UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                 FORM 10-KSB

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

                   For the fiscal year ended December 31, 2004

                             Commission File No.
                                  000-50639

                       Good Buddy's Coffee Express, Inc.
                (Name of Small Business Issuer in its Charter)


             Florida                      22-3880440
      (State of Incorporation) (I.R.S. Employer Identification No.)


                 7 Richmond Lane, Blythewood, South Carolina 29016
                    (Address of Principal Executive Offices)


                                (803) 920-4620
                 (Registrant's telephone number. including area code)



Securities registered pursuant to Section 12(g) of the Act: None

                   Common Stock, par value $0.0001 per share
                               (Title of Class)

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

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or
any amendment to this Form 10-KSB. [ ]

     The Company's revenues for the year ended December 31, 2004 were $0

     As of September 25, 2005, the aggregate market value of the voting stock
held by non-affiliates of the registrant (based on a value of  $.02 per share)
on April 25, 2005 was $11,000.

     As of September 25, 2005, there were 2,550,000 shares of the registrant's
Common Stock outstanding.

<PAGE>

PART I.

Item 1.  DESCRIPTION OF THE BUSINESS

We were incorporated in Florida on February 1, 2002.

Current Operations.

Since our incorporation we have sought the proper mix of product
offerings, community identity and unique venue.  We have spent
time developing the proper taste we want to offer to our
customers in coffee selection, the right reasons that customers
will choose us over many other choices as well as develop an
adequate base of financial support to sustain operations through
the period necessary until cash flow from operations can sustain
us .At this time we do not have any operating locations built,
nor any agreements in place to open any locations.  The primary
reason we have not opened a location is the financial requirement
necessary to operate at a level necessary to sustain operations
through the first six months. We anticipate that amount to be
$150,000.


Our Business.

We plan to develop cafes in Florida and South Carolina and
surrounding areas, featuring gourmet coffee, pastries and related
items. Our objective is to develop cafes that will provide a
forum for rapid service and a strong community identity with the
widespread popularity of coffee and related products. At this
time we do not have any locations operating.  We intend to meet
what we believe is an increasing demand for convenience and
community at an affordable price. Our primary objectives are:

1.	    To start a successful gourmet coffee store in Columbia,
          SC and open a second in Boca Raton, FL.

2.        To develop a national chain of high quality coffee outlets.

3.        To establish a parent company capable of leading a
          national chain as well as develop the growth / expansion
          strategy into new markets.

4.        Form strategic alliances with associated companies to increase
          national presence and solidify the value of this niche
          distribution technique.  At this time we have not entered into
          any agreements with any entities or associated companies
          regarding our prospective products or locations.

It is our opinion that the retail coffee industry in Florida and
South Carolina, and their surrounding areas experienced growth at
the beginning of the decade and is now moving into the mature
stage of its life cycle. We believe that many factors contribute
to the demand for good quality coffee including, but not limited
to, the climate is extremely conducive to coffee consumption, the
pace of life in Florida and South Carolina, while diverse, is
still acceptable to coffee consumption, and current trends
reflecting the popularity of fresh, strong, quality coffee and
specialty drinks.



<PAGE>


Due to intense competition, we believe that it is no longer good
enough just to open a cafe.  We believe that cafe owners must
look for ways to differentiate their cafe from others in order to
achieve and maintain a competitive advantage.

We recognize this need for differentiation and strongly believe
that two features will add this competitive advantage.  The first
concept is to offer a convenient drive thru that will allow the
morning commuters rapid access to coffee without having to find
parking and exit their automobile.  Secondly, we intend to have
an active program of artistic entertainment and dialog via
literature readings and orchestrated debates.

The design of our building will incorporate four aspects.  The
first aspect will be the drive thru.  Easy flow of traffic
through the parking lot to the ordering window and out the exit
is the desired goal.  We will utilize LTC Architects LLC, of
Columbia, SC to help develop and design our sites both in
Columbia and South Florida.  We have not entered into an
agreement between LTC Architects and Good Buddy's Coffee
Exchange, Inc. at this time.   The second aspect is the debate
and evening forum area.  We will call this the Agora after the
ancient Greek word for meeting place.  This will be a room that
can host 25-30 people in a cozy setting able to consume coffee
and pastries while hearing a talk,  debate or speaker.  The third
aspect is a 4-500 square foot area for business presentations and
general social gatherings of customers.  The fourth and central
aspect is the coffee and food management area.  We will set this
up as a counter from where people can walk up and order as well
as where a minimal waiting staff can place orders for seated
customers during events.  The total space requirement will be
approximately 1500-2000 square feet.


Products and Services
---------------------

We intend to retail gourmet coffee through two mechanisms. The
first will be an easy and convenient mechanism - the drive
through.  The second will be through our store / meeting place
located on site with the drive thru.  Coffee will be acquired by
our own buyers throughout global coffee growing regions namely
the Daintree Rainforest of Queensland, Australia and The
Federation of Coffee Growers in Bogota, Colombia.  We will import
and package our coffee under our own private label.  At this time
we have not entered into any agreements with suppliers or related
interests.  We will expand our product offerings in types of
coffee to capture and maintain market share and grow beyond its
basic roots.  We will initially start with three basic types of
coffee. The first being a dark roast, the second a premium roast
and the third an espresso grade offering.  This initial offering
of three will allow us to quickly service trafficking customers
in the morning rush as well as be an adequate base to service our
evening clientele for our entertainment and literary programs.


<PAGE>


We believe that with our unique distribution niche we will
penetrate the market that is currently dominated by Starbucks,
various bagel outlets and McDonalds.  None of these offer the
combination of high quality, gourmet coffee with the drive
through access nor do they appeal to the community as an
"intellectual watering hole".  The demographics of the desired
locations for the initial outlets serves our plan well as it
offers high volume traffic both in the drive thru aspect of the
business and the opportunity to host various literary offerings
and public forums for discussions.  The eastern side of Columbia,
SC, in the vicinity of Forest Drive and Trenholm Road has
developed into a very high traffic area.  Trenholm Plaza is a
shopping center that caters to a very wealthy neighborhood in
Forest Acres, Gregg Park, King's Grant and the surrounding areas.
Major figures usually frequent this area when visiting Columbia
such as Hillary Clinton and many authors on their book tours due
to the presence of excellent bookstores and restaurants catering
to the literary and artistic community.  It is also well
trafficked due to the location of Fort Jackson and The University
of South Carolina both existing within two miles of this
crossroad.  From this area we feel we can capture a major amount
of the traffic that passes in the mornings going to The
University, downtown Columbia and Fort Jackson.  It is our belief
that the morning commuters are more apt to utilize a coffee
service that is fast, reasonably priced and of high quality.  It
is also our belief that the artistic and literary community will
utilize a venue that attracts and supports their work through
hosting readings and debates as a form of reality entertainment.
This combination will attract both the University crowd as well
as the local neighborhood traffic as Columbia is known for its
pride in local establishments and unique venues.
At this time we have not entered into any agreements to open a
location in this area.

Our plans for the South Florida market follow the same thinking
as we seek to establish a location in and around the east side of
I-95 in Boca Raton near Florida Atlantic University.  This is a
high traffic area with many business and educational commuters
passing through this area.  While the demographics here do not as
heavily favor the literary customer as in Columbia it is still an
area that will entertain a unique venue such as readings and
bible studies as well as debates for the drawing in of an evening
crowd.

We are presently exploring the offering of an online coffee
distribution plan.  Good Buddy's Coffee Express will offer our
branded versions of coffee prepackaged and available for
shipment.  We will not offer this until we feel that the coffee
brand has attained a distinctive recognition and that the
operations of a website will be profitable.  We do not have a URL
address at this time.



Our Business Strategy
---------------------

We believe that because of intense competition, cafe owners must
constantly look for ways to differentiate their place of business
from others if cafe owners hope to achieve and maintain a
competitive advantage. We realize the need to differentiate
ourselves from existing coffee shops and believe that offering
convenient and rapid access to gourmet coffee is the key to



<PAGE>

success.  Due to a large commuter base in our chosen markets and
the lack of a gourmet coffee drive thru in South Carolina that a
great market exists.  The Florida market is heavily covered by
Starbucks as well as many other coffee vendors.  We feel that it
will require a greater emphasis of the evening clientele as well
as a reach out to the business community locally to allow success
to result.  We will accomplish this through promoting the unique
venue of our evening programs and the availability of this venue
to host businesses in their own marketing strategies and business
promotions such as evening presentations, promotional speakers
and after work gatherings.  These all fit well into the social
aspect of coffee consumption and will generate for us a loyal
customer base.


Our Target Markets and Marketing Strategy.

We believe that our primary target market will consist of
individuals and businesses in Florida and South Carolina.  We
anticipate that we will market and promote our cafes locally as
we will strive to establish a "community" atmosphere. We define
community as a network of people and organizations that have a
synergistic effect on one another as they come together to
accomplish a common goal.  The literary and artistic community is
always seeking a venue to expound its work and have it publicly
discoursed.  People gather to hear others writings read, topics
debated and speeches made.  To host budding local literary
figures and students a natural following will be established
through this community of like-minded artists.  The business
community is constantly seeking ways to allow customers to hear
their message.  To act as a host for product presentations and
forums for discussion business communities can develop within the
framework of a meeting place.  The commuter community exists as
independent entities with the one need of high quality coffee
offered to them without the wait and formality of the current
offerings in Starbucks, McDonalds or any other venues.  We
anticipate that our marketing initiatives will include:


     *      	Utilizing direct response print advertisements
placed primarily in local print mediums such as magazines and
newspapers;
     *      	Advertising by television on local cable channels,
radio, banners, affiliated marketing and direct mail
     *      	Word of mouth advertising, which we believe will
grow as we create customer loyalty.

Growth Strategy.

We plan to open our initial drive thru cafe in the Columbia, SC
area. However, our ultimate goal is to expand our efforts in
areas outside of Columbia.  We believe that we will be able to
generate the necessary revenue to expand only if we are able to
provide high quality customer service coupled with reliable
coffee offerings that do not inhibit the commute.  We will
promote ourselves as a fun, friendly and reliable way to enjoy a
cup of coffee while commuting or enjoying a spirited debate, a
well written piece of literature or a business gathering   We


<PAGE>

intend to stimulate our growth in the Midlands (Columbia, SC)
community through forming alliances with local businesses.  We
also hope to establish long-term customers. If we are successful
in Columbia, SC then we will expand into other markets. However,
in order to expand into other markets, we will need to raise
additional funds either through equity financings or loans. There
is no guaranty that we will be able to arrange for such
financings or obtain loans with favorable terms. If we are unable
to raise additional funds either through equity financings, loans
or revenue production, we will likely be unable to expand our
operations beyond the Richland County area.

Our Competition. We will face significant competition from
existing, standard coffee shops and cafes, including, but not
limited to, Starbucks, Mountain Mudd, McDonald's, Dunkin Donuts
and various other locally owned coffee houses. There are
currently numerous local and national chains that we will be
competing with as well as individually owned businesses. We would
have an extremely difficult time competing if all we provided was
coffee and related products.  However, we believe that we will be
able to distinguish ourselves from the competition by providing
high-speed, inexpensive access to gourmet coffee and pastries
coupled with a fun, friendly and comfortable atmosphere. We do
recognize that our success will depend on the acceptance of our
services and products, specifically; we will need to convince a
sufficient number of customers that our proposed drive thru cafe
is a better alternative than the present quality of drive thru
and that our expeditious service out does Starbucks. We intend to
accomplish this by providing a reliable system that allows even
the most junior employee to prepare and serve the services and
products with minimal delay.

Our Intellectual Property. We do not presently own any patents,
trademarks, licenses, concessions or royalties. Our success may
depend in part upon our ability to preserve our trade secrets,
obtain and maintain patent protection for our technologies,
products and processes, and operate without infringing the
proprietary rights of other parties. However, we may rely on
certain proprietary technologies, trade secrets, and know-how
that are not patentable. Although we may take action to protect
our unpatented trade secrets and our proprietary information, in
part, by the use of confidentiality agreements with our
employees, consultants and certain of our contractors, we cannot
guaranty that:

     *  these agreements will not be breached;
     *  we would have adequate remedies for any breach; or
     *  our proprietary trade secrets and know-how will not
        otherwise become known or be independently developed or
        discovered by competitors.


We cannot guaranty that our actions will be sufficient to prevent
imitation or duplication of either our products and services by
others or prevent others from claiming violations of their trade
secrets and proprietary rights.

Government Regulation. Each food service location we establish
will be subject to licensing and reporting requirements by
numerous governmental authorities.  These governmental



<PAGE>

authorities include federal, state and local health,
environmental, labor relations, sanitation, building, zoning,
fire and safety departments. Difficulties in obtaining or failure
to obtain the necessary licenses or approvals could delay or
prevent the development or operation of a given retail location.
Any problems that we may encounter in renewing such licenses in
one jurisdiction, may adversely affect our licensing status on a
federal, state or local level in other relevant jurisdictions.

Our Research and Development. We are not currently conducting any
research and development activities and do not anticipate
conducting such activities in the near future.

Employees

	As of the date of this prospectus we have one employee,
our founder and Chief Executive Officer. We anticipate that we
will hire additional employees over the next six months, as we
commence operations. From time-to-time, we anticipate that we
will use the services of independent contractors and consultants
to support our business development. We believe our future
success depends in large part upon the continued service of our
key technical and senior management personnel and our ability to
attract and retain highly qualified technical and managerial
personnel.

Changes in and disagreements with accountants on accounting and
financial disclosure

	We have had no disagreements with our accountants on
accounting and financial disclosure.


<PAGE>

Item 2. DESCRIPTION OF PROPERTY

We do not currently own or lease any property.  We
currently operate out of space located at 7 Richmond Lane,
Blythewood, SC 29016.  This space is owned by Scott Massey, our
Chief Executive Officer in a rent-free arrangement.  Mr. Massey
is paying all of the expenses associated with our use of this
space.  We anticipate that we will continue operating out of this
space until we generate sufficient cash from operations to pay
for other office space.

The planned layout for our first location will be as
discussed in the previous paragraph of Our Business.

The design of our building will incorporate four aspects.
The first aspect will be the drive thru.  Easy flow of traffic
through the parking lot to the ordering window and out the exit
is the desired goal.  We will utilize LTC Architects LLC, of
Columbia, SC to help develop and design our sites both in
Columbia and South Florida. We have not entered into any
agreements with this architect or any related entites regarding
our plans.   The second aspect is the debate and evening forum
area.  We will call this the Agora after the ancient Greek word
for meeting place.  This will be a room that can host 25-30
people in a cozy setting able to consume coffee and pastries
while hearing a talk or debate or speaker.  The third aspect is a
4-500 square foot area for business presentations and general
social gatherings of customers.  The fourth and central aspect is
the coffee and food area.  We will set this up as a counter from
where people can walk up and order as well as a minimal waiting
staff can place orders for seated customers during events.  The
total space requirement will be approximately 1500-2000 square
feet.


Item 3. LEGAL PROCEEDINGS

     We are not party to any legal proceedings as of the date of this
prospectus.


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

     None.

<PAGE>


PART II.

Item 5.  MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL
BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

There is no established public market for our common stock.  Although
we hope to be quoted on the OTC Bulletin Board, our common stock
is not currently listed or quoted on any quotation service. There
can be no assurance that our common stock will ever be quoted on
any quotation service or that any market for our stock will ever
develop or, if developed, will be sustained.

As of September 25, 2005, there were 31 shareholders of record of
our common stock and a total of 2,550,000 shares outstanding.
All 2,550,000 outstanding shares of our common stock will be eligible
to be sold pursuant to Rule 144 of the Securities Act.  These
sales will be subject to the limitations, including volume
limitations of such Rule.

We have not issued any options or warrants to purchase
common stock or any other class of our securities.




<PAGE>

Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

We have not generated any revenues from our operations. To
effectuate our business plan during the next twelve months, we
must raise funding, locate a suitable location for our planned
drive thru cafe, market our products and services and develop our
brand image. We believe that we will begin to be able to generate
revenues by the second quarter of the year 2006. Any revenues we
earn will be infused back into the company and used for working
capital. If we are able to earn sufficient revenue, we intend to
continue to develop and expand into other markets.

Revenue generation will come from the following areas of
operations.  1.	We hope to attract a morning commuter clientele
through the convenience of drive-thru coffee and pastry
distribution.  Rapid distribution of coffee, efficient handling
of assorted coffee materials (creamers, whipped cream, sugar,
sweeteners, stirring straws, cup holders, lids, napkins etc) and
easy access and egress from the facility will be paramount to
achieving this goal.  Flow through design will incorporate a one
direction thoroughfare so traffic does not get bogged down
approaching the ordering point.  The orders will be placed and
paid for at the window. Our goal is to have coffee and pastries
in the customers hand within one minute after cash is received
from the customer.  In order to accomplish this goal with a
limited morning staff we will have three main flavors available
for order.  The customer can choose a coffee either in regular
roast green bean type, dark roasted green bean type and espresso
roast.  These three coffees will be available to the customer
with steamed milk, straight dark or premixed with half and half.
Sugar and sweeteners will be available for the customer to add as
they like.  We will offer the coffee in three sizes with pricing
varying according to size and selection.  2.	We will
incorporate a standard walk in cafe, for those customers desirous
of a seated lounge experience.  We had no original intention to
offer this venue but have seen the performance of single venue
services struggle until name branding was accomplished.  We
expect our initial locations in South Florida and South Carolina
to have multiple venues / access to our products but follow on
locations may have a different design to them.  3.	The last
revenue venue will be the evening literary program and night
attraction.  This has been successfully implemented in a number
of cities with the most popular being the Kraine Gallery Bar in
Manhattan's East Village and the Ear Inn.  A three days a week
hosting of popular local literary figures reading their work, an
active debate series and then a developing artists forum will add
a true community aspect to our for profit business.  The goal is
to attract the local university and academic members of the
community.  They will be very apt to buy and consume large
amounts of our products and develop into a very loyal customer
base and consistent revenue source. We will use the draw of local
authors to open the literary crowd and also host a forum by
publishing in the newspaper a contest to submit articles for a
contest with the winner reading their work in the cafe,.  The
overall goal is publicity to draw a crowd and being an active
member of the community to gain a loyal customer base.



<PAGE>


We are in the process of locating a suitable location for
our initial cafe. At this time we have not entered into any
agreements to locate our operations.  We anticipate that we will
need to build the location to suit our needs.

Our initial retail location will be designed to provide the customer
with an easy process of ordering and receiving gourmet coffee and
pastries while having the option of remaining in their automobile
or entering the establishment.  We plan to install in each
location coffee brewing equipment, including an espresso machine
and an automatic coffee grinder, and other additional related
equipment. We will also attempt to enter into arrangements that
will allow us to offer pastries and other related products.  We
will need to raise additional capital in order to finance our
initial drive thru cafe.

We have agreements with two investors who have agreed to
provide the funds needed for these operations.  Both investors
have established clear criteria for their investment.  The first
investor is Dee Properties LLC, of South Carolina, which has
agreed to invest funds into the company to own the first cafe,
site and to lease the site back to the company.  Dee Properties
LLC  has offered a six-month "same as cash" (No principle or
interest required for the first six months of the agreement.
Principle and interest payments begin in the 7th month and are to
be paid over a 60 month term.)  agreement in exchange for shares
of our common stock that will be issued at that time.  The second
investor is Colella Venture Partners LLP of California, which has
invested the sum of $50,000 into the company.

An unaffiliated individual loaned us $15,000 on November 28, 2003.
According to the terms of the loan the loan amount accrues interest
at a rate of 5% per annum, with interest payments due starting on
June 1, 2004.  The note is due on June 1, 2009 but may be called
earlier at the sole discretion of the investor at any time after
January 31, 2006.

We may attempt to raise additional funds through equity
financings or through loans from banks or other lending
institutions. We may not be able to arrange for any such
investment or loans on favorable terms. As soon as we have
received funding and are able to secure a location for our first
drive thru cafe, we will begin interviewing staff. We anticipate
we will hire employees to serve coffee and service the customers.
We anticipate that we will use third parties to complete the
development of our initial retail location.

Our plan of operation is materially dependent on our
ability to raise additional working capital. We currently have
$18,000 on hand.  Our operations to date have been focused on
developing our brand name and attempting to establish strategic
relationships with providers of gourmet coffees, teas, pastries
and bakery items. We have not yet developed any strategic
relationships with third parties. For the next twelve months, we
anticipate that our day-to-day expenses will average
approximately $1,000 per month until and unless we secure our
first location. We currently have sufficient capital to finance
these minimal operations for at least twelve months.  We believe
that our expenses will significantly increase once we begin
renovating and developing our first location.

We expect to secure the location of our initial cafe by the
end of the first quarter of 2006. We anticipate that we will
need to build the location to suit our planned operations. We


<PAGE>


anticipate that it will take approximately 3 months to complete
depending on the condition of the location. However, it is
difficult to predict the exact timetable as the degree of build
out and development depends on the condition of the property. As
such, we believe that our first cafe will be operational by the
end of the fourth quarter of 2005 barring any unforeseen
difficulties and assuming we can arrange for sufficient
financing. Our forecast for the period within which we will be
successful in establishing our initial cafe location involves
risks and uncertainties and actual results could fail as a result
of a number of factors, both foreseen and unforeseen. In
establishing our initial cafe, we expect to incur the following
expenses:

Building and development including the cost of purchasing
and installing coffee brewing and related equipment--Expenses for
building and development will depend primarily on the condition
of the location. However, we anticipate that we will be required
to expend approximately $75,000 to build our initial site,
including the purchase and installation of coffee brewing and
related equipment.

Cost of computers-We anticipate having a computer system
in each location to track sales and supplies.

Cost of six months working capital--We anticipate that
our approximate working capital for the six months following the
establishment of our first cafe will consist of the following:
$20,000 for direct cost of sales, including purchasing coffee,
baked items, and equipment. $18,000 for payroll costs, which
includes 3 part time employees and $9,000 for mortgage on an 800
square foot location.


Code of Ethics
------------------

         The Company has adopted a Code of Ethics that applies to
employees, officers and directors.  The Code of Ethics is filed as
Exhibit 14.1 to this Report.


<PAGE>


Item  7.         FINANCIAL STATEMENTS








                             GOOD BUDDY'S COFFEE
                                EXPRESS, INC.
                             Financial Statements
                                     As of
                              December 31, 2004




<PAGE>

                      Good Buddy's Coffee Express, Inc.




                              Table of Contents



										   	      Page No.

        Independent Auditor's Report.......................     2

        Balance Sheet    ..................................     3

        Statement of Operations ...........................     4

        Statement of Changes in Stockholders' Equity ......     5

        Statement of Cash Flows  ..........................     6

        Notes to Financial Statements  ....................     7




<PAGE>



                         GOOD BUDDY'S COFFEE EXPRESS,INC.
                        (A Developmental Stage Enterprise)
                                   BALANCE SHEETS
                                 As of December 31,







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

                            ASSETS
                            ------

Current Assets

     Cash                                             $   7,639       $ 19,332
     Inventory                                            2,000
                                                      ------------    --------

        Total Current Assets                              9,639         19,332
                                                      ------------    --------

     Net Fixed Assets                                     1,170

        Total Assets                                  $  10,809       $ 19,332
                                                      ============    ========


                    LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
     Accrued Interest                                 $     750       $   -
                                                      ------------    --------
        Total Current Liabilities                           750           -
                                                      ------------    --------
     Note payable                                        15,000        15,000
                                                      ------------   ---------

        Total Liabilities                                15,750        15,000
                                                      ------------   ---------

Stockholders' Equity
   Preferred stock, $.0001 par value, 5,000,000 shares
   authorized, 0 shares issued and outstanding
   Common stock, $.0001 par value, 20,000,000 shares
   authorized, 2,550,000 shares issued and outstanding
   as of March 31, 2004 and June 30, 2003                   255           255
     Additional paid in capital                          10,945        10,945
     Accumulated Deficit during development stage       (16,141)       (6,868)
                                                      -----------    ---------

        Total Stockholders' Equity                       (4,941)        4,332
                                                      -----------    ---------

        Total Liabilities and Stockholders' Equity     $ 10,809      $ 19,332
                                                      ===========    =========


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


<PAGE>
                        GOOD BUDDY'S COFFEE EXPRESS, INC.
                        (A Development Stage Enterprise)
                             INCOME STATEMENT


<TABLE>
<CAPTION>


                                                                                       February 1
                                                                                         2002
                                                      Year              Year          (Inception)
                                                     Ended              Ended           Through
                                                    December 31,       December 31,    December 31,
                                                      2004               2003            2004
                                                    -------------     --------------   ------------
<S>                                                 <C>               <C>              <C>
Revenues                                           $      -          $       -        $      -

Administrative expenses                                 9,273              6,668          16,141
                                                    -------------     --------------   ------------

Net (Loss)                                         $   (9,273)       $    (6,668)     $  (16,141)
                                                    =============     ==============   ============

Basic net loss per common share                    $    (0.00)       $    (0.00)      $    (0.01)
                                                    =============     ==============   ============

Weighted Average of Common Shares Outstanding        2,218,103          2,480,685       2,218,103
                                                    =============     ==============   ============


</TABLE>


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


<PAGE>

                      GOOD BUDDY'S COFFEE EXPRESS, INC.
                      (A Development Stage Enterprise)
                 STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                    FOR THE YEAR ENDED DECEMBER 31, 2004

<TABLE>
<CAPTION>


                                                                              Deficit
                                                                             Accumulated
                                                                              during
                                                Par Value       Paid-In      Development
                                 Shares          $.0001        Capital         Stage        Total
                                --------       ----------     ----------    -----------    --------
<S>                            <C>            <C>             <C>           <C>           <C>

February 1, 2002
Restricted common
shares issued to
President for expenses          2,000,000      $     200       $    -        $     -        $   200

December 31, 2002 - Net (Loss)      -                 -             -            (200)         (200)
                                --------       ----------     ----------    -----------    --------

Dece,ber 31, 2002 - Balance     2,000,000            200            -            (200)           -

February 15, 2003 - Sale
of restricted Shares to
Various investors                 550,000             55         10,945            -         11,000

December 31, 2003 - Net (Loss)      -                 -             -          (6,668)       (6,668)
                                ---------      -----------    -----------    -----------   ---------

December 31, 2003 - Balance     2,550,000      $     255       $ 10,945      $ (6,868)      $ 4,332

December 31, 2004 - Net (Loss)      -                 -             -          (9,273)       (9,273)
                                ---------      -----------    -----------    -----------   ---------

December 31, 2004 - Balance     2,550,000      $     255       $ 10,945      $(16,141)      $(4,941)
                                =========      ===========    ===========    ===========   =========


</TABLE>

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


<PAGE>
                       GOOD BUDDY'S COFFEE EXPRESS, INC.
                       (A Developmental Stage Enterprise)
                           STATEMENT OF CASH FLOWS
                        For the Years Ended December 31,


<TABLE>
<CAPTION>
                                                                                               February 1,
                                                                                               2002
                                                                                               (Inception)
                                                                                               Through
                                                                                               December 31,
                                                               2004            2003            2004
                                                              --------------   ------------    ------------
<S>                                                            <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
        Net (Loss)                                             $   (9,273)      $(6,668)        $(16,141)
        Non Cash Adjustments
         Depreciation                                                 130                            130
         Adjustments to reconcile net (loss) to net
	   cash provided by (used in) operating activities:
             Stock issued to officer for expenses                                                    200
             Increase in Inventory                                 (2,000)                        (2,000)
             Increase in Accrued Exenses                              750            -               750
                                                              --------------   ------------    ------------

        Net cash provided by (used in) operating activities       (10,393)        (6,668)        (17,061)
                                                              --------------   ------------    ------------



CASH FLOWS FROM INVESTING ACTIVITIES
       Purchase of Equipment                                       (1,300)                        (1,300)
       Net Cash used in investing activities                  -------------    ------------   -------------
                                                                   (1,300            -            (1,300)
                                                              -------------    ------------   -------------
CASH FLOWS FROM FINANCING ACTIVITIES
        Proceeds from note payable                                                15,000          15,000
        Proceeds from sale of common stock                                        11,000          11,000
                                                              --------------   ------------   -------------

        Net cash provided by (used in) financing activities            -          26,000          26,000
                                                              --------------   ------------   -------------

NET INCREASE (DECREASE) IN CASH                                   (11,693)        19,332           7,693

CASH - BEGINNING OF PERIOD                                         19,332            -               -
                                                              --------------   ------------   -------------

CASH - END OF PERIOD                                         $      7,639       $ 19,332      $    7,693
                                                             ===============   ============   =============


</TABLE>






<PAGE>

GOOD BUDDY'S COFFEE EXPRESS, INC.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS



Note 1 - Summary of Significant Accounting Policies

Organization and Business Operations

Good Buddy's Coffee Express, Inc. (the "Company") was incorporated in
the state of Florida on February 1, 2002. The Company is based in South
Carolina and plans to develop a national chain of drive through, high
quality coffee outlets, beginning in Columbia, South Carolina.

In order to accomplish its goal, the Company has to raise investor
capital to finance the first company owned locations, as well as the
manufacturing and packaging equipment necessary to support the stores'
operations. Accordingly, the Company is classified as a Development
Stage Enterprise, effective February 1, 2002.

Note 2 - Summary of Significant Accounting Policies

Concentration of Credit Risk

The Company's financial instruments that are exposed to concentration of
credit risk are cash.  Additionally, the Company maintains cash balances
in bank deposit accounts, which, at times, may exceed federally insured
limits.

Cash and cash equivalents

The Company considers all highly liquid investments with maturity of
three months or less when purchased to be cash equivalents.

Inventory

Inventory, which consists primarily restaurant, is stated at the lower
of cost or market determined on a first in first out basis. There were
no reserves for obsolescence at December 31, 2004 and December 31, 2003.

Fair Value of Financial Instruments

Financial instruments, including cash, receivables, accounts payable,
and notes payable are carried at amounts which reasonably approximate
their fair value due to the shortterm nature of these amounts or due to
variable rates of interest which are consistent with market rates. At
present, the Company does not have any receivables or accounts payable.

Income Taxes

The Financial Accounting Standards Board (FASB) issued Statements of
Financial Accounting Standards (SFAS) No 109 "Accounting for Income
Taxes", which requires companies to use the asset and liability method
of accounting for income taxes. Under the asset and liability method,
deferred income taxes are recognized for the tax consequence of
temporary differences by applying enacted statutory tax rates applicable
to future year's differences between the financial statements carrying
amounts and the tax basis of existing assets and liabilities. Pursuant
to SFAS No. 109, the effect on deferred taxes of a change in tax rates
is recognized in income in the period that includes the enactment date.
Under the deferred method, deferred taxes were recognized using the tax
applicable to the year of the calculation and were not adjusted for
subsequent changes in tax rates.

<PAGE>


GOOD BUDDY'S COFFEE EXPRESS, INC.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS





Earnings (Loss) Per Share

The Company presents "basic" earnings (loss) per share and, if
applicable, "diluted" earnings per share pursuant to the provisions of
Statement of Financial Accounting Standards No. 128, Earnings per Share
("SFAS 128"). Basic earnings (loss) per share is calculated by dividing
net income or loss by the weighted average number of shares outstanding
during each period. The calculation of diluted earnings (loss) per share
is the same as the basic earnings (loss) per share.

Use of Estimates

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

Fair Value of Financial Instruments

The carrying amounts of financial instruments including cash, accounts
receivable, accounts payable and accrued expenses approximate fair value
as of December 31, 2004 and 2003, as a result of the relatively short
maturity of these instruments.

Note 3 - Fixed Assets

Fixed Assets are stated at cost less accumulated depreciation.
Expenditures for ordinary maintenance and repairs are charged to
operations as incurred. Major additions and improvements are capitalized
using the straight-line method over the estimated useful life of the
asset.

                                           2004            2003      Estimated
                                                                    Useful Life

        Resturant Equipment   ........    $  1,300        $  -          5 yrs
        Less: Accumulated Depreciation         130
                                          ---------       -----
        Net Fixed Assets                  $  1,170        $
                                          =========       =====

Note 4 - Notes Payable

On November 28, 2003, the Company issued an unsecured promissory note to
an unrelated individual in exchange for a loan of $15,000. The interest
of 5% began June 1, 2004, and the principal is due on June 1, 2009. The
Company has accrued the unpaid interest of $750 as of the Balance Sheet
date.

Note 5 - Stockholders Equity

On February 1, 2002, the Company issued 2,000,000 shares of it s common
stock to its president for the $200 that he expended to form the
corporation.

On February 15, 2003, the Company sold 550,000 shares of common stock to
investors for a total of $11,000.

<PAGE>


GOOD BUDDY'S COFFEE EXPRESS, INC.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS





Note 6 - Income Taxes

The tax effect of loss carry forwards and the valuation allowance that
give rise to deferred tax assets are as follows:

                                               December 31,        December 31,
                                                  2004                 2003

Net Operating Loss Carryover                   $ 16,141             $   6,868
                                               =========            ==========

Tax benefit at federal statutory rate of 15%   $  2,421             $   1,031
Increases in valuation allowance               (  2,421)            (   1,031)
                                               ---------            ----------
Deferred tax assets                            $     -0-            $      -0-
                                               =========            ==========


Note 7 - Going Concern

The Company has no revenues to date. Since its inception, the Company
has been dependent upon the receipt of capital investment to fund its
continuing activities. In addition to the normal risks associated with a
new business venture, there can be no assurance that the Company's
business plan will be successfully executed. As has been stated, an
insignificant amount of funds have been raised to date. In order to
raise the necessary capital to commence its planned principal operations
and to implement its business plan, the Company's management plans to
prepare and file a registration statement with the Securities & Exchange
Commission and attempt to consummate a self-underwritten public offering
of its common stock. The Company's ability to execute its business model
will depend on its ability to obtain additional financing and achieve a
profitable level of operations. There can be no assurance that
sufficient financing will be obtained. Nor can any assurance be made
that the Company will generate substantial revenues or that the business
operations will prove to be profitable.



<PAGE>


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

(a) Previous Independent Auditors:

(i) Robert C. Seiwell, Jr., CPA ("Seiwell") resigned as the
independent auditor for the Company on July 15, 2004 2004 because he
ceased performing SEC audits.

(ii) Seiwell's reports on the financial statements of the Company for
the fiscal year ended December 31, 2003, for the period from February
1, 2002 (inception) through December 31, 2002 and for the period from
February 1, 2002 (inception) through December 31, 2003 contain no
adverse opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principles
except that there was an explanatory paragraph relating to our ability
to continue as a going concern.

(iii) The Company's Board of Directors approved the change in
accountants.

(iv) For the fiscal year ended December 31, 2003, for the period from
February 1, 2002 (inception) through December 31, 2002 and for the
period from January 1, 2004 through July 15, 2004 (the date the
relationship ended with the former accountant), there has been no
disagreement between the Company and Seiwell, on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement, if not resolved to
the satisfaction of Seiwell would have caused it to make a reference
to the subject matter of the disagreement in connection with its
reports.

(v) During the fiscal year ended December 31 2003, for the period from
February 1, 2002 (inception) through December 31, 2002 and for the
period from January 1, 2004 through July 15, 2004 (the date the
relationship ended with the former accountant), the Company has not
been advised of any matters described in Regulation S-B, Item
304(a)(1)(B).

(b) New Independent Accountants.

(i) The Company engaged Siegelaub Lieberman & Associates, P.A., 2801
North University Drive, Suite 301, Coral Springs, Florida 33065
("Siegelaub"), as its new independent accountants as of July 29, 2004,
Prior to such date the Company did not consult with Siegelaub
regarding (i) the application of accounting principles, (ii) the type
of audit opinion that might be rendered by Siegelaub, or (iii) any
other matter that was subject of a disagreement between the Company
and its former auditor as described in Item 304(a)(1)(iv) of
Regulation S-B.


<PAGE>


Item 8A.	CONTROLS AND PROCEDURES.

     The Company maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed in the
Company's Securities Exchange Act reports is recorded, processed,
summarized and reported within the time periods specified in the SEC's
rules and forms, and that such information is accumulated and
communicated to the Company's management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure.  In designing and evaluating
the disclosure controls and procedures, management recognized that any
controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control
objectives, and management necessarily was required to apply its
judgment in evaluating the cost-benefit relationship of possible
controls and procedures.

     During the 90-day period prior to the date of this report, an
evaluation was performed under the supervision and with the
participation of our Company's management, including the Chief Executive
Officer and the Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and
procedures.  Based upon that evaluation, the Chief Executive Officer and
the Chief Financial Officer concluded that the Company's disclosure
controls and procedures were effective.  Subsequent to the date of this
evaluation, there have been no significant changes in the Company's
internal controls or in other factors that could significantly affect
these controls, and no corrective actions taken with regard to
significant deficiencies or material weaknesses in such controls.



<PAGE>


Item 9.		DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information as
of the date of this report with respect to
the directors and executive officers of the Company.  A
summary of the background and experience of each of these
individuals is set forth after the table. Each director holds
such position until the next annual meeting of the Company's
shareholders and until his respective successor has been
elected and qualifies. Any of the Company's directors may be
removed with or without cause at any time by the vote of the
holders of not less than a majority of the Company's then
outstanding Common Stock. Other than as otherwise provided in
an employment agreement, officers are elected annually by the
Board of Directors. Any of the Company's officers may be
removed with or without cause at any time by the Company's
Board of Directors.

Directors and Executive Officers

Our directors, executive officers and key employees are as follows:

Name:                   Age             Position                Director since

Scott Massey            34              President and Chairman       2002

Phillips N. Dee         38              Director                     2002


Scott Massey, President and Chairman.   Mr. Massey has served as
our President and Chairman since our inception and is the key
strategist in guiding the growth of the company. From 1992 to
1998 he was an officer with the United States Army, commissioned
into the Armor Corps and serving as a combat unit commander in
both Europe and the United States.  Upon leaving the active Army
in 1998-2000 he worked with MITEK, a subsidiary of Johnson &
Johnson, as a regional sales representative.  Mr. Massey joined
Morgan Stanley as an Investment Banker and Financial Advisor from
2000-2001.  From 2001 until earlier this year, Mr. Massey served Stryker
Endoscopy as a Territory Manager.  Mr. Massey currently is serving
full time as our President and Chairman.  He is a 1992 graduate of
The Citadel with a BA in history.

Phil Dee, Director.  Mr. Dee has served as one of our directors
since inception and has created new business ventures for others
and himself.  As the Market Research Analyst for a northern real
estate investment group he gained valuable experience in
investment strategies.  Additionally, he worked as Corporate
Marketing Director for a regional heavy industrial contractor in
Charlotte, NC, directing the marketing efforts for five divisions
in three states.  He gained valuable leadership development while
serving as an Armor Officer with the United States Army.  He has
also built several successful small businesses, both retail and
manufacturing/distribution.  From 1995 through 1998 he served as
an Army officer. Upon leaving the active Army, in October 1998,
Mr. Dee founded and served as President of Atlantic Stone &
Timber Inc, whose primary operating subsidiary was Big Sky Ice

<PAGE>


Company in Charlotte, NC.  In 2000 he sold Atlantic Stone &
Timber Inc. and founded US Patriot, Inc.  As President of US
Patriot Inc. and the Managing Member of its successor, US Patriot
LLC, Mr. Dee currently directs the growth of this company in
government contracting and retail sales of military and public
safety gear.  In 2003 Mr. Dee was selected by Volvo Construction
Equipment of North America to form an entity to take over a
failing construction equipment rental and sales company in
Burlington NC.  As the Managing Member of Agoge Partners LLC, Mr.
Dee is responsible for the operations of the existing Volvo Rents
franchise in Burlington NC, and also owns the rights to
additional franchise territories in Durham and Raleigh NC.  These
facilities are operated under a operating agreement and license
from Volvo Construction Equipment North America.  Mr. Dee is also
involved in real estate investments through Dee Properties LLC.
He holds a MA in Economic Geography and BA in Geography from
University of North Carolina.

Directors' Remuneration

Our directors are presently not compensated for serving on the
board of directors.



<PAGE>


Item 10.		EXECUTIVE COMPENSATION.


Employment Agreements

We have not entered into any employment agreements.


Summary Compensation Table

	The following table sets forth the total compensation accrued for
the for the years ended December 31, 2004 and 2003 and for the period from
inception through December 31, 2002 to our President, who was
our sole executive officer at the end of our last fiscal year and.

Annual Compensation


The following table sets forth the compensation received by
officers.


<TABLE>
<CAPTION>



                                                        Other          Restricted    Securities             All
Name and                                                Annual         Stock         Underlying   LTIP      Other
Principal Position   Period            Salary  Bonus    Compensation   Awards        Options      Payouts   Compensation
------------------------------------------------------------------------------------------------------------------------

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

Scott Massey,      Inception through
President,              December        $0        -             -         -            -            -          -
                        31, 2002

                   Year Ended
                        December 31,    $0        -             -         -            -            -          -
                        2003

                   Year Ended
                        December 31,    $0        -             -         -            -            -          -
                        2004


</TABLE>


Stock Option Grants in the past fiscal year

We have not issued any grants of stock options in the past fiscal year.



<PAGE>



Item 11.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth information regarding beneficial
ownership of our common stock as of the date of this report, by (i) those
shareholders known to be the beneficial owners of more than five percent
of the voting power of our outstanding capital stock, (ii) each
director, and (iii) all executive officers and directors as a group:




Title           Name and Address of      Amount and Nature         Percent
of Class        Beneficial Owner         of Beneficial Ownership   of Class
------------------------------------------------------------------------------
Common        Scott Massey                    2,012,500    (1)        78.92%
              C/O Good Buddy's Coffee Express

Common        Phillips N. Dee                 25,000       (2)             *
              C/O Good Buddy's Coffee Express

All Directors and Officers
As a Group (2 people)                         2,037,500               79.90%

* less than one percent

(1)	includes 12,500 shares owned by Kristy Massey, Mr. Massey's wife.
(2)	Includes 12,500 shares owned by Sandra J. Dee, Mr. Dee's wife.



<PAGE>



Item 12. 	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


Mr. Scott Massey is the founder of our company.  At
inception, Mr. Massey purchased 2,000,000 shares of our common
stock at par value for a total purchase price of $200.


<PAGE>


Item 13.  EXHIBITS, LIST AND REPORTS ON FORM 8-K.

(a)	Exhibits

Exhibit Number		Description



(14.1) Code of Ethics

(31.1) Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as
adopted pursuant to section 302 of the Sarbanes-Oxley act of 2002.

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



b)	Reports on Form 8-K.

The Company filed a report on Form 8-K on October 12, 2004 which included a
report on Item 4.01 that the Company's prior independent auditor had resigned
because he had ceased performing SEC audits.  The report also reported that the
Company engaged Siegelaub Lieberman & Associates, P.A. as its new independent
auditor.

<PAGE>


Item 14.	Principal Accountant Fees and Services.

     	The Company paid audit fees to its independent certified public
accountant, Lieberman & Associates, P.A. in the amount of $2,500 for the year
ended December 31, 2004 and audit fees in the amount of $1,000 to its
former independent certified public accountant, Robert C. Seiwell, Jr., CPA
for the year ended December 31, 2003.  There were no fees paid to the
independent certified public accountants for tax and other services for
these periods.


<PAGE>


Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.


                       GOOD BUDDY'S COFFEE EXPRESS, INC.

September 29, 2005             By: /s/ Scott Massey
                            ---------------------------
                                Scott Massey
                                Principal Executive Officer,
                                President, Principal Financial
                                Officer, Principal Accounting
                                Officer and Director