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


                                   FORM 10-QSB


           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended December 31, 2004


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


                        Commission file number 000-51067

                                 ZYLORAIN, INC.
                 (Name of Small Business Issuer in its Charter)


            Nevada                                      14-1914688
   (State or other jurisdiction of                     (I.R.S. Employer
    Incorporation or organization)                      Identification No.)


                  1905 Juarez Lane, Redding, California, 96003
                     (Address of Principal Executive Office)

                                 (530) 356-8198
                           (Issuer's Telephone Number)



Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the 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 filings requirements for the past 90 days. Yes [ ] No [X]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 1,000,000 shares of common stock,
$.001 par value.

Transitional  Small  Business  Disclosure  Format  (Check One):  Yes [ ] No [X]


                                       1

<PAGE>


                                TABLE OF CONTENTS



Part I - Financial Information

         Item 1   Financial Statements                                         3

         Item 2   Management's Discussion and Analysis or Plan of Operation    9

         Item 3   Controls and Procedures                                      9

Part II - Other Information

         Item 1   Legal Proceedings                                           10

         Item 2   Changes in Securities                                       10

         Item 3   Defaults Upon Senior Securities                             10

         Item 4   Submission of Matters to a Vote of Security Holders         10

         Item 5   Other Information                                           10

         Item 6   Exhibits and Reports on Form 8-K                            10

Signatures                                                                    11



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<PAGE>


                         PART I - FINANCIAL INFORMATION


Item 1.           Financial Statements

                                 ZYLORAIN, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                              FINANCIAL STATEMENTS
                AS OF AND FOR THE PERIOD FROM SEPTEMBER 30, 2004
                            THROUGH DECEMBER 31, 2004
                                   (UNAUDITED)



                                Table of Contents


                                                                       Page
                                                                       ----

BALANCE SHEET AS OF DECEMBER 31, 2004                                   4

STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2004                            5

STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2004                            6

NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE PERIOD FROM SEPTEMBER 30, 2004
THROUGH DECEMBER 31, 2004                                               7








                                       3


<PAGE>

<TABLE>

                                 ZYLORAIN, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)


                      BALANCE SHEET AS OF DECEMBER 31, 2004
                      -------------------------------------
                                   (UNAUDITED)

ASSETS
------

CURRENT ASSETS
<S>                                                    <C>
  Cash in Bank                                         $ 1,086
                                                       -------

TOTAL CURRENT ASSETS                                     1,086
                                                       -------

FURNITURE & FIXTURES                                       -0-
                                                       -------

OTHER ASSETS

TOTAL ASSETS                                           $ 1,086
                                                       =======


LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------

CURRENT LIABILITIES                                    $   -0-
                                                       -------

TOTAL LIABILITIES                                          -0-
                                                       =======


STOCKHOLDER'S EQUITY
Paid in capital                                          1,500
Common stock, $0.001 par value,
 75,000,000 shares authorized;
 1,000,000 shares issued and outstanding                 1,000
 as of December 31, 2004
 Retained Earnings (Deficit) accumulated
 during development stage                               (1,414)
                                                       -------

   TOTAL STOCKHOLDER'S EQUITY                            1,086
                                                       -------

TOTAL LIABILITIES
AND STOCKHOLDER'S EQUITY                               $ 1,086
                                                       =======

</TABLE>


              The accompanying notes are an integral part of these
                              financial statements


                                       4

<PAGE>

<TABLE>

                                 ZYLORAIN, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                             STATEMENT OF OPERATIONS
                             -----------------------
                  FOR THE THREE MONTHS ENDED DECEMBER 31, 2004
                  --------------------------------------------
                                   (UNAUDITED)


INCOME
------
<S>                                          <C>
         Income                              $         0
                                             -----------

TOTAL INCOME                                 $         0
                                             -----------


EXPENSES
--------

         Bank Charges                        $        23
                                             -----------
         Professional Services               $     1,373
                                             -----------

TOTAL EXPENSES                               $     1,396
                                             -----------

Net Income (Loss)                            $    (1,396)
                                             ===========


NET INCOME (LOSS)
PER SHARE                                    $   (0.0014)
                                             -----------


Weighted average number of
Common shares outstanding                      1,000,000



</TABLE>








              The accompanying notes are an integral part of these
                              financial statements



                                       5

<PAGE>


<TABLE>

                                 ZYLORAIN, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                             STATEMENT OF CASH FLOWS
                             -----------------------
                  FOR THE THREE MONTHS ENDED DECEMBER 31, 2004
                  --------------------------------------------
                                   (UNAUDITED)




CASH FLOWS FROM
OPERATING ACTIVITIES:
  Cash disbursed for operating
<S>                                                 <C>
  activities                                        $ 1,396
                                                    -------

  Net cash flow provided by (used in)
  operating activities                              $(1,396)
                                                    -------

CASH FLOWS FROM
INVESTING ACTIVITIES:                               $     0
                                                    -------

CASH FLOWS FROM
FINANCING ACTIVITIES:
  Proceeds from issuance of stock                   $     0
                                                    -------
  Proceeds from paid in capital                     $     0
                                                    -------
  Net cash flow provided by
  Financing activities                              $     0
                                                    -------

NET INCREASE
(DECREASE) IN CASH                                  $(1,396)
                                                    -------

BEGINNING OF PERIOD
  Cash and cash equivalents                         $ 2,482
                                                    -------

END OF PERIOD
  Cash and cash equivalents                         $ 1,086
                                                    -------



</TABLE>






              The accompanying notes are an integral part of these
                              financial statements

                                       6

<PAGE>


                                 ZYLORAIN, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                     FOR THE PERIOD FROM SEPTEMBER 30, 2004
                     --------------------------------------
                            THROUGH DECEMBER 31, 2004
                            -------------------------


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS

Zylorain,  Inc. was  incorporated  under the laws of the State of Nevada on
August  27,  2004.  Since  its  inception,  the  Company  has  been  in the
development  stage  and has  conducted  no  business.  The  Company's  only
activities  to date have been:  (i) the initial  issuance  of common  stock
and  organizational  efforts;  and (ii)  the  registration  of the  Company
under the Securities Exchange Act of 1934 as a reporting company.

At the organization of the Company, 75,000,000 $0.001 par value, common shares
were authorized, and 1,000,000 shares were issued and outstanding.

The company adopted the provisions of the Financial Accounting Standards Board
Statement Number 95 "Statement of Cash Flow".

Cash and Cash Equivalents - Cash and cash equivalents consist of cash, bank
deposits and temporary cash investments with a maturity of three months or less
when purchased.

Other Securities - Other securities consist of marketable securities stated at
cost which approximates market.

Inventories - Inventories are stated at lower of cost or market, with cost
generally determined on a first-in, first-out basis.

Other Assets - Other assets include goodwill, patents, other intangibles and
other noncurrent assets. Goodwill is generally amortized on a straight-line
basis over 10 years. Other items are amortized on a straight-line basis over
their estimated economic lives.



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<PAGE>


                                 ZYLORAIN, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                     FOR THE PERIOD FROM SEPTEMBER 30, 2004
                     --------------------------------------
                            THROUGH DECEMBER 31, 2004
                            -------------------------


Use of Estimates - the preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.

Depreciation - Depreciation of property, plant and equipment is generally
computed on a straight-line basis over the estimated useful lives of these
assets. Furniture and equipment are recorded at cost and depreciated over five
to seven years.

Fair Value of Financial Statements - The Company's financial instruments consist
principally of cash, cash equivalents, accounts receivable and notes receivable,
accounts payable, accrued expenses, and notes payable. The carrying amounts of
such financial instruments as reflected in the balance sheets approximate their
estimated fair value as of December 31, 2004. The estimated fair value is not
necessarily indicative of the amounts the Company could realize in a current
market exchange or of future earnings or cash flows.

Revenue Recognition - Revenue from product sales is recognized at the time the
sale is made on an accrual basis.

Income Taxes and Other Matters - The year-end of the Company is September 30th
for both book and tax purposes. There is no deferred tax.

Related Party Transactions - The Company's sole shareholder is also the
President, Chief Financial Officer and Secretary, and its sole director.

The Company currently uses the offices of its shareholder, officer and director
as its principal place of business at no cost to the Company.


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<PAGE>


Item 2. Management's Discussion And Analysis Of Financial Conditions And Results
Of Operations

     Plan of Operation

     The Company's purpose is to seek, investigate and, if such investigation
warrants, merge or acquire an interest in business opportunities presented to it
by persons or companies who or which desire to seek the perceived advantages of
a Securities Exchange Act of 1934 registered corporation. To date the Company
has no particular acquisition in mind and has not entered into any agreement
regarding such merger or acquisition.

     Results of Operations

     The Company was incorporated on August 27, 2004, and has had no operations
to date other than filing a registration statement on Form 10-SB with the
Securities & Exchange Commission. The Company is in the process of attempting to
identify and acquire a favorable business opportunity. The Company has no
commitment or understanding to enter into or become engaged in a transaction as
of the date of this filing. The Company continues to investigate, review and
evaluate business opportunities as they become available and will seek to
acquire or become engaged in business opportunities at such time as specific
opportunities warrant.

     Costs and Expenses

     The Company had no income, and recorded a net loss of $1,396 for the three
months ended January 31, 2004, and a net loss of $1,414 since its inception on
August 27, 2004. These losses were due almost entirely to expenses in connection
with the Company's reporting obligations as a reporting company under the
Securities Exchange Act of 1934.

     Liquidity And Capital Resources

     As of December 31, 2004, the Company had total assets of $1,086, all in the
form of cash. As of December 31, 2004, the Company had 1,000,000 shares of
common stock outstanding, with total shareholder equity of $1,086, or $0.0011
per share.

Item 3.  Controls and Procedures.

     Based on his most recent evaluation, which was completed within 90 days of
the filing of this Form 10-QSB, the Company's president and principal financial
officer believes the Company's disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) are effective to ensure that information
required to be disclosed by the Company in this report is accumulated and
communicated to the Company's management, as appropriate, to allow timely
decisions regarding required disclosure.

     There were no significant changes in the Company's internal controls or
other factors that could significantly affect these controls subsequent to the
date of their evaluation and there were no corrective actions with regard to
significant deficiencies and material weaknesses.



                                       9

<PAGE>


PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

         None

Item 2.  Changes in Securities

         None

Item 3.  Defaults on Senior Securities

         None

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

         The Company has held no regularly scheduled, called or special meetings
of shareholders during the reporting period.

Item 5.  Other Information

         None

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

Exhibit No.       Description

3.1*              Articles of Incorporation
3.2*              Bylaws

31.1              Certification Pursuant to Section 302 of the Sarbanes-Oxley
                  Act of 2002

32.1              Certification Pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002

*Incorporated by reference to the Company's Registration Statement on Form
10-SB, as amended, originally filed with the Commission under the Exchange Act
on December 9, 2004.

(b) Reports on Form 8-K.

The Company filed no reports on Form 8-K during the reporting period.



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<PAGE>


SIGNATURES

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


                                     ZYLORAIN, INC.,
                                     A Nevada Corporation



                                     By:  /S/ William F. Webster
                                        ------------------------
                                              William F. Webster, President

                                              Date:  February 14, 2005




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