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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
 FORM 10-QSB (Mark One) þ
    
    Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended
March 31, 2005
 o
    
    Transition report under Section 13 or 15(d) of the Exchange Act
 For the transition period from  to
 Commission File Number 000-50531 CEA Acquisition Corporation 
  Delaware
    
    20-0308891(State or other Jurisdiction of
Incorporation or Organization)
    
    (I.R.S. Employer
Identification No.)
 101 East Kennedy Boulevard, Suite 3300, Tampa, Florida 33602 
  (813) 226-8844 
  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 filing requirements for the past
90 days. Yes þ No o As of May 12, 2005, 4,900,000 shares of common stock, par value $.0001 per share, were issued
and outstanding. Transitional Small Business Disclosure Format (check one):           Yes o No þ




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PagePart I: Financial Information:Item 1 Financial Statements (Unaudited):Balance Sheets
    
    
    3Statements of Operations
    
    
    4Statements of Stockholders Equity
    
    
    5Statements of Cash Flows
    
    
    6Summary of Significant Accounting Policies
    
    
    7Notes to Financial Statements
    
    
    8Item 2  Managements Discussion and Analysis or Plan of Operation
    
    
    12Item 3  Controls and Procedures
    
    
    13Part II. Other InformationItem 2  Changes in Securities and Small Business Issuer Purchases of Equity Securities
    
    
    14Item 6  Exhibits and Reports on Form 8-K
    
    
    14Signatures and Certifications
    
    
    15EX-31.1: SECTION 302 CERTIFICATION OF CEOEX-31.2: SECTION 302 CERTIFICATION OF CFOEX-32.1: SECTION 906 CERTIFICATION OF CEOEX-32.2: SECTION 906 CERTIFICATION OF CFO
  2




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CEA Acquisition Corporation
(a corporation in the development stage) 
 Balance Sheets   March 31,
    
    
    December 31,2005
    
    
    2004(unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    398,602
    
    
    $
    512,299U.S. Government Securities held in Trust Fund (Note 2)
    
    
    20,805,479
    
    
    
    20,694,933Accrued interest receivable, Trust Fund (Note 2)
    
    
    60,702
    
    
    
    51,064Prepaid expenses
    
    
    47,250
    
    
    
    6,750Total current assets
    
    
    21,312,033
    
    
    
    21,265,046Total assets
    
    $
    21,312,033
    
    
    $
    21,265,046Liabilities and Stockholders EquityCurrent liabilities:Accrued expenses
    
    $
    17,288
    
    
    $
    31,827Common stock, subject to possible conversion,
804,598 shares at conversion value (Note 2)
    
    
    4,103,450
    
    
    
    4,103,450Commitment (Note 5)Stockholders equity (Notes 2, 3, 6 and 7)Preferred stock, $.0001 par value, Authorized
1,000,000 shares; none issuedCommon stock, $.0001 par valueAuthorized 20,000,000 sharesIssued and outstanding 4,900,000 shares
(which includes 804,598 subject to
possible conversion)
    
    
    490
    
    
    
    490Additional paid-in capital
    
    
    17,311,160
    
    
    
    17,311,160Deficit accumulated during development stage
    
    
    (120,355
    )
    
    
    (181,881
    )Total stockholders equity
    
    
    17,191,295
    
    
    
    17,129,769Total liabilities and stockholders equity
    
    $
    21,312,033
    
    
    $
    21,265,046
 See accompanying summary of significant accounting policies and notes to unaudited financial statements. -3-




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CEA Acquisition Corporation
(a corporation in the development stage) 
 Statements of Operations (Unaudited)   Period fromThree months
    
    
    Three months
    
    
    October 14, 2003ended
    
    
    ended
    
    
    (inception) toMarch 31, 2005
    
    
    March 31, 2004
    
    
    March 31, 2005Expenses:General and administrative expenses (Note 5)
    
    $
    (57,511
    )
    
    $
    (146,252
    )
    
    $
    (466,479
    )Operating loss
    
    $
    (57,511
    )
    
    $
    (146,252
    )
    
    $
    (466,479
    )Interest income
    
    $
    119,037
    
    
    $
    22,926
    
    
    $
    346,124Net income (loss)
    
    $
    61,526
    
    
    $
    (123,326
    )
    
    $
    (120,355
    )Basic and fully diluted net income (loss) per share
    
    $
    .01
    
    
    $
    (.05
    )Weighted average common shares outstanding
    
    
    4,900,000
    
    
    
    2,688,462
 See accompanying summary of significant accounting policies and notes to unaudited financial statements. -4-




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CEA Acquisition Corporation
(a corporation in the development stage) 
 Statements of Stockholders Equity (Unaudited)   Additional
    
    
    Deficit accumulatedPreferred Stock
    
    
    Common Stock
    
    
    Paid-In
    
    
    during theShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    development stage
    
    
    TotalBalance, October 14, 2003 (inception)
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Sale of 875,000 shares of common stock to
initial stockholders
    
    
    
    
    
    
    
    
    
    
    875,000
    
    
    
    87
    
    
    
    24,913
    
    
    
    
    
    
    
    25,000Net loss for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (147
    )
    
    
    (147
    )Balance, December 31, 2003
    
    
    
    
    
    
    
    
    
    
    875,000
    
    
    
    87
    
    
    
    24,913
    
    
    
    (147
    )
    
    
    24,853Sale of 4,025,000 units and underwriter
option, net of underwritersdiscount and
offering expenses (includes 804,598 shares
subject to possible conversion)
    
    
    
    
    
    
    
    
    
    
    4,025,000
    
    
    
    403
    
    
    
    17,286,247
    
    
    
    
    
    
    
    17,286,650Net loss for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (181,734
    )
    
    
    (181,734
    )Balance, December 31, 2004
    
    
    
    
    
    
    
    
    
    
    4,900,000
    
    
    
    490
    
    
    
    17,311,160
    
    
    
    (181,881
    )
    
    
    17,129,769Net income for the period (unaudited)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61,526
    
    
    
    61,526Balance, March 31, 2005 (unaudited)
    
    
    
    
    
    $
    
    
    
    
    4,900,000
    
    
    $
    490
    
    
    $
    17,311,160
    
    
    $
    (120,355
    )
    
    $
    17,191,295
 See accompanying summary of significant accounting policies and notes to unaudited financial statements. -5-




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CEA Acquisition Corporation (a corporation in the development stage) 
 Statements of Cash Flows (Unaudited)
   Three months
    
    
    Three months
    
    
    October 14, 2003ended
    
    
    ended
    
    
    (inception) toMarch 31, 2005
    
    
    March 31, 2004
    
    
    March 31, 2005Cash Flows from Operating ActivitiesNet income (loss)
    
    $
    61,526
    
    
    $
    (123,326
    )
    
    $
    (120,355
    )Adjustments to reconcile net income (loss) to net cash used in
operating activities:Gain on maturity of U.S. Government Securities held in Trust Fund
    
    
    (108,067
    )
    
    
    
    
    
    
    (279,009
    )Increase in prepaid expenses
    
    
    (40,500
    )
    
    
    (84,656
    )
    
    
    (47,250
    )Increase in accrued interest receivable
    
    
    (9,638
    )
    
    
    (22,191
    )
    
    
    (60,702
    )Increase (decrease) in accrued expenses
    
    
    (14,539
    )
    
    
    19,906
    
    
    
    17,288Net cash used in operating activities
    
    
    (111,218
    )
    
    
    (210,267
    )
    
    
    (490,028
    )Cash Flows from Investing ActivitiesPurchase of U.S. Government Securities held in Trust Fund
    
    
    (20,805,479
    )
    
    
    (20,527,500
    )
    
    
    (82,653,470
    )Maturity of U.S. Government Securities held in Trust Fund
    
    

    20,803,000
    
    
    
    
    
    
    
    62,127,000Net cash used in investing activities
    
    
    (2,479
    )
    
    
    (20,527,500
    )
    
    
    (20,526,470
    )Cash Flows from Financing ActivitiesProceeds from public offering of 4,025,000 units, net
    
    
    
    
    
    
    21,487,715
    
    
    
    21,487,815Deferred registration costs
    
    
    
    
    
    
    
    
    
    
    (97,715
    )Proceeds from sale of shares of common
stock to initial stockholders
    
    
    
    
    
    
    
    
    
    
    25,000Proceeds from note payable, stockholder
    
    
    
    
    
    
    21,200
    
    
    
    94,300Repayment of note payable, stockholder
    
    
    
    
    
    
    (94,300
    )
    
    
    (94,300
    )Net cash provided by financing activities
    
    
    
    
    
    
    21,414,615
    
    
    
    21,415,100Net increase (decrease) in cash and cash equivalents
    
    
    (113,697
    )
    
    
    676,848
    
    
    
    398,602Cash and cash equivalents at beginning of the period
    
    
    512,299
    
    
    
    238
    
    
    
    Cash and cash equivalents at end of the period
    
    $
    398,602
    
    
    $
    677,086
    
    
    $
    398,602
 See accompanying summary of significant accounting policies and notes to unaudited financial statements. -6-




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CEA Acquisition Corporation
(a corporation in the development stage) 
 Summary of Significant Accounting Policies   Cash & Cash
Equivalents
    
    The Company considers all
highly liquid investments with
original maturities of three
months or less to be cash
equivalents.Income Taxes
    
    The Company follows Statement
of Financial Accounting Standards
No. 109 (SFAS No. 109),
Accounting for Income Taxes
which is an asset and liability
approach that requires the
recognition of deferred tax assets
and liabilities for the expected
future tax consequences of events
that have been recognized in the
Companys financial statements or
tax returns. The Company has a
net operating loss carryforward of
approximately $120,000 available
to reduce any future income taxes.
The tax benefit of this loss,
approximately $47,000, has been
fully offset by a valuation
allowance due to the uncertainty
of its realization.Net Income/(Loss )
PerShare
    
    Basic net income/(loss) per
share is calculated by dividing
net income/(loss) by the weighted
average number of common shares
outstanding during the period. No

effect has been given to potential
issuances of common stock from
warrants or the underwriter option
in the diluted computation as the
effect would be antidilutive.Use of Estimates
    
    The preparation of financial statements in
conformity with accounting principles generally
accepted in the United States of America requires
management to make estimates and assumptions that
affect the reported amounts of assets and
liabilities at the date of the financial statements
and the reported amounts of expenses during the
reporting period. Actual results could differ from
those estimates.
 -7-




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CEA Acquisition Corporation
(a corporation in the development stage) 
 Notes to Unaudited Financial Statements   1.
    
    Basis of
Presentation
    
    The accompanying financial
statements are unaudited and
have been prepared in
accordance with accounting
principles generally
accepted in the United
States of America for
interim financial
information and with
instructions to Form 10-QSB.
Accordingly, certain
information and footnote
disclosures normally
included in audited
financial statements
prepared in accordance with
accounting principles
generally accepted in the
United States of America
have been omitted pursuant
to such rules and
regulations. These
financial statements should
be read in conjunction with
the audited financial
statements that were
included in the Companys
Form 10-KSB for the year
ended December 31, 2004.In the opinion of
management, all adjustments
(consisting primarily of
normal accruals) have been
made that are necessary to
present fairly the financial
position of the Company as
of March 31, 2005 and the
results of its operations
and its cash flows for the
period from October 14, 2003
(inception) to March 31,
2005. Operating results for
the interim periods
presented are not
necessarily indicative of
the results to be expected
for a full year.2.
    
    Organization
and Business
Operations
    
    The Company was incorporated
in Delaware on October 14,
2003 as a blank check
company, the objective of
which is to acquire an
operating business in the
entertainment, media and
communications industry.
The Companys initial
stockholders purchased
875,000 common shares,
$.0001 par value, for
$25,000 on October 23, 2003.On February 19, 2004, the
Company consummated an
Initial Public Offering
(Offering) and raised net
proceeds of $21,390,100
which is discussed in Note
3. The Companys management
has broad discretion with
respect to the specific
application of the net
proceeds of this Offering,
although substantially all
of the net proceeds of this
Offering are intended to be
generally applied toward
consummating a business
combination with a operating
business in the
entertainment, media and
communications industry
(Business Combination).
Furthermore, there is no
assurance that the Company
will be able to successfully
effect a Business
Combination. An amount of
$20,866,181 (which includes
accrued interest of $60,702)
is being held in an interest
bearing trust account
(Trust Fund) until the
earlier of (i) the
consummation of its first
Business Combination or (ii)
liquidation of the Company.
Under the agreement
governing the Trust Fund,
funds will only be invested
in United Stated government
securities (treasury bills)
with a maturity of 180 days
or less. The remaining net
proceeds (not held in trust)
may be used to pay for
business, legal and
accounting due diligence on
prospective acquisitions and
continuing general and
administrative expenses.
 -8-




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CEA Acquisition Corporation
(a corporation in the development stage) Notes to Unaudited Financial Statements   The Company, after signing a
definitive agreement for the
acquisition of a target
business, will submit such
transaction for stockholder
approval. In the event that
public stockholders owning
20% or more of the shares
sold in the Offering vote
against the Business
Combination and exercise
their conversion rights
described below, the
Business Combination will
not be consummated. All of
the Companys stockholders
prior to the Offering,
including all of the
officers and directors of
the Company (Initial
Stockholders), have agreed
to vote their 875,000
founding shares of common
stock in accordance with the
vote of the majority in
interest of all other
stockholders of the Company
(Public Stockholders) with
respect to any Business
Combination. After
consummation of the
Companys Business
Combination, these voting
safeguards will no longer be
applicable.With respect to a Business
Combination which is
approved and consummated,
any Public Stockholder who
voted against the Business
Combination may demand that
the Company converts his
shares. The per share
conversion price will equal
the amount in the Trust Fund
as of the record date for
determination of
stockholders entitled to
vote on the Business
Combination divided by the
number of shares of common
stock held by Public
Stockholders at the
consummation of the
Offering. Accordingly,
Public Stockholders holding
19.99% of the aggregate
number of shares owned by
all Public Stockholders may
seek conversion of their
shares in the event of a
Business Combination. Such
Public Stockholders are
entitled to receive their
per share interest in the
Trust Fund computed without
regard to the shares held by
Initial Stockholders. In
this respect, $4,103,450 has
been classified as common
stock subject to possible
conversion.The Companys Certificate of
Incorporation provides for
mandatory liquidation of the
Company, without stockholder
approval, in the event that
the Company does not
consummate a Business
Combination within 18 months
from the date of the
consummation of the Offering
(such date would be August
19, 2005), or 24 months from
the consummation of the
Offering if certain
extension criteria have been
satisfied. In the event of
liquidation, it is likely
that the per share value of
the residual assets
remaining available for
distribution (including
Trust Fund assets) will be
less than the Offering price
per share in the Offering
due to costs related to the
Offering (assuming no value
is attributed to the
warrants contained in the
Units in the Offering
discussed in Note 3).
 -9-




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CEA Acquisition Corporation
(a corporation in the development stage) Notes to Unaudited Financial Statements   3.
    
    Offering
    
    The Company sold
4,025,000 units (Units) in
the offering, which includes
all of the 525,000 Units
subject to the underwriters
over allotment option. Each
Unit consists of one share
of the Companys common
stock, $.0001 par value, and
two Redeemable Common Stock
Purchase Warrants
(Warrants). Each Warrant
will entitle the holder to
purchase from the Company
one share of common stock at
an exercise price of $5.00
commencing the later of the
completion of a Business
Combination with a target
business or one year from
the effective date of the
Offering and expiring four
years from the effective
date of the Offering. The
Warrants will be redeemable
at a price of $.01 per
Warrant upon 30 days notice
after the Warrants become
exercisable, only in the
event that the last sale
price of the common stock is
at least $8.50 per share for
any 20 trading days within a
30 trading day period ending
on the third day prior to
date on which notice of
redemption is given. In
connection with this
Offering, the Company issued
an option for $100 to the
representative of the
underwriters to purchase
350,000 units at an exercise
price of $9.90 per Unit. In
addition, the warrants
underlying such Units are
exercisable at $6.40 per
share.4.
    
    Note Payable,Stockholder
    
    The Company issued a
$60,000 unsecured
non-interest bearing
promissory note to a
stockholder on October 22,
2003. The stockholder
advanced additional amounts
aggregating $34,300 through
January 31, 2004. The note
and advance were paid in
full on March 3, 2004 from
the net proceeds of the
Offering.5.
    
    Commitment
    
    The Company presently
occupies office space
provided by an affiliate of
an Initial Stockholder.
Such affiliate has agreed
that, until the acquisition
of a target business by the
Company, it will make such
office space, as well as
certain office and
secretarial services,
available to the Company, as
may be required by the
Company from time to time.
The Company pays such
affiliate $7,500 per month
for such services commencing
from February 19, 2004, the
effective date of the
Offering. Amounts of
$22,500 for the three month
period ended March 31, 2005,
$10,086 for the three months
ended March 31, 2004 and
$100,086 for the period from
October 14, 2003 (inception)
to March 31, 2005 are
included in general and
administrative expenses for
such services.6.
    
    Preferred Stock
    
    The Company is
authorized to issue
1,000,000 shares of
preferred stock with such
designations, voting and
other rights and preferences
as may be determined from
time to time by the Board of
Directors.
 -10-




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CEA Acquisition Corporation
(a corporation in the development stage) Notes to Unaudited Financial Statements   7.
    
    Common Stock
    
    In January 2004, the Companys Board of
Directors authorized 1.666666 to one forward
stock split of its common stock. All
references in the accompanying financial
statements to the numbers of shares have been
retroactively restated to reflect the
transaction.At March 31, 2005, there were 9,100,000 shares
of common stock reserved for issuance upon
exercise of redeemable warrants and
underwriters unit purchase option.
 -11-




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ITEM 2 - MANAGEMENTS DISCUSSION AND ANALYSIS AND PLAN OF OPERATION The following discussion should be read in conjunction with the Companys Consolidated
Financial Statements and footnotes thereto contained in this report. Forward Looking Statements The statements discussed in this Report include forward looking statements that involve risks
and uncertainties, including the timely delivery and acceptance of the Companys products and the
other risks detailed from time to time in the Companys reports filed with the Securities and
Exchange Commission. We were formed on October 14, 2003 to serve as a vehicle to effect a merger, capital stock
exchange, asset acquisition or other similar business combination with a company in the
entertainment, media and communications industry. We intend to utilize cash derived from the
proceeds of our recently completed public offering, our capital stock, debt or a combination of
cash, capital stock and debt, in effecting a business combination. Net income of $61,526 for the three months ended March 31, 2005 consists of interest income on
the Trust Fund investment of $117,714 along with $1,323 of other interest income reduced by $22,500
for a monthly administrative services agreement, $6,999 for professional fees, $13,500 for officer
liability insurance, $2,543 for travel expenses and $11,969 for other expenses. Net loss of $123,326 for the three months ended March 31, 2004 consists of $97,336 excess
offering expenses, $10,086 for a monthly administrative services agreement, $10,315 for
professional fees, $9,000 for officer liability insurance, $8,861 for travel expenses and $10,654
for other expenses offset by interest income on the Trust Fund investment of $22,191 along with
$735 of other interest income. Net loss of $120,355 for the period from October 14, 2003 (inception) to March 31, 2005
consists of $72,376 excess offering expenses, $100,086 for a monthly administrative services
agreement, $135,827 for professional fees, $60,750 for officer liability insurance, $25,123 for
travel expenses and $72,317 for other expenses offset by interest income on the Trust Fund
investment of $339,727 along with $6,397 of other interest income. We consummated our initial public offering on February 19, 2004. Gross proceeds from our
initial public offering, including the full exercise of the underwriters over-allotment option,
were $24,150,100. After deducting offering expenses of $1,069,500 including $724,500 evidencing
the underwriters non-accountable expense allowance of 3% of the gross proceeds, and underwriting
discounts of $1,690,500, net proceeds were $21,390,100. Of this amount, $20,866,181 (which
includes accrued interest of $60,702) is being held in trust and the remaining proceeds are
available to be used to provide for business, legal and accounting due diligence on prospective
acquisitions and continuing general and administrative expenses. We will use substantially all of
the net proceeds of this offering to acquire a target business, including identifying and
evaluating prospective acquisition candidates, selecting the target business, and structuring,
negotiating and consummating the business combination. To the extent that our capital stock is used
in whole or in part as consideration to effect a business combination, the proceeds held in the
trust fund as well as any other net proceeds not expended will be used to finance the operations of
the target business. We believe that we have sufficient available funds outside of the trust fund
to operate through February 18, 2006, assuming that a business combination is not consummated
during that time. Over this time period, we anticipate $180,000 for the administrative fee payable
to CEA Group LLC ($7,500 per month for two years), approximately $150,000 of expenses for legal,
accounting and other expenses related to the due diligence 12




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CEA Acquisition Corporation
(a corporation in the development stage) Notes to Unaudited Financial Statements   investigations, structuring and negotiating of a business combination, $50,000 of expenses for the
due diligence and investigation of a target business, $40,000 of expenses in legal and accounting
fees relating to our SEC reporting obligations and $285,000 for general working capital that will
be used for miscellaneous expenses and reserves, including approximately $60,000 for director and
officer liability insurance premiums. We do not believe we will need to raise additional funds in
order to meet the expenditures required for operating our business. However, we may need to raise
additional funds through a private offering of debt or equity securities if such funds are required
to consummate a business combination that is presented to us. We would only consummate such a fund
raising simultaneously with the consummation ofa business combination. We are obligated to pay CEA Group, one of our initial stockholders and an affiliate of J.
Patrick Michaels, Jr., a monthly fee of $7,500 for general and administrative services. Through
March 31, 2005, an aggregate of $100,086 has been paid for such services. In addition, in October
2003 and January 2004, CEA Group, LLC advanced an aggregate of $94,300 to us, on a non-interest
bearing basis, for payment of offering expenses on our behalf. This amount was repaid in March
2004 out of proceeds of our initial public offering. 
 ITEM 3. CONTROLS AND PROCEDURES. An evaluation of the effectiveness of our disclosure controls and procedures as of March 31,
2005 was made under the supervision and with the participation of our management, including our
chief executive officer and chief financial officer. Based on that evaluation, they concluded that
our disclosure controls and procedures are effective as of the end of the period covered by this
report to ensure that information required to be disclosed by us in reports that we file or submit
under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within
the time periods specified in Securities and Exchange Commission rules and forms. During the most
recently completed fiscal quarter, there has been no significant change in our internal control
over financial reporting that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting. 13




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PART II. OTHER INFORMATION 
 ITEM 2: CHANGES IN SECURITIES AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES On February 19, 2004, we closed our initial public offering of 3,500,000 Units, with each unit
consisting of one share of our common stock and two warrants, each to purchase one share of our
common stock at an exercise price of $5.00 per share. The managing underwriter in the offering was
EarlyBirdCapital, Inc. The securities sold in the offering were registered under the Securities
Act of 1933 on a registration statement on Form S-1 (No. 333-110365). The Securities and Exchange
Commission declared the registration statement effective on February 12, 2004. On February 12, 2004, the underwriters exercised their over-allotment option to purchase
525,000 Units at the initial public offering price of $6.00 per share. With the over-allotment
option, the aggregate initial offering proceeds totaled $24,150,100. We paid a total of $1,690,500 in underwriting discounts and commissions, and $1,069,500 for
costs and expenses related to the offering, including $724,500 for the underwriters
non-accountable expense allowance of 3% of the gross proceeds. After deducting the underwriting discounts and commissions and the offering expenses, the
total net proceeds to us from the offering were $21,390,100, of which $20,527,250 was deposited
into a trust fund and the remaining proceeds used to provide for business, legal and accounting due
diligence on prospective business combinations and continuing general and administrative expenses.
Through March 31, 2005, we have used approximately $369,848 of cash for operating expenses and
$94,300 to repay advances made to us by one of our initial stockholders. 
 ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K (a)      Exhibits: 31.1  Section 302 Certification by CEO 31.2  Section 302 Certification by CFO 32.1  Section 906 Certification by CEO 32.2  Section 906 Certification by CFO 14




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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. CEA ACQUISITION CORPORATIONDated: May 12, 2005/s/ J. Patrick Michaels, Jr.J. Patrick Michaels, Jr.Chairman of the Board and Chief Executive Officer/s/ Brad GordonBrad GordonChief Financial Officer
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