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

                                   Form 10Q-SB


                                   (Mark One)
        X...Quarterly report under section 13 or 15(d) of the Securities
               Exchange Act of 1934 for the quarterly period ended
                                  June 30, 2004

        ....Transition report under section 13 or 15(d) of the Securities
               Exchange Act of 1934 for the transition period from
                            _________ to __________.

                          Commission File No.: 0-30875


                            MILL CREEK RESEARCH, INC.
                     (Name of small business in its charter)

                Utah                                   87-0633677
                ----                                   ----------
  (State or other jurisdiction of                   (I.R.S. Employer
   incorporation or organization)                   Identification No.)

   1007 N. Cactus Trail, Seymour, Texas                     76380
   ------------------------------------                     -----
 (Address of principal executive offices)                 (Zip Code)

   481 N. Seranada St., Orange, California                  92869
   ---------------------------------------                  -----
(Previous address of principal executive offices)         (Zip Code)


        Registrant's telephone number: (877) 554-5222 fax: (940) 888-1060
                                       ----------------------------------
           (Name, address, and telephone number of agent for service)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act  during the past 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 ....

Applicable only to issuers involved in bankruptcy proceedings during the past
five years Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes ..... No .....

Applicable only to corporate issuers

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date.  At March 31,  2004 the  following
shares of common were  outstanding:  Common  Stock,  $.001 par value,  5,304,139
shares.

Transitional Small Business Disclosure
Format (Check one):
Yes .....     No ..X..

PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS

     (a) The  unaudited  financial  statements  of  registrant as of and for the
         quarter ending June 30, 2004, and for the period from inception  (June
         3, 1999)  through  June 30, 2004,  follow.  The  financial  statements
         reflect  all  adjustments  which are,  in the  opinion  of  management,
         necessary  to a fair  statement  of the results for the interim  period
         presented.


<PAGE>


                            MILL CREEK RESEARCH, INC.
                          (A Development Stage Company)
                             COMBINED BALANCE SHEET
                           Quarter Ended June 30, 2004

                                                     June 30, 2004
ASSETS
CURRENT ASSETS:
Cash                                                   $  51,389
Accounts Receivable                                    $  58,264
Inventory                                              $  87,202
                                                       ---------
TOTAL CURRENT ASSETS                                   $ 196,855

Property, Plant & Equipment:
   Equipment                                           $ 105,857

Other Assets:
Goodwill Arising From Consolidation                    $ 582,921
                                                       ---------
TOTAL ASSETS                                           $ 885,633
                                                       =========


LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable                                       $  63,498
Accounts Payable -Other                                $  25,259
                                                       ---------
TOTAL CURRENT LIABILITIES                              $  88,757
LONG-TERM DEBT                                         $ 874,961
                                                       ---------
TOTAL LIABILITIES                                      $ 963,718

STOCKHOLDERS' EQUITY:
Common stock, $.001 par value authorized
100,000,000 shares issued and outstanding at
June 30, 2004,  5,304,239 shares                       $   5,304

Stock Subscription Receivable
Additional paid in Capital
Deficit Accumulated During Development Stage           ($ 83,389)
                                                       =========
TOTAL STOCKHOLDERS' EQUITY                             ($ 78,085)
                                                       =========

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY             $ 885,633
                                                       =========

          See accompanying notes to financial statements & audit report


                                      -2-
<PAGE>
<TABLE>
<CAPTION>
                                              MILL CREEK RESEARCH, INC.
                                            (A Development Stage Company)
                                               STATEMENT OF OPERATIONS
                              For the Three and Six Months Ended June 30, 2004 and 2003


                                                                          Six Months                   Inception
                                           Three Months    Three Months   Ended         Six Months     (June 3, 1999)
                                           Ended           Ended          June 30,      Ended          to
                                           June 30, 2004   June 30, 2003  2004          June 30, 2003  June 30, 2004
<S>                                        <C>             <C>            <C>           <C>            <C>
INCOME:
Revenue                                    $125,897        $0             $181,490      $0             $181,490
TOTAL INCOME                               $125,897        $0             $181,490      $0             $181,490

EXPENSES:
General, and Administrative                $107,638        $0             $194,705      $0             $194,705
Amortization                               $32,385                        $ 64,770                     $ 64,770
Total Expenses                             $140,023        $0             $259,475      $0             $259,475
Net Profit/Loss(-) From Operations         ($14,126)       $0            ($ 77,985)     $0            ($ 77,985)
Interest Income
INCOME (LOSS) BEFORE INCOME TAXES          ($14,126)       $0            ($ 77,985)     $0            ($ 77,985)
Provision for income tax
NET INCOME (LOSS)                          ($14,126)       $0            ($ 77,985)     $0            ($ 77,985)

NET INCOME (LOSS)                          $(0.0027)       $(0.00)       $(0.0147)      $(0.00)        $(0.0147)
PER SHARE-BASIC AND DILUTED
AVERAGE NUMBER OF SHARES OF COMMON STOCK   5,304,239       1,000,000     5,304,239      1,000,000      5,304,239
OUTSTANDING

                            See accompanying notes to financial statements & audit report
</TABLE>


                                                         -3-
<PAGE>
<TABLE>
<CAPTION>
                                     MILL CREEK RESEARCH, INC.
                                   (A Development Stage Company)
                                 STATEMENT OF STOCKHOLDERS' EQUITY
                                           June 30, 2004
                                                                            (Deficit)
                                                                            Accumulated
                                                              Additional    During        Total
                             Common      Stock      Paid-in   Subscription  Development   Share-holders'
                             Shares      Amount     Capital   Receivable    Stage         Equity
<S>                         <C>         <C>       <C>         <C>          <C>          <C>
Issued for cash and
organizational costs June
3, 1999 (Inception)         1,000,000   $ 1,000   $       0   $    (900)

Net Income June 3, 1999
(inception) to June 30,
                     1999                                                  $    (200)

Balance June 30, 1999       1,000,000     $1000   $       0   $    (900)   $    (200)   ($    100)
                            =========   =======   =========   =========    =========    =========

Net Income (Loss) to June
30, 2000                                                                   $       0
Balance June 30, 2000       1,000,000     $1000   $       0   $    (900)   $    (200)   ($    100)
                            =========   =======   =========   =========    =========    =========

Net Income (Loss) to June
30, 2001                                                                   $       0
Balance June 30, 2001       1,000,000     $1000   $       0   $    (900)   $    (200)   ($    100)
                            =========   =======   =========   =========    =========    =========

Net Income (Loss) to June
30, 2002                                                                   $       0
Balance June 30, 2002       1,000,000     $1000   $       0   $    (900)   $    (200)   ($    100)
                            =========   =======   =========   =========    =========    =========

Net Income (Loss) to June
30, 2003                                                                   $       0
Balance June 30, 2003       1,000,000     $1000   $       0   $    (900)   $    (200)   ($    100)
                            =========   =======   =========   =========    =========    =========

Stock Issued for Services   1,575,000   $ 1,575                               ($1575)   $       0

Subscription Payable paid                                     $     900    ($    900)   $       0


Net Income (Loss) to Dec
31, 2003                                                                   $       0    $       0
Balance Dec 31, 2003        2,575,000   $ 2,575   $       0   $       0    ($  2,675)   $     100
                            =========   =======   =========   =========    =========    =========
Stock Issued in
Reorganization              2,729,239   $ 2,729                            ($  2,729)   $       0
Net Income (Loss) to June
30, 2004                                                                   ($ 77,985)   ($ 77,985)

  Balance June 30, 2004     5,304,239   $ 5,304   $       0   $       0    ($ 83,389)   ($ 78,085)
                            =========   =======   =========   =========    =========    =========

                   See accompanying notes to financial statements & audit report
</TABLE>

                                                -4-
<PAGE>


                               MILL CREEK RESEARCH, INC.
                             (A Development Stage Company)
                            COMBINED STATEMENT OF CASH FLOWS
                    For the Six Months Ended June 30, 2004 and 2003
<TABLE>
<CAPTION>
                                               Six Months     Six Months     From Inception
                                               Ended          Ended          June 3, 1999 to
                                               June 30, 2004  June 30, 2003  June 30, 2004
<S>                                           <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)                              ($77,985)      $      0       ($77,985)
Changes in Operating Assets & Liabilities:
     Amortization                              $ 64,770                      $ 64,770
     Common Stock issued for stock receivable                                ($   900)
     Decrease(increase) in subscription                              0       $    900
receivable
     Increase (decrease) in accounts payable   $ 15,026              0       $ 14,926
                                                                             --------
Net Cash (Used) In Operating Activities        $ 28,241       $      0       $ 28,141


CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of organizational costs

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash                                            $    100

Net Increase (Decrease) in Cash                $ 28,241       $      0       $ 28,241

Cash, Beginning Period                         $ 23,148       $      0       $  1,000
                                                              ========       ========

Cash, Ending Period                            $ 51,389       $      0       $ 51,389
                                               ========       ========       ========
             See accompanying notes to financial statements & audit report
</TABLE>

                                          -5-
<PAGE>


                               MILL CREEK RESEARCH, INC.
                             (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
June 30, 2004

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY.

Mill Creek Research, Inc. was incorporated on June 3, 1999 under the laws of the
State of Utah. Mill Creek  Research,  Inc. was organized to engage in any lawful
activity.  From  June 3,  1999 to June,  2003,  Mill  Creek has only been in the
organizational phase. On June 18, 2003, the Company issued a statement regarding
its new  website to sell the CD-ROM  entitled  "Drugs  and  Death,  Profiles  of
Illegal Drug Abuse." The Company is presently  selling this multimedia CD-ROM on
its  website  www.millcreekresearch.com.  Over the next 12  months,  Mill  Creek
intends to concentrate  its efforts into further  development and enhancement of
its  website   (www.millcreekresearch.com)   and  provide  credit  card  payment
solutions.

On  July  29,  2003,  the  Company   entered  into  an  Agreement  and  Plan  of
Reorganization  to acquire Safe  Solutions,  Inc.  ("Safe  Solutions"),  a Texas
Corporation.  This agreement  provided for the Company to issue 2,729,239 shares
of its common  stock to the  shareholders  of Safe  Solutions  and  reserve  for
issuance  880,000  shares of its common stock for issuance upon exercise of Safe
Solutions'  outstanding  warrants,  which will be  converted  into  warrants  to
purchase the Company's  common stock,  upon the same terms and conditions of the
outstanding  Safe  Solutions  warrants.  Safe  Solutions  is in the  business of
manufacturing  various skin care and pet care products  utilizing  extracts from
the prickly pear cactus, all with insect  rebuffing/repellent  properties.  Safe
Solutions  intends to  concentrate  its efforts  into  further  development  and
enhancement  of its  website  (www.CactusJuicetm.com)  and  provide  credit card
payment  solutions.  These  changes  will  include  additional  information  and
articles of interest to consumers.  Safe Solutions is operated as a wholly owned
subsidiary of Mill Creek Research,  Inc. The Company issued the 2,729,239 common
shares to the 113  shareholders of Safe  Solutions,  Inc., in exchange for their
shares, on a one for one basis, on April 13, 2004.

The Company held a Board of  Directors  meeting on June 25, 2004 and changed the
corporation's  fiscal  year end to  December  31 from June 30, and  changed  the
corporation's address to 1007 N. Cactus Trail, Seymour, Texas 76380.

  The combined balance sheet is compiled as if the transaction had occurred on
   December 31, 2003. The combined statements of income and cash flows for the
  period ended on December 31, 2003 also give effect as if the acquisition had
                         occurred on December 31, 2003.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

Accounting Method.
Mill Creek Research, Inc. records income and expenses on the accrual method.

Year End
The year ends of Mill Creek Research, Inc. and Safe Solutions is the calendar
year ending on December 31.

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 revenue and expenses during the reporting period. Actual
results could differ from those estimates.

Organizational Costs.
Organizational costs are stated at cost and have been expensed as incurred.

Income Taxes.
Income  taxes are  provided  for using the  liability  method of  accounting  in
accordance  with  Statement of Financial  Accounting  Standards  No. 109,  (SFAS
#109),  "Accounting  for Income  Taxes".  A deferred  tax asset or  liability is
recorded for all  temporary  difference  between  financial  and tax  reporting.
Deferred tax expense  (benefit)  results from the net change  during the year of
deferred tax assets and liabilities.


                                      -6-
<PAGE>


Loss Per Share.
Net loss per  share is  provided  in  accordance  with  Statement  of  Financial
Accounting Standards No. 128, (SFAS #128),  "Earnings Per Share". Basic loss per
share is computed by dividing  losses  available to common  stockholders  by the
weighted average number of common shares outstanding during the period.  Diluted
loss per share  reflects per share  amounts that would have resulted if dilutive
common stock  equivalents  had been  converted to common  stock.  As of June 30,
2004, Mill Creek Research, Inc. had no dilutive common stock equivalents such as
stock options.

NOTE 3- INCOME TAXES.
There is no  provision  for  income  taxes  for the  period  ended  June 3, 1999
(inception) to June 30, 2004 due to the negative net income.

NOTE 4- SHAREHOLDERS' EQUITY.

Common Stock.
The authorized common stock of Mill Creek Research, Inc. consists of 100,000,000
shares with a par value of $0.001 per share.

Preferred Stock.
The authorized Preferred Stock of Mill Creek Research, Inc. consists of
40,000,000 shares with a par value of $0.001 per share.

NOTE 5 - RELATED PARTY TRANSACTIONS.
The directors of Mill Creek Research, Inc., and Safe Solutions, Inc., its wholly
owned subsidiary, are involved in other business activities and may, in the
future, become involved in other business opportunities. If a specific business
opportunity becomes available, such person may face a conflict in selecting
between Mill Creek Research, Inc., Safe solutions, Inc., and the other business
interests. Mill Creek Research, Inc. has not formulated a policy for the
resolution of such conflicts.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan of Operation

Operations

The  Company  has  been  engaged  in  organizational  activities  since  it  was
incorporated  on June 3, 1999.  From June 3, 1999 to June,  2003, Mill Creek has
only been in the  organizational  phase.  On June 18, 2003, the Company issued a
statement  regarding  its new  website  to sell the CD-ROM  entitled  "Drugs and
Death,  Profiles of Illegal Drug  Abuse." The Company is presently  selling this
multimedia  CD-ROM on its  website  www.millcreekresearch.com.  Over the next 12
months,  Mill Creek intends to concentrate its efforts into further  development
and  enhancement of its website  (www.millcreekresearch.com)  and provide credit
card payment solutions.


                                      -7-
<PAGE>


On  July  29,  2003,  the  Company   entered  into  an  Agreement  and  Plan  of
Reorganization  to acquire Safe  Solutions,  Inc.  ("Safe  Solutions"),  a Texas
Corporation.  This agreement  provided for the Company to issue 2,729,239 shares
of its common  stock to the  shareholders  of Safe  Solutions  and  reserve  for
issuance  880,000  shares of its common stock for issuance upon exercise of Safe
Solutions'  outstanding  warrants,  which will be  converted  into  warrants  to
purchase the Company's  common stock,  upon the same terms and conditions of the
outstanding  Safe  Solutions  warrants.  Safe  Solutions  is in the  business of
manufacturing  various skin care and pet care products  utilizing  extracts from
the prickly pear cactus, all with insect  rebuffing/repellent  properties.  Safe
Solutions  intends to  concentrate  its efforts  into  further  development  and
enhancement  of its  website  (www.CactusJuicetm.com)  and  provide  credit card
payment  solutions.  These  changes  will  include  additional  information  and
articles of interest to consumers.  Safe  Solutions will be operated as a wholly
owned  subsidiary of Mill Creek Research,  Inc. The Company issued the 2,729,239
common shares to the 113  shareholders of Safe Solutions,  Inc., in exchange for
their shares, on a one for one basis, on April 13, 2004.

The Company has no present  intentions  of making any  significant  purchases of
equipment in the next twelve months.

Liquidity and Capital Resources.

For the year ended  December 31, 2003,  the Company  continued as a  development
stage company.  The Company's continued existence is dependent on its ability to
obtain additional financing to proceed with its proposed plan of operations.  On
June  18,  2003,   the   Corporation   enter  into  an  agreement   with  Gemini
Pharmaceuticals  Corporation  for the sale of the  CD-ROM  entitled  "Drugs  and
Death,  Profiles  in Illegal  Drug Abuse" and the  Corporation  opened a website
(www.millcreekresearch.com) for the purpose of selling this CD.

Capital Expenditures.

         No material  capital  expenditures  were made during the quarter  ended
June 30, 2004.

Need for Additional Financing.

The Company  believes  that its existing  capital will be sufficient to meet the
Company's  cash needs,  including  the costs of compliance  with the  continuing
reporting  requirements of the Securities Exchange Act of 1934, as amended,  for
approximately  three  months.  Thereafter,  the company will require  additional
working  capital.  Thus,  there is no assurance  that the  available  funds will
ultimately  prove to be  adequate  for the  Company's  operations.  Although  no
commitments to provide funds have been made by management or other stockholders,
it is  anticipated  that the  Company  would  seek loans or  additional  capital
contributions from its existing principal  shareholders in the event it requires
additional working capital.  However, there can be no assurance that other funds
will be available to cover the Company's expenses.

PART II

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Form 8-K

   On  June  23,  2004,  the  Company  filed  its  Form  8-K12g   reporting  the
reorganization  of the company.  On July 29, 2003,  the Company  entered into an
agreement  with  Safe  Solutions,  Inc.,  as Texas  corporation  engaged  in the
manufacturer skin products  containing prickly pear cactus juice. Safe Solutions
agreed  to  exchange  2,729,239  common  shares,  which  represents  all  of its
outstanding  shares of common stock,  with the par value of $0.0001,  to procure
2,729,239 shares of common stock of Mill Creek,  which represents  51.45% of the
issued,  and outstanding  stock of Mill Creek.  For federal income tax purposes,
the Exchange is intended to  constitute a  reorganization  within the meaning of
Section 368(a) of the Internal  Revenue Code. The exchange  agreement is subject
to the approval of the  shareholders of both  companies.  On September 24, 2003,
the shareholders of Safe Solutions,  Inc.  approved the exchange  agreement with
the Company.  The Company is proceeding with the audit of Safe  Solutions,  Inc.
and filed its Form 8-K on June 23, 2004.

Signatures:


                                      -8-
<PAGE>


                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the  Quarterly  Report of Mill Creek  Research,  Inc.  (the
"Registrant")  on Form 10-QSB for the quarterly  period ending June 30, 2004, as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  I, RitaThomas,  Chairman of the Board of Directors,  President,  and
Chief Executive Officer of the Registrant,  certify,  pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, that:


     1. I have reviewed this quarterly report on Form 10-QSB of the Registrant;


     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;


     3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;


       4. I am responsible for establishing and maintaining  disclosure controls
and  procedures  (as  defined in Exchange  Act Rules  13a-14 and 15d-14) for the
Registrant and I have:


         a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its consolidated
subsidiaries, is made known to me by others within those entities, particularly
during the period in which this quarterly report is being prepared;


         b) evaluated the effectiveness of the Registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and


         c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;


     5. I have disclosed, based on my most recent evaluation, to the
Registrant's auditors and the audit committee of Registrant's board of directors
(or persons performing the equivalent function):


         a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to record,
process, summarize and report financial data and have identified for the
Registrant's auditors any material weaknesses in internal controls; and


                                      -9-
<PAGE>


         b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant's internal
controls; and


     6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.


       Dated: August 20, 2004              /s/Rita Thomas
                                           -----------------------
                                           Rita Thomas, Chief Executive Officer


                                      -10-
<PAGE>


                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

       In connection with the Quarterly Report of Mill Creek Research, Inc. (the
"Registrant")  on Form 10-QSB for the  quarterly  period ending June 30, 2004 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  I, Rita Thomas,  Chief Executive Officer and Chief Financial Officer
of the Registrant, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

1.   the report fully complies with the requirements of Section 13(a) or 15(d)
     of the Exchange Act; and

2.   the information contained in the report fairly presents, in all material
     respects, the financial condition and results of operations of the issuer;
     and

3.   A signed original of this written statement required by Section 906 has
     been provided to the Registrant and will be retained by the Registrant and
     furnished to the Securities and Exchange Commission or its staff upon
     request.

Pursuant  to the  requirements  of  Section  13(a) or  15(d)  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.


                                    MILL CREEK RESEARCH, INC.
                                            (Registrant)
Date: August 20, 2004               /s/ Rita Thomas
                                    ---------------
                                    Rita Thomas,
                                    Chief Executive Officer and
                                    Chief Financial Officer of the Registrant





                                      -11-