SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                 Quarterly Report Under Section 13 or 15 (d) of
                         Securities Exchange Act of 1934

                       For Period ended September 30, 2004

                        Commission File Number 333-112335


                                  DESCORP, INC.
             (Exact name of registrant as specified in its charter)


        NEVADA                                            76-0754134
(State of Incorporation)                    (I.R.S. Employer Identification No.)


            2631 Violet Street, North Vancouver, B.C. Canada V7H 1H2
               (Address of Principal Executive Offices) (Zip Code)


                                 (604) 682-4272
              (Registrant's telephone number, including area code)

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

There were  5,000,000  shares of Common Stock  outstanding  as of September  30,
2004.

Authorized share capital of the registrant at June 30, 2004:  25,000,000  common
shares, par value of $0.001.

The Company recorded $nil revenue for the quarter ended September 30, 2004.
<PAGE>
                           FORWARD-LOOKING STATEMENTS


THIS QUARTERLY REPORT ON FORM 10-QSB CONTAINS PREDICTIONS, PROJECTIONS AND OTHER
STATEMENTS ABOUT THE FUTURE THAT ARE INTENDED TO BE "FORWARD-LOOKING STATEMENTS"
WITHIN THE MEANING OF SECTION 21E OF THE  SECURITIES  EXCHANGE  ACT OF 1934,  AS
AMENDED (COLLECTIVELY, "FORWARD-LOOKING STATEMENTS"). FORWARD-LOOKING STATEMENTS
INVOLVE  RISKS AND  UNCERTAINTIES.  A NUMBER OF  IMPORTANT  FACTORS  COULD CAUSE
ACTUAL  RESULTS  TO  DIFFER   MATERIALLY  FROM  THOSE  IN  THE   FORWARD-LOOKING
STATEMENTS. IN ASSESSING FORWARD-LOOKING  STATEMENTS CONTAINED IN THIS QUARTERLY
REPORT ON FORM  10-QSB,  READERS  ARE  URGED TO READ  CAREFULLY  ALL  CAUTIONARY
STATEMENTS  - INCLUDING  THOSE  CONTAINED  IN OTHER  SECTIONS OF THIS  QUARTERLY
REPORT ON FORM 10-QSB.  AMONG SAID RISKS AND  UNCERTAINTIES IS THE RISK THAT THE
COMPANY WILL NOT SUCCESSFULLY  EXECUTE ITS BUSINESS PLAN, THAT ITS MANAGEMENT IS
ADEQUATE TO CARRY OUT ITS BUSINESS PLAN AND THAT THERE WILL BE ADEQUATE  CAPITAL
OR THEY MAY BE UNSUCCESSUFL FOR TECHNICAL, ECONOMIC OR OTHER REASONS.

                                                                     Page Number
                                                                     -----------
PART I - FINANCIAL INFORMATION

     ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
          Balance Sheets                                                  2
          Statement of Operations                                         3
          Statement of Stockholder's Equity                               4
          Statements of Cash Flows                                        5
          Notes to the Consolidated Financial Statements                  6

     ITEM 2. MANAGEMENT'S PLAN OF OPERATION                               9

     ITEM 3. CONTROLS AND PROCEDURES                                     11

PART II - OTHER INFORMATION

     ITEM 1. LEGAL PROCEEDINGS                                           12

     ITEM 2. CHANGES IN SECURITIES                                       12

     ITEM 3. DEFAULTS UPON SENIOR SECURITIES                             12

     ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS         12

     ITEM 5. OTHER INFORMATION                                           12

     ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                            12

SIGNATURES                                                               12

                                       1
<PAGE>
                                 DESCORP, INC.
                         (A Development Stage Company)
                                 BALANCE SHEETS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   September 30,       December 31,
                                                                       2004               2003
                                                                     --------           --------
                                                                    (Unaudited)
<S>                                                                  <C>                <C>
ASSETS

Current assets                                                       $     --           $     --
                                                                     --------           --------

    Total current assets                                                   --                 --

Other assets                                                               --                 --
                                                                     --------           --------

Total assets                                                         $     --           $     --
                                                                     ========           ========


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities                                                  $     --           $     --
                                                                     --------           --------

    Total current liabilities                                              --                 --
                                                                     --------           --------
Stockholders' equity
   Common stock
    Authorized 25,000,000 shares with a par value of $0.001
    issued and outstanding 5,000,000 shares                             5,000              5,000
   Additional paid-in capital                                           7,000              7,000
   Deficit accumulated during the development stage                   (12,000)           (12,000)
                                                                     --------           --------

    Total stockholders' equity                                             --                 --
                                                                     --------           --------

Total liabilities and stockholders' equity                           $     --           $     --
                                                                     ========           ========
</TABLE>

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

                                       2
<PAGE>
                                 DESCORP, INC.
                         (A Development Stage Company)
                            STATEMENT OF OPERATIONS
                                  (Unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                               Cumulative
                                                                              Amounts From
                                                                                Date of
                                     Nine Month           Three Month       Incorporation on
                                    Period Ended         Period Ended       December 22, 2003
                                    September 30,        September 30,      to September 30,
                                        2004                 2004                 2004
                                    -----------          -----------          -----------
<S>                                 <C>                  <C>                  <C>
REVENUE                             $        --          $        --          $        --
                                    -----------          -----------          -----------

OPERATING EXPENSES

   Legal and accounting                      --                   --               12,000
                                    -----------          -----------          -----------

Loss before income taxes                     --                   --                   --

Provision for income taxes                   --                   --                   --
                                    -----------          -----------          -----------

Net loss for the period             $        --          $        --          $   (12,000)
                                    ===========          ===========          ===========

Basic and diluted loss per
common share                        $        --          $        --
                                    ===========          ===========

Weighted average number of
common shares outstanding             5,000,000            5,000,000
                                    ===========          ===========
</TABLE>

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

                                       3
<PAGE>
                                 DESCORP, INC.
                         (A Development Stage Company)
                       STATEMENT OF STOCKHOLDERS' EQUITY
                                  (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                             Deficit
                                                                           Accumulated
                                         Common Stock        Additional     During the         Total
                                    --------------------       Paid in     Development     Stockholders'
                                    Shares        Amount       Capital         Stage          Equity
                                    ------        ------       -------         -----          ------
<S>                               <C>          <C>           <C>             <C>            <c>
Inception, December 22, 2003             --       $   --       $   --        $     --        $     --

Initial capitalization
 Sale of common stock             5,000,000        5,000        7,000              --          12,000

   Net loss for the year                 --           --           --         (12,000)        (12,000)
                                  ---------       ------       ------        --------        --------

Balance, December 31, 2003        5,000,000        5,000        7,000         (12,000)             --

   Net loss for the period               --           --           --              --              --
                                  ---------       ------       ------        --------        --------

Balance, September 30, 2004       5,000,000       $5,000       $7,000        $(12,000)       $     --
                                  =========       ======       ======        ========        ========
</TABLE>

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

                                       4
<PAGE>
DESCORP, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                Cumulative
                                                                                               Amounts From
                                                                                                 Date of
                                                         Nine Month        Three Month       Incorporation on
                                                        Period Ended      Period Ended       December 22, 2003
                                                        September 30,     September 30,      to September 30,
                                                            2004              2004                 2004
                                                        -----------       -----------          -----------
<S>                                                      <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss for the period                               $      --          $      --           $ (12,000)
                                                         ---------          ---------           ---------

Net cash used in operating activities                           --                 --             (12,000)
                                                         ---------          ---------           ---------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from issuance of common stock                       --                 --              12,000
                                                         ---------          ---------           ---------

Net cash provided by financing activities                       --                 --              12,000
                                                         ---------          ---------           ---------

Change in cash during the period                                --                 --                  --

Cash, beginning of the period                                   --                 --                  --
                                                         ---------          ---------           ---------

Cash, end of the period                                  $      --          $      --           $      --
                                                         =========          =========           =========

Supplemental disclosure with respect to cash flows:
   Cash paid for income taxes                            $      --          $      --           $      --
   Cash paid for interest                                $      --          $      --           $      --
                                                         =========          =========           =========
</TABLE>

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

                                       5
<PAGE>
                                 DESCORP, INC.
                         (A Development Stage Company)
                       NOTES TO THE FINANCIAL STATEMENTS
                                  (Unaudited)
                               SEPTEMBER 30, 2004


NOTE 1. GENERAL ORGANIZATION AND BUSINESS

Descorp,  Inc.  (the  Company) was  incorporated  under the laws of the state of
Nevada on December  22,  2003.  The Company has one sole  officer,  director and
shareholder.  The  Company is a blank  check  company  subject to Rule 419.  The
Company was organized to acquire or merge with another business or company.  The
officer is currently  looking for potential merger  candidates but currently has
none.

The  Company  has  been in the  development  stage  since  inception  and has no
operations to date.

NOTE  2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

The  Company  has no assets  or debt as of  September  30,  2004.  The  relevant
accounting policies and procedures are listed below.

Accounting Basis

The basis is generally accepted accounting principles.

Earnings per Share

The basic earnings  (loss) per share is calculated by dividing the Company's net
income available to common shareholders by the weighted average number of common
shares during the year. The diluted  earnings  (loss) per share is calculated by
dividing the Company's net income (loss) available to common shareholders by the
diluted  weighted  average  number of shares  outstanding  during the year.  The
diluted  weighted  average  number of shares  outstanding  is the basic weighted
number  of  shares  adjusted  as of the  first of the  year for any  potentially
dilutive debt or equity.

The Company has not issued any options or warrants or similar  securities  since
inception.

Dividends

The Company has not yet adopted any policy  regarding  payment of dividends.  No
dividends have been paid during the periods shown.

Income Taxes

The provision for income taxes is the total of the current taxes payable and the
net of the  change  in the  deferred  income  taxes.  Provision  is made for the
deferred  income  taxes  where  differences  exist  between  the period in which
transactions  affect  current  taxable income and the period in which they enter
into the determination of net income in the financial statements.

Stock Based Compensation

The Company  accounts for its stock based  compensation  based on  provisions in
SFAS No. 123,  ACCOUNTING FOR STOCK-BASED  COMPENSATION  which utilizes the fair
method for the valuation of its securities given as compensation.

                                       6
<PAGE>
                                 DESCORP, INC.
                         (A Development Stage Company)
                       NOTES TO THE FINANCIAL STATEMENTS
                                  (Unaudited)
                               SEPTEMBER 30, 2004


NOTE 2. (continued)

Advertising

Advertising is expensed when incurred.  There has been no advertising during the
periods.

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  and disclosure of contingent  assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

NOTE 3. GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern,  which contemplates the realization of
assets and the  liquidation  of  liabilities  in the normal  course of business.
However the Company has no current  source of revenue,  or  operations.  Without
realization  of  additional  capital,  it would be  unlikely  for the Company to
continue as a going concern.  It is management's  plan to seek a suitable merger
candidate, which may supply the needed cash flow.

NOTE 4. STOCKHOLDERS' EQUITY

Common Stock
On December 22, 2003  (inception),  the Company issued  5,000,000  shares of its
$0.001 par value common stock to it sole shareholder for $12,000.  This has been
the structure from that time until the present.

NOTE 5. RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal  property.  Most office
services are provided without charge by the president who lives in Canada.  Such
costs are immaterial to the financial statements and accordingly,  have not been
reflected  therein.  Some expenses,  as explained above,  were  reimbursed.  The
officer(s)  and  director(s)  of the  Company  are  involved  in other  business
activities  and  may,  in  the  future,   become   involved  in  other  business
opportunities  becomes available,  such persons may face a conflict in selecting
between  the Company and their  other  business  interests.  The Company has not
formulated a policy for the resolution of such conflicts.

NOTE 6. PROVISION FOR INCOME TAXES

The Company  provides for income taxes under  Statement of Financial  Accounting
Standards NO. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of
an asset and  liability  approach in accounting  for income taxes.  Deferred tax
assets  and  liabilities  are  recorded  based on the  differences  between  the
financial statement and tax bases of assets and liabilities and the tax rates in
effect when these differences are expected to reverse.

                                       7
<PAGE>
                                 DESCORP, INC.
                         (A Development Stage Company)
                       NOTES TO THE FINANCIAL STATEMENTS
                                  (Unaudited)
                               SEPTEMBER 30, 2004


NOTE 6. (continued)

SFAS No. 109  requires  the  reduction  of  deferred  tax assets by a  valuation
allowance if, based on the weight of available evidence,  it is more likely than
not that some or all of the  deferred  tax assets will not be  realized.  In the
Company's opinion, it is uncertain whether they will generate sufficient taxable
income in the future to fully utilize the net deferred tax asset. Accordingly, a
valuation allowance equal to the deferred tax asset has been recorded. The total
deferred tax asset is $1,800, which is calculated by multiplying a 15% estimated
tax rate by the items making up the deferred tax account,  organization costs of
$12,000,. The total valuation allowance is a comparable $1,800.

The provision for income taxes is comprised of the net changes in deferred taxes
less the valuation  account plus the current taxes payable as shown in the chart
below.

     Net changes in Deferred Tax Benefit less
      than valuation account                                              --

     Current Taxes Payable                                                --
                                                                      ------
     Net Provision for Income Taxes                                       --
                                                                      ======

NOTE 7. REVENUE AND EXPENSES

The Company currently has no operations and no revenue.

NOTE 8. OPERATING LEASES AND OTHER COMMITMENTS:

As explained in the note  pertaining  to related  parties,  the Company uses the
offices of its president with no charge. The Company also has no assets or lease
obligations of any kind. The five year projection of these future obligations of
any kind. The five year projection of these future obligations are as followings
will be zero in each year.

                                 Year 1    Year 2    Year 3    Year 4    Year 5
                                 ------    ------    ------    ------    ------
     Operating Leases, etc         0         0         0         0         0

NOTE 9. SUBSEQUENT EVENTS

The Company is currently  in the process of filing  documents to conduct a blank
check  offering  subject to Rule 419 of  Regulation C. This offering is still in
the  preparation  process  and has not been filed nor  approved as of the report
date.  This offering  calls for the sale of 500,000  shares of common stock at a
price of $0.10 per share. When completed, the sale will net the Company $50,000.

                                       8
<PAGE>
ITEM 2. MANAGEMENT'S PLAN OF OPERATION

Descorp, Inc. was incorporated under the laws of the state of Nevada on December
22,  2003.  Our fiscal year end is December  31. Our shares of Common  Stock are
currently not quoted for trading on any exchange or dealer network.

We currently  have no revenue from  operations,  we are in a start-up phase with
our existing assets and we have no significant  assets,  tangible or intangible.
There can be no assurance that we will generate  revenues in the future, or that
we will be able to operate profitably in the future, if at all. We have incurred
net losses in each fiscal year since inception of our operations.

We have never had any bankruptcy,  receivership,  or similar proceedings, or any
material  reclassification,  merger,  consolidation  or  purchase  of  sale of a
significant amount of assets in the ordinary course of business.

We are a development stage corporation,  organized to provide a corporate entity
in order to participate  in a merger or acquisition  with another entity meeting
the  requirements  of Rule 419 of Regulation C. We are a blank check company and
are subject to certain regulatory requirements imposed by Rule 419 of Regulation
C under the  Securities  Act. We believe that  following  this offering  certain
opportunities  to merge with, or acquire the assets of another  corporate entity
may become  available to us due primarily to our status as a reporting  publicly
held company and to our flexibility in structuring and  participating in certain
business  combinations,  such as mergers and acquisitions.  However,  we have no
plans, proposals,  arrangements,  understandings or agreements to participate in
any specific merger or acquisition.

We are currently offering 500,000 shares at $0.10 per share on a "best efforts",
"all-or-none  basis." We are offering our securities directly to the public only
through our sole officer and director in those jurisdictions where sales by such
persons are permitted by law. The securities and proceeds of this offering shall
remain in  escrow  until the  closing  of this  offering  and the  closing  of a
business opportunity, such as a merger or acquisition, but in no event shall the
proceeds  remain in escrow for more than 18 months.  As of the date  hereof,  we
have not accepted any subscriptions for our common stock under this offering.

PLAN OF OPERATION

Over the next 18 months,  or to the date a merger or acquisition of an operating
business is closed, Mr. Stephens, our sole officer and director, intends to fund
our operations and other capital needs,  which are anticipated to be minor. This
will enable us to close our common share  offering and to possibly  identify and
conclude a closing of a merger or acquisition with an operating business.  We do
not  anticipate  requiring any additional  funds during the next 18 months.  Our
plan of  operation  encompasses  a merger with or  acquisition  of an  operating
business, but we will not know what our cash requirements will be until we close
such merger or acquisition.  We will not use any of the proceeds of the offering

                                       9
<PAGE>
unless and until we close a merger or  acquisition  with a  qualified  operating
business and our investors have reconfirmed  their investment in accordance with
the requirements of Rule 419 of Regulation C. Mr. Stephens will bear the expense
to locate and identify an operating business  candidate,  and those expenditures
are  expected to be minor.  These  expenses  will be  reimbursed  following  the
closing  of the  merger  or  acquisition,  with  the  consent  of the  operating
business. Should the operating business have profitable operations,  its capital
needs may not require the use of our proceeds that, in such event,  will be used
in any  manner  that the new  management  deems  appropriate.  We have no plans,
proposals,  arrangements,  understandings  or agreements to  participate  in any
specific business merger or acquisition.  We have made no arrangements to obtain
future additional financing beyond this 18 months period, if required, and there
can be no assurance that such  financing  will be available,  or that it will be
available on terms acceptable to us.

EVALUATION OF POTENTIAL MERGER OR ACQUISITION OPPORTUNITIES

During  this  period,  the  analysis  of  new  business  opportunities  will  be
undertaken by or under the supervision of Mr. Stephens.  Mr. Stephens intends to
concentrate on identifying  preliminary  prospective business opportunities upon
the closing of this offering.  He may retain paid outside  business  advisors to
assist in evaluating business  opportunities.  Mr. Stephens will not be entitled
to a finder's fee for locating a merger or acquisition candidate. Such advisors,
if any,  will not be  affiliated  with Mr.  Stephens or our company.  We have no
preliminary plans,  proposals,  arrangements,  understandings or agreements with
any  party to borrow  funds to  increase  the  amount of  capital  available  to
complete a merger or acquisition.

We will  not  acquire  a  business  unless  the fair  value  of the  acquisition
candidate  represents 80% of the maximum offering  proceeds.  Because we will be
subject  to  ongoing  reporting  requirements,  we will be  required  to furnish
certain information about significant acquisitions,  including audited financial
statements for the business acquired, covering one, two or three years depending
upon the relative size of the acquisition.  Consequently,  acquisition prospects
that do not have or are unable to obtain the required  audited  statements  will
not be considered.

The only  milestone we are required to meet is to conclude and complete a merger
or acquisition with an operating business within 18 months.  During this period,
we are  planning  to  review  as many  prospects  as  necessary  to  complete  a
transaction  within this  milestone,  but  ultimately the number of prospects we
investigate and evaluate,  and the time spent on each prospect, is solely at the
discretion and availability of Mr. Stephens.

STRUCTURING AND CLOSING A MERGER OR ACQUISITION WITH A PROSPECTIVE CANDIDATE

Should we enter into an agreement to acquire or merge with a business  candidate
within the deadline  milestone noted herein, it will likely be on the basis of a
share exchange using our common stock,  due to our lack of cash  resources,  and
the  prerequisite  that all cash resources  raised under this offering are to be
used subsequent to a merger or acquisition for the operating business.

                                       10
<PAGE>
In implementing a structure for a particular business acquisition, we may become
a party to a merger, consolidation,  reorganization,  joint venture or licensing
agreement  with another  corporation  or entity.  We may also purchase  stock or
assets of any existing  business.  On the  consummation of a transaction,  it is
possible that our present  management and shareholders will not be in control of
our  company.  In  addition,  Mr.  Stephens  may,  as part of the  terms  of the
acquisition transaction, resign and be replaced by new management without a vote
of our shareholders.

With respect to any mergers or  acquisitions,  negotiations  with target company
management  will be expected  to focus on the  percentage  of our  company  that
target company shareholders would acquire in exchange for their shareholdings in
the target company.  Depending upon,  among other things,  the target  company's
assets and liabilities,  our  shareholders  will in all likelihood hold a lesser
percentage  ownership  interest in us following any merger or  acquisition.  The
percentage  ownership  may be subject to  significant  reduction in the event we
acquire a target  company with  substantial  assets.  Any merger or  acquisition
effected  by us can be  expected to have a  significant  dilutive  effect on the
percentage  of  shares  held  by  our  then  existing  shareholders,   including
purchasers in this offering.

It is  unlikely  that we will have  sufficient  funds from the  proceeds  of our
current  offering  to  undertake  any  significant  development,  marketing  and
manufacturing of any products or conduct any related operations. Accordingly, we
will, in all  likelihood,  be required to either seek  additional debt or equity
financing or obtain funding from third  parties,  in exchange for which we would
probably  be required to give up a  substantial  portion of our  interest in any
acquired  product.  There is no assurance  that we will be able to either obtain
additional  financing or interest  third  parties in  providing  funding for the
further development, marketing and manufacturing of any products

ITEM 3. CONTROLS AND PROCEDURES

Our sole officer  evaluated the  effectiveness  of our  disclosure  controls and
procedures  (as defined in Rule 13a-14c under the Securities and Exchange Act of
1934,  as  amended)  within  90 days of the  filing  date of this Form 10-Q (the
Evaluation  Date).  Based  on that  evaluation,  he  concluded  that,  as of the
Evaluation   Date,  our  Company  had   sufficient   procedures  for  recording,
processing,  summarizing  and  reporting  information  that  is  required  to be
disclosed in its reports  under the  Securities  and  Exchange  Act of 1934,  as
amended.

Since the Evaluation  Date,  there have not been any significant  changes to our
internal  controls  or other  factors  that  could  significantly  affect  these
controls,   including  any   corrective   actions  with  regard  to  significant
deficiencies and material weaknesses.

                                       11
<PAGE>
                          PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 2. CHANGES IN SECURITIES

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Pursuant to Rule 601 of Regulation  SB, the following  exhibits are included
herein or incorporated by reference.

    3.1   Articles of Incorporation *
    3.2   Bylaws *
    10.1  Escrow Agreement *
    10.2  Subscription Agreement *
    31.1  302 Certification of Chief Executive Officer
    32.1  906 Certification of Chief Executive Officer

----------
*    Incorporated  by reference - refer to the  company's  initial  registration
     statement

(b) Reports on Form 8-k

    None

                                   SIGNATURES

Pursuant to the  requirements  of Section 12 of the  Securities  Exchange Act of
1934, the Company has duly caused this disclosure  statement to be signed on its
behalf by the undersigned, thereunto duly authorized.

DESCORP, INC.

Date: November 9, 2004


By: /s/ David Stephens
   -------------------------------------
David Stephens, President

                                       12