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, 2003

        [   ]     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)

(Address  of  principal  executive offices) 500 I STREET, SACRAMENTO, CALIFORNIA
95814

(Issuer's  telephone  number)  (916)  721-1145

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  is 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.  [    ]

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
March  11,  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:  $154,814.

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                                                         8

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

          Item 8A.  Controls and Procedures                                                     8

PART III  Item 9.  Directors, Executive Officers, Promoters and Control Persons; Compliance
          with Section 16(a) of the Exchange Act                                                8

          Item 10.  Executive Compensation                                                      9

          Item 11.  Security Ownership of Certain Beneficial Owners and Management             10

          Item 12.  Certain Relationships and Related Transactions                             11

          Item 13.  Exhibits and Reports on Form 8-K                                           12

          Item 14.  Principal Accountant Fees and Services                                     13

          Signatures                                                                           14
</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.

Our  restaurant  occupies  2,412  square  feet on the ground floor of a 22-story
office building.  The dining room accommodates 73 people with additional seating
for  32  people  on our patio.  Lucy's kitchen is equipped with commercial grade
appliances,  walk-in  freezers,  a  modern  hood  system and fire extinguishers.

Lucy's  Place  is a full-service restaurant in a casual dining atmosphere, which
is  intended  to  fill  a  market  niche  between  the fine-dining and fast food
segments  of  the restaurant industry.  We differ from fast food restaurants and
delis  by  offering  quick,  efficient and friendly table service at competitive
prices in a more comfortable setting.  We rely on repeat customers and strive to
provide  the  personal  service  that  is frequently absent at larger restaurant
chains  and  fast  food  eateries.

Our  diner-style  menu  features traditional American food as well as California
cuisine  emphasizing  fresh  produce and seasonal specials.  Breakfast items are
available throughout the day and account for nearly half of the entrees we sell.
We  frequently  update  our  menu  and  offer  special  menus  for  holidays and
promotional events.  We also offer take-out food, fresh baked goods and catering
services.

We have established a consistent clientele in downtown Sacramento.  We intend to
continue  providing  excellent  customer  service  and  using  sound  restaurant


                                        3
<PAGE>

management  practices to increase our existing business.  We also hope to expand
our  catering  services  to  supplement  our  restaurant  operations.

Business management strategies we have used in the past and will continue to use
include  the  following:

     -    Focusing  on  Customer  Satisfaction.
     -    Offering  Competitive  Pricing.
     -    Building  Relationships  with  Suppliers.
     -    Hiring  and  Retaining  Qualified  Personnel.
     -    Reducing  food  costs  and  operating  expenses.

MARKETING  AND  ADVERTISING

It  has been our experience that the most effective advertising is word of mouth
referrals.  Most of our guests are repeat customers who come in for breakfast or
lunch several times a month.  We strive to provide attentive service, fresh food
and  reasonable  prices  to  our  guests  so  they  will refer their friends and
associates  to  our  cafe.

We  also  promote  our business through marketing efforts specifically targeting
Sacramento's  downtown  business community.  In particular, we work closely with
the  Downtown Sacramento Partnership ("DSP"), a nonprofit organization dedicated
to  improving  Sacramento's central business district.  Information about Lucy's
Place  and  other Sacramento small businesses is available at the DSP website at
www.downtownsac.org.  Our  restaurant  is  also  listed  on
www.sacramentocitysearch.com.

In addition to these activities, we periodically advertise in local and regional
dining  and  entertainment  publications. We believe these marketing efforts are
adequate  to  meet  our  current  promotional  needs.

COMPETITION

Downtown  Sacramento  is  home  to  several local, regional and nationally based
restaurants.  Locally  owned  competitors  include Adorno's Catering & Deli, the
13th  Street  Cafe  and  J's  Cafe.  National  and  regionally based competitors
include Carrow's Restaurant, Applebees and Village Inn.  Many of our competitors
are  significantly  larger  than us and have substantially greater resources for
advertising  and  marketing.  We  believe  that  our  reputation  for offering a
selection  of  moderately  priced  quality  food,  our  well  established  local
identity, central location, customer service and comfortable atmosphere allow us
compete  successfully.

GOVERNMENTAL  REGULATION

Restaurants  are  subject  to many laws and ordinances including state and local
health regulations and state and federal labor regulations.  We intend to comply
with  all  laws  and regulations governing the food service industry.  We do not
anticipate  that complying with these regulations will have a significant impact
on  our  business.


                                        4
<PAGE>

EMPLOYEES

We  hire  restaurant staff on an as-needed, hourly basis.  We currently have six
full-time  and  two  part-time  employees.

ITEM  2.  DESCRIPTION  OF  PROPERTY

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 restaurant occupies 2,412 square feet on the
ground  floor  of  a  22-story office building.  The dining room accommodates 73
people  with  additional  seating for 32 people on our patio.  Lucy's kitchen is
equipped  with  commercial  grade  appliances,  walk-in  freezers, a modern hood
system  and  fire  extinguishers.

ITEM  3.  LEGAL  PROCEEDINGS

Management  is  not  aware  of  any  other  current or pending legal proceedings
involving  Lucy's  Cafe  or  our  officers  or  directors.

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

No  matters  were  submitted  to  a  vote  of security holders during the period
covered  by  this  report.

                                     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,  2003,  there were approximately 36 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  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


                                        5
<PAGE>

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.

RESULTS  OF  OPERATIONS  YEARS  ENDED  DECEMBER  31,  2002  AND  2001

Sales during the year ended December 31, 2002 were $194,334 compared to sales of
$188,010  for  the  year ended December 31, 2001.  The increase in sales in 2002
was  due to operating our restaurant for a full year.  Total costs and operating
expenses  were  $275,459  consisting  of  $63,363  in  food  and beverage costs,
$122,493 in restaurant operating expenses, $53,319 in impairment of goodwill and
general  and  administrative  expenses  of  $36,284.  General and administrative
expenses  in  2002  consisted  mainly of accounting, legal and professional fees
associated  with  ongoing  operations.  Interest expense during 2002 was $2,525.
As  a result of these factors, we realized a net loss of $83,650 during the year
ended  December 31, 2002 compared with a net loss of $87,284 for 2001.  Based on
revenues  reported  by  the previous owners of Lucy's Place, we could reasonably
expect  future  revenues to remain fairly consistent at $190,000 to $200,000 per
year.  However,  due  to our brief operating history, it is difficult to provide
substantial  analysis  of  trends  that  could affect our results of operations.

During  the  year  ended  December  31, 2001, we had sales of $188,010.  Cost of
sales  were  $78,975  and  operating  expenses consisting mainly of salaries and
lease  payments  were $117,725.  We also had general and administrative expenses
of  $71,369.  The  largest  portion  of  general  and  administrative  expenses
consisted  of professional fees incurred in acquiring our cafe in March of 2001.
Additional  general  and  administrative expenses consisted of accounting, legal
and  professional  fees associated with filing a registration statement with the
SEC  on  Form  SB-2.  We also had interest expense of $7,225 during this period.
As  a result of these factors, we realized a net loss of $87,284 during the year
ended  December  31,  2001.

CAPITAL  RESOURCES  AND  LIQUIDITY

At  December 31, 2003 our total assets were $7,752.  Current assets consisted of
$2,687  in  cash  and  $5,065  in  inventory.  Property  and  equipment  after
accumulated  depreciation  was  $885.  Other  assets included a $557 non-compete
agreement  net of accumulated amortization with the former owner of Lucy's Place
and  a  security  deposit  of  $11,811.

Total  current  liabilities  at  December  31,  2003  were $96,988 consisting of
$12,629  in current accounts payable, $21,696 in accrued liabilities, $17,203 in
accrued  liabilities  due  to  our  Chief  Executive Officer, Manijeh Shahvaran,


                                        6
<PAGE>

$20,000  in  current  notes  payable  to  non-related parties plus an additional
$24,760  in notes payable to Natalie Shahvaran, a shareholder of the Company and
$700 in notes payable to Manijeh Shavaran.  At December 31, 2003 we did not have
any  long-term  liabilities.

At  December  31,  2002,  our  total  assets  were $30,553.  Current assets were
$11,829  consisting  of  $6,915  in  cash and $4,914 in inventory.  Other assets
consisted  of property and equipment of $3,023 after depreciation, a non-compete
agreement  carried  at  $3,890  net of accumulated depreciation, and the prepaid
security  deposit  of  $11,811.

Current  liabilities  at  December 31, 2002 were $33,043 consisting of $3,851 in
accounts payable, $15,758 in accrued payables, $12,604 in liabilities to Manijeh
Shahvaran,  our  Chief  Executive  officer  and $830 in notes payable to Natalie
Shahvaran,  a shareholder of the Company.  Long term liabilities at December 31,
2002  consisted  of  a  $20,000  note  payable.

In  conjunction  with  purchasing  Lucy's  Place  in March of 2001, we issued an
$80,000  promissory  note  secured  by  our assets.  By December 31, 2001 we had
repaid  the  full  $80,000  on  the  note.

We  believe we can continue operations through the end of our lease with cash on
hand  and  anticipated  revenues from restaurant sales and short-term financing.
However,  we  have  yet  to  generate  a  profit  and  realized  a net loss from
operations during fiscal 2003.  We had expected our 2003 year-end revenues to be
comparable  to  those  in  2002  and  2001, or approximately $190,000.  However,
revenues  during  2003  were  lower  than  anticipated.  Based  on our operating
history  over the past three years, we believe that revenues in 2004 could range
from  $150,000  to  $190,000.

We  estimate  that  restaurant expenses in 2004 will be $170,000 to $180,000. We
estimate that payments for property costs including rent, insurance, maintenance
and utilities will be approximately $73,000 to $76,000 per year through the next
two  years  of  our  lease  and that ongoing general and administrative expenses
relating  to  our public reporting requirements will be approximately $15,000 to
$20,000  per year.  The remainder of expenses will largely consist of food costs
and  salaries.

We  may  require  additional  capital to supplement our anticipated revenues and
fund  our  continuing  operations.  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 $25,000 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.

We filed an SB2 Registration Statement for selling shareholders, which went into
effect  on  February  3,  2004 for 3,470,000 shares of common stock. The Company
will  receive no benefit from the sale of these shares. Management believes with
the shares being registered and available for public resale that a public market
is  likely  to  develop.

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, 2003. These conditions raise substantial doubt about our ability to
continue  as  a  going  concern.


                                        7
<PAGE>

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 15 of this document
following  the  signature  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.


                                    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.


                                        8
<PAGE>

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>
Manijeh Shahvaran    47  Director, CEO                       October 20,
                                                             2000

Zagros Shahvaran.    27  Director, CFO, Secretary/Treasurer  October 20,
                                                             2000
</TABLE>

MANIJEH SHAHVARAN, DIRECTOR, CHIEF EXECUTIVE OFFICER.  Manijeh Shahvaran founded
Lucy's Cafe, Inc. in October of 2000 and has managed Lucy's Place since March of
2001.  Ms.  Shahvaran  has  over  seventeen  years  of  experience in restaurant
management.  From  1986  to  1992,  she  owned and managed the First Floor Cafe,
which was located in central San Jose, California, on the ground floor of a busy
hospital/office building.  As owner and manager, she was responsible for hiring,
training, and supervising employees, and maintaining food quality.  In 1992, she
sold the First Floor Cafe and purchased Shake'n'Burger, a much larger restaurant
in  Sacramento, California where she developed a loyal base of repeat customers.
From  1992  to  1999  she  managed  the restaurant's day-to-day operations.  Her
responsibilities  included  training  and  supervising  employees,  managing the
restaurant's  accounts,  ordering  inventory  and  overseeing  advertising.  In
addition  to  managing  Lucy's  Place, from 1999 to the present she has provided
consulting  services in the Sacramento area, focusing on developing and managing
small  businesses.

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
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.

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.  We  do  not plan on increasing our budget for executive compensation
until  our operations are profitable and we have satisfied our debts.  Directors
do  not  receive  any  fees  for  services  on  the  Board of Directors, but are
reimbursed  for  their  expenses  for  each  meeting  they  attend.


                                        9
<PAGE>

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 . . . .    12/31/03     12,000       -0-        -0-         -0-          -0-     -0-       -0-
  Chief Executive Officer    12/31/02      6,058       -0-        -0-         -0-          -0-     -0-       -0-
  and Director. . . . . .    12/31/01     12,000       -0-        -0-         -0-          -0-     -0-       -0-


Zagros Shahvaran. . . . .    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 . . . . . .    12/31/01        -0-       -0-         -0-        -0-          -0-     -0-       -0-
</TABLE>

(1)  These  figures  reflect accrued salaries, some of which have not been paid.
     Beginning  in  January  2003,  the Company has accrued $1,000 per month for
     these  services.  Manijeh  Shahvaran  was  paid  $7,401  of the $12,000 she
     accrued  during  the  year  ended December 31, 2003. Ms. Shahvaran was paid
     $6,058  of  the $6,058 she accrued during the year ended December 31, 2002.
     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 the beneficial ownership of our common stock as
of  the  date  of  this  prospectus.  The  table  includes  each person known to
beneficially  own  more than 5% of the outstanding shares, each of our directors
and  each  of  our  executive  officers

<TABLE>
<CAPTION>

NAME & ADDRESS                         TITLE OF   NUMBER OF SHARES   PERCENTAGE OF SHARES
                                        CLASS    BENEFICIALLY OWNED   BENEFICIALLY OWNED

<S>                                    <C>       <C>                 <C>

Manijeh Shahvaran (1)(2). . . . . . .  Common             4,000,000                  73.1%
500  I Street
Sacramento, CA  95814

Zagros Shahvaran (1)(2) . . . . . . .  Common                10,000                   0.2%
500  I Street
Monterey, CA  93940

Gary McAdam (3) . . . . . . . . . . .  Common               515,000                   9.4%
6041 S. Syracuse Way Suite 307
Englewood, CO  80111


                                       10
<PAGE>

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

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

All directors and executive officers
 as a group (2 people). . . . . . . .  Common             4,010,000                  73.3%
</TABLE>

     (1)  Officer  and  director.
     (2)  Zagros  Shahvaran  is  the  nephew  of  Manijeh  Shahvaran.
     (3)  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.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

One  of  our  shareholders,  Ahmad  Shahvaran,  is  the  brother  of our CEO and
director,  Manijeh  Shahvaran.

Ahmad  Shahvaran  is  the  father  of Zagros Shahvaran, an executive officer and
director  of  Lucy's  Cafe,  Inc.

Zagros  Shahvaran,  is  the  nephew  of  Manijeh  Shahvaran.

One  of  our  shareholders,  Natalie  Shahvaran,  was  formerly married to Ahmad
Shahvaran.

As  of  December  31,  2003,  companies  controlled  by one of our shareholders,
Natalie Shahvaran, have loaned us $24,760 to help pay general and administrative
expenses.  In  addition, our CEO, Manijeh Shahvaran, has loaned the company $700
to  cover  short-term  operating  expenses.  The loans are payable on demand and
carry  interest rates ranging from 8% 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.

In connection with organizing our company and acquiring Lucy's Place in 2001, we
issued  4,395,000  common  shares  to  our  founders.  The shares were issued in
private  transactions  in  reliance of the exemption provided by Section 4(2) of
the  Securities  act.  The  shares  were  issued  as  follows:

          On  February  27,  2001  we  issued  4,000,000  shares  issued  to our
          president,  Manijeh  Shahvaran,  in  exchange  for  $4,000  cash.

          On  February  27,  2001,  we sold 10,000 shares to Zagros Shahvaran in
          exchange  for  $10  cash.


                                       11
<PAGE>

          On  February  27,  2001  we sold 10,000 shares to Natalie Shahvaran in
          exchange  for  $10  cash.

          On  May  18,  2001  we  sold  375,000  shares  to Natalie Shahvaran in
          exchange  for  $15,000  in  cash.

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.  For the
year  ended  December  31,  2003 we paid $7,401 to Manijeh Shahvaran for ongoing
services.

In conjunction with buying our restaurant in March of 2001, we allocated $10,000
to a non-compete agreement with the former owner of Lucy's Place.  The agreement
prohibits the former owner from engaging in a similar business within five miles
of Lucy's Place for three years.  The agreement is being amortized through March
of  2004,  the  estimated  life  of  the  agreement.

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

<TABLE>
<CAPTION>


EXHIBITS:

Exhibit  Title                                                Location
<C>      <S>                                                  <C>

   31.1  Certification of the Principal Executive Officer. .  Attached
         pursuant to Section 302 of the Sarbanes-Oxley Act
         of 2002

   31.2  Certification of the Principal Financial Officer. .  Attached
         pursuant to Section 302 of the Sarbanes-Oxley Act
         of 2002

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

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

   99.1  Corporate Code of Ethics. . . . . . . . . . . . . .  Attached
</TABLE>


REPORTS  ON  FORM  8-K:

No  reports on Form 8-K were filed by Lucy's Cafe during the last quarter of the
period  covered  by  this  report.


                                       12
<PAGE>

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 $9,500 for
fiscal  year  ended  2002  and  $20,500  for  fiscal  year  ended  2003.

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

There  were no fees for other audit related services for fiscal year ended 2003.

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 advise,
and  tax  planning were $-0- for fiscal year ended 2002 and $905 for fiscal year
ended  2003.

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.


                                       13
<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 5, 2004                By: /s/ Manijeh  Shahvaran
                                   ---------------------------
                                   Manijeh  Shahvaran
                                   Chief  Executive  Officer

Date: April 5, 2004                By: /s/ Zagros  Shahvaran
                                   -------------------------
                                   Zagros  Shahvaran
                                   Chief  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 5, 2004                By: /s/ Manijeh  Shahvaran
                                   ---------------------------
                                   Manijeh  Shahvaran
                                   Director

Date: April 5, 2004                By: /s/ Zagros  Shahvaran
                                   -------------------------
                                   Zagros  Shahvaran
                                   Director


                                       14
<PAGE>


<TABLE>
<CAPTION>


                                LUCY'S CAFE, INC.
                                TABLE OF CONTENTS

                                                                        PAGE
<S>                                                                      <C>
Report of Independent Certified Public Accountants. . . . . . . . . . .   16

Balance Sheets - December 31, 2003 and 2002 . . . . . . . . . . . . . .   17

Statements of Operations for the Years Ended December 31, 2003 and 2002   18

Statements of Stockholders' Equity (Deficiency) for the Years Ended
  December 31, 2002 and 2003. . . . . . . . . . . . . . . . . . . . . .   19

Statements of Cash Flows for the Years Ended December 31, 2003 and 2002   20

Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . .   21
</TABLE>



                                       15

<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 CERTIFIED PUBLIC ACCOUNTANTS


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, 2003
and  2002,  and  the  related  statements  of  operations,  stockholders' equity
(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 auditing standards generally accepted
in  the  United  States  of  America.  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,  2003 and 2002, 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, 2003, 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
March  11,  2004


                                       16
<PAGE>

<TABLE>
<CAPTION>

LUCY'S CAFE, INC.
BALANCE SHEETS


For the years ended December 31,                                      2003        2002
-----------------------------------------------------------------------------------------
<S>                                                                <C>         <C>

ASSETS

CURRENT ASSETS
Cash                                                               $   2,687   $   6,915
Inventory                                                              5,065       4,914
-----------------------------------------------------------------  ----------  ----------
TOTAL CURRENT ASSETS                                                   7,752      11,829
-----------------------------------------------------------------  ----------  ----------


Property and Equipment                                                 7,037       7,037
Less: Accumulated depreciation                                        (6,152)     (4,014)
-----------------------------------------------------------------  ----------  ----------
NET PROPERTY AND EQUIPMENT                                               885       3,023
-----------------------------------------------------------------  ----------  ----------


NON-COMPETE AGREEMENT, net of accumulated amortization of $9,443
and $6,110, respectively                                                 557       3,890
DEPOSIT                                                               11,811      11,811
-----------------------------------------------------------------  ----------  ----------
TOTAL ASSETS                                                       $  21,005   $  30,553
=================================================================  ==========  ==========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES
Accounts payable                                                   $  12,629   $   3,851
Accrued liabilities                                                   21,696      15,758
Accrued liabilities to a related party                                17,203      12,604
Note payable - current maturities                                     20,000           -
Notes payable to related parties                                      25,460         830
-----------------------------------------------------------------  ----------  ----------
TOTAL CURRENT LIABILITIES                                             96,988      33,043
-----------------------------------------------------------------  ----------  ----------


NOTE PAYABLE - LONG TERM, net of current maturities                        -      20,000
-----------------------------------------------------------------  ----------  ----------

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                                                 (230,003)   (176,510)
TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)                              (75,983)    (22,490)
-----------------------------------------------------------------  ----------  ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)            $  21,005   $  30,553
=================================================================  ==========  ==========
</TABLE>


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


                                       17
<PAGE>

<TABLE>
<CAPTION>

LUCY'S  CAFE  ,  INC.
STATEMENTS  OF  OPERATIONS

For the years ending December 31,             2003         2002
-----------------------------------------  -----------  -----------
<S>                                        <C>          <C>

REVENUE                                    $  154,814   $  194,334
-----------------------------------------  -----------  -----------

COSTS AND OPERATING EXPENSES
Cost of food and beverage sales                52,405       63,363
Restaurant operating expenses                 124,345      122,493
Impairment of goodwill                              -       53,319
General and administrative expenses            27,925       36,284
-----------------------------------------  -----------  -----------
TOTAL COSTS AND OPERATING EXPENSES            204,675      275,459
-----------------------------------------  -----------  -----------

INTEREST EXPENSE                               (3,632)      (2,525)
-----------------------------------------  -----------  -----------

NET LOSS                                   $  (53,493)  $  (83,650)
=========================================  ========================

BASIC LOSS PER COMMON SHARE                $    (0.01)  $    (0.02)
=========================================  ========================

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.


                                       18
<PAGE>

<TABLE>
<CAPTION>

LUCY'S  CAFE  ,  INC.
STATEMENTS  OF  STOCKHOLDERS'  EQUITY  (DEFICIENCY)
FOR  THE  YEARS  ENDED  DECEMBER  31,  2002  AND  2003


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

BALANCE - DECEMBER 31, 2001  5,470,000    5,470   148,550      (88,651)        65,369

Net loss                             -        -         -      (87,859)       (87,859)
---------------------------  ---------  -------  ---------  ------------  ---------------

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)
===========================  =========  =======  =========  ============  ===============
</TABLE>

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


                                       19
<PAGE>

<TABLE>
<CAPTION>


LUCY'S  CAFE  ,  INC.
STATEMENTS  OF  CASH  FLOWS


For the years ended December 31,                      2003       2002
--------------------------------------------------  ---------  ---------
<S>                                                 <C>        <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                            $(53,493)  $(83,650)
Adjustments to reconcile net loss to net cash used
  in operating activities:
  Depreciation                                         2,138      2,138
  Amortization                                         3,333      3,333
  Impairment of goodwill                                   -     53,319
  Changes in operating assets and liabilities:
    Inventory                                           (151)      (147)
    Accounts Payable                                   8,778          -
    Accrued liabilities                                5,938      5,652
    Accrued liabilities due to a related party         4,599          -
--------------------------------------------------  ---------  ---------
NET CASH USED IN OPERATING ACTIVITIES                (28,858)   (19,355)
--------------------------------------------------  ---------  ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party notes payable             24,630        830
--------------------------------------------------  ---------  ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES             24,630        830
--------------------------------------------------  ---------  ---------

NET DECREASE IN CASH                                  (4,228)   (18,525)

CASH AT BEGINNING OF PERIOD                            6,915     25,440
--------------------------------------------------  ---------  ---------

CASH AT END OF PERIOD                               $  2,687   $  6,915
==================================================  =========  =========

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


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


                                       20
<PAGE>

LUCY'S  CAFE,  INC.
NOTES  TO  FINANCIAL  STATEMENTS
DECEMBER  31,  2003  AND  2002

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 consist of a restaurant,
which provides a limited food menu for breakfast and lunch to the patrons in the
downtown  area.

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. Lucy's has
experienced losses from operations and negative cash flows from operations since
its acquisition of the restaurant. It has negative working capital and a capital
deficiency  at December 31, 2003. These conditions raise substantial doubt about
its  ability  to  continue  as  a going concern. Management plans to finance the
administrative  expenses  through continuing loans from related parties. During,
and  subsequent  to,  the  year  ended  December  31, 2003, related parties have
provided  $28,630  to  fund administration, although their continuing ability to
fund  administrative  activities  cannot be assured. Management has been able to
cut  costs  during  2003, but in order to reach profitable operations management
will  need  to  increase  revenues and further cut costs through efficiencies in
food purchases and preparation. Management cannot assure the ultimate success of
these  plans.

CONCENTRATION  -  The  Company's restaurant operations serve a localized area in
Sacramento California: revenues are therefore subject to fluctuations based upon
occupancy  rates  of  buildings  and  traffic  flows  in  the  area.

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

INVENTORY  -  Inventory  consists of food products and is stated at the lower of
cost  (generally  first-in,  first-out  method) or market value. At December 31,
2003  and  2002,  management  believes  the  Company  has  incurred  no material
impairments  in  the  carrying  values  of  its  inventories.

EQUIPMENT  -  Equipment consists of restaurant equipment and is carried at cost.
Depreciation  is  computed  using  the  straight-line  method over the estimated
useful  lives  of  the  assets.  Estimated useful lives range from 3 to 5 years.
Depreciation  expense for the years ended December 31, 2003 and 2002, was $2,138
and  $2,138,  respectively.  Expenditures for maintenance, repairs, and renewals
are  charged  to  expense  as  incurred.  Expenditures  for  major  renewals and
betterments  that  extend the useful lives of existing equipment are capitalized
and  depreciated.  On  retirement  or disposition of property and equipment, the
cost  and  accumulated  depreciation  are  removed  from  the  accounts  and any
resulting  gain  or  loss  is  recognized  in  the  statement  of  operations.

The  Company records impairment losses on property and equipment when indicators
of  impairment are present and estimated undiscounted cash flows to be generated
by  those  assets  are  less  than  the  assets'  carrying  amount.


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.


                                       21
<PAGE>

LUCY'S  CAFE,  INC.
NOTES  TO  FINANCIAL  STATEMENTS
DECEMBER  31,  2003  AND  2002


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.

NOTE  2  -  GOODWILL  AND  NON-COMPETE  AGREEMENT

Goodwill  resulting  from  the  purchase  of  Lucy's Place during 2001 was being
amortized  over approximately three years on a straight-line basis, prior to the
adoption  of FAS 142.  Amortization of goodwill recognized during the year ended
December  31, 2001 was $20,507.  In accordance with FAS 142, the Company did not
record any amortization of goodwill during the year ended December 31, 2002. FAS
142 requires periodic evaluation of goodwill and requires the Company to compare
the  carrying  value of goodwill to expected discounted future cash flows of the
group of assets that resulted in the goodwill.  Any excess will be recognized in
the  period evaluated. At December 31, 2002, the Company evaluated the Company's
existing  goodwill  and determined that it could not be supported, and therefore
the  remaining  $53,319  was  impaired.

Of the purchase price, $10,000 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 is being 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,   2003     2002
---------------------------------  -------  -------
<S>                                <C>      <C>
Gross carrying amount              $10,000  $10,000
Accumulated amortization             9,443    6,110
---------------------------------  -------  -------
NET CARRYING AMOUNT                $   557  $ 3,890
=================================  =======  =======
PERIOD EXPENSE RECOGNIZED          $ 3,333  $ 3,333
=================================  =======  =======
</TABLE>

The  Company  recognized  amortization  expense  of $3,333 and $3,333 during the
years  ended  December  31, 2003 and 2002, respectively, and will recognize $557
during  2004  related  to  the  non-compete  agreement.

NOTE  3  -  NOTE  PAYABLE

During  the year ended December 31, 2001 the Company issued an aggregate $80,000
in  notes payable to unrelated individuals. The notes bore interest at a rate of
10%  and  interest  payments  were  due  quarterly.  The  Company made principal
payments  of $60,000 during the year ended December 31, 2001. As of December 31,
2003  $20,000  remained  outstanding on the notes due January 2004. An amendment
has  been completed extending the terms of the note for an additional 10 months.
The  note is secured by all the assets of the Company, including future proceeds
of  any  public  offering.

NOTE  4  -  RELATED  PARTY  TRANSACTIONS

The  Company  compensates  a  majority  shareholder  for  services  provided  in
day-to-day  management  of  the  restaurant operations. Compensation expense has


                                       22
<PAGE>

LUCY'S  CAFE,  INC.
NOTES  TO  FINANCIAL  STATEMENTS
DECEMBER  31,  2003  AND  2002


been  charged  to  operations  as  incurred,  with $12,000 and $6,058 charged to
operations  for  the  years  ended  December  31,  2003  and 2002, respectively.

Beginning  in  January  2003, the Company has accrued $1,000 per month for these
services.  Accrued but unpaid compensation from 2001 of $12,604 and for the year
ended  December  31,  2003 of $4,599 is included in the balance sheets under the
caption  accrued liabilities to a related party. The amount due is unsecured and
no  interest  or  repayment  terms  have  been  established.

During  2002  and  2003 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  $25,460  and  $830  at  December  31, 2003 and December 31, 2002,
respectively.

NOTE  5  -  INCOME  TAXES

The  Company  has paid no federal or state income taxes since its incorporation.
As  of  December 31, 2003, the Company had net operating loss carry forwards for
federal  income tax reporting purposes of $216,687 which, if unused, will expire
between  2022  and 2023. The tax effect of the operating loss carry forwards and
temporary  differences  at  December  31,  2003,  is  as  follows:

<TABLE>
<CAPTION>

For the years ended, December 31,    2003       2002
---------------------------------  ---------  ---------
<S>                                <C>        <C>

Operating loss carry forward       $ 85,791   $ 61,892
Accrued Rent                          4,460      3,946
Valuation allowance                 (90,251)   (65,838)
---------------------------------  ---------  ---------
TOTAL DEFERRED TAX ASSET           $      -   $      -
=================================  =========  =========
</TABLE>

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,       2003       2002
-----------------------------------  ---------  ---------
<S>                                  <C>        <C>

Tax at federal statutory rate (34%)  $(18,188)  $(29,872)
State tax benefit                      (1,765)    (2,899)
Change in valuation allowance          19,953     32,771
-----------------------------------  ---------  ---------
PROVISION FOR INCOME TAXES           $      -   $      -
===================================  =========  =========
</TABLE>

NOTE  6  -  LEASE  COMMITMENTS

OPERATING  LEASE  -  The Company leases its operating facilities with an initial
term  of  five  years,  beginning  January  2001,  plus  a  renewal option of an
additional  five  years. Commitments for future minimum rental payments required
under  operating  leases  in  excess  of  one  year  are  as  follows:


                                       23
<PAGE>

LUCY'S  CAFE,  INC.
NOTES  TO  FINANCIAL  STATEMENTS
DECEMBER  31,  2003  AND  2002


<TABLE>
<CAPTION>

For the Years Ended December 31,        OPERATING LEASE PAYMENTS
--------------------------------------  -------------------------
<S>                                     <C>

2004                                                       73,230
2005                                                       75,630
--------------------------------------  -------------------------
TOTAL                                   $                 148,860
======================================  =========================
</TABLE>

Rent  is charged to restaurant operating expense on a straight-line basis during
each  annual  period  where  contractual  increases effect rent payments. Rental
expense  for  the  years  ended  December 31, 2003 and 2002 was $71,239 for each
year.


                                       24
<PAGE>