryon
                                   ----------------------
                                   Samaya  Ryon
                                   Sole  Director


                                       12
<PAGE>

                                LUCY'S CAFE, INC.





            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                                      AND
                              FINANCIAL STATEMENTS





                           DECEMBER 31, 2004 AND 2003



                            HANSEN, BARNETT & MAXWELL
                           A Professional Corporation
                          CERTIFIED PUBLIC ACCOUNTANTS


                                       13
<PAGE>

<TABLE>
<CAPTION>


                                LUCY'S CAFE, INC.
                                TABLE OF CONTENTS



                                                                        PAGE
<S>                                                                      <C>
Report of Independent Registered Public Accounting Firm . . . . . . . .  F-2

Balance Sheets - December 31, 2004 and 2003 . . . . . . . . . . . . . .  F-3

Statements of Operations for the Years Ended December 31, 2004 and 2003  F-4

Statements of Stockholders' Deficiency for the Years Ended
  December 31, 2003 and 2004. . . . . . . . . . . . . . . . . . . . . .  F-5

Statements of Cash Flows for the Years Ended December 31, 2004 and 2003  F-6

Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . .  F-7
</TABLE>





                                       F-1
<PAGE>

       HANSEN, BARNETT & MAXWELL

       A  Professional  Corporation         Registered with the Public Company
      CERTIFIED  PUBLIC  ACCOUNTANTS           Accounting Oversight Board

     5  Triad  Center,  Suite  750
     Salt  Lake  City,  UT  84180-1128          an independent member of
        Phone:  (801)  532-2200                       BAKER TILLY
         Fax:  (801)  532-7944                        INTERNATIONAL
            www.hbmcpas.com


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To  the  Board  of  Directors  and  the  Stockholders
Lucy's  Cafe,  Inc.


We  have audited the balance sheets of Lucy's Cafe, Inc. as of December 31, 2004
and 2003, and the related statements of operations, stockholders' deficiency and
cash  flows  for  the  years  then  ended.  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 Company
Accounting  Oversight  Board  (U.S).  Those  standards  require that we plan and
perform  the  audit  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 Lucy's Cafe, Inc. as of December
31,  2004 and 2003, and the results of its operations and its cash flows for the
years then ended, in conformity with accounting principles generally accepted in
the  United  States  of  America.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.  As  discussed in Note 1 to the financial
statements,  the  Company  has suffered recurring losses from operations and has
had  negative  cash  flows from operating activities.  At December 31, 2004, the
Company had a working capital deficiency and a capital deficiency. These factors
raise  substantial  doubt  about  the  Company's  ability to continue as a going
concern.  Management's  plans regarding these matters are also described in Note
1.  The  financial  statements  do not include any adjustments that might result
from  the  outcome  of  this  uncertainty.


                                   HANSEN,  BARNETT  &  MAXWELL

Salt  Lake  City,  Utah
January  19,  2005


                                       F-2
<PAGE>

<TABLE>
<CAPTION>

                                LUCY'S CAFE, INC.
                                 BALANCE SHEETS


December 31,                                                         2004        2003
-----------------------------------------------------------------------------------------
<S>                                                                <C>         <C>

ASSETS

CURRENT ASSETS
Cash                                                               $   1,096   $   2,687
Inventory                                                                  -       5,065
Pre paid taxes                                                         1,600           -
-----------------------------------------------------------------  ----------  ----------
TOTAL CURRENT ASSETS                                                   2,696       7,752
-----------------------------------------------------------------  ----------  ----------


Property and Equipment                                                     -       7,037
Less: Accumulated depreciation                                             -      (6,152)
-----------------------------------------------------------------  ----------  ----------
NET PROPERTY AND EQUIPMENT                                                 -         885
-----------------------------------------------------------------  ----------  ----------


NON-COMPETE AGREEMENT, net of accumulated amortization of $0
  and $9,443, respectively                                                 -         557
DEPOSIT                                                                    -      11,811
-----------------------------------------------------------------  ----------  ----------
TOTAL ASSETS                                                       $   2,696   $  21,005
=================================================================  ==========  ==========

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
Accounts payable                                                   $  26,942   $  12,629
Accrued liabilities                                                   11,435      21,696
Accrued liabilities to a related party                                     -      17,203
Note payable - current maturities                                          -      20,000
Notes payable to related parties                                      59,010      25,460
-----------------------------------------------------------------  ----------  ----------
TOTAL CURRENT LIABILITIES                                             97,387      96,988
-----------------------------------------------------------------  ----------  ----------


STOCKHOLDERS' EQUITY (DEFICIENCY)
Common stock - par value $0.001 per share; 50,000,000
shares authorized; 5,470,000 shares issued and outstanding             5,470       5,470
Additional paid - in capital                                         148,550     148,550
Accumulated deficit                                                 (248,711)   (230,003)
-----------------------------------------------------------------  ----------  ----------
TOTAL STOCKHOLDERS' DEFICIENCY                                       (94,691)    (75,983)
-----------------------------------------------------------------  ----------  ----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                     $   2,696   $  21,005
=================================================================  ==========  ==========
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                       F-3
<PAGE>

<TABLE>
<CAPTION>

                               LUCY'S CAFE , INC.
                            STATEMENTS OF OPERATIONS

For the years ending December 31,             2004         2003
-----------------------------------------  -----------  -----------
<S>                                        <C>          <C>

REVENUE                                    $   73,311   $  154,814
-----------------------------------------  -----------  -----------

COSTS AND OPERATING EXPENSES
Cost of food and beverage sales                21,160       52,405
Restaurant operating expenses                  54,392      124,345
General and administrative expense             89,718       27,924
-----------------------------------------  -----------  -----------
TOTAL COSTS AND OPERATING EXPENSES            165,270      204,674
-----------------------------------------  -----------  -----------
NET LOSS FROM OPERATIONS                      (91,959)     (49,860)

INTEREST EXPENSE                               (5,025)      (3,633)
GAIN ON SALE OF ASSETS                         78,276            -
-----------------------------------------  -----------  -----------

NET LOSS                                   $  (18,708)  $  (53,493)
=========================================  ========================

LOSS PER COMMON SHARE                      $    (0.00)  $    (0.01)
=========================================  ========================

WEIGHTED-AVERAGE NUMBER OF SHARES USED IN
  PER SHARE CALCULATION                     5,470,000    5,470,000
=========================================  ========================
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                       F-4
<PAGE>

<TABLE>
<CAPTION>

                                LUCY'S CAFE, INC.
                     STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2004



                                                ADDITIONAL                    TOTAL
                               COMMON STOCK      PAID-IN    ACCUMULATED    STOCKHOLDERS'
                             ------------------
                              SHARES    AMOUNT   CAPITAL    DEFICIT          DEFICIENCY
                             ---------  -------  ---------  ------------  ---------------
<S>                          <C>        <C>      <C>        <C>           <C>

BALANCE - DECEMBER 31, 2002  5,470,000  $ 5,470  $148,550   $ (176,510)   $   (22,490)
===========================  =========  =======  =========  ============  ===============

Net loss                             -        -         -      (53,493)       (53,493)
---------------------------  ---------  -------  ---------  ------------  ---------------

BALANCE - DECEMBER 31, 2003  5,470,000  $ 5,470  $148,550   $ (230,003)   $   (75,983)
===========================  =========  =======  =========  ============  ===============

Net loss                             -        -         -      (18,708)       (18,708)
---------------------------  ---------  -------  ---------  ------------  ---------------

BALANCE - DECEMBER 31, 2004  5,470,000  $ 5,470  $148,550   $ (248,711)   $   (94,691)
===========================  =========  =======  =========  ============  ===============
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                       F-5
<PAGE>

<TABLE>
<CAPTION>


                               LUCY'S CAFE , INC.
                            STATEMENTS OF CASH FLOWS


For the years ended December 31,                      2004       2003
--------------------------------------------------  ---------  ---------
<S>                                                 <C>        <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                            $(18,708)  $(53,493)
Gain on Sale of Assets                               (78,276)         -
Adjustments to reconcile net loss to net cash used
  in operating activities:
  Depreciation                                           885      2,138
  Amortization                                           557      3,333
  Exit costs paid                                       (132)         -
  Pre paid expenses                                   (1,600)         -
  Changes in operating assets and liabilities:
    Inventory                                             80       (151)
    Accounts Payable                                 (17,203)     8,778
    Accrued liabilities                                8,087      5,938
    Accrued liabilities to a related party            14,313      4,599
--------------------------------------------------  ---------  ---------
NET CASH USED IN OPERATING ACTIVITIES                (91,997)   (28,858)
--------------------------------------------------  ---------  ---------

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from lease deposit refund                     5,811          -
Proceeds from sale of operating asset                 71,045          -
--------------------------------------------------  ---------  ---------
NET CASH PROVIDED BY INVESTING ACTIVITIES             76,856          -
--------------------------------------------------  ---------  ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on related party notes payable   (20,000)          -
Proceeds from related party notes payable             33,550     24,630
--------------------------------------------------  ---------  ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES             13,550     24,630
--------------------------------------------------  ---------  ---------

NET DECREASE IN CASH                                  (1,591)    (4,228)

CASH AT BEGINNING OF PERIOD                            2,687      6,915
--------------------------------------------------  ---------  ---------

CASH AT END OF PERIOD                               $  1,096   $  2,687
==================================================  =========  =========

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest                              $  1,000   $  1,500
==================================================  =========  =========
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                       F-6
<PAGE>

LUCY'S  CAFE,  INC.
NOTES  TO  FINANCIAL  STATEMENTS
DECEMBER  31,  2004  AND  2003

NOTE  1  -  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

ORGANIZATION  AND  NATURE  OF OPERATIONS - Lucy's Cafe, Inc. (the "Company") was
incorporated  on  October  30,  2000  in  the  State  of  Nevada.  The Company's
operations are located in Sacramento, California and consisting of a restaurant,
which provided a limited food menu for breakfast and lunch to the patrons in the
downtown  area.  The operating assets consisting of the Lucy's Place restaurant,
were  sold  on  July  7,  2004  as  described  more  fully  in  Note  5.

USE  OF  ESTIMATES  - The preparation of financial statements in conformity with
accounting  principles  generally  accepted  in  the  United  States  of America
requires  management  to make estimates and assumptions that affect the reported
amounts  of  assets  and  liabilities,  disclosure  of  contingent  assets  and
liabilities  and  the  reported  amounts  of  revenues  and  expenses during the
reporting  period.  Actual  results  could  differ  from  those  estimates.

BUSINESS CONDITION - The accompanying financial statements have been prepared on
a  going  concern  basis,  which  contemplates the realization of assets and the
satisfaction  of  liabilities  in the normal course of business. The Company has
experienced losses from operations and negative cash flows from operations since
its  acquisition of the restaurant of which it has now disposed. It has negative
working  capital and a capital deficiency at December 31, 2004. These conditions
raise  substantial  doubt  about  the  Company's  ability to continue as a going
concern. Management plans to finance the administrative costs through continuing
loans  from  related  parties.  During, the year ended December 31, 2004 related
parties  have  provided  $33,550  to  fund  administration costs, although their
continuing  ability  to fund administrative activities cannot be assured. During
August  2004,  the Company received $71,045, net of selling costs, from the sale
of  its  restaurant  operating assets.  The Company now has no source of ongoing
revenue.  In  order  to  reach  profitable  operations  management  will need to
successfully  find  a  business  activity  in  which  to engage, in which it can
successfully  market  its  product  and  manage effectively to obtain profitable
operations.  Management  cannot  assure  the  ultimate  success  of these plans.

REVENUE  RECOGNITION - Revenues resulted from sales of food products at the time
of  the  sale.

INCOME  TAXES - Deferred income taxes are recorded based on operating loss carry
forwards  and  rent  accruals  are measured using the enacted tax rates and laws
that  will be in effect when the operating loss carryforwards are expected to be
realized.

PROPERTY,  EQUIPMENT,  AND DEPRECIATION - Property and equipment are recorded at
cost.  Maintenance,  repairs,  and  minor replacements are charged to expense as
incurred.  When  depreciable assets are retired, sold, or otherwise disposed of,
the  cost and related accumulated depreciation are removed from the accounts and
the  resulting  gain  or loss is reflected in earnings. Depreciation of property
and  equipment  is  calculated  by  using  the straight-line method. Depreciable
estimated  useful  lives are three to five years.  Depreciation expense was $885
and  $2,138  for  the  years  ended  December  31,  2004 and 2003, respectively.

BASIC  LOSS  PER  COMMON  SHARE  -  Basic  loss  per common share is computed by
dividing  net  loss  by the weighted-average number of common shares outstanding
during  each  period.  There  were  no  potentially  issuable  common  shares
outstanding.


                                      F-7
<PAGE>

LUCY'S  CAFE,  INC.
NOTES  TO  FINANCIAL  STATEMENTS
DECEMBER  31,  2004  AND  2003

NOTE  2  -  NON-COMPETE  AGREEMENT

At  the  time the Company purchased Lucy's Place restaurant during 2001, $10,000
of  the  purchase price was allocated to a non-compete agreement with the former
owner of Lucy's Place.  The non-compete prohibits the former owner from engaging
in  a  similar  business  within  five  miles  for  a  period  of  three  years.
Accordingly,  the non-compete agreement was amortized over three years, the life
of  the  agreement.  The  carrying  amount of the non-compete intangible and the
related  amortization  expense  were  as  follows:


<TABLE>
<CAPTION>

For the years ended, December 31,   2004     2003
---------------------------------  -------  -------
<S>                                <C>      <C>
Gross carrying amount              $10,000  $10,000
Accumulated amortization            10,000    9,443
---------------------------------  -------  -------
NET CARRYING AMOUNT                $     -  $   557
=================================  =======  =======
PERIOD EXPENSE RECOGNIZED          $   557  $ 3,333
=================================  =======  =======
</TABLE>

NOTE  3  -  RELATED  PARTY  TRANSACTIONS

During  operations,  the Company compensated a majority shareholder for services
provided  in  day-to-day  management  of the restaurant operations. Compensation
expense  has  been  charged  to  operations  as incurred, with $7,020 charged to
operations  for  the six months ended June 30, 2004 (the date operations ceased)
and  $12,000  for  the  year  ended  December  31,  2003.  Accrued  but  unpaid
compensation of $0 and $17,203 is included in the balance sheets at December 31,
2004  and December 31, 2003, respectively, under the caption accrued liabilities
to  a  related  party.  The  amount  due  was  paid  during  2004.

During  2003  and  2004 the Company borrowed from shareholders to meet operating
requirements.  The  resulting notes are due on demand, unsecured, and carry 8 to
12 percent annual interest rates. Principal balances of notes payable to related
parties  were  $59,010  and  $25,460 at December 31, 2004 and December 31, 2003,
respectively.  No  repayment  terms  have  been  established.

NOTE  4  -  INCOME  TAXES

The  Company  has paid no federal or state income taxes since its incorporation.
As  of  December 31, 2004, the Company had net operating loss carry forwards for
federal  income  tax  reporting  purposes  of  $211,572
which,  if  unused,  will  expire  between  2022 and 2023. The tax effect of the
operating loss carry forwards and temporary differences at December 31, 2004, is
as  follows:


<TABLE>
<CAPTION>

For the years ended, December 31,    2004       2003
---------------------------------  ---------  ---------
<S>                                <C>        <C>

Operating loss carry forward       $ 83,850   $ 76,671
Accrued Rent                              -      4,460
Valuation allowance                 (83,850)   (81,131)
---------------------------------  ---------  ---------
TOTAL DEFERRED TAX ASSET           $      -   $      -
=================================  =========  =========
</TABLE>


                                      F-8
<PAGE>

LUCY'S  CAFE,  INC
NOTES  TO  FINANCIAL  STATEMENTS
DECEMBER  31,  2004  AND  2003

The following is a reconciliation of the income taxes computed using the federal
statutory  rate  to  the  provision  for  income  taxes:

<TABLE>
<CAPTION>

For the years ended December 31,       2004       2003
-----------------------------------  ---------  ---------
<S>                                  <C>        <C>

Tax at federal statutory rate (34%)  $ (6,361)  $(18,188)
State tax benefit                        (617)    (1,765)
Change in valuation allowance           6,978     19,953
-----------------------------------  ---------  ---------
PROVISION FOR INCOME TAXES           $      -   $      -
===================================  =========  =========
</TABLE>

NOTE  5  -  SALE  OF  BUSINESS  ASSETS

On May 21, 2004, the Company's board of directors decided to sell its restaurant
operating  assets.  In  June  2004, the Company entered a Bill of Sale agreement
with  an  unrelated  party  under  which  Lucy's  agreed  to sell the inventory,
fixtures,  equipment,  and  Lucy's  Cafe  business  name.  As consideration, the
Company  transferred inventory, fixed assets, a lease obligation, the manager of
the  restaurant  entered  into a covenant not to compete and the buyer agreed to
pay  $80,000.  On  July  1, 2004, the Company vacated the location and the buyer
negotiated  a  lease,  relieving  Lucy's  from the accrued lease obligation, and
began  operating  the restaurant. Exit costs include $6,000 of lease deposit not
recovered,  and  miscellaneous costs. On August 14, 2004 Lucy's received $80,000
from  the  sale and recognized a gain on the sale of operating assets of $78,276
net of settlement expense.  The following table shows the calculated gain on the
sale:


<TABLE>
<CAPTION>

<S>                                                 <C>
Inventory                                           $  4,985
Property and equipment                                 7,037
Accumulated depreciation on property and equipment    (7,037)
Accrued lease obligation                             (18,348)
--------------------------------------------------  ---------
NET LIABILITIES SOLD                                  13,363
Exit costs                                            (6,132)
Proceeds, less selling costs of $8,955                71,045
--------------------------------------------------  ---------
GAIN ON SALE OF OPERATING ASSETS                      78,276
==================================================  =========
</TABLE>

Because Lucy's has no other operating activity, the operations of the restaurant
are  not  separable and therefore the results of operations of Lucy's Place as a
discontinued  operation  are  not  presented.

NOTE  6  -  LEASE  COMMITMENTS

The  Company leased its operating facilities with an initial term of five years,
beginning  January 2001, plus a renewal option of an additional five years. As a
result  of the sale of the restaurant assets as described in Note 5, a new lease
between  the  buyers  and  the  Company's landlord has been contractually formed
releasing  the Company from future obligation pertaining to this operating lease
and resulting in a write down of the lease obligation and refund of a portion of
the  lease  deposit.  The  termination  of  the lease obligation and the partial
refund  of  the  deposit  were  included in the gain on sale of operating assets
during  the  third  quarter.


                                      F-9
<PAGE>

LUCY'S  CAFE,  INC
NOTES  TO  FINANCIAL  STATEMENTS
DECEMBER  31,  2004  AND  2003

Rent was charged to restaurant operating expense on a straight-line basis during
each  annual  period  where contractual increases effected rent payments. Rental
expense  for  the  year ended December 31, 2004 and 2003 was $26,279 and $71,239
respectively.

NOTE  7  -  SUBSEQUENT  EVENTS  (UNAUDITED)

On  March  8, 2005, the Company sold 10,000,000 shares of its common stock to an
unrelated  party  for $10,000 cash proceeds, or $0.001 per share.  Additionally,
the  company  canceled  2,460,000  shares  of  common  stock  held by the former
president.  This  transaction  places  the  purchaser  in  a position of control
holding 77 percent of the Company's issued and outstanding stock, and results in
a  change  in  control  of  the  Company.

As  a  result  of  the change in control, on March 8, 2005, the purchaser became
sole  director  and  sole  officer  of  the  Company.




                                      F-10
<PAGE>