UNITED STATES
                                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-KSB

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(Mark one)

[X]  Annual Report Under Section 13 or 15(d) of The  Securities  Exchange Act of
     1934

       For the fiscal year ended December 31, 2004

[_]  Transition Report Under Section 13 or 15(d) of The Securities  Exchange Act
     of 1934

       For the transition period from ______________ to _____________

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Commission File Number: 333-70868


                           Fabulous Fritas Corporation
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        (Exact name of small business issuer as specified in its charter)

          Florida                                            65-1129569
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  (State of incorporation)                            (IRS Employer ID Number)

                 4878 Ronson Court, San Diego, California 92111
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                    (Address of principal executive offices)

                                 (858) 243-2615
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                           (Issuer's telephone number)

                   3930 E. 4th Avenue, Hialeah, Florida 33013
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                          (Former name, former address
             and former fiscal year, if changed since last report)


Securities registered under Section 12 (b) of the Exchange Act - None

Securities registered under Section 12(g) of the Exchange Act: -Common Stock
                                                               -$0.001 par value

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Check  whether  the issuer  has (1) filed all  reports  required  to be files by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period the Company was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. YES [_] NO [X]


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 Company'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. [_]


The issuer's revenues for the fiscal year ended December 31, 2004 were $-0-.


The aggregate market value of voting common equity held by non-affiliates as of
October 28, 2005 was approximately $-0-.


As of October 28, 2005, there were 18,813,000  shares of Common Stock issued and
outstanding.


Transitional Small Business Disclosure Format :  YES [_] NO [X]

<PAGE>



                           Fabulous Fritas Corporation

                                Index to Contents

                                                                           Page
Part I

Item 1     Description of Business                                            3
Item 2     Description of Property                                           14
Item 3     Legal Proceedings                                                 14
Item 4     Submission of Matters to a Vote of Security Holders               14

Part II

Item 5     Market for Company's Common Stock and Related
              Stockholders Matters                                           14
Item 6     Management's Discussion and Analysis or Plan of Operation         15
Item 7     Financial Statements                                              18
Item 8     Changes in and Disagreements with Accountants
              on Accounting and Financial Disclosures                        18
Item 8A    Controls and Procedures                                           18

Part III

Item 9     Directors, Executive Officers, Promoters and Control Persons;
              Compliance with Section 16(a) of the Exchange Act              19
Item 10    Executive Compensation                                            20
Item 11    Security Ownership of Certain Beneficial Owners and Management
              and Related Stockholder Matters                                20
Item 12    Certain Relationships and Related Transactions                    21
Item 13    Exhibits and Reports on 8-K                                       21
Item 14    Principal Accountant Fees and Services                            21

Signatures                                                                   22

Index to Financial Statements                                                F-1







<PAGE>



                  Caution Regarding Forward-Looking Information

Certain  statements  contained  in  this  annual  filing,   including,   without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully make and integrate acquisitions;  raw material costs and
availability;  new product  development and  introduction;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filings.

Given  these  uncertainties,  readers  of this Form  10-KSB  and  investors  are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any  revisions to any of the  forward-looking  statements
contained herein to reflect future events or developments.


                                     PART I

Item 1 - Description of Business

     Fabulous Fritas  Corporation was  incorporated as Burgers By Farfour,  Inc.
(Company) in  accordance  with the Laws of the State of Florida.  The  Company's
initial  business plan involved  marketing the concept of a national "fast food"
restaurant  chain to children and young  adults,  with a menu of fresh  burgers,
fries and sandwiches.

     On May 17, 2003,  concurrent with a change of control, the Company modified
its business plan to provide for the  establishment  of small local  restaurants
which would sell basic Latin food with a  Cuban/Mojo  menu under the name of Les
Fritas.  With this  modification,  the Company  changed it's  corporate  name to
Fabulous Fritas Corporation.

     During 2003, the Company's Board of Directors approved and enacted a 10 for
1 forward stock split. The accompanying financial statements reflect the effects
of this action as of the first day of the first period presented.

     On July 31, 2001, the Company issued 1,750,000 pre-split shares (17,500,000
post-split  shares) of common  stock to its founder and  President  for services
rendered  in  connection  with  the  organization  of the  Company  and  200,000
pre-split  shares  (2,000,000  post-split  shares) of common  stock to its legal
counsel  for  services  rendered  in  connection  with the  organization  of the
Company.  These  transactions  were  valued at an  aggregate  of  $1,950,  which
approximated the value of the services provided.

     The Company filed a Registration  Statement on Form SB-2 in 2001, which was
declared  effective  on January 4, 2002.  Through  this  offering,  the  Company
attempted to raise  $1,000,000 by selling  1,000,000  pre-split shares of common
stock at $1.00 per share ($0.10 per share,  post-split)  on a  self-underwritten
basis.  During the years ended  December  31, 2003 and 2002,  respectively,  the
Company sold 19,000 and 12,300 pre-split shares (190,000 and 123,000  post-split
shares)  of  common  stock  for  $19,000  and  $12,300  cash  pursuant  to  this
Registration Statement.

     In May 2003, the Company received two (2) separate  subscriptions  from one
(1) individual for 100,000  pre-split shares  (1,000,000  post-split  shares) of
restricted   common  stock  in  exchange  for  $50,000  cash  each.   The  first
subscription was immediately funded and the proceeds held in the Company's legal
counsel's  trust  account.  The second  subscription  for an additional  100,000
pre-split shares  (1,000,000  post-split  shares) of restricted  common stock in
exchange for an additional $50,000 cash was to be funded when the Company opened
its first  restaurant  location and upon approval for quotation of the Company's
equity  securities by the National  Association of Securities  Dealers (NASD) on
the NASDAQ Electronic Over The Counter Bulletin Board.


                                                                               3

<PAGE>



     After  considerable  effort during 2004,  the Company's  Board of Directors
reached the determination that insufficient capital was available to the Company
to  complete  the  Company's  initial  business  plan and  open  the  previously
announced  restaurant.  Accordingly,  this  business  plan was abandoned and the
subscription  agreements were  terminated.  The $50,000 cash on hand at December
31, 2004 was returned to the investor on January 14, 2005.

     On  March  12,  2004,  the  Company  acquired  an  aggregate  of  1,000,000
post-split shares of the common stock of the Company and returned it to treasury
in  exchange  for an  aggregate  cash  payment  of  $5,000.  These  shares  were
originally  issued at  inception to the  Company's  original  legal  counsel for
various current and future services to be performed.  This individual was unable
to  complete  the  contracted  future  services  and  all   relationships   were
terminated.  This  individual had  transferred  these shares to other  unrelated
third parties.  Management  determined  that the $5,000 was a fair value for the
services  not  provided by former legal  counsel and the  unrelated  third party
shareholders accepted the Company's offer with no further obligation on the part
of  the  former  legal  counsel,  the  Company  or  the  unrelated  third  party
shareholders.

     On March 20, 2004,  the Company  entered into an Agreement For The Exchange
Of Common Stock (Agreement) with Union Dental Corp., a Florida corporation,  and
two (2) of its affiliated companies,  whereby the shareholder(s) of Union Dental
Corp.  would  acquire  control  of the  Company  through a  reverse  acquisition
transaction.  This  Agreement  was subject to due  diligence,  the  provision of
audited  financial  statements  and other  related  criteria  which was  ongoing
through  Calendar  2004.  Due to the  failure  to  perform  on the  part of both
parties,  both the Company and Union Dental Corp.  Mutually  agreed to terminate
this  proposed  reverse  combination  transaction  on October  12,  2004 with no
further performance or obligation on the part of either party.

     On December  1, 2004,  Roger E. Pawson  acquired  approximately  16,500,500
shares of  restricted,  unregistered  common stock from Ricardo Jara. Mr. Pawson
was concurrently  elected President,  Chief Executive  Officer,  Chief Operating
Officer,  Chairman of the Board of Directors, and Secretary and Treasurer of the
Company.  As a result of this transaction,  Roger E. Pawson became the Company's
controlling shareholder,  owning 16,500,500 shares of the then 20,813,000 issued
and  outstanding  shares of the  Registrant's  common  stock,  or  approximately
79.28%, at the close of business on December 1, 2004.

     Effective  December  1,  2004,  concurrent  with a change in control of the
Company,  the Company's  Board of Directors  adopted a new business plan whereby
the  current  principal  business  activity  will be to seek a suitable  reverse
acquisition  candidate  through  acquisition,  merger or other suitable business
combination method.

     The  Company  has  never  fully  implemented  it's  business  plan(s)  and,
accordingly, is considered to be in the development stage.

     The Company's  current  principal  business  activity is to seek a suitable
reverse  acquisition  candidate  through  acquisition,  merger or other suitable
business combination method.

     The  Company's  equity  securities  has no  current  trading  symbol  and ,
accordingly, the Company's equity securities do not have posted quotations.

     The Company may be referred  to as a  reporting  shell  corporation.  Shell
corporations  have zero or nominal  assets and typically no stated or contingent
liabilities.  Private  companies  wishing to become publicly trading may wish to
merge  with a shell (a  reverse  merger  or  reverse  acquisition)  whereby  the
shareholders of the private  company become the majority of the  shareholders of
the combined company. The private company may purchase for cash all or a portion
of the  common  shares of the  shell  corporation  from its major  stockholders.
Typically,  the Board and officers of the private  company  become the new Board
and officers of the combined  Company and often the name of the private  company
becomes the name of the combined entity.

     The Company has very limited  capital,  and it is unlikely that the Company
will be able to take advantage of more than one such business  opportunity.  The
Company intends to seek  opportunities  demonstrating the potential of long-term
growth as opposed to short-term  earnings.  However,  at the present  time,  the
Company has not identified any business opportunity that it plans to pursue, nor
has the Company  reached any  agreement  or  definitive  understanding  with any
person concerning an acquisition.

     It is  anticipated  that the Company's  officers and directors will contact
broker-dealers  and other persons with whom they are acquainted who are involved
with corporate finance matters to advise them of the Company's  existence and to
determine if any  companies or  businesses  that they  represent  have a general
interest in considering a merger or

                                                                               4

<PAGE>



acquisition  with a blind  pool or  blank  check  or  shell  entity.  No  direct
discussions  regarding  the  possibility  of merger are  expected to occur until
after the effective  date of this  registration  statement.  No assurance can be
given that the Company  will be  successful  in finding or acquiring a desirable
business opportunity,  given the limited funds that are expected to be available
for acquisitions.  Furthermore,  no assurance can be given that any acquisition,
which does  occur,  will be on terms that are  favorable  to the  Company or its
current stockholders.

     The  Company's  search  will be  directed  toward  small  and  medium-sized
enterprises,  which have a desire to become  public  corporations.  In  addition
these  enterprises  may wish to satisfy,  either  currently or in the reasonably
near future,  the minimum tangible asset  requirement in order to qualify shares
for trading on NASDAQ or on an exchange  such as the  American  Stock  Exchange.
(See  Investigation  and  Selection  of  Business  Opportunities).  The  Company
anticipates that the business  opportunities  presented to it will (I) either be
in the process of formation,  or be recently  organized  with limited  operating
history or a history of losses  attributable  to  under-capitalization  or other
factors; (ii) experiencing financial or operating difficulties; (iii) be in need
of funds to develop new products or services or to expand into a new market,  or
have plans for rapid expansion through acquisition of competing businesses; (iv)
or other  similar  characteristics.  The  Company  intends  to  concentrate  its
acquisition  efforts  on  properties  or  businesses  that  it  believes  to  be
undervalued  or that it believes  may realize a  substantial  benefit from being
publicly  owned.  Given the above  factors,  investors  should  expect  that any
acquisition  candidate may have little or no operating history,  or a history of
losses or low profitability.

     The  Company  does not  propose  to  restrict  its  search  for  investment
opportunities  to  any  particular  geographical  area  or  industry,  and  may,
therefore,  engage in  essentially  any  business,  to the extent of its limited
resources.  This include industries such as service, finance, natural resources,
manufacturing, high technology, product development, medical, communications and
others. The Company's  discretion in the selection of business  opportunities is
unrestricted,  subject  to the  availability  of  such  opportunities,  economic
conditions, and other factors.

     As a consequence of this registration of its securities,  any entity, which
has an interest in being  acquired by, or merging into the Company,  is expected
to be an entity that desires to become a public  Company and  establish a public
trading  market  for  its  securities.  In  connection  with  such a  merger  or
acquisition, it is highly likely that an amount of stock constituting control of
the  Company  would  either be issued by the  Company or be  purchased  from the
current  principal  stockholders  of the Company by the acquiring  entity or its
affiliates.  If stock is purchased from the current principal stockholders,  the
transaction  is likely to result in substantial  gains to the current  principal
stockholders  relative to their purchase price for such stock.  In the Company's
judgment, none of the officers and directors would thereby become an underwriter
within the  meaning  of the  Section  2(11) of the  Securities  Act of 1933,  as
amended as long as the transaction is a private transaction rather than a public
distribution  of  securities.  The sale of a  controlling  interest  by  certain
principal  shareholders  of the  Company  would  occur at a time  when  minority
stockholders  are  unable to sell their  shares  because of the lack of a public
market for such shares.

     Depending  upon the nature of the  transaction,  the current  officers  and
directors of the Company may resign their  management  and board  positions with
the Company in connection  with a change of control or acquisition of a business
opportunity (See Form of Acquisition, below, and Risk Factors, The Company, Lack
of Continuity of Management). In the event of such a resignation,  the Company's
current  management  would  thereafter  have no control  over the conduct of the
Company's business.

     It is anticipated  that business  opportunities  will come to the Company's
attention from various sources,  including its officers and directors, its other
stockholders,   professional   advisors  such  as  attorneys  and   accountants,
securities  broker-  dealers,  venture  capitalists,  members  of the  financial
community,  and others who may present unsolicited proposals. The Company has no
plan,  understandings,  agreements,  or commitments with any individual for such
person to act as a finder of opportunities for the Company.

     The  Company  does  not  foresee  that  it  will  enter  into a  merger  or
acquisition  transaction  with any business with which its officers or directors
are currently affiliated.  Should the Company determine in the future,  contrary
to the forgoing  expectations,  that a transaction with an affiliate would be in
the best  interests  of the  Company  and its  stockholders,  the Company is, in
general,  permitted by Nevada law to enter into a  transaction  if: The material
facts as to the relationship or interest of the affiliate and as to the contract
or  transaction  are disclosed or are known to the Board of  Directors,  and the
Board in good faith authorizes, approves or ratifies the contract or transaction
by the  affirmative  vote of a majority  of the  disinterested  directors,  even
though  the  disinterested  directors  constitute  less  than a  quorum;  or the
material facts as to the relationship or interest of the affiliate and as to the
contract or transaction are disclosed or are known to the stockholders  entitled
to vote thereon,  and the contract or  transaction is  specifically  authorized,
approved or ratified in

                                                                               5

<PAGE>



good faith by vote of the  stockholders;  or the contract or transaction is fair
as to the Company as of the time it is authorized,  approved or ratified, by the
Board of Directors or the stockholders.

Investigation and Selection of Business Opportunities

     To a large  extent,  a  decision  to  participate  in a  specific  business
opportunity may be made upon  management's  analysis of the quality of the other
Company's  management  and  personnel,  the  anticipated  acceptability  of  new
products  or  marketing  concepts,  the  merit  of  technological  changes,  the
perceived benefit the business  opportunity will derive from becoming a publicly
held entity, and numerous other factors which are difficult,  if not impossible,
to analyze through the application of any objective criteria. In many instances,
it  is  anticipated  that  the  historical  operations  of a  specific  business
opportunity  may not  necessarily  be indicative of the potential for the future
because of a variety of factors,  including,  but not  limited to, the  possible
need  to  expand  substantially,  shift  marketing  approaches,  change  product
emphasis,  change or  substantially  augment  management,  raise capital and the
like.

     It is anticipated that the Company will not be able to diversify,  but will
essentially be limited to the acquisition of one business opportunity because of
the Company's limited financing.  This lack of  diversification  will not permit
the Company to offset  potential  losses from one business  opportunity  against
profits from another,  and should be considered an adverse factor  affecting any
decision to purchase the Company's securities.

     Certain types of business acquisition transactions may be completed without
any   requirement   that  the  Company  first  submit  the  transaction  to  the
stockholders  for  their  approval.  In the event the  proposed  transaction  is
structured in such a fashion that stockholder approval is not required,  holders
of the  Company's  securities  (other  than  principal  stockholders  holding  a
controlling  interest)  should not  anticipate  that they will be provided  with
financial  statements or any other  documentation prior to the completion of the
transaction.   Other  types  of  transactions  require  prior  approval  of  the
stockholders.

     In the  event a  proposed  business  combination  or  business  acquisition
transaction is structured in such a fashion that prior  stockholder  approval is
necessary,  the  Company  will be  required  to  prepare a Proxy or  Information
Statement describing the proposed  transaction,  file it with the Securities and
Exchange  Commission  for  review  and  approval,  and  mail a copy of it to all
Company  stockholders  prior to holding a  stockholders  meeting for purposes of
voting on the  proposal.  Minority  shareholders  that do not vote in favor of a
proposed  transaction  will then have the right, in the event the transaction is
approved  by  the  required  number  of  stockholders,   to  exercise  statutory
dissenter's rights and elect to be paid the fair value of their shares.

     The analysis of business  opportunities  will be undertaken by or under the
supervision  of  the  Company's  officers  and  directors,   none  of  whom  are
professional  business analysts (See Management).  Although there are no current
plans to do so, Company management might hire an outside consultant to assist in
the  investigation  and  selection  of business  opportunities,  and might pay a
finder's fee.  Since Company  management has no current plans to use any outside
consultants or advisors to assist in the investigation and selection of business
opportunities,  no policies have been adopted  regarding use of such consultants
or advisors,  the criteria to be used in selecting such consultants or advisors,
the  services to be provided,  the term of service,  or the total amount of fees
that may be paid.  However,  because of the limited resources of the Company, it
is likely that any such fee the Company agrees to pay would be paid in stock and
not in cash.

     Otherwise,   in  analyzing   potential  business   opportunities,   Company
management anticipates that it will consider,  among other things, the following
factors:

     o    Potential for growth and  profitability  indicated by new  technology,
          anticipated market expansion, or new products;
     o    The Company's  perception of how any particular  business  opportunity
          will be  received by the  investment  community  and by the  Company's
          stockholders;
     o    Whether,  following the business combination,  the financial condition
          of the  business  opportunity  would be, or would  have a  significant
          prospect in the foreseeable  future of becoming,  sufficient to enable
          the securities of the Company to qualify for listing on an exchange or
          on a national automated  securities  quotation system, such as NASDAQ,
          so as to permit the trading of such  securities  to be exempt from the
          requirements  of Rule 15g-9  adopted by the  Securities  and  Exchange
          Commission (See Risk Factors The Company Regulations of Penny Stocks).


                                                                               6

<PAGE>



     o    Capital  requirements and anticipated  availability of required funds,
          to be provided by the Company or from operations,  through the sale of
          additional securities, through joint ventures or similar arrangements,
          or from other sources;
     o    The extent to which the business opportunity can be advanced;
     o    Competitive  position as compared to other  companies  of similar size
          and  experience  within  the  industry  segment  as well as within the
          industry as a whole;
     o    Strength and diversity of existing management or management  prospects
          that are scheduled for recruitment;
     o    The cost of  participation by the Company as compared to the perceived
          tangible and intangible values and potential; and
     o    The accessibility of required  management  expertise,  personnel,  raw
          materials,  services,  professional  assistance,  and  other  required
          items.

     In regard to the  possibility  that the shares of the Company would qualify
for listing on NASDAQ, the current standards for initial listing include,  among
other  requirements,  that the Company (1) have net tangible  assets of at least
$4.0 million, or a market  capitalization of $50.0 million, or net income of not
less that $0.75  million in its latest  fiscal  year or in two of the last three
fiscal  years;  (2) have a public float  (i.e.,  shares that are not held by any
officer, director or 10% stockholder) of at least 1.0 million shares; (3) have a
minimum  bid  price  of at  least  $4.00;  (4)  have  at  least  300  round  lot
stockholders (i.e., stockholders who own not less than 100 shares); and (5) have
an operating history of at least one year or have a market  capitalization of at
least $50.0 million.  Many, and perhaps most, of the business opportunities that
might be  potential  candidates  for a  combination  with the Company  would not
satisfy the NASDAQ listing criteria.

     No one of the factors  described above will be controlling in the selection
of a business  opportunity,  and management  will attempt to analyze all factors
appropriate to each  opportunity and make a determination  based upon reasonable
investigative  measures  and  available  data.  Potentially  available  business
opportunities  may occur in many  different  industries and at various stages of
development,  all of which will make the task of comparative  investigation  and
analysis  of  such  business  opportunities  extremely  difficult  and  complex.
Potential  investors  must  recognize  that,  because of the  Company's  limited
capital  available for  investigation  and  management's  limited  experience in
business analysis,  the Company may not discover or adequately  evaluate adverse
facts about the opportunity to be acquired.

     The  Company is unable to  predict  when it may  participate  in a business
opportunity.  It expects,  however,  that the analysis of specific proposals and
the selection of a business opportunity may take several months or more.

     Prior to making a decision to  participate in a business  opportunity,  the
Company  will  generally  request  that it be provided  with  written  materials
regarding the business  opportunity  containing as much relevant  information as
possible,  including,  but not  limited  to,  such  items  as a  description  of
products,   services  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 such
Company and its affiliates during the relevant periods; a description of present
and required  facilities;  an analysis of risks and  competitive  conditions;  a
financial  plan  of  operation  and  estimated  capital  requirements;   audited
financial  statements,  or  if  they  are  not  available,  unaudited  financial
statements, together with reasonable assurance that audited financial statements
would be able to be produced within a reasonable period of time not to exceed 60
days following completion of a merger or acquisition transaction; and the like.

     As part of the Company's  investigation,  the Company's  executive officers
and directors may meet personally  with management and key personnel,  may visit
and inspect material facilities,  obtain independent analysis or verification of
certain information provided,  check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.

     It is  possible  that the range of  business  opportunities  that  might be
available  for  consideration  by the Company  could be limited by the impact of
Securities and Exchange  Commission  regulations  regarding purchase and sale of
penny stocks. The regulations would affect, and possibly impair, any market that
might  develop in the Company's  securities  until such time as they qualify for
listing  on  NASDAQ  or on  an  exchange  which  would  make  them  exempt  from
applicability of the penny stock  regulations.  (See Risk Factors  Regulation of
Penny Stocks)

                                                                               7

<PAGE>



     Company  management  believes  that various  types of  potential  merger or
acquisition  candidates might find a business combination with the Company to be
attractive.  These include  acquisition  candidates  desiring to create a public
market for their shares in order to enhance liquidity for current  stockholders,
acquisition  candidates  which have long-term  plans for raising capital through
public sale of  securities  and believe that the possible  prior  existence of a
public  market  for  their  securities  would  be  beneficial,  and  acquisition
candidates  which  plan  to  acquire   additional  assets  through  issuance  of
securities rather than for cash, and believe that the possibility of development
of a public market for their  securities  will be of assistance in that process.
Acquisition  candidates,  which have a need for an immediate cash infusion,  are
not likely to find a potential  business  combination  with the Company to be an
attractive alternative.

Form of Acquisition

     It is impossible to predict the manner in which the Company may participate
in a business opportunity.  Specific business  opportunities will be reviewed as
well as the respective needs and desires of the Company and the promoters of the
opportunity  and,  upon the basis of the  review  and the  relative  negotiating
strength of the Company and such promoters, the legal structure or method deemed
by management to be suitable will be selected.  Such structure may include,  but
is not limited to leases, purchase and sale agreements, licenses, joint ventures
and other contractual  arrangements.  The Company may act directly or indirectly
through an interest in a partnership, corporation or other form of organization.
Implementing   such   structure  may  require  the  merger,   consolidation   or
reorganization  of the  Company  with other  corporations  or forms of  business
organization.  In  addition,  the present  management  and  stockholders  of the
Company  most likely will not have  control of a majority of the voting stock of
the Company following a merger or reorganization  transaction. As part of such a
transaction,  the Company's  existing directors may resign and new directors may
be appointed without any vote by stockholders.

     It is likely that the Company will acquire its  participation in a business
opportunity  through the  issuance of Common  Stock or other  securities  of the
Company.  Although the terms of any such  transaction  cannot be  predicted,  it
should be noted that in  certain  circumstances  the  criteria  for  determining
whether or not an acquisition is a so-called B tax free reorganization under the
Internal  Revenue  Code of 1986 as  amended,  depends  upon the  issuance to the
stockholders of the acquired  Company of a controlling  interest  (i.e.,  80% or
more) of the common stock of the combined  entities  immediately  following  the
reorganization.  If a transaction  were  structured  to take  advantage of these
provisions  rather than other a tax free provisions  provided under the Internal
Revenue Code, the Company's current  stockholders  would retain in the aggregate
20% or less of the total  issued and  outstanding  shares.  This could result in
substantial  additional dilution in the equity of those who were stockholders of
the Company prior to such reorganization. Any such issuance of additional shares
might also be done simultaneously with a sale or transfer of shares representing
a  controlling  interest in the Company by the current  officers,  directors and
principal stockholders.

     It is  anticipated  that any new  securities  issued in any  reorganization
would be issued in reliance upon one or more exemptions from registration  under
applicable  federal and state securities laws to the extent that such exemptions
are available.  In some  circumstances,  however, as a negotiated element of the
transaction,  the Company may agree to register  such  securities  either at the
time the  transaction is  consummated  or under certain  conditions at specified
times thereafter.  The issuance of substantial  additional  securities and their
potential  sale into any  trading  market  that might  develop in the  Company's
securities may have a depressive effect upon such market.

     The  Company  will  participate  in a business  opportunity  only after the
negotiation  and  execution of a written  agreement.  Although the terms of such
agreement  cannot  be  predicted,  generally  such an  agreement  would  require
specific  representations and warranties by all of the parties thereto,  specify
certain events of default,  detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing,  outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.

     As a general matter, the Company  anticipates that it, and/or its principal
stockholders will enter into a letter of intent with the management,  principals
or owners  of a  prospective  business  opportunity  prior to  signing a binding
agreement.  Such a letter  of intent  will set  forth the terms of the  proposed
acquisition but will not bind any of the parties to consummate the  transaction.
Execution of a letter of intent will by no means indicate that  consummation  of
an acquisition is probable.  Neither the Company nor any of the other parties to
the letter of intent  will be bound to  consummate  the  acquisition  unless and
until a definitive  agreement is executed.  Even after a definitive agreement is
executed,  it is possible that the acquisition  would not be consummated  should
any party elect to exercise any right  provided in the agreement to terminate it
on specific grounds.

     It is anticipated that the investigation of specific business opportunities
and the negotiation,  drafting and execution of relevant agreements,  disclosure
documents and other instruments will require substantial management time and

                                                                               8

<PAGE>



attention and  substantial  costs for  accountants,  attorneys and others.  If a
decision is made not to  participate  in a specific  business  opportunity,  the
costs incurred in the related investigation would not be recoverable.  Moreover,
because many providers of goods and services require compensation at the time or
soon after the goods and services are provided,  the inability of the Company to
pay until an  indeterminate  future time may make it impossible to produce goods
and services.

Investment Company Act and Other Regulation

     The  Company  may  participate  in a business  opportunity  by  purchasing,
trading or selling  the  securities  of such  business.  The  Company  does not,
however,  intend to  engage  primarily  in such  activities.  Specifically,  the
Company intends to conduct its activities so as to avoid being  classified as an
investment  Company  under the  Investment  Company Act of 1940 (the  Investment
Act),  and  therefore  to  avoid  application  of  the  costly  and  restrictive
registration  and other  provisions of the Investment  Act, and the  regulations
promulgated thereunder.

     The  Company's  plan  of  business  may  involve  changes  in  its  capital
structure,  management,  control and business,  especially if it consummates the
reorganization  as  discussed  above.  Each of these areas is  regulated  by the
Investment Act, in order to protect purchasers of investment Company securities.
Since the Company will not register as an investment Company,  stockholders will
not be afforded these protections.

Competition

     The Company expects to encounter substantial  competition in its efforts to
locate attractive  business  combination  opportunities.  The competition may in
part come from business development companies,  venture capital partnerships and
corporations, small investment companies, brokerage firms, and the like. Some of
these  types of  organizations  are likely to be in a better  position  than the
Company to obtain access to attractive  business  acquisition  candidates either
because they have greater experience, resources and managerial capabilities than
the Company,  because they are able to offer immediate access to limited amounts
of cash,  or for a variety of other  reasons.  The Company also will  experience
competition from other public companies with similar business purposes,  some of
which may also have funds available for use by an acquisition candidate.

Employees

     The Company  currently has no employees.  Management of the Company expects
to use  consultants,  attorneys  and  accountants  as  necessary,  and  does not
anticipate a need to engage any full-time employees so long as it is seeking and
evaluating business opportunities. The need for employees and their availability
will be addressed in connection  with the decision  whether or not to acquire or
participate in specific business opportunities.

Risk Factors

     The  Company's  business and plan of operation is subject to numerous  risk
factors, including, but not limited to, the following:

Limited Operating History makes Potential Difficult to Assess

     The Company has had no operating  history nor any revenues or earnings from
operations since its inception in 2001.

     The Company will, in all likelihood, continue to sustain operating expenses
without  corresponding  revenues,  at least until the consummation of a business
combination.  This  will  most  likely  result in the  Company  incurring  a net
operating loss which will increase continuously until the Company can consummate
a business  combination  with a target  company.  There is no assurance that the
Company  can  identify  such a target  company  and  consummate  such a business
combination.

There is No Agreement for a Business Combination and No Minimum Requirements for
a Business Combination

     The Company has no current  arrangement,  agreement or  understanding  with
respect to engaging in a business  combination with a specific entity. There can
be no  assurance  that  the  Company  will  be  successful  in  identifying  and
evaluating   suitable  business   opportunities  or  in  concluding  a  business
combination.  No particular industry or specific business within an industry has
been selected for a target  company.  The Company has not established a specific
length of operating history or a specified level of earnings,  assets, net worth
or other criteria which it will require a target

                                                                               9

<PAGE>



company to have  achieved,  or without  which the Company  would not  consider a
business  combination  with such business entity.  Accordingly,  the Company may
enter into a business  combination  with a business entity having no significant
operating  history,  losses,  limited or no potential  for  immediate  earnings,
limited assets, negative net worth or other negative  characteristics.  There is
no assurance  that the Company will be able to negotiate a business  combination
on terms favorable to the Company.

No Assurance of Success or Profitability

     There is no assurance  that the Company  will acquire a favorable  business
opportunity.   Even  if  the  Company  should  become  involved  in  a  business
opportunity, there is no assurance that it will generate revenues or profits, or
that the market  price of the  Company's  outstanding  shares will be  increased
thereby.

Type of Business Acquired

     The  type of  business  to be  acquired  may be one that  desires  to avoid
effecting  its  own  public  offering  an  the  accompanying  expense,   delays,
uncertainties,  and  federal  and state  requirements  which  purport to protect
investors.  Because of the Company's limited capital, it is more likely than not
that any  acquisition  by the Company will involve  other  parties whose primary
interest is the acquisition of control of a publicly  traded Company.  Moreover,
any business opportunity acquired may be currently unprofitable or present other
negative factors.

Lack of Diversification

     Because of the limited  financial  resources  that the  Company  has, it is
unlikely  that  the  Company  will be  able to  diversify  its  acquisitions  or
operations.  The Company's  probable  inability to diversify its activities into
more than one area will  subject the Company to economic  fluctuations  within a
particular business or industry and therefore increase the risks associated with
the Company's operations.

Only One Director and Officer

     Because  management  consists of only one person,  while seeking a business
combination,  Roger E. Pawson, the Company's  President of the Company,  will be
the only person  responsible  in  conducting  the  day-to-day  operations of the
Company.  The Company does not benefit from  multiple  judgments  that a greater
number of  directors  or  officers  would  provide,  and the  Company  will rely
completely  on the  judgment of its one officer and  director  when  selecting a
target company.

     Mr. Pawson anticipates  devoting only a limited amount of time per month to
the  business  of the  Company.  Mr.  Pawson  has  not  entered  into a  written
employment  agreement  with the  Company  and he is not  expected  to do so. The
Company does not anticipate  obtaining key man life insurance on Mr. Pawson. The
loss of the services of Mr. Pawson would  adversely  affect  development  of the
Company's business and its likelihood of continuing operations.

Dependence upon Management; Limited Participation of Management

     The Company will be entirely  dependant upon the experience of its officers
and directors in seeking, investigating,  and acquiring a business and in making
decisions regarding the Company's operations.  It is possible that, from time to
time,  the inability of such persons to devote their full time  attention to the
Because  investors  will not be able to evaluate  the merits of possible  future
business  acquisitions  by  the  Company,  they  should  critically  assess  the
information concerning the Company's officers and directors. (See Management.)

Conflicts of Interest

     Certain  conflicts of interest  exist  between the Company and its officers
and directors. They have other business interests to which they currently devote
attention,  and are  expected to continue  to do so. As a result,  conflicts  of
interest may arise that can be resolved only through their exercise of judgement
in a manner which is consistent with their fiduciary duties to the Company. (See
Management.)

     It is anticipated  that the Company's  principal  shareholders may actively
negotiate  or  otherwise  consent to the  purchase of a portion of their  common
stock as a condition to, or in connection with, a proposed merger or acquisition
transaction.  In this process, the Company's principal shareholders may consider
their own  personal  pecuniary  benefit  rather than the best  interest of other
Company  shareholders.  Depending  upon the  nature of a  proposed  transaction,
Company

                                                                              10

<PAGE>



shareholders  other than the  principal  shareholders  may not be  afforded  the
opportunity to approve or consent to a particular transaction.

Possible Need for Additional Financing

     The Company has very limited funds,  and such funds, may not be adequate to
take advantage of any available  business  opportunities.  Even if the Company's
currently available funds prove to be sufficient to pay for its operations until
it is able to acquire an interest in, or complete a transaction with, a business
opportunity,  such funds will clearly not be  sufficient to enable it to exploit
the opportunity. Thus, the ultimate success of the Company will depend, in part,
upon its availability to raise additional capital. In the event that the Company
requires modest amounts of additional capital to fund its operations until it is
able to complete a business acquisition or transaction, such funds, are expected
to be  provided  by the  principal  shareholders.  However,  the Company has not
investigated  the   availability,   source,  or  terms  that  might  govern  the
acquisition of the additional  capital which is expected to be required in order
to exploit a business  opportunity,  and will not do so until it has  determined
the level of need for such  additional  financing.  There is no  assurance  that
additional  capital will be available from any source or, if available,  that it
can be  obtained on terms  acceptable  to the  Company.  If not  available,  the
Company's  operations  will be limited to those  that can be  financed  with its
modest capital.

Dependence upon Outside Advisors

     To supplement the business  experience of its officers and  directors,  the
Company may be required to employ  accountants,  technical experts,  appraisers,
attorneys,  or other consultants or advisors. The selection of any such advisors
will,  be made by the  Company's  officers,  without any input by  shareholders.
Furthermore,  it is anticipated that such persons may be engaged on an as needed
basis without a continuing  fiduciary or other obligation to the Company. In the
event  the  officers  of the  Company  consider  it  necessary  to hire  outside
advisors, they may elect to hire persons who are affiliates, if those affiliates
are able to provide the required services.

Regulation of Penny Stocks

     The  Commission has adopted a number of rules to regulate  "penny  stocks."
Such  rules  include  Rule  3a51-1  and  Rules  15g-1  through  15g-9  under the
Securities  Exchange  Act of 1934,  as amended.  Because the  securities  of the
Company may  constitute  "penny  stocks" within the meaning of the rules (as any
equity  security that has a market price of less than $5.00 per share or with an
exercise  price of less than $5.00 per  share,  largely  traded in the  National
Association  of  Securities  Dealers'  (NASD)  OTC  Bulletin  Board or the "Pink
Sheets",  the  rules  would  apply to the  Company  and to its  securities.  The
Commission has adopted Rule 15g-9 which established sales practice  requirements
for certain low price securities.  Unless the transaction is exempt, it shall be
unlawful  for a broker  or dealer  to sell a penny  stock  to, or to effect  the
purchase of a penny stock by, any person  unless prior to the  transaction:  (I)
the broker or dealer has approved the person's account for transactions in penny
stock  pursuant to this rule and (ii) the broker or dealer has received from the
person a written  agreement to the  transaction  setting  forth the identity and
quantity  of the penny  stock to be  purchased.  In order to  approve a person's
account for  transactions in penny stock,  the broker or dealer must: (a) obtain
from  the  person  information  concerning  the  person's  financial  situation,
investment experience,  and investment objectives; (b) reasonably determine that
transactions  in penny stock are suitable  for that person,  and that the person
has  sufficient  knowledge and  experience in financial  matters that the person
reasonably may be expected to be capable of evaluating the risks of transactions
in penny stock; (C)) deliver to the person a written statement setting forth the
basis on which the  broker or dealer  made the  determination  (I)  stating in a
highlighted  format  that it is  unlawful  for the  broker or dealer to affect a
transaction  in penny stock unless the broker or dealer has  received,  prior to
the transaction,  a written  agreement to the transaction  from the person;  and
(ii)  stating  in  a  highlighted  format  immediately  preceding  the  customer
signature line that (iii) the broker or dealer is required to provide the person
with the written  statement;  and (iv) the person should not sign and return the
written statement to the broker or dealer if it does not accurately  reflect the
person's financial situation,  investment experience, and investment objectives;
and (d) receive from the person a manually  signed and dated copy of the written
statement.  It is also  required  that  disclosure  be made as to the  risks  of
investing in penny stock and the commissions  payable to the  broker-dealer,  as
well as current price  quotations and the remedies and rights available in cases
of fraud in penny stock  transactions.  Statements,  on a monthly basis, must be
sent to the investor  listing recent prices for the Penny Stock and  information
on  the  limited  market.  Shareholders  should  be  aware  that,  according  to
Securities and Exchange  Commission  Release No. 34-29093,  the market for penny
stocks has  suffered  in recent  years from  patterns  of fraud and abuse.  Such
patterns  include  (I)  control of the market for the  security  by one or a few
broker-dealers   that  are  often  related  to  the  promoter  or  issuer;  (ii)
manipulation of prices through  prearranged  matching of purchases and sales and
false and misleading  press releases;  (iii) "boiler room"  practices  involving
high- pressure sales tactics and unrealistic  price projections by inexperienced
sales persons; (iv) excessive and undisclosed

                                                                              11

<PAGE>



bid-ask  differential  and  markups  by  selling  broker-dealers;  and  (v)  the
wholesale  dumping of the same  securities by promoters and broker dealers after
prices  have been  manipulated  to a desired  level,  along  with the  resulting
inevitable  collapse of those prices and with consequent  investor  losses.  The
Company's  management is aware of the abuses that have occurred  historically in
the penny stock market. Although the Company does not expect to be in a position
to dictate the behavior of the market or of  broker-dealers  who  participate in
the market,  management will strive within the confines of practical limitations
to prevent the  described  patterns from being  established  with respect to the
Company's securities.

There  may  be  a  Scarcity  of  and/or  Significant  Competition  for  Business
Opportunities and Combinations

     The Company is and will continue to be an insignificant  participant in the
business of seeking mergers with and acquisitions of business entities.  A large
number of established  and  well-financed  entities,  including  venture capital
firms,  are active in mergers and  acquisitions of companies which may be merger
or acquisition target candidates for the Company.  Nearly all such entities have
significantly  greater financial  resources,  technical expertise and managerial
capabilities  than the  Company  and,  consequently,  the  Company  will be at a
competitive  disadvantage in identifying  possible  business  opportunities  and
successfully completing a business combination.  Moreover, the Company will also
compete in seeking  merger or  acquisition  candidates  with other  public shell
companies, some of which may also have funds available for use by an acquisition
candidate.

Reporting Requirements may Delay or Preclude Acquisition

     Pursuant to the requirements of Section 13 of the Exchange Act, the Company
is  required  to provide  certain  information  about  significant  acquisitions
including  audited financial  statements of the acquired company.  These audited
financial  statements  must be furnished  within 15 days following the effective
date of a business  combination.  Obtaining audited financial statements are the
economic  responsibility  of the target  company.  The additional time and costs
that  may be  incurred  by some  potential  target  companies  to  prepare  such
financial   statements  may   significantly   delay  or   essentially   preclude
consummation of an otherwise desirable  acquisition by the Company.  Acquisition
prospects  that  do not  have or are  unable  to  obtain  the  required  audited
statements  may not be  appropriate  for  acquisition  so long as the  reporting
requirements  of the  Exchange  Act are  applicable.  Notwithstanding  a  target
company's  agreement to obtain audited financial  statements within the required
time frame,  such audited  financials may not be available to the Company at the
time of effecting a business combination.  In cases where audited financials are
unavailable,  the Company will have to rely upon unaudited  information that has
not been  verified  by outside  auditors  in making its  decision to engage in a
transaction  with the business  entity.  This risk increases the prospect that a
business  combination  with  such  a  business  entity  might  prove  to  be  an
unfavorable one for the Company.

Lack of Market Research or Marketing Organization

     The Company has neither  conducted,  nor have others made  available to it,
market research indicating that demand exists for the transactions  contemplated
by the  Company.  In the  event  demand  exists  for a  transaction  of the type
contemplated  by  the  Company,  there  is no  assurance  the  Company  will  be
successful in completing any such business combination.

Regulation under The Investment Company Act of 1940

     In the event the Company engages in business  combinations  which result in
the Company holding passive  investment  interests in a number of entities,  the
Company could be subject to regulation under the Investment Company Act of 1940.
In such  event,  the Company  would be  required  to  register as an  investment
company and could be expected to incur  significant  registration and compliance
costs. The Company has obtained no formal  determination from the Securities and
Exchange Commission as to the status of the Company under the Investment Company
Act of 1940 and,  consequently,  any  violation  of such Act could  subject  the
Company to material adverse consequences.

Probable Change in Control of the Company and/or Management

     In conjunction with completion of a business acquisition, it is anticipated
that the Company will issue an amount of the Company's  authorized  but unissued
common stock that represents the greater majority of the voting power and equity
of the Company,  which will,  in all  likelihood,  result in  shareholders  of a
target company obtaining a controlling  interest in the Company.  As a condition
of the business  combination  agreement,  the current shareholder of the Company
may agree to sell or transfer all or a portion of the Company's  common stock he
owns so to  provide  the  target  company  with  all or  majority  control.  The
resulting  change in control of the Company will likely result in removal of the
present officer

                                                                              12

<PAGE>



and director of the Company and a  corresponding  reduction in or elimination of
his participation in the future affairs of the Company.

Possible Dilution of Value of Shares upon Business Combination

     A business  combination normally will involve the issuance of a significant
number of additional shares.  Depending upon the value of the assets acquired in
such business combination, the per share value of the Company's common stock may
increase or decrease, perhaps significantly.

No Public Market Exists

     There is currently no public market for the Company's  common stock, and no
assurance  can be given that a market will  develop or that a  shareholder  ever
will be able to liquidate his investment without  considerable delay, if at all.
If a market should develop,  the price may be highly  volatile.  Factors such as
those  discussed in this "Risk  Factors"  section may have a significant  impact
upon the market price of the securities  offered hereby.  Owing to the low price
of  the  securities,   many  brokerage  firms  may  not  be  willing  to  effect
transactions  in the  securities.  Even if a purchaser finds a broker willing to
effect  a  transaction  in  theses  securities,  the  combination  of  brokerage
commissions,  state  transfer  taxes,  if any, and any other  selling  costs may
exceed the selling price.  Moreover,  many lending  institutions will not permit
the use of such securities as collateral for any loans.

No Foreseeable Dividends

     The  Company  has not  paid  dividends  on its  Common  Stock  and does not
anticipate paying such dividends in the foreseeable future.

Rule 144 Sales

     Of the 18,813,000  presently issued and outstanding shares of the Company's
stock,  approximately  19,500,000 shares are "restricted  securities" within the
meaning of Rule 144 under the Securities Act of 1933, as amended.  As restricted
shares,  these shares may be resold only  pursuant to an effective  registration
statement  or under  the  requirements  of Rule 144 or  other  applicable  state
securities  law.  Rule  144  provides  in  essence  that a  person  who has held
restricted  securities for a prescribed  period,  may under certain  conditions,
sell every three months, in brokerage transactions, a number of shares that does
not exceed the greater of 1.0% of a company's  outstanding  common  stock or the
average  weekly  trading  volume during the four  calendar  weeks prior to sale.
There is no limit on the amount of restricted  securities  that may be sold by a
non-affiliate after the restricted securities have been held by the owner, for a
period of at least two years. A sale under Rule 144, or under an other exemption
from the Act, if available,  or pursuant to subsequent  registrations  of common
stock of present  shareholders,  may have a depressive  effect upon the price of
the Common  Stock in may market that may  develop.  As of the date  hereof,  the
current  controlling  shareholder  has held  approximately  87.71%  of the total
issued and  outstanding  shares of the common stock of the Company thereof since
December 1, 2004.  Accordingly,  such  shares are not  currently  available  for
resale in accordance with the provisions of Rule 144.

Blue Sky Consideration

     Because the securities  registered  hereunder have not been  registered for
resale  under the Blue Sky laws of any state,  the  holders  of such  shares and
persons who desire to purchase them in any trading  market that might develop in
the future,  should be aware,  that there may be significant  state Blue Sky law
restrictions  upon  the  ability  of  investors  to sell the  securities  and of
purchasers to purchase the securities.  Accordingly,  investors  should consider
the secondary market for the Company's securities to be a limited one.

Additional Risks - Doing Business in a Foreign Country

     The Company may  effectuate  a business  combination  with a merger  target
whose business  operations or even  headquarters,  place of formation or primary
place of business  are located  outside  the United  States of America.  In such
event,  the Company may face the significant  additional  risks  associated with
doing business in that country. In addition to the language barriers,  different
presentations of financial information,  different business practices, and other
cultural  differences and barriers that may make it difficult to evaluate such a
merger target,  ongoing business risks result from the  international  political
situation,  uncertain legal systems and applications of law,  prejudice  against
foreigners,   corrupt  practices,  uncertain  economic  policies  and  potential
political and economic  instability  that may be exacerbated in various  foreign
countries.

                                                                              13

<PAGE>



Taxation

     Federal  and state  tax  consequences  will,  in all  likelihood,  be major
considerations  in any  business  combination  that the Company  may  undertake.
Currently,  such  transactions  may be  structured  so as to result in  tax-free
treatment  to  both  companies,  pursuant  to  various  federal  and  state  tax
provisions.  The Company intends to structure any business  combination so as to
minimize  the  federal  and state tax  consequences  to both the Company and the
target entity; however, there can be no assurance that such business combination
will meet the statutory  requirements of a tax-free  reorganization  or that the
parties will obtain the intended tax-free  treatment upon a transfer of stock or
assets. A non- qualifying  reorganization could result in the imposition of both
federal and state taxes, which may have an adverse effect on both parties to the
transaction.


Item 2 - Description of Property

     The Company currently maintains a mailing address at 4878 Ronson Court, San
Diego, California 92111. The Company's telephone number there is (858) 243-2615.
Other than this mailing  address,  the Company does not  currently  maintain any
other office facilities, and does not anticipate the need for maintaining office
facilities at any time in the  foreseeable  future.  The Company pays no rent or
other  fees  for the use of the  mailing  address  as  these  offices  are  used
virtually full-time by other businesses of the Company's President.

     It is likely that the Company  will not  establish  an office  until it has
completed a business acquisition transaction,  but it is not possible to predict
what   arrangements  will  actually  be  made  with  respect  to  future  office
facilities.


Item 3 - Legal Proceedings

     The Company is not a party to any pending  legal  proceedings,  and no such
proceedings are known to be contemplated.


Item 4 - Submission of Matters to a Vote of Security Holders

     The Company has not  conducted  any  meetings  of  shareholders  during the
preceding quarter or periods subsequent thereto.



                                     PART II


Item 5 - Market for Company's Common Stock and Related Stockholder Matters

Market for Trading

     The  Company's  equity  securities  has no  current  trading  symbol  and ,
accordingly, the Company's equity securities do not have posted quotations.

     As of October 28, 2005, the Company has  approximately  42  shareholders of
record.

Common Stock

     The  Company's   Articles  of  Incorporation   authorize  the  issuance  of
100,000,000  shares of $0.001 par value  Common  Stock.  Each  record  holder of
Common Stock is entitled to one vote for each share held on all matters properly
submitted to the  stockholders  for their vote. The Articles of Incorporation do
not permit cumulative voting for the election of directors.

     Holders  of  outstanding  shares  of  Common  Stock  are  entitled  to such
dividends as may be declared  from time to time by the Board of Directors out of
legally  available  funds;  and,  in the event of  liquidation,  dissolution  or
winding up of the  affairs of the  Company,  holders  are  entitled  to receive,
ratably,  the  net  assets  of  the  Company  available  to  stockholders  after
distribution  is made to the  preferred  stockholders,  if  any,  who are  given
preferred rights upon liquidation. Holders of outstanding shares of Common Stock
have no preemptive, conversion or redemptive rights. All

                                                                              14

<PAGE>



of the issued and  outstanding  shares of Common  Stock  are,  and all  unissued
shares when offered and sold will be, duly  authorized,  validly  issued,  fully
paid, and non-assessable.  To the extent that additional shares of the Company's
Common Stock are issued,  the relative  interests of then existing  stockholders
may be diluted.

Transfer Agent

     Our independent stock transfer agent is Interwest  Transfer Company,  Inc.,
located in Salt Lake City,  Utah. Their mailing address and telephone number is:
1981 East Murray  Holladay  Road,  Suite 100; P.O. Box 17136;  Salt Lake City UT
84117.  Their  telephone  numbers are:  Phone:  (801)  272-9294  and Fax:  (801)
277-3147.

Reports to Stockholders

     The Company  plans to furnish its  stockholders  with an annual  report for
each fiscal year ending December 31 containing  financial  statements audited by
its independent  certified public  accountants.  In the event the Company enters
into a business combination with another Company, it is the present intention of
management to continue furnishing annual reports to stockholders.  Additionally,
the Company  may, in its sole  discretion,  issue  unaudited  quarterly or other
interim  reports to its  stockholders  when it deems  appropriate.  The  Company
intends to maintain  compliance with the periodic reporting  requirements of the
Securities Exchange Act of 1934.

Dividend policy

     No dividends  have been paid to date and the  Company's  Board of Directors
does not  anticipate  paying  dividends  in the  foreseeable  future.  It is the
current  policy to retain all  earnings,  if any, to support  future  growth and
expansion.


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

General

     Fabulous Fritas  Corporation was  incorporated as Burgers By Farfour,  Inc.
(Company) in  accordance  with the Laws of the State of Florida.  The  Company's
initial  business plan involved  marketing the concept of a national "fast food"
restaurant  chain to children and young  adults,  with a menu of fresh  burgers,
fries and sandwiches.

     On May 17, 2003,  concurrent with a change of control, the Company modified
its business plan to provide for the  establishment  of small local  restaurants
which would sell basic Latin food with a  Cuban/Mojo  menu under the name of Les
Fritas.  With this  modification,  the Company  changed it's  corporate  name to
Fabulous Fritas Corporation.

     The Company acquired initial funding following a Registration  Statement on
Form  SB-2  (File  No.  333-70868)  which was  declared  effective  by the U. S.
Securities and Exchange Commission on January 4, 2002.

     After  considerable  effort during 2004,  the Company's  Board of Directors
reached the determination that insufficient capital was available to the Company
to  complete  the  Company's  initial  business  plan and  open  the  previously
announced restaurant. Accordingly, the Company's business plan was abandoned

     On March 20, 2004,  the Company  entered into an Agreement For The Exchange
Of Common Stock (Agreement) with Union Dental Corp., a Florida corporation,  and
two (2) of its affiliated companies,  whereby the shareholder(s) of Union Dental
Corp.  would  acquire  control  of the  Company  through a  reverse  acquisition
transaction.  This  Agreement  was subject to due  diligence,  the  provision of
audited  financial  statements  and other  related  criteria  which was  ongoing
through  Calendar  2004.  Due to the  failure  to  perform  on the  part of both
parties,  both the Company and Union Dental Corp.  Mutually  agreed to terminate
this  proposed  reverse  combination  transaction  on October  12,  2004 with no
further performance or obligation on the part of either party.

     Effective  December  1,  2004,  concurrent  with a change in control of the
Company,  the Company's  Board of Directors  adopted a new business plan whereby
the  current  principal  business  activity  will be to seek a suitable  reverse
acquisition  candidate  through  acquisition,  merger or other suitable business
combination method.

     The  Company  has  never  fully  implemented  it's  business  plan(s)  and,
accordingly, is considered to be in the development stage.


                                                                              15

<PAGE>



Results of Operations

     The Company had no revenue for either of the years ended  December 31, 2004
and 2003, respectively.

     General and  administrative  expenses for the years ended December 31, 2004
and 2003 were approximately $19,500,  including consulting fees of approximately
$15,000 related to the failed business combination transaction with Union Dental
Corp. and approximately $750 in accrued interest expense on a note payable given
in payment  of the  aforementioned  consulting  fees and  approximately  $8,600,
respectively.  Earnings per share for the  respective  years ended  December 31,
2004 and 2003 was $0.00 and $0.00 based on the  weighted-average  shares  issued
and outstanding at the end of each respective year.

     The Company  does not expect to generate  any  meaningful  revenue or incur
operating  expenses for purposes  other than  fulfilling  the  obligations  of a
reporting  company  under the  Securities  Exchange Act of 1934 unless and until
such time that the Company's operating subsidiary begins meaningful operations.

     At  December  31,  2004 and 2003,  respectively,  the  Company  had working
capital of approximately $34,300 and $58,700.

     On December  1, 2004,  Roger E. Pawson  acquired  approximately  16,500,500
shares of  restricted,  unregistered  common stock from Ricardo Jara. Mr. Pawson
was concurrently  elected President,  Chief Executive  Officer,  Chief Operating
Officer,  Chairman of the Board of Directors, and Secretary and Treasurer of the
Company.  As a result of this transaction,  Roger E. Pawson became the Company's
controlling shareholder,  owning 16,500,500 shares of the then 20,813,000 issued
and  outstanding  shares of the  Registrant's  common  stock,  or  approximately
79.28%, at the close of business on December 1, 2004.

     It is the belief of management and significant stockholders that sufficient
working capital necessary to support and preserve the integrity of the corporate
entity  will be  present.  However,  there is no  legal  obligation  for  either
management or significant  stockholders  to provide  additional  future funding.
Should this pledge fail to provide financing, the Company has not identified any
alternative  sources.  Consequently,   there  is  substantial  doubt  about  the
Company's ability to continue as a going concern.

     The Company's need for working capital may change  dramatically as a result
of  any  business  acquisition  or  combination  transaction.  There  can  be no
assurance that the Company will identify any such business,  product, technology
or company  suitable for  acquisition  in the future.  Further,  there can be no
assurance that the Company would be successful in  consummating  any acquisition
on favorable  terms or that it will be able to  profitably  manage the business,
product, technology or company it acquires.

Plan of Business

General

     The Company intends to locate and combine with an existing,  privately-held
company which is profitable  or, in  management's  view,  has growth  potential,
irrespective of the industry in which it is engaged.  However,  the Company does
not  intend  to  combine  with a  private  company  which may be deemed to be an
investment  company subject to the Investment Company Act of 1940. A combination
may be structured as a merger,  consolidation,  exchange of the Company's common
stock for stock or assets or any other form which  will  result in the  combined
enterprise's becoming a publicly-held corporation.

     Pending  negotiation  and  consummation  of  a  combination,   the  Company
anticipates  that  it  will  have,  aside  from  carrying  on its  search  for a
combination partner, no business  activities,  and, thus, will have no source of
revenue.  Should  the  Company  incur  any  significant  liabilities  prior to a
combination  with  a  private  company,  it may  not be  able  to  satisfy  such
liabilities as are incurred.

     If the Company's  management pursues one or more combination  opportunities
beyond  the  preliminary   negotiations   stage  and  those   negotiations   are
subsequently  terminated,  it is foreseeable  that such efforts will exhaust the
Company's ability to continue to seek such combination  opportunities before any
successful  combination can be consummated.  In that event, the Company's common
stock will become  worthless  and  holders of the  Company's  common  stock will
receive a nominal  distribution,  if any,  upon the  Company's  liquidation  and
dissolution.


                                                                              16

<PAGE>



Combination Suitability Standards

     In its pursuit for a combination  partner, the Company's management intends
to consider only combination candidates which are profitable or, in management's
view, have growth potential.  The Company's management does not intend to pursue
any  combination  proposal  beyond the  preliminary  negotiation  stage with any
combination  candidate which does not furnish the Company with audited financial
statements  for at least its most  recent  fiscal year and  unaudited  financial
statements for interim periods  subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
manner.  The Company will, if necessary  funds are available,  engage  attorneys
and/or accountants in its efforts to investigate a combination  candidate and to
consummate a business  combination.  The Company may require  payment of fees by
such combination  candidate to fund the investigation of such candidate.  In the
event such a combination candidate is engaged in a high technology business, the
Company may also obtain  reports from  independent  organizations  of recognized
standing  covering the technology  being developed and/or used by the candidate.
The  Company's  limited  financial  resources may make the  acquisition  of such
reports  difficult  or even  impossible  to obtain  and,  thus,  there can be no
assurance  that the Company  will have  sufficient  funds to obtain such reports
when considering combination proposals or candidates.  To the extent the Company
is  unable to  obtain  the  advice or  reports  from  experts,  the risks of any
combined enterprise's being unsuccessful will be enhanced.  Furthermore,  to the
knowledge of the Company's officers and directors, neither the candidate nor any
of  its  directors,   executive  officers,  principal  shareholders  or  general
partners:

     1)   will not have been  convicted of  securities  fraud,  mail fraud,  tax
          fraud, embezzlement,  bribery, or a similar criminal offense involving
          misappropriation  or theft of funds,  or be the  subject  of a pending
          investigation or indictment involving any of those offenses;
     2)   will not have been subject to a temporary or permanent  injunction  or
          restraining  order arising from unlawful  transactions  in securities,
          whether as issuer, underwriter, broker, dealer, or investment advisor,
          may be the subject of any pending  investigation  or a defendant  in a
          pending  lawsuit  arising from or based upon  allegations  of unlawful
          transactions in securities; or
     3)   will not have been a defendant in a civil  action which  resulted in a
          final judgement against it or him awarding damages or rescission based
          upon unlawful practices or sales of securities.

     The Company's  officers and  directors  will make these  determinations  by
asking  pertinent  questions  of  the  management  of  prospective   combination
candidates.  Such persons will also ask pertinent questions of others who may be
involved in the combination proceedings.  However, the officers and directors of
the  Company  will  not  generally  take  other  steps to  verify  independently
information  obtained in this manner which is favorable.  Unless something comes
to their  attention  which  puts them on notice of a  possible  disqualification
which is being  concealed  from  them,  such  persons  will rely on  information
received from the management of the prospective  combination  candidate and from
others who may be involved in the combination proceedings.

Liquidity and Capital Resources

     It is the belief of management and significant stockholders that sufficient
working capital necessary to support and preserve the integrity of the corporate
entity  will be  present.  However,  there is no  legal  obligation  for  either
management or significant  stockholders  to provide  additional  future funding.
Should this pledge fail to provide financing, the Company has not identified any
alternative  sources.  Consequently,   there  is  substantial  doubt  about  the
Company's ability to continue as a going concern.

     As  previously  disclosed,  the  Company  received,  in May  2003,  two (2)
separate  subscriptions  from one (1)  individual for 100,000  pre-split  shares
(1,000,000 post-split shares) of restricted common stock in exchange for $50,000
cash each. The first  subscription was immediately  funded and the proceeds held
in the Company's legal counsel's trust account.  The second  subscription for an
additional  1,000,000  post-split  shares of restricted common stock in exchange
for an  additional  $50,000  cash was to be funded when the  Company  opened its
first  restaurant  location  and upon  approval for  quotation of the  Company's
equity  securities by the National  Association of Securities  Dealers (NASD) on
the NASDAQ Electronic Over The Counter Bulletin Board. After considerable effort
during 2004, the Company's  Board of Directors  reached the  determination  that
insufficient  capital was  available  to the Company to complete  the  Company's
initial business plan and open the previously announced restaurant. Accordingly,
this  business  plan  was  abandoned  and  the   subscription   agreements  were
terminated.  The $50,000  cash on hand at December  31, 2004 was returned to the
investor on January 14, 2005.


                                                                              17

<PAGE>



     The Company has no current plans, proposals, arrangements or understandings
with  respect to the sale or  issuance  of  additional  securities  prior to the
location  of a merger or  acquisition  candidate.  Accordingly,  there can be no
assurance that sufficient  funds will be available to the Company to allow it to
cover the expenses related to such activities.

The Company does not currently contemplate making a Regulation S offering.

     Regardless of whether the  Company's  cash assets prove to be inadequate to
meet the  Company's  operational  needs,  the Company  might seek to  compensate
providers of services by issuances of stock in lieu of cash. For  information as
to the  Company's  policy in regard to  payment  for  consulting  services,  see
Certain Relationships and Transactions.


Item 7 - Index to Financial Statements

     The  required  financial  statements  begin  on page F-1 at the end of this
document.


Item 8 -  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
          Financial Disclosures

     On April 4, 2005,  the Board of  Directors of Fabulous  Fritas  Corporation
(Company)  notified  Durland & Company,  CPA's, P. A. (Durland) that the Company
intended to engage the services of S. W. Hatfield, CPA of Dallas, Texas (SWHCPA)
as the  Company's  auditor for the fiscal year ended  December  31,  2004.  As a
consequence,  Durland was  dismissed as the  Company's  auditors.  The action to
engage S. W. Hatfield, CPA was taken upon the unanimous approval of the Board of
Directors of the Company, which performs the function of the Audit Committee.

     No accountant's  report on the financial  statements for either of the past
two (2) years  contained an adverse  opinion or a  disclaimer  of opinion or was
qualified or modified as to uncertainty,  audit scope or accounting  principles,
except  for a going  concern  opinion  expressing  substantial  doubt  about the
ability of the Company to continue as a going concern.

     During the Company's two most recent fiscal years (ended  December 31, 2003
and 2002) and from  January  1, 2004 to the date of this  Report,  there were no
disagreements with Durland on any matter of accounting  principles or practices,
financial  disclosure,  or auditing  scope or procedure,  except that  Durland's
opinion  expressed  substantial  doubt with respect to the Company's  ability to
continue  as a going  concern  for both  fiscal  years.  Further,  there were no
reportable  events,  as described in Item  304(a)(1)(iv)(B)  of Regulation  S-B,
during the Company's  two most recent fiscal years (ended  December 31, 2003 and
2002) and from January 1, 2004 to the date of this Report.

     During  the two most  recent  fiscal  years  and  through  the date of this
Report, the Company has not consulted with S. W. Hatfield, CPA regarding either:

     1.   the application of accounting principles to any specified transaction,
          either completed or proposed,  or the type of audit opinion that might
          be  rendered  on the  Company's  financial  statements,  and neither a
          written  report  was  provided  to the  Company  nor oral  advice  was
          provided that S. W.  Hatfield,  CPA concluded was an important  factor
          considered by the Company in reaching a decision as to the accounting,
          auditing or financial reporting issue; or
     2.   any  matter  that was  either  subject of  disagreement  or event,  as
          defined in Item  304(a)(1)(iv)(A)  of  Regulation  S-B and the related
          instruction to Item 304 of Regulation  S-B, or a reportable  event, as
          that term is explained in Item 304(a)(1)(iv)(A) of Regulation S-B.

     The Company  filed a Current  Report on Form 8-K  disclosing  this event on
April 5, 2005.


Item 8A - Controls and Procedures

     As of the date of this filing,  an evaluation of the  effectiveness  of the
design and operation of Fabulous Fritas  Corporation's  disclosure  controls and
procedures was carried out under the supervision and with the  participation  of
management, including our Chief Executive and Financial Officer. Based upon that
evaluation,  our  Chief  Executive  and  Financial  Officer  concluded  that the
Company's  disclosure controls and procedures are effective.  There have been no
significant  changes in our  internal  controls or in other  factors  that could
significantly affect internal controls subsequent to the date we carried out the
evaluation.

                                                                              18

<PAGE>



                                    PART III


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

     The directors and executive officers serving the Company are as follows:

              Name         Age          Position Held and Tenure
--------------------       ---          --------------------------
     Roger E. Pawson       53           President, Chief Executive Officer
                                        Chief Financial Officer and Director

     The  director  named above will serve until the next annual  meeting of the
Company's  stockholders  or until  their  successors  are duly  elected and have
qualified.   Directors  will  be  elected  for  one-year  terms  at  the  annual
stockholders meeting.  Officers will hold their positions at the pleasure of the
board of directors,  absent any  employment  agreement,  of which none currently
exists or is contemplated.  There is no arrangement or understanding between any
of the  directors  or officers of the Company and any other  person  pursuant to
which any director or officer was or is to be selected as a director or officer,
and there is no arrangement,  plan or understanding as to whether non-management
shareholders  will exercise their voting rights to continue to elect the current
directors to the Company's board. There are also no arrangements,  agreements or
understandings  between   non-management   shareholders  that  may  directly  or
indirectly participate in or influence the management of the Company's affairs.

     The directors and officers will devote their time to the Company's  affairs
on an as needed basis, which, depending on the circumstances, could amount to as
little as two hours per month, or more than forty hours per month, but more than
likely encompass less than four (4) hours per month.  There are no agreements or
understandings  for any  officer or director to resign at the request of another
person,  and none of the officers or directors  are acting on behalf of, or will
act at the direction of, any other person.

Biographical Information

     ROGER E.  PAWSON - Age 53. Mr.  Pawson is the  Company's  sole  officer and
director.  In 1996, Mr. Pawson was the President,  Chief  Executive  Officer and
majority shareholder of TLCO Software,  Inc. TLCO Software's primary business at
that time was the  development  of  advanced  yet user  friendly  web  authoring
software using its proprietary  code. In 1997,  TLCO Software  launched the "Web
Factory"(TM)  family of  products,  which  included  Web-Factory,  Author,  Web-
Factory, Site Builder Web Factory, Professional Edition. These products were the
foundation  of  TLCO  Software's  expansion  into  Software  Publishing,  OEM  &
Electronic Markets.  Mr. Pawson subsequently sold his interest in the company in
2001. Between 2001 and 2004, Mr. Pawson became the President and Chief Executive
Officer of  National  Developers,  an Arizona  based  development  company  that
specialized in the design and  construction of custom homes,  shopping malls and
strip centers.  Mr. Pawson is presently an independent  business  consultant and
advisor to  various  corporations.  Mr.  Pawson  received a Masters in  Business
Studies degree from Leeds University in Yorkshire, England in 1971.

Indemnification of Officers and Directors.

   The Company's By-Laws provide for the indemnification of its, directors,
officers, employees, and agents, under certain circumstances, against attorney's
fees and other expenses incurred by them in any litigation to which they become
a party arising from their association with or activities on behalf of the
Company. The Company will also bear the expenses of such litigation for any of
its directors, officers, employees, or agents, upon such persons promise to
repay the Company therefor if it is ultimately determined that any such person
shall not have been entitled to indemnification. This indemnification policy
could result in substantial expenditures by the Company, which it may be unable
to recoup.

Conflicts of Interest

   None of the officers of the Company will devote more than a small portion of
their respective time to the affairs of the Company. There will be occasions
when the time requirements of the Company's business conflict with the demands
of the officers' other business and investment activities. Such conflicts may
require that the Company attempt to employ

                                                                              19

<PAGE>



additional  personnel.  There is no assurance  that the services of such persons
will be  available  or that they can be  obtained  upon terms  favorable  to the
Company.

     The  officers,  directors  and  principal  shareholders  of the Company may
actively  negotiate  for the  purchase of a portion of their  common  stock as a
condition  to,  or  in  connection   with,  a  proposed  merger  or  acquisition
transaction.  It is  anticipated  that a substantial  premium may be paid by the
purchaser  in  conjunction  with any sale of shares by the  Company's  officers,
directors  and principal  shareholders  made as a condition to, or in connection
with, a proposed merger or acquisition transaction.  The fact that a substantial
premium may be paid to members of Company  management  to acquire  their  shares
creates a conflict  of  interest  for them and may  compromise  their  state law
fiduciary duties to the Company's other  shareholders.  In making any such sale,
members of Company  management may consider their own personal pecuniary benefit
rather  than  the  best  interests  of  the  Company  and  the  Company's  other
shareholders,  and the other  shareholders  are not  expected to be afforded the
opportunity  to  approve  or  consent  to  any  particular  buy-out  transaction
involving shares held by members of Company management.

     The Company has adopted a policy under which any  consulting or finders fee
that may be paid to a third party for consulting  services to assist  management
in evaluating a prospective  business  opportunity would be paid in stock rather
than in cash.  Any such  issuance  of  stock  would be made on an ad hoc  basis.
Accordingly,  the Company is unable to predict whether,  or in what amount, such
stock issuance might be made.

     It is not currently anticipated that any salary, consulting fee, or finders
fee shall be paid to any of the Company's directors or executive officers, or to
any  other  affiliate  of  the  Company  except  as  described  under  Executive
Compensation above.

     Although  management has no current plans to cause the Company to do so, it
is possible  that the Company may enter into an  agreement  with an  acquisition
candidate requiring the sale of all or a portion of the Common Stock held by the
Company's  current  stockholders  to the  acquisition  candidate  or  principals
thereof,  or to other individuals or business entities,  or requiring some other
form of payment to the Company's current  stockholders,  or requiring the future
employment  of specified  officers  and payment of salaries to them.  It is more
likely  than  not  that  any  sale  of  securities  by  the  Company's   current
stockholders  to an  acquisition  candidate  would  be at a price  substantially
higher than that  originally paid by such  stockholders.  Any payment to current
stockholders  in the context of an  acquisition  involving  the Company would be
determined  entirely by the largely  unforeseeable  terms of a future  agreement
with an unidentified business entity.


Item 10 - Executive Compensation

     Currently,  management of the Company requires less than four (4) hours per
month.  Accordingly,  no officer or director has received any compensation  from
the  Company.   Until  the  Company  acquires  additional  capital,  it  is  not
anticipated  that any officer or director  will  receive  compensation  from the
Company other than  reimbursement for out-of- pocket expenses incurred on behalf
of the Company. See Certain Relationships and Related Transactions.

     The Company has no stock option,  retirement,  pension,  or  profit-sharing
programs  for the benefit of  directors,  officers or other  employees,  but the
Board of Directors  may  recommend  adoption of one or more such programs in the
future.


Item 11 - Security Ownership of Certain Beneficial Owners and Management

     The  following  table  sets  forth,  as of the  date of  this  Registration
Statement, the number of shares of Common Stock owned of record and beneficially
by  executive  officers,  directors  and  persons  who  hold  5% or  more of the
outstanding  Common Stock of the Company.  Also  included are the shares held by
all executive officers and directors as a group.

                                        Number of Shares
     Name and address                   Beneficially Owned      % of Class
------------------------------          ------------------      -----------
Roger E. Pawson                           16,500,500              87.71%
4878 Ronson Court
San Diego, California 92111

All Directors and                         16,500,000              87.71%
Executive Officers (1 person)

                                                                              20

<PAGE>




Item 12 - Certain Relationships and Related Transactions

     The Company currently maintains a mailing address at 4878 Ronson Court, San
Diego, California 92111. The Company's telephone number there is (858) 243-2615.
This address is  maintained  and  controlled  by Roger E. Pawson,  the Company's
President.  Other than this  mailing  address,  the Company  does not  currently
maintain  any other  office  facilities,  and does not  anticipate  the need for
maintaining office facilities at any time in the foreseeable future. The Company
pays no rent or other fees for the use of the mailing  address as these  offices
are used virtually full-time by other businesses of the Company's President.


Item 13 - Exhibits and Reports on Form 8-K

Item No.  Description
-------   -----------------------

31 *      Certificate of the Chief Executive Officer and Chief Financial Officer
          pursuant Section 302 of the Sarbanes-Oxley Act of 2002

32 *      Certificate of the Chief Executive Officer and Chief Financial Officer
          pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
-------------------------------------------------
*    Filed herewith

Reports on Form 8-K

   April 5, 2005 - Disclosing certain business transactions and a change in the
Company's certifying public accountant.


Item 14 - Principal Accountant Fees and Services

     The  Company  paid or accrued the  following  fees in each of the prior two
fiscal years to it's principal  accountant,  Durland & Company,  CPA's, P. A. of
Palm Beach, Florida:

                                         Year ended      Year ended
                                        December 31,    December 31,
                                            2004             2003
                                        ------------   -------------

1.   Audit fees                         $      3,720   $       7,350
2.   Audit-related fees                            -               -
3.   Tax fees                                      -               -
4.   All other fees                                -               -
                                        ------------   -------------
   Totals                               $      3,720   $       7,350
                                        ============   =============

     The  Company has not  designated  a formal  audit  committee.  However,  as
defined in Sarbanes-Oxley Act of 2002, the entire Board of Directors (Board), in
the absence of a formally appointed committee, is, by definition,  the Company's
audit committee.

     In  discharging  its  oversight  responsibility  as to the  audit  process,
commencing  with  the  engagement,   and  subsequent  dismissal,  of  Durland  &
Associates,  CPA's, P. A., the Board obtained from it's  independent  auditors a
formal written statement  describing all relationships  between the auditors and
the  Company  that might  bear on the  auditors'  independence  as  required  by
Independence  Standards  Board Standard No. 1,  "Independence  Discussions  with
Audit  Committees." The Board discussed with the auditors any relationships that
may impact their  objectivity  and  independence,  including  fees for non-audit
services, and satisfied itself as to the auditors' independence.  The Board also
discussed with management and the independent  auditors the quality and adequacy
of the Company's internal controls.

     The Board reviewed with the independent auditors their management letter on
internal controls, if one was issued by the Company's auditors.

     The Board discussed and reviewed with the independent  auditors all matters
required to be discussed by auditing standards  generally accepted in the United
States of America,  including those described in Statement on Auditing Standards
No. 61, as amended, "Communication with Audit Committees".


                                                                              21

<PAGE>



     The Board  reviewed the audited  financial  statements of the Company as of
and for the years  ended  December  31,  2004 and 2003 with  management  and the
respective independent auditors. Management has the sole ultimate responsibility
for the  preparation  of the Company's  financial  statements and the respective
independent  auditors have the  responsibility  for their  examination  of those
statements.

     Based on the  above-mentioned  review and  discussions  with the respective
independent  auditors  and  management,  the  Board of  Directors  approved  the
Company's audited financial  statements and recommended that they be included in
its Annual  Report on Form  10-KSB for the year ended  December  31,  2004,  for
filing with the Securities and Exchange Commission.

     The Company's principal accountant for the year ended December 31, 2004, S.
W. Hatfield, CPA and for the year ended December 31, 2003, Durland & Associates,
CPA's,  P.  A.,  did not  engage  any  other  persons  or firms  other  than the
respective principal accountant's full-time, permanent employees.


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



                                   SIGNATURES

     In  accord  with  Section  13 or 15(d) of the  Securities  Act of 1933,  as
amended,  the  Company  caused  this  report to be  signed on its  behalf by the
undersigned, thereto duly authorized.

                           Fabulous Fritas Corporation

Dated: October 28, 2005                  /s/ Roger E. Pawson
                                        -------------------------------
                                        Roger E. Pawson
                                        Chief Executive Officer,
                                        Chief Financial Officer
                                        and Director


     In accordance  with the Securities  Exchange Act of 1934, as amended,  this
report has been signed below by the  following  persons on behalf of the Company
and in the capacities and on the date as indicated.


Dated: October 28, 2005                  /s/ Roger E. Pawson
                                        -------------------------------
                                        Roger E. Pawson
                                        President, Chief Executive Officer,




                                                                              22

<PAGE>



                           Fabulous Fritas Corporation
                        (a development stage enterprise)



                                    Contents
                                                                      Page


Report of Independent Registered Public Accounting Firms
   S. W. Hatfield, CPA                                                 F-2
   Durland & Company, CPA's, P. A.                                     F-3

Annual Financial Statements

   Balance Sheets
     as of December 31, 2004 and 2003                                  F-4

   Statements of Operations and Comprehensive Loss
     for the years ended December 31, 2004 and 2003                    F-5

   Statement of Changes in Shareholders' Equity
     for the years ended December 31, 2004 and 2003                    F-6

   Statements of Cash Flows
     for the years ended December 31, 2004 and 2003                    F-7

   Notes to Financial Statements                                       F-8

















                                                                             F-1
<PAGE>



                        Letterhead of S. W. Hatfield, CPA

             Report of Independent Registered Public Accounting Firm


Board of Directors and Stockholders
Fabulous Fritas Corporation

We have audited the accompanying balance sheet of Fabulous Fritas Corporation (a
Florida  corporation and a development stage enterprise) as of December 31, 2004
and the related  statements of operations  and  comprehensive  loss,  changes in
shareholders' equity and cash flows for the year ended December 31, 2004 and for
the period from July 31, 2001 (date of  inception)  through  December  31, 2004,
respectively. 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 audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  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
audit provides 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 Fabulous Fritas Corporation as
of December  31, 2004 and the results of its  operations  and its cash flows for
the year ended  December 31, 2004 and for the period from July 31, 2001 (date of
inception) through December 31, 2004, respectively, in conformity with generally
accepted  accounting  principles  generally  accepted  in the  United  States of
America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note C to the
financial statements, the Company has no viable operations or significant assets
and is dependent upon  significant  shareholders to provide  sufficient  working
capital to maintain the integrity of the corporate entity.  These  circumstances
create  substantial  doubt  about the  Company's  ability to continue as a going
concern and are discussed in Note C. The financial statements do not contain any
adjustments that might result from the outcome of these uncertainties.


                                                         /s/ S. W. Hatfield, CPA
                                                      --------------------------
                                                             S. W. HATFIELD, CPA


Dallas, Texas
April 5, 2005


                                                                             F-2
<PAGE>



                  Letterhead of Durland & Company, CPA's, P. A.

             Report of Independent Registered Public Accounting Firm


The Board of Directors and Stockholders
Fabulous Fritas Corporation
   (A Development Stage Enterprise)

We have audited the accompanying balance sheet of Fabulous Fritas Corporation, a
development stage enterprise, as of December 31, 2003 and the related statements
of operations and comprehensive  loss,  shareholders'  equity and cash flows for
the year ended  December 31, 2003 and for the period from July 31, 2001 (date of
inception) through December 31, 2003,  respectively.  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 audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). 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 also 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 audit provides 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 Fabulous Fritas Corporation as
of December  31, 2003 and the results of its  operations  and its cash flows for
the year ended  December 31, 2003 and for the period from July 31, 2001 (date of
inception) through December 31, 2003, respectively, in conformity with generally
accepted  accounting  principles  generally  accepted  in the  United  States of
America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note C to the
financial  statements,  the Company has experienced a loss since inception.  The
Company's financial position and operating results raise substantial doubt about
the  Company's  ability to continue as a going  concern.  Management's  plans in
regard to these matters are discussed in Note C. The financial statements do not
contain any adjustments that might result from the outcome of this uncertainty.


                                             /s/ Durland & Company, CPA's, P. A.
                                           -------------------------------------
                                                 Durland & Company, CPA's, P. A.


Palm Beach, Florida
April 13, 2004


                                                                             F-3
<PAGE>



<TABLE>
<CAPTION>
                           Fabulous Fritas Corporation
                        (a development stage enterprise)
                                 Balance Sheets
                           December 31, 2004 and 2003


                                                                                 December 31,   December 31,
                                                                                    2004            2003
                                                                                -------------  -------------
<S>                                                                             <C>            <C>
                                     ASSETS
Current Assets
   Cash in Attorney Trust Account                                               $      50,000  $      58,746
                                                                                -------------  -------------

   Total Current Assets                                                                50,000         58,746
                                                                                -------------  -------------

Total Assets                                                                    $      50,000  $      58,746
                                                                                =============  =============

                 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Liabilities
   Current Liabilities
     Note payable                                                               $      15,000  $           -
     Accounts payable - trade                                                               -              -
     Accrued interest payable                                                             748              -
                                                                                -------------  -------------

     Total Current Liabilities                                                         15,748              -
                                                                                -------------  -------------

Commitments and Contingencies

Shareholders' Equity Preferred stock - no par value.
     10,000,000 shares authorized
     None issued and outstanding                                                            -              -
   Common stock - $0.001 par value.
     100,000,000 shares authorized.
     19,813,000 and 20,813,000 shares
       issued and outstanding, respectively                                            19,813         20,813
   Additional paid-in capital                                                          58,437         62,437
   Deficit accumulated during the development stage                                   (43,998)       (24,504)
                                                                                -------------  -------------

   Total Shareholders' Equity                                                          34,252         58,746
                                                                                -------------  -------------

   Total Liabilities and Shareholders' Equity                                   $      50,000  $      58,746
                                                                                =============  =============
</TABLE>



The accompanying notes are an integral part of these financial statements.
                                                                             F-4

<PAGE>



<TABLE>
<CAPTION>
                           Fabulous Fritas Corporation
                        (a development stage enterprise)
                 Statements of Operations and Comprehensive Loss
                     Years ended December 31, 2004 and 2003
     Period from July 31, 2001 (date of inception) through December 31, 2004


                                                                                                          Period from
                                                                                                         July 31, 2001
                                                                                                      (date of inception)
                                                              Year ended            Year ended              through
                                                             December 31,          December 31,           December 31,
                                                                 2004                  2003                   2004
                                                          ------------------    ------------------    --------------------
<S>                                                       <C>                   <C>                   <C>

Revenues                                                  $                -    $                -    $                  -
                                                          ------------------    ------------------    --------------------

Expenses
General and administrative expenses                                   18,746                 8,552                  41,500
Legal fees - related party/shareholder                                     -                     -                   1,750
Interest expense                                                         748                     -                     748
   Total expense                                                      19,494                 8,552                  43,998
                                                          ------------------    ------------------    --------------------

Loss from operations before provision
    for income taxes                                                 (19,494)               (8,552)                (43,998)

Provision  for income taxes                                                -                     -                       -
                                                          ------------------    ------------------    --------------------

Net Loss                                                             (19,494)               (8,552)                (43,998)

Other Comprehensive Income                                                 -                     -                       -
                                                          ------------------    ------------------    --------------------

Comprehensive Loss                                        $          (19,494)   $           (8,552)   $            (43,998)
                                                          ==================    ==================    ====================

Earnings per share of common stock outstanding
computed on net loss - basic and fully diluted                           nil                   nil                     nil
                                                          ==================    ==================    ====================

Weighted-average number of shares outstanding -
basic and fully diluted                                           20,006,989            20,395,685              19,942,287
                                                          ==================    ==================    ====================
</TABLE>



The accompanying notes are an integral part of these financial statements.
                                                                             F-5
<PAGE>



<TABLE>
<CAPTION>
                           Fabulous Fritas Corporation
                        (a development stage enterprise)
             Statement of Changes in Shareholders' Equity (Deficit)
                  Period from July 31, 2001 (date of inception
                            through December 31, 2004


                                                                       Deficit
                                                                     accumulated
                                                        Additional   during the
                                       Common Stock      paid-in     development
                                    Shares   Amount      capital        stage       Total
                                 ---------- ---------   ----------   ------------  ---------
<S>                              <C>        <C>         <C>          <C>           <C>
Shares issued for
   services at initial
   capitalization for
   $0.001 per share               1,950,000  $  1,950   $        -   $          -  $   1,950
   Effect of 10 for 1
   forward stock split           17,550,000    17,550      (17,550)             -          -

Net loss for the period                   -         -            -         (1,950)    (1,950)
                                 ---------- ---------   ----------   ------------  ---------

Balances at
   December 31, 2001              19,500,000   19,500      (17,550)        (1,950)         -

Common shares sold for
   cash at $1.00 per share
   pursuant to a Registration
   Statement on Form SB-2            123,000      123       12,177              -     12,300

Net loss for the year                     -         -            -        (14,002)   (14,002)
                                 ---------- ---------   ----------   ------------  ---------

Balances at
   December 31, 2002             19,623,000    19,623       (5,373)       (15,952)    (1,702)

Common shares sold for
   cash at $1.00 per share
   pursuant to a Registration
   Statement on Form SB-2           190,000       190       18,810              -     19,000

Common shares sold for cash
   at $0.50 per share in a
   private placement              1,000,000     1,000       49,000              -     50,000

Net loss for the year                     -         -            -         (8,552)    (8,552)
                                 ---------- ---------   ----------   ------------  ---------

Balances at
   December 31, 2003             20,813,000    20,813       62,437        (24,504)    58,746

Purchase of treasury
   stock at $0.005 per share     (1,000,000)   (1,000)      (4,000)             -     (5,000)

Net loss for the year                     -         -            -        (19,494)   (19,494)
                                 ---------- ---------   ----------   ------------  ---------

Balances at
   December 31, 2004             19,813,000 $  19,813   $   58,437   $    (43,998) $  34,252
                                 ========== =========   ==========   ============  =========
</TABLE>



The accompanying notes are an integral part of these financial statements.
                                                                             F-6
<PAGE>



<TABLE>
<CAPTION>
                           Fabulous Fritas Corporation
                        (a development stage enterprise)
                            Statements of Cash Flows
                     Years ended December 31, 2004 and 2003
     Period from July 31, 2001 (date of inception) through December 31, 2004


                                                                                                          Period from
                                                                                                         July 31, 2001
                                                                                                      (date of inception)
                                                              Year ended            Year ended              through
                                                             December 31,          December 31,           December 31,
                                                                 2004                  2003                   2004
                                                          ------------------    ------------------    --------------------
<S>                                                       <C>                   <C>                   <C>

Cash Flows from Operating Activities
   Net loss for the period                                $          (19,494)   $           (8,552)   $            (43,998)
   Adjustments to reconcile net loss
     to net cash provided by operating activities
       Depreciation and amortization                                       -                     -                       -
       Organizational costs paid with common stock                         -                     -                   1,950
       Increase (Decrease) in
         Accounts payable - trade                                          -                (1,850)                      -
       Increase in accrued interest payable                              748                     -                     748
                                                          ------------------    ------------------    --------------------

   Net cash used in operating activities                             (18,746)              (10,402)                (41,300)
                                                          ------------------    ------------------    --------------------


Cash Flows from Investing Activities                                       -                     -                       -
                                                          ------------------    ------------------    --------------------

Cash Flows from Financing Activities
   Proceeds from note payable                                         15,000                     -                  15,000
   Cash used to purchase treasury stock                               (5,000)                    -                  (5,000)
   Proceeds from sale of common stock                                      -                69,000                  81,300
                                                          ------------------    ------------------    --------------------

   Net cash provided by (used in) financing activities                10,000                69,000                  91,300
                                                          ------------------    ------------------    --------------------

Increase (Decrease) in Cash                                           (8,746)               58,598                  50,000

Cash at beginning of period                                           58,746                   148                       -
                                                          ------------------    ------------------    --------------------

Cash at end of period                                     $           50,000    $           58,746    $             50,000
                                                          ==================    ==================    ====================


Supplemental Disclosure of Interest and Income Taxes Paid
     Interest paid for the year                           $                -    $                -    $                  -
                                                          ==================    ==================    ====================
     Income taxes paid for the year                       $                -    $                -    $                  -
                                                          ==================    ==================    ====================
</TABLE>




The accompanying notes are an integral part of these financial statements.
                                                                             F-7
<PAGE>



                           Fabulous Fritas Corporation
                        (a development stage enterprise)

                          Notes to Financial Statements


Note A - Organization and Description of Business

Fabulous  Fritas  Corporation  was  incorporated  as  Burgers By  Farfour,  Inc.
(Company) in  accordance  with the Laws of the State of Florida.  The  Company's
initial  business plan involved  marketing the concept of a national "fast food"
restaurant  chain to children and young  adults,  with a menu of fresh  burgers,
fries and sandwiches.

On May 17, 2003,  concurrent with a change of control,  the Company modified its
business plan to provide for the  establishment of small local restaurants which
would sell basic Latin food with a Cuban/Mojo menu under the name of Les Fritas.
With this  modification,  the Company  changed it's  corporate  name to Fabulous
Fritas Corporation.

The Company acquired initial funding following a Registration  Statement on Form
SB-2 (File No.  333-70868) which was declared  effective by the U. S. Securities
and Exchange Commission on January 4, 2002.

After considerable  effort during 2004, the Company's Board of Directors reached
the  determination  that  insufficient  capital was  available to the Company to
complete the Company's  initial business plan and open the previously  announced
restaurant. Accordingly, the Company's business plan was abandoned

On March 20, 2004,  the Company  entered  into an Agreement  For The Exchange Of
Common Stock (Agreement) with Union Dental Corp., a Florida corporation, and two
(2) of its  affiliated  companies,  whereby the  shareholder(s)  of Union Dental
Corp.  would  acquire  control  of the  Company  through a  reverse  acquisition
transaction.  This  Agreement  was subject to due  diligence,  the  provision of
audited  financial  statements  and other  related  criteria  which was  ongoing
through  Calendar  2004.  Due to the  failure  to  perform  on the  part of both
parties,  both the Company and Union Dental Corp.  Mutually  agreed to terminate
this  proposed  reverse  combination  transaction  on October  12,  2004 with no
further performance or obligation on the part of either party.

Effective December 1, 2004,  concurrent with a change in control of the Company,
the Company's Board of Directors adopted a new business plan whereby the current
principal  business  activity  will be to seek a  suitable  reverse  acquisition
candidate through  acquisition,  merger or other suitable  business  combination
method.

The Company has never fully implemented it's business plan(s) and,  accordingly,
is considered to be in the development stage.


Note B - Preparation of Financial Statements

The  Company  follows  the  accrual  basis  of  accounting  in  accordance  with
accounting principles generally accepted in the United States of America and has
a year-end of December 31.

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  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

Management further acknowledges that it is solely responsible for adopting sound
accounting  practices,   establishing  and  maintaining  a  system  of  internal
accounting  control and preventing and detecting  fraud. The Company's system of
internal  accounting  control is designed to assure,  among other items, that 1)
recorded  transactions  are valid; 2) valid  transactions  are recorded;  and 3)
transactions  are  recorded in the proper  period in a timely  manner to produce
financial  statements which present fairly the financial  condition,  results of
operations  and cash  flows of the  Company  for the  respective  periods  being
presented.



                                                                             F-8
<PAGE>



                           Fabulous Fritas Corporation
                        (a development stage enterprise)

                    Notes to Financial Statements - Continued


Note C - Going Concern Uncertainty

Through 2004, the Company actively pursued  sufficient  capital to allow for the
development of a restaurant concept featuring Cuban/Mojo cuisine. As the Company
was unable to attract the  requisite  capital,  this business plan was abandoned
during 2004.

On March 20, 2004,  the Company  entered  into an Agreement  For The Exchange Of
Common Stock (Agreement) with Union Dental Corp., a Florida corporation, and two
(2) of its  affiliated  companies,  whereby the  shareholder(s)  of Union Dental
Corp.  would  acquire  control  of the  Company  through a  reverse  acquisition
transaction.  This  Agreement  was subject to due  diligence,  the  provision of
audited  financial  statements  and other  related  criteria  which was  ongoing
through  Calendar  2004.  Due to the  failure  to  perform  on the  part of both
parties,  both the Company and Union Dental Corp.  Mutually  agreed to terminate
this  proposed  reverse  combination  transaction  on October  12,  2004 with no
further performance or obligation on the part of either party.

Effective December 1, 2004,  concurrent with a change in control of the Company,
the  Company's  Board of  Directors  adopted a new  business  plan  where by the
current  principal  business  activity  will  be  to  seek  a  suitable  reverse
acquisition  candidate  through  acquisition,  merger or other suitable business
combination method.

The  Company's  continued  existence is  dependent  upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely basis.

The Company  anticipates  future sales of equity securities to facilitate either
the  consummation  of a business  combination  transaction  or to raise  working
capital to support and preserve the integrity of the corporate entity.  However,
there is no assurance that the Company will be able to obtain additional funding
through the sales of additional  equity  securities  or, that such  funding,  if
available, will be obtained on terms favorable to or affordable by the Company.

If no additional  operating  capital is received  during the next twelve months,
the  Company  will be  forced  to rely on  existing  cash in the  bank  and upon
additional  funds  loaned  by  management  and/or  significant  stockholders  to
preserve the integrity of the corporate  entity at this time. In the event,  the
Company  is  unable to  acquire  advances  from  management  and/or  significant
stockholders, the Company's ongoing operations would be negatively impacted.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the corporate entity.  However, no formal commitments or arrangements to advance
or loan funds to the Company or repay any such advances or loans exist. There is
no legal obligation for either management or significant stockholders to provide
additional future funding.

While the Company is of the opinion that good faith  estimates of the  Company's
ability to secure additional  capital in the future to reach our goals have been
made, there is no guarantee that the Company will receive  sufficient funding to
sustain operations or implement any future business plan steps.


Note D - Summary of Significant Accounting Policies

1.   Cash and cash equivalents

     For  Statement of Cash Flows  purposes,  the Company  considers all cash on
     hand  and  in  banks,  certificates  of  deposit  and  other  highly-liquid
     investments with maturities of three months or less, when purchased,  to be
     cash and cash equivalents.


                                                                             F-9
<PAGE>



                           Fabulous Fritas Corporation
                        (a development stage enterprise)

                    Notes to Financial Statements - Continued


Note D - Summary of Significant Accounting Policies - Continued

2.   Organization costs

     The Company has adopted the provisions of AICPA Statement of Position 98-5,
     "Reporting on the Costs of Start-Up  Activities"  whereby all  organization
     and   initial   costs   incurred   with  the   incorporation   and  initial
     capitalization of the Company were charged to operations as incurred.

3.   Income Taxes

     The Company uses the asset and liability  method of  accounting  for income
     taxes. At December 31, 2004 and 2003, respectively,  the deferred tax asset
     and deferred  tax  liability  accounts,  as recorded  when  material to the
     financial  statements,  are entirely  the result of temporary  differences.
     Temporary  differences  represent  differences in the recognition of assets
     and  liabilities  for  tax  and  financial  reporting  purposes,  primarily
     accumulated depreciation and amortization,  allowance for doubtful accounts
     and vacation accruals.

     As of December 31, 2004 and 2003,  the  deferred  tax asset  related to the
     Company's net operating loss  carryforward  is fully  reserved.  Due to the
     provisions  of Internal  Revenue  Code Section 338, the Company may have no
     net operating loss carryforwards available to offset financial statement or
     tax  return  taxable  income in future  periods  as a result of a change in
     control   involving  50  percentage  points  or  more  of  the  issued  and
     outstanding securities of the Company.

4.   Earnings (loss) per share

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss) available to common shareholders by the  weighted-average  number of
     common shares  outstanding  during the respective  period  presented in our
     accompanying financial statements.

     Fully diluted earnings (loss) per share is computed similar to basic income
     (loss) per share  except that the  denominator  is increased to include the
     number of common  stock  equivalents  (primarily  outstanding  options  and
     warrants).

     Common  stock  equivalents  represent  the  dilutive  effect of the assumed
     exercise of the outstanding stock options and warrants,  using the treasury
     stock method, at either the beginning of the respective period presented or
     the date of  issuance,  whichever  is later,  and only if the common  stock
     equivalents  are  considered  dilutive  based upon the Company's net income
     (loss) position at the calculation date.

     At December 31, 2004 and 2003, and subsequent  thereto,  the Company had no
     outstanding common stock equivalents.


Note E - Fair Value of Financial Instruments

The carrying amount of cash,  accounts  receivable,  accounts  payable and notes
payable, as applicable,  approximates fair value due to the short term nature of
these items  and/or the current  interest  rates  payable in relation to current
market conditions.

Interest  rate risk is the risk  that the  Company's  earnings  are  subject  to
fluctuations  in interest  rates on either  investments  or on debt and is fully
dependent  upon  the  volatility  of  these  rates.  The  Company  does  not use
derivative instruments to moderate its exposure to interest rate risk, if any.



                                                                            F-10
<PAGE>



                           Fabulous Fritas Corporation
                        (a development stage enterprise)

                    Notes to Financial Statements - Continued


Note E - Fair Value of Financial Instruments - Continued

Financial  risk  is  the  risk  that  the  Company's  earnings  are  subject  to
fluctuations in interest rates or foreign exchange rates and are fully dependent
upon the  volatility  of  these  rates.  The  company  does  not use  derivative
instruments to moderate its exposure to financial risk, if any.


Note F - Note Payable

The note  payable  consists  of the  following  at  December  31, 2004 and 2003,
respectively:

                                                                2004       2003
                                                             ----------  -------

15,000  note  payable to an  advisory  firm for  consulting
ervices.  Interest at 7.0%.  Principal and accrued interest
ayable in full on April 15, 2005. Unsecured.  Repayment may
e made  at the  option  of the  noteholder  in  restricted,
nregistered  common stock of the Company at a rate of $0.01
er share.

                                                              $  15,000  $     -
                                                              =========  =======


Note G - Income Taxes

The  components  of income tax  (benefit)  expense  for each of the years  ended
December  31,  2004 and 2003 and for the  period  from  July 31,  2001  (date of
inception) through December 31, 2004 are as follows:

                                                             Period from
                                                            July 31, 2001
                                                        (date of inception)
                           Year ended       Year ended          through
                          December 31,     December 31,      December 31,
                             2004              2003              2004
                        -------------- --------------   ------------------
Federal:
  Current               $            -  $           -   $                -
  Deferred                           -              -                    -
                        --------------  -------------   ------------------
                                     -              -                    -
                        --------------  -------------   ------------------
State:
  Current                            -              -                    -
  Deferred                           -              -                    -
                        --------------  -------------   ------------------
                                     -              -                    -
                        --------------  -------------   ------------------

  Total                 $            -  $           -   $                -
                        ==============  =============   ==================

Concurrent  with a December  2004 change in  control,  the Company has a limited
operating loss carryforward for income tax purposes. The amount and availability
of any future net operating loss carryforwards may be subject to limitations set
forth by the  Internal  Revenue  Code.  Factors  such as the  number  of  shares
ultimately  issued  within a three year look- back  period;  whether  there is a
deemed more than 50 percent  change in control;  the  applicable  long-term  tax
exempt bond rate;  continuity of historical  business;  and subsequent income of
the  Company  all  enter  into  the  annual   computation  of  allowable  annual
utilization of the carryforwards.


                (Remainder of this page left blank intentionally)


                                                                            F-11
<PAGE>



                           Fabulous Fritas Corporation
                        (a development stage enterprise)

                    Notes to Financial Statements - Continued


Note G - Income Taxes - Continued

The Company's income tax expense  (benefit) for each of the years ended December
31,  2004 and 2003 and for the period  from July 31,  2001  (date of  inception)
through  December 31, 2004,  respectively,  differed from the statutory  federal
rate of 34 percent as follows:

                                                                  Period from
                                                                July 31, 2001
                                Nine months     Nine months  (date of inception)
                                  ended            ended            through
                               December 31,    December 31,     December 31,
                                    2004           2003              2004
                              --------------  -------------   -----------------

Statutory rate applied to
income before income taxes    $       (6,600) $      (2,900)  $         (15,000)

Increase (decrease) in income
taxes resulting from:
     State income taxes                    -              -                   -
     Other, including reserve
     for deferred tax asset
     and application of net
     operating loss carryforward       6,600          2,900              15,000
                              --------------  -------------   -----------------
         Income tax expense   $            -  $           -   $               -
                              ==============  =============   =================

Temporary  differences,  consisting  primarily of the  prospective  usage of net
operating loss carryforwards give rise to deferred tax assets and liabilities as
of  December  31, 2004 and 2003,  respectively,  after  taking the January  2005
change in control into consideration:

                                                  December 31, December 31,
                                                      2004         2003
                                                   ----------  -----------
       Deferred tax assets
         Net operating loss carryforwards          $        -  $         -
         Less valuation allowance                           -            -
                                                   ----------  -----------

         Net Deferred Tax Asset                    $        -  $         -
                                                   ==========  ===========

Note H - Common Stock Transactions

During 2003,  the Company's  Board of Directors  approved and enacted a 10 for 1
forward stock split. The accompanying  financial  statements reflect the effects
of this action as of the first day of the first period presented.

On July 31, 2001,  the Company issued  1,750,000  pre-split  shares  (17,500,000
post-split  shares) of common  stock to its founder and  President  for services
rendered  in  connection  with  the  organization  of the  Company  and  200,000
pre-split  shares  (2,000,000  post-split  shares) of common  stock to its legal
counsel  for  services  rendered  in  connection  with the  organization  of the
Company.  These  transactions  were  valued at an  aggregate  of  $1,950,  which
approximated the value of the services provided.

The  Company  filed a  Registration  Statement  on Form SB-2 in 2001,  which was
declared  effective  on January 4, 2002.  Through  this  offering,  the  Company
attempted to raise  $1,000,000 by selling  1,000,000  pre-split shares of common
stock at $1.00 per share ($0.10 per share,  post-split)  on a  self-underwritten
basis.  During the years ended  December  31, 2003 and 2002,  respectively,  the
Company sold 19,000 and 12,300 pre-split shares (190,000 and 123,000  post-split
shares)  of  common  stock  for  $19,000  and  $12,300  cash  pursuant  to  this
Registration Statement.


                                                                            F-12
<PAGE>



                           Fabulous Fritas Corporation
                        (a development stage enterprise)

                    Notes to Financial Statements - Continued


Note H - Common Stock Transactions - Continued

In May 2003, the Company  received two (2) separate  subscriptions  from one (1)
individual  for  100,000  pre-split  shares  (1,000,000  post-split  shares)  of
restricted   common  stock  in  exchange  for  $50,000  cash  each.   The  first
subscription was immediately funded and the proceeds held in the Company's legal
counsel's  trust  account.  The second  subscription  for an additional  100,000
pre-split shares  (1,000,000  post-split  shares) of restricted  common stock in
exchange for an additional $50,000 cash was to be funded when the Company opened
its first  restaurant  location and upon approval for quotation of the Company's
equity  securities by the National  Association of Securities  Dealers (NASD) on
the NASDAQ Electronic Over The Counter Bulletin Board.

After considerable  effort during 2004, the Company's Board of Directors reached
the  determination  that  insufficient  capital was  available to the Company to
complete the Company's  initial business plan and open the previously  announced
restaurant.  Accordingly,  this business plan was abandoned and the subscription
agreements  were  terminated.  The $50,000 cash on hand at December 31, 2004 was
returned to the investor on January 14, 2005.

On March 12, 2004,  the Company  acquired an  aggregate of 1,000,000  post-split
shares of the  common  stock of the  Company  and  returned  it to  treasury  in
exchange for an aggregate cash payment of $5,000.  These shares were  originally
issued at inception to the Company's  original legal counsel for various current
and future services to be performed.  This individual was unable to complete the
contracted  future  services  and  all  relationships   were  terminated.   This
individual  had  transferred  these  shares to other  unrelated  third  parties.
Management  determined  that the $5,000 was a fair  value for the  services  not
provided by former  legal  counsel and the  unrelated  third party  shareholders
accepted  the  Company's  offer  with no further  obligation  on the part of the
former legal counsel, the Company or the unrelated third party shareholders.



                                                                            F-13