SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 10-KSB

| [X]    |   | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934    |
|--------|--------|------------------------------------------------------------------------------------------|
|   |   | For the period ended December 31, 04                                                     |
|   |   |                                                                                     |
| [ ]    |   | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|   |   | For the transition period from                                                           |

Commission File Number 000-25997

Silver Bow Antique Aviation(Exact Name of Small Business Issuer as specified in its Charter)

| Nevada                                                         |   | 91-1939533                              |
|----------------------------------------------------------------|--------|-----------------------------------------|
| (State or other Jurisdiction of Incorporation or Organization) |   | (I.R.S. Employer Identification Number) |
|                                                                |   |                                         |
| 69930 Highway 111, Suite 108    Rancho Mirage, CA              |   | 92270                                   |
| (Address of principal executive offices)                       |   | (Zip Code)                              |
|                                                                |   |                                         |

Check whether the Issuer (1) 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 beensubject to such filing requirements for the past 90 days.

| Yes | [x] | No | [ ] |
|-----|-----|----|-----|

 

Indicate the number of shares outstanding of each of theissuer's classes of Common Equity, as of the latest practicable date.

| Common Stock, no par value |   | 3,190,400                                       |
|----------------------------|--------|-------------------------------------------------|
| Title of Class             |   | Number of Shares Oustanding at December 31,2004 |
| No exhibits included.      |   |                                            |

 

PART I 

ITEM 1. Description of Business.

Business Development.  

Silver Bow Antique Aviation (the "Company") was organized under the  laws of the State of Nevada on April 28, 1994, under the name "Silver  Bow Antique Aviation".  The Company was incorporated primarily toengage in the restoration and maintenance of antique aircraft.

The Company's articles initially authorized the Company to issue a  total of 11,000 shares of stock, consisting of 10,000 common stock and  1,000 shares of preferred stock, both with a par value of $.001 per  share.

An amendment to the Articles of Incorporation of the Company on October  7, 1998 increased its authorized shares to 100,000,000 consisting of  99,990,000 and 10,000 preferred shares, all with a par value of $.001  per share.

 

ITEM 2.  Description of Property.

The Company has no property as of the date of this report (31Dec2004).

The Company Headquarters are located in Rancho Mirage, California and  are furnished by Mr. Dempsey Mork, Chief Financial Officer, Director.

ITEM 3.  Legal Proceedings.

None.

ITEM 4.  Submission of matters to a vote of Security holders.

None.

ITEM 5.    Market for Company's Common Equity and Related Stockholder  Matters:

Market Information.   Silver Bow's common stock is not included in the  pink sheets or in the OTC Bulletin Board maintained by the NASD.  

There is no public trading market for Silver Bow's common stock and  that there is no guarantee any trading market will develop.

Holders.

The shareholders of record of Silver Bow common stock, as of  December 31, 2004 is 52.

Dividends.

  Holders of Silver Bow common stock are entitled to receive  such dividends as may be declared by its board of directors.

ITEM 6. Management Discussion and Analysis or Plan of Operation. 

The Management of Silber Bow made a decision to close its operations. All Assets and Liabilites as shown on the Financial Statements so published have been consolidated into a Long Term Liability due D.K. Mork, the majority stockholder. Following are the results of these transactions: 

BALANCE SHEETSILVER BOW ANTIQUE AVIATIONAS OF DECEMBER 31, 2004

 

| Balance per 10K               | Disposition of Assets/Liabilities      Revised Balance Sheet 12/31/03 |
|-------------------------------|-----------------------------------------------------------------------|
| **ASSETS:**                   |                                                                  |   |   |   |   |   |
|                          | Deposits - Cash                                                       | $ | 37,675 |   | Due from D K Mork | $ | 37,675 |
| Total Assets                  | $                                                                     | 37,675 |   |   |   |   |
| LIABILITIES & EQUITY:     |                                                                  |  |   |   |   |   |
| **LIABILITIES:**              |                                                                  |  |   |   |   |   |
|                          | Note Payable- Oper. Exp.                                              | $ | 80,074 |   | Due to D.K. Mork | $ | 80,074 |
|                          | Note Payable- Cash Advances                                           |   | 50,000 |   | Due to D.K. Mork |   | 50,000 |
|                          | Note Payable- Mortgage Int. Exp.                                      |   | 46,740 |   | Due to D.K. Mork |   | 46,740 |
|                          | Note Payable- Piper Aircraft                                          |   | 12,182 |   | Due to D.K. Mork |   | 12,182 |
|                          | Note Payable- Convertible Stock                                       |   | 25,000 |   | Due to D.K. Mork |   | 25,000 |
| Total Liabilities             | $                                                                     | 213,996 |   |   |   |  |
|                          |                                                                  |  |   |   |   |  |
| NET TOTAL OF ASSETS/          |                                                                  |  |   | NET TOTAL LONG TERM |   |  |
|                          | MINUS LIABILITIES                                                     | $ | 176,321 |   |   | LIAB/DUE D.K. MORK |   | <176,321> |
|                          |                                                                  |  |   |   |   |  |
| **EQUITY:**                   |                                                                  |  |   |   |   |  |
| Common Stock (3,190,400 shs)  |                                                                  |  |   |   |   |  |
|                          | Issued/Outstanding @ $.001 par                                        | $ | 3,190 |   |   | $ | 3,190 |
| Paid in Capital               |                                                                  | 20,000 |   |   |   | 20,000 |
| Retained Earnings/Accumulated |                                                                  |  |   |   |   |  |
|                          | <Deficit>                                                       |   | <199,511> |   |   |   | <199,511> |
| NET EQUITY/RETAINED           |                                                                  |  |   |   |   |  |
| EARNINGS <DEFICIT>      | $                                                                     | <176,321> |   |   |   | <176,321> |
| TOTAL ASSETS/LIABILITIES      | $                                                                     | -0- |   |   | $ | -0- |

PART II

ITEM 6.  Management Discussion and Analysis or Plan of Operation.

Silver Bow is a “Development Stage Company” and is investigating various opportunities.

ITEM 7.  Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth the shareholdings of those persons or  entities who own more than 5% of the 3,190,400 Company's common stock  outstanding as of the date of these filings, and/or belong to management  hereof, to wit; Percentage of Class is calculated on 3,190,400 total shares.

| Name and Address                                                |                             | Number of Shares     Beneficially Owned |           | Percentage    Of Class |
|-----------------------------------------------------------------|-----------------------------|-----------------------------------------|-----------|------------------------|
| * Magellan Capital Corporation                                  |                        | 597,600                                 |           | 18.74%                 |
| * Magellan Capital Corporation    Profit Sharing Plan and Trust |                        | 900,000                                 |           | 28.21%                 |
| * Magellan Capital CorporationPension Benefit Plan and Trust    |                        | 900,000                                 |           | 28.21%                 |
| Dempsey K. Mork                                                 |                        | 148,500*                                |           | 4.65%                  |
| D, K. MORK TOTAL      ( 4 Shareholders)                         |                        | *2,546,100                              |           | *79.81%                |
| KNC INVESTMENTS INC/ N L LeBoeuf                                |                        | 105,800                                 |           | 4.00%                  |
| Darren J. Holm                                                  |                        | 100,000                                 |           | 3.14%                  |
| TOTAL ( 6 Inside Shareholders)                                  |                        | 2,751,900                               |           | 86.95%                 |
| TOTAL (45 Outside Investors)                                    |                        | 438,500                                 |           | 13.05%                 |
|                                                            | GRAND TOTAL 51 SHAREHOLDERS |                                    | 3,190,400 |                        | 100.00% |

 

Mr. Randall Baker, Secretary left the Company in January 2002 and was  replaced by Mr. Norbert LeBoeuf who assumed the duties of Secretary inaddition to being the Controller/Director of Silver Bow.

  *NOTE:  Mr. Dempsey Mork is considered to be a beneficial owner  as described by 13d-3 (a), and, (b) of regulation 13-D.  Neither the  Pension Benefit Plan or the Profit Sharing Plan have pending or  planned termination dates.

The following table sets forth the shareholdings of the Company's  directors and executive officers as of these filings, to wit:

| Name and Adress                              |   | Number of Shares      Beneficially Owned      As of 12/31/2004 |
|----------------------------------------------|--------|----------------------------------------------------------------|
| Dempsey K. Mork/ Prior Page                  |   | *2,546,100                                                     |
| KNC INVESTMENTS, INC. and Norbert. L LeBoeuf |   | 105,800                                                        |
| Darren J. Holm                               |   | 100,000                                                        |
|                                         | TOTALS |                                                           | 2,751,900 |

 

See the caption "Directors, Executive Officers, Promoters and Control  persons", below, Part III, Item 9 for information concerning the  officers or other persons in which the foregoing persons serve with theCompany.

Change in Control.

There are no present arrangements or pledges of the Company securitieswhich may result in a change in control of the Company.

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

The Company is in the process of securing a replacement of accountants.  There have been no disagreements on accounting and financial disclosure.

ITEM 8A. CONTROLS and PROCEDURES

(a) We carried out an evaluation, under the supervision and with the  participation of our management, including our Chairman and Chief  Executive Officer along with our Chief Financial Officer, of the  effectiveness of the design and operation of our disclosure controls  and procedures pursuant to Exchange Act Rule 13a-14 under the  Securities Exchange Act of 1934, as amended (the "Exchange Act").  Based upon that evaluation, our Chief Executive Officer along with our  Chief Financial Officer concluded that as of December 31, 2004, our  disclosure controls and procedures (1) are effective in timely alerting  them to material information relating to the Company required to be  included in our periodic SEC filings and (2) are adequate to ensure  that information required to be disclosed by us in the reports filed or  submitted by us under the Exchange Act is recorded, processed and  summarized and reported within the time periods specified in the SEC's  rules and forms.

(b) There have been no significant changes in our internal controls or  in other factors that could significantly affect internal controls  subsequent to the date we carried out our evaluation.

PART III

ITEM 9.  Directors, Executive Officers, Promoters and Control Persons. 

The following table sets forth the names of all current directors and  executive officers of the Company. These are the only persons whose  activities are expected to be material to the Company. They will serve  until the next annual meeting of the stockholders (held in November of  each year) or until their successors are elected or appointed and  qualified, or their prior resignation or termination:

| Name               |   | Positions Held                                                                  |   | Date of Election    or Designation |  | Date of       Termination or      Resignation |
|--------------------|--------|---------------------------------------------------------------------------------|--------|------------------------------------|--|-----------------------------------------------|
| Darren J. Holm     |   | President/CEO/ Director                                                         |   | 9/25/2001                          |  | -                                             |
| Dempsey K. Mork    |   | Chief Financial Officer/ Director                                               |   | 9/25/2001                          |  | -                                             |
| Norbert. L LeBoeuf |   | Controller/Director      Became Secretary due to      R. Baker departure Jan/02 |   | 6/30/1996                          |  | -                                             |

Business Experience of Directors/Executive Officers:

Mr. Darren J. Holm was elected President/CEO and Director of Silver Bow Antique   Aviation in September 2001. His educational background includes Ambulance and   Emergency Care, Georgia College through 1984; A.S. EMS Systems Management at Davenport University through December 1985, and A.S. Respiratory Care, June 1989.   Business experience includes 13 years with Springs Ambulance/American Medical   Response as Paramedic/Field Training Officer; three years as Medical Division   Manager with Desert Airlines, (an aero-medical transport company); and, 3 years   with Air Service International--1 year Medical Operations/Office Manager and 2   years as General Manager. Mr. Holm will spend approximately 20 hours per week on   Silver Bow business.

 Mr. Mork is the majority shareholder, Chief Financial Officer/Directorof Silver Bow Antique Aviation.  He has been an officer/director of theCompany since its formation in 1994.  For the past six years, he hasbeen officer/director of Magellan Capital Corporation, Animal CloningSciences, Knickerbocker Capital, Apex Capital, Asian Financial andNorth Star Ventures.  Mr. Mork has experience in start-up companies,business reorganizations and cross border business trans-actions.  Hewill spend approximately 20 hours per month on Silver Bow business.

Mr. Norbert LeBoeuf is a shareholder, officer and director of Silver  Bow Antique Aviation.  He has been responsible for all accounting and  tax functions for all Companies with which Mr. Mork has been  affiliated.  Mr. LeBoeuf's professional career includes three years in  the U.S. Marine Corps Legal and Administrative functions (1952-55) and  forty years in all areas of accounting for small, medium and large(Fortune 500 Companies) in Electronics, Manufacturing and Aerospace.

Significant Employees.

The Company has no employees who are not executive officers.

Item 10. Executive Compensation.

None.

(1)   In April 1994, 936,900 shares of "unregistered" and "restricted"  shares of the Company's Common Stock were issued (for services  rendered):*  

|   |   | 597,600 |   | Magellan Capital Corporation |
|--------|--------|---------|--------|------------------------------|
|   |   | 148,500 |   | Dempsey K. Mork              | (Officer/Director) |
|   |   | 61,200  |   | Randall A. Baker             | (Officer/Director) |
|   |   |         |   |                         | Mr. Baker left the Company in January 2002 |
|   |   | 73,800  |   | Robert J. Filiatreaux        | (Officer/Director) |
|   |   | 55,800  |   | Norbert L LeBoeuf            | (Officer/Director) |
| TOTAL  |   | 936,900 |   | SHARES AS OF APRIL 4, 1994   |

 

*The above stated number of shares are after giving effect to a900 for 1 forward split of October 15, 1998.

(2)   In December 2001, 200,000 shares were issued for services  rendered through December 2001, as follows:  100,000 to Darren J. Holm, the newly elected President/CEO-  Director, and,  50,000 each to Randall A. Baker and Norbert L. LeBoeuf.

Item 11.  Changes in and disagreements with Auditors on Accounting and  Financial Disclosure.

None.

 

PART F/S  Index to Fiancial Statememts  Report of Certified Public Accountant

Financial Statements

Financial Statements for 3 month period ended  December 31, 2004 have been prepared by the Management Group of Silver Bow:

|                                              |                      | 10QSB Pg Nos. |
|---------------------------------------------------|---------------------------|---------------|
| Balance Sheets at 12/31/2004 and 12/31/2003       |                      | Pg. 8-9       |
| Statements of Operations for 12 Months 12/31/04   |                      | Pg. 10        |
| Statements of Cash Flows for 12 Months 12/31/04   |                      | Pg. 11        |
| Statement of Stockholders' Equity from inception: |                      | Pg. 12        |
|                                              | (1994 through 12/31/2004) |          |  |
| Notes to the Financial Statements                 |                      | Pgs. 13-14    |

 

Silver Bow Antique Aviation  (A Development Stage Company)BALANCE SHEET

 

| ASSETS                                             |                                                                                                 | December 31, 2004         |        | December 31, 2003 |
|----------------------------------------------------|------------------------------------------------------------------------------------------------------|---------------------------|-------------|-------------------|
| CURRENT ASSETS:                                    |                                                                                                 |                      |             |              |
|                                               | Deposit Cash/New Business Oper.                                                                      | $                         | 0           | $                 | 0 |
|                                               |                                                                                                 | Total Current Assets      | $           | 0                 | $ | 0 |
| FIXED ASSETS: (Note 3)                             |                                                                                                      |                           |             |                   |
|                                               | Property/Equipment Less                                                                              | $                         | 0           | $                 | 0 |
|                                               | Accumulated Depreciation                                                                             | <                      | 0           | $                 | 0 |
|                                               |                                                                                                 | Net Fixed Assets          | $           | 0                 | $ | 0 |
| TOTAL ASSETS                                       | $                                                                                                    | 0                         | $           | 0                 |
| LIABILITIES & SHAREHOLDERS' EQUITY             |                                                                                                      |                           |             |                   |
| Current Liabilities: (Note 4)                      |                                                                                                      |                           |             |                   |
|                                               | Misc. Accured Liabilities                                                                            | $                         | 0           | $                 | 0 |
|                                               | Other Liabilities                                                                                    |                           | 0           |                   | 0 |
|                                               |                                                                                                 | Total current liabilities | $           | 0                 | $ | 0 |
| LONG TERM LIABILITIES: (Note 5)                    | $                                                                                                    | 176,321                   | $           | 176,321           |
|                                               | Net Total Long Term Liabilities                                                                      | $                         | 0           | $                 | 0 |
| TOTAL LIABILITIES                                  | $                                                                                                    | 0                         | $           | 0                 |
| SHAREHOLDERS' EQUITY (NOTES 1 & 2)             |                                                                                                      |                           |             |                   |
|                                               | 1,000 shares authorized; -0-      shares issued and outstanding                                      | $                         | 0           | $                 | 0 |
|                                               | Common stock, par value $ .001;      99,999,000 shares authorized;issued & outstanding 3,690,400 |                           | 3,190       |                   | 3,190 |
|                                               | Paid-in capital                                                                                      |                           | 20,000      |                   | 20,000 |
|                                               | Retained earnings <Accum. Deficit>                                                             | <                      | 199,511> | <              | 199,511> |
| NET EQUITY/RETAINED EARNINGS       <DEFICIT> | $<                                                                                                | 176,321>               | $<       | 176,321>       |
| TOTAL ASSETS/LIABILITIES                           | $                                                                                                    | 0                         | $           | 0                 |

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

Silver Bow Antique Aviation  (A Development Stage Company)  STATEMENT OF OPERATIONSFor the Twelve Months Ending December 2004 & 2003

|                                                        |                               | December 31,        2004 |           | December 31,    2003 |
|-------------------------------------------------------------|------------------------------------|--------------------------|-----------|----------------------|
| Misc. Income                                                | $                                  | -0-                      | $         | -0-                  |
| Operating Expenses:                                         |                                    |                          |           |                      |
|                                                        | Interest Expense                   | $                        | -0-       | $                    | -0- |
|                                                        | Admin Support                      |                          | -0-       |                      | -0- |
|                                                        | Depreciation (Note 3)              |                          | -0-       |                      | -0- |
|                                                        | Misc. Expenses                     |                          | -0-       |                      | -0- |
|                                                        | New Business Development Expenses  |                          | -0-       |                      | -0- |
|                                                        | Computer Services/Software Systems |                          | -0-       |                      | -0- |
|                                                        |                               | Total Operating Expenses | $         | -0-                  | $ | -0- |
| Income (Loss) From Operations                               | $                                  | -0-                      | $         | -0-                  |
| Other Income/ (Expense):      Misc. Other Income/ (Expense) | $                                  | -0-                      | $         | -0-                  |
| Credit/ Other Income                                        |                                    | -0-                      |           | -0-                  |
|                                                        | Total Net Other Income             | $                        | -0-       | $                    | -0- |
| Net Income (Loss)                                           | $                                  | -0-                      | $         | -0-                  |
| Per share informatiion:                                     |                                    |                          |           |                      |
| Basic (Loss) per common share                               | $                                  | 0.000                    | $         | 0.000                |
| Basic weighted average number                               |                                    |                          |           |                      |
|                                                        | Common Stock shares outstanding    |                          | 3,690,400 |                      | 3,690,400 |
| Diluted (Loss) per common share                             | $                                  | 0.000                    | $         | 0.000                |
| Diluted weighted average number                             |                                    |                          |           |                      |
|                                                        | Common Stock shares outstanding    |                          | 3,690,400 |                      | 3,690,400 |

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

Silver Bow Antique Aviation  (A Development Stage Company)  STATEMENT OF CASH FLOWS  For the Twelve Months Ending  December 31, 2004

  

|                                             |                                           |                                   | 2004   |        | 2003   |
|--------------------------------------------------|------------------------------------------------|----------------------------------------|--------|--------|--------|
| CASH FLOWS FROM OPERATING ACTIVITIES:            |                                                |                                   |        |        |        |
|                                             | Income <Loss> From Operations*           | A                                      | $      | -0-    | $      | -0- |
| TRANSACTIONS NOT REQUIRING CASH:                 |                                                |                                   |        |        |        |
|                                             | Depreciation (NOTE 3)                          |                                        | $      | -0-    | $      | -0- |
| Total transactions not requiring cash            | A                                              | $                                      | -0-    | $      | -0-    |
| CASH PROVIDED (USED) DUE TO CHANGES IN:          |                                                |                                   |        |        |        |
|                                             | Current/Fixed Assets decrease/<increase> |                                        | $      | -0-    | $      | -0- |
|                                             | Current liabilities/(decrease)/increase        |                                   |   |   |   |   |
|                                             |                                           | Increase/Decrease Operating Expenses   |        | $      | -0-    | $ | -0- |
|                                             |                                           | Increase NP Cash Advances/New Business |        |   | -0-    |  | -0- |
|                                             |                                           | Incr/Decr Other Current Liabilities    |        |   | -0-    |  | -0- |
|                                             |                                           | Increase NP Misc. Items                |        |   | -0-    |  | -0- |
|                                             | Total Net Increase Current Liabilities         |                                        | $      | -0-    | $      | -0- |
|                                             | Decrease Long Term Liability                   |                                        |   | -0-    |        | -0- |
| Total Incr/(Decr.) Current/Long Term Liabilities | A                                              | $                                      | -0-    | $      | -0-    |
| Net cash provided/(used) Operating Activities    | A                                              | $                                      | -0-    | $      | -0-    |
| Cash Flows from Investing Activities:            | A                                              |                                   | -0-    |        | -0-    |
| Cash Flows from Financing Activities:            | A                                              |                                   | -0-    |        | -0-    |
| Net Cash Increase(Decrease) = TOTAL OF A LINES   |                                                | $                                      | -0-    | $      | -0-    |
| Cash, Beginning of period                        |                                                |                                   | -0-    |        | -0-    |
| Cash, End of period                              | $                                              |                                   | -0-    | $      | -0-    |

 

Silver Bow Antique Aviation  (A Development Stage Company)Statement of Stockholders' Equity Twelve Months Periods Ending December 31, 2004

|                                                                                                                                                   |                                                           | PREF    SHS |        | STOCK    $ AMT |        | COMMON    SHARES |           | STOCK    $ AMT |        | PAID-IN    CAPITAL |        | ACCUMULATED      EARNINGS  & (LOSSES) |        | TOTAL        NET &    (DEFICIT) |
|--------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------|-------------|--------|----------------|--------|------------------|-----------|----------------|--------|--------------------|--------|-------------------------------------------|--------|-------------------------------------|
| Balance at                                                                                                                                             |                                                           |        |   |           |   |             |      |           |   |               |   |                                      |   |                                |
|                                                                                                                                                   | 12/31/94                                                       |        | -0-    |                | -0-    |                  | -0-       |                | -0-    |                    | -0-    |                                           | -0-    |                                     | -0- |
| Balance at                                                                                                                                             |                                                           |             |        |                |        |                  |           |                |        |                    |        |                                           |        |                                     |
|                                                                                                                                                   | 3/31/95                                                        |        | -0-    |                | -0-    |                  | -0-       |                | -0-    |                    | -0-    |                                           | -0-    |                                     | -0- |
| Issue shares at                                                                                                                                        |                                                           |             |        |                |        |                  |           |                |        |                    |        |                                           |        |                                     |
|                                                                                                                                                   | Par value for      consulting      services                    |        | -0-    |                | -0-    |                  | 936,900*  |                | 936    |                    | -0-    | (                                         | 936 )  |                                     | -0- |
|                                                                                                                                                   |
| Balance at                                                                                                                                             |                                                           |             |        |                |        |                  |           |                |        |                    |        |                                           |        |                                     |
|                                                                                                                                                   | 12/31/96                                                       |        | -0-    |                | -0-    |                  | 936,900   |                | 936    |                    | -0-    | (                                         | 936 )  |                                     | -0- |
| Balance at                                                                                                                                             |                                                           |             |        |                |        |                  |           |                |        |                    |        |                                           |        |                                     |
|                                                                                                                                                   | 12/31/97                                                       |        | -0-    |                | -0-    |                  | 936,900   |                | 936    |                    | -0-    | (                                         | 936 )  |                                     | -0- |
| Sales of                                                                                                                                               |                                                           |             |        |                |        |                  |           |                |        |                    |        |                                           |        |                                     |
|                                                                                                                                                   | Common stock for      cash, at par value,      on dec 30, 1998 |        | -0-    |                | -0-    |                  | 2,053,500 |                | 2,054  |                    | 20,000 |                                           | -0-    |                                     | 22,054 |
|                                                                                                                                                   |
| Balance at                                                                                                                                             |                                                           |             |        |                |        |                  |           |                |        |                    |        |                                           |        |                                     |
|                                                                                                                                                   | 12/31/98                                                       |        | -0-    |                | -0-    |                  | 2,990,400 |                | 2,990  |                    | 20,000 | (                                         | 936 )  |                                     | 22,054 |
| * After 900 for 1 forward stock split authorized on October 15, 1998. Shares Issued in 1996 for services rendered are stated at post split par values. |
|                                                                                                                                                   |
| Balance 12/31/1999                                                                                                                                     |                                                           | -0-         |        | -0-            |        | 2,990,400        |           | 2,990          |        | 20,000             | (      | 936 )                                     |        | 22,054                              |
| Yr 2000 (Loss)                                                                                                                                         |                                                           |             |        |                |        |                  |           |                |        |                    |        | -0-                                       |        | -0-                                 |
|                                                                                                                                                   |
| Balance 12/31/2000                                                                                                                                     |                                                           | -0-         |        | -0-            |        | 2,990,400        |           | 2,990          |        | 20,000             | (      | 936 )                                     |        | 22,054                              |
|                                                                                                                                                   | Issue Shares/    Services rendered                             |        |        |                |        |                  | 200,000   |                | 200    |                    | -0-    | (                                         | 200 )  |                                     | -0- |
| Year 2001 YTD Adj.                                                                                                                                     |                                                           |             |        |                |        |                  |           |                |        |                    | (      | 2,054 )                                   | *      |                                     |
| Years 2002-03 Loss                                                                                                                                     |                                                           |             |        |                |        |                  |           |                |        | -0-                |        | -0-                                       |        | -0-                                 |
|                                                                                                                                                   |
| Balance 12/31/03                                                                                                                                       |                                                           | -0-         |        | -0-            |        | 3,190,400        |           | 3,190          |        | 20,000             | (      | 3,190)                                    |        | 22,054                              |
| Loss 1st Qtr. 3/31/04                                                                                                                                  |                                                           |             |        |                |        |                  |           |                |        | -0-                |        | -0-                                       |        | -0-                                 |
|                                                                                                                                                   |
| Balance 3/31/04                                                                                                                                        |                                                           | -0-         |   | -0-            |   | 3,190,400        |           | 3,190          |        | 20,000             | (      | 3,190)                                    |        | 22,054                              |
|                                                                                                                                                   |

The accompanying notes are an integral part of these FINANCIAL STATEMENTS.

 

Silver Bow Antique Aviation(A Development Stage Company)  Notes to Financial StatementsFor The Twelve Months Ended December 31, 2004

GENERAL:The condensed consolidated financial statements of Silver Bow Antique  Aviation included herein, have been prepared pursuant to the rules and  regulations of the Securities and Exchange Commission.  Although  certain information normally included in financial statements prepared  in accordance with generally accepted accounting principles has been  condensed or omitted, Silver Bow believes that the disclosures are  adequate to make the information presented not misleading.  The  condensed financial statements for the twelve month period ended December 31,  2004 should be read in conjunction with the financial statements and notesthereto included in this report.

The condensed consolidated financial statements included herein reflect  all normal recurring adjustments that, in the opinion of management,  are necessary for fair presentation.

The Company has not commenced operations and has no working capital.

NOTE 1 - ORGANIZATION AND BUSINESS PLAN:

Company was organized under the laws of the State of Nevada on  April 28, 1994 under the name of Silver Bow Antique Aviation.  TheCompany was incorporated to engage in any lawful activities.

The Company's articles initially authorized 1,000 shares of Preferred  Stock and 10,000 shares of Common Stock, both at a par value of $.001  per share.

Common Stock.

  During 1996, certain consulting services were rendered to the Company  by the majority stockholder, Magellan Capital Corporation, (a Nevada  Corporation doing business in California) and 4 other individuals.  The  value of such services were at the stated par value for 1,041 shares  issued on July 15, 1995 and have been stated on the Balance sheet, the  Statement of Operations and the Cash Flow Statement at $936 for  the year ending 12/31/96, which amount reflects the par value of the  original issue on the date of the 900 for 1 forward stock split on the  1,041 shares.  Revised number of shares issued and outstanding after  the foregoing split were 936,900, with a total value of $936.00 as ofthe end of the year September 30, 1996.

On December 30, 1998, 2,053,500 shares were sold for $2,054 cash at the  stated par value of $.001 per share.  Total shares outstanding at year end  12/31/98 were 2,990,400, with a total value of $2,990.

On September 25, 2001, 200,000 shares were issued at the stated par  value of $.001 per share for services rendered through September, 2001:  100,000 shares to Darren J. Holm, the newly appointed President of the  Company and 50,000 shares each to Randall Baker, Secretary and Norm  LeBoeuf, Controller.

The total number of Common Stock shares outstanding and issued as of the  end of December 31, 2004 and 2003 were 3,690,400, total value $3,190. No  other transactions have taken place since those dates for the Common  Stock of the Company:  Total Common Stock Shares outstanding and issuedat December 31, 2004 were 3,190,400, total value of $3,190.

Preferred Stock.

  The original articles of incorporation, April 28, 1994, authorized  1,000 shares of Preferred Stock with a stated par value of $.001 per  share.  From inception (April 28, 1994) through December 31, 2004, no  Preferred Stock Shares have been issued, and, none are outstanding.

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The Articles of Incorporation (as revised) authorize Silver Bow Antique  Aviation to issue up to 99,999,000 shares of Common Stock with a par  value of $.001 per share and 1,000 shares of Preferred Stock, with a  par value of $.001 per share.  As of the period ending December 31, 2004,  there were 3,190,400 shares of Common Stock issued and outstanding.  Asof December 31, 2004, no Preferred Stock were issued or outstanding.

NOTE 3 - FIXED ASSETS:

  The Company has no Fixed Assets for the period ending December 31, 2004  and December 31, 2003.  

  NOTE 4 - CURRENT LIABILITIES:

Following are the Current Liabilities of the Company as of December 31,2004 and December 31, 2003 were:

 

| Category Description |              | Amounts due    12/31/04 |   | Amounts due      12/31/03 |
|----------------------|-------------------|-------------------------|---|---------------------------|
| Current Liabilities  | $                 | 0                       | $ | 0                         |
|                      | TOTAL LIABILITIES | $                       | 0 | $                         | 0 |

NOTE 5. LONG TERM LIABILITY

Assets and current liabilities have been consolidated into a long term liability note in favor of a D.K. Mork, the majority stock holder of Silver Bow in the cmount of 176,321. 

NOTE 6.  GOING CONCERN AND INCIDENTAL COSTS:

Incidental costs to maintain legal registrations of the Company in the  State of Nevada and with the Security and Exchange Commissions have  been paid or assumed by Mr. Dempsey Mork, Chief Financial Officer/  Director, the majority shareholder of Silver Bow.  This will continue  for the foreseeable future.

| (b)    |   | List of Exhibits  |
|--------|--------|-------------------|
|   | 31     | 302 Certification |
|   | 32     | 906 Certification |

(B) Reports on Form 8-K

> 
None. 

ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit, tax and accounting fees for ongoing normal business activities  will continue to be paid by Mr. Dempsey Mork, Chief Financial Officer,Director, the majority Shareholder of Silver Bow.

The Board of Directors, acting as the Audit Committee considered  whether, and determined that, the auditor's provision of non-audit  services was compatible with maintaining the auditor's independence.  All of the services described above for fiscal years through the period  ending December 31, 2004, and were approved by the Company’s Board  of Directors pursuant to its policies and procedures. 

 SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities  Exchange Act of 1934, as amended, the Company has duly caused this  Report to be signed on its behalf by the undersigned duly authorized  person.

Date:    December 30, 2004

Silver Bow Antique Aviation

/s/ Darren J. Holm----------------------------------By: Darren J. Holm, President

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.

| Signature           |   | Capacity                    |        | Date              |
|---------------------|--------|-----------------------------|--------|-------------------|
| /s/ Darren J. Holm  |   | President/CEO      Director |        | December 30, 2004 |
| Darren J. Holm      |   |                        |   |              |
|                |   |                        |   |              |
| /s/ Dempsey K. Mork |   | CFO/Director                |   | December 30, 2004 |
| Dempsey K. Mork     |   |                             |   |              |
|                |   |                             |   |              |
| /s/ Norbert LeBoeuf |   | Secretary/Director          |   | December 30, 2004 |
| Norbert LeBoeuf     |   |                        |   |              |