================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


FORM 10-QSB
(Mark One)

[ X ]  Quarterly Report pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934

         For the period ended February 28, 2005.

[  ]   Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act
       of 1934

         For the transition period                    to
                                   ------------------    -----------------------

                  Commission File Number       333-117257
                                         ----------------


                                BECOMING ART INC.
 -------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

             Nevada                                          Applied For
--------------------------------              ---------------------------------
(State or other jurisdiction of               (IRS Employer Identification No.)
--------------------------------
incorporation or organization)
------------------------------


                               867 West 8th Avenue
                           Vancouver, British Columbia
                                 Canada V5Z 1E3
                             -----------------------
                    (Address of principal executive offices)


                                  604-727-8402
                                 ---------------
                           (Issuer's telephone number)

                                      None
--------------------------------------------------------------------------------
   (Former name, former address and former fiscal year, if changed since last
                                    report)


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 issuer was  required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days

[    ]  Yes    [ X ] No

State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest  practicable date:  9,884,550 Shares of $0.001 par value
Common Stock outstanding as of April 12, 2005.

Transitional Small Business Disclosure Format (Check One): [   ] yes   [ X ]  no

<page>












                               BECOMING ART, INC.

                          (A Development Stage Company)

                          INTERIM FINANCIAL STATEMENTS

                                February 28, 2005

                                   (Unaudited)










BALANCE SHEETS

INTERIM STATEMENTS OF OPERATIONS

INTERIM STATEMENT OF STOCKHOLDERS' EQUITY

INTERIM STATEMENTS OF CASH FLOWS

NOTES TO INTERIM FINANCIAL STATEMENTS


<page>


                               BECOMING ART, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS

<table>
<caption>
                                                                               February 28,       November 30,
                                                                                   2005               2004
                                                                                   ----               ----
                                                                               (Unaudited)          (Audited)

                                                                            <c>                 <c>
                                                     ASSETS
                                                     ------
Current
   Cash                                                                      $       13,217      $       19,885
                                                                                -----------          ----------
                                                                             $       13,217      $       19,885
                                                                                ===========          ==========

                                                   LIABILITIES
                                                   -----------
Current
   Accounts payable and accrued liabilities                                  $        9,897      $        7,407
                                                                                -----------          ----------

                                              STOCKHOLDERS' EQUITY
                                              --------------------
Capital Stock (Note 4)
Common stock, $0.001 par value
      75,000,000 shares authorized
      9,884,550 shares issued and outstanding (2004: 9,884,550)                       9,885               9,885
Additional paid in capital                                                           18,120              18,120
Deficit accumulated during the development stage                                (    24,685)        (    15,527)
                                                                                -----------          ----------
                                                                                      3,320              12,478
                                                                                -----------          ----------
                                                                             $       13,217      $       19,885
                                                                                ===========          ==========
</table>
Nature and Continuance of Operations - Note 1









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

<page>

                               BECOMING ART, INC.
                          (A Development Stage Company)
                        INTERIM STATEMENTS OF OPERATIONS
                                   (Unaudited)
                                   -----------

<table>
<caption>
                                                                                               October 13, 2003
                                                              Three months ended                (Inception) to
                                                       February 28,         February 29,         February 28,
                                                           2005                 2004                 2005
                                                           ----                 ----                 ----

                                                    <c>                  <c>                  <c>
Expenses
   Accounting and audit fees                        $           1,428    $             407    $          10,543
   Bank charges                                                    48                  100                  298
   Filing                                                         682                    -                2,564
   Legal                                                        6,000                    -                9,530
   Office                                                           -                    -                  750
   Transfer agent                                               1,000                    -                1,000
                                                        -------------         ------------           -----------
Net loss for the period                             $          (9,158)   $            (507)   $         (24,685)
                                                        =============         ============           ===========



Basic net loss per share                            $          (0.00)    $          (0.00)
                                                        =============         ============
Weighted average number of shares outstanding
                                                           9,884,550                     -
                                                        =============         ============
</table>







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

<page>


                               BECOMING ART, INC.
                          (A Development Stage Company)
                        INTERIM STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                   -----------

<table>
<caption>
                                                                                                       October 13, 2003
                                                                       Three months ended               (Inception) to
                                                                February 28,        February 29,         February 28,
                                                                    2005                2004                 2005
                                                                    ----                ----                 ----

                                                               <c>                  <c>                  <c>
Cash flows from operating activities
   Net loss for the period                                    $  (        9,158)  $  (          507)  $  (       24,685)
   Changes in non-cash working capital items:
     Accounts payable and accrued liabilities                             2,490                 406               9,897
                                                                   -------------      -------------        -------------
Net cash flows used in operating activities                      (        6,668)     (          101)     (       14,788)
                                                                   -------------      -------------        -------------

Cash flows from financing activities
   Common stock subscriptions and sales                                       -               4,125              28,005
                                                                   -------------      -------------        ------------
Net cash flows from financing activity                                        -               4,125              28,005
                                                                   -------------      -------------        ------------
Increase (decrease) in cash during the period                    (        6,668)              4,024              13,217

Cash, beginning of the period                                            19,885              23,871                   -
                                                                   -------------      -------------        ------------
Cash, end of the period                                       $          13,217   $          27,895   $          13,217
                                                                   =============      =============        ============
</table>









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

<page>


                               BECOMING ART, INC.
                          (A Development Stage Company)
                    INTERIM STATEMENT OF STOCKHOLDERS' EQUITY
        for the period October 13, 2003 (Inception) to February 28, 2005
                                   (Unaudited)
                                   -----------

<table>
<caption>
                                                                                                              Deficit
                                                                                                            Accumulated
                                                                             Additional                      During the
                                                    Common Shares             Paid-in      Subscriptions    Development
                                          -------------------------
                                            Number        Par Value       Capital        Received          Stage           Total
                                           -------        ---------       -------        --------          -----           -----

                                       <c>            <c>            <c>            <c>               <c>           <c>
Common stock subscribed                           -   $            - $            - $       23,880  $           -   $     23,880
Net loss for the period  from  October 13,
2003 (inception) to November 30, 2003             -                -              -              -     (    2,309)     (   2,309)
                                         ----------       ----------      ---------       ---------     ---------      ---------
Balance as at November 30, 2003                   -                -              -         23,880     (    2,309)        21,571

Common stock subscriptions received               -                -              -          4,125               -         4,125
Common stock issued at $0.001             9,855,000            9,855              -  (       9,855)              -            -
Common stock issued at $0.50                 22,800               23         11,377   (     11,400)              -            -
Common stock issued at $1.00                  6,750                7          6,743  (       6,750)              -            -
Net loss for the year                             -                -              -              -     (   13,218)     (  13,218)
                                         ----------       ----------      ---------       ---------     ----------     ----------
Balance as at November 30, 2004           9,884,550   $        9,885 $       18,120 $            -  $  (   15,527)  $     12,478

Net loss for the period                           -                -              -              -     (    9,158)     (   9,158)
                                         ----------       ----------      ---------       ---------     ----------     ----------
Balance as at February 28, 2005           9,884,550   $        9,885 $       18,120 $            -  $  (   24,685)  $      3,320
                                         ==========       ==========      =========       =========     ==========     ==========
</table>





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

<page>

                               BECOMING ART, INC.
                          (A Development Stage Company)
                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                                February 28, 2005
                                   (Unaudited)
                                   -----------

Note 1        Nature and Continuance of Operations
              ------------------------------------

              The Company was incorporated in the State of Nevada on October 13,
              2003  and is in the  development  stage  of its  planned  business
              operations,  being the  wholesale  and  retail  distribution  of a
              collection  of digitally  reproduced  images  through a network of
              sales  representatives.   The  Company  intends  to  purchase  the
              reproduction  rights to  original  artworks.  It then  intends  to
              replicate the artworks and sell the  reproductions to art dealers,
              distributors,  mass  retailers  and  consumers.  The  artist  will
              receive  approximately  10% of the net profit and the company will
              receive  approximately  90% of the net profit  generated  from the
              sale of these art  reproductions.  Initially,  the Company's sales
              and marketing  programs will be conducted  solely by the Company's
              two directors.

              These financial statements have been prepared on the going concern
              basis  of  accounting.  The  Company  has  incurred  losses  since
              inception  resulting in an  accumulated  deficit of $24,685  since
              inception and further losses are anticipated in the development of
              its business raising substantial doubt about the Company's ability
              to continue as a going concern. Its ability to continue as a going
              concern is  dependent  upon the ability of the Company to generate
              profitable operations in the future and/or to obtain the necessary
              financing  to meet  its  obligations  and  repay  its  liabilities
              arising from normal  business  operations  when they come due. The
              accompanying  financial  statements do not include any adjustments
              relative  to  the   recoverability  and  classification  of  asset
              carrying amounts or the amount and  classification  of liabilities
              that might result from the outcome of this uncertainty. Management
              plans to rely on the sale of its equity in order to fund  business
              operations.  The issuances of additional  equity securities by the
              Company  would  result in a  significant  dilution  in the  equity
              interests of its current  stockholders.  The Company does not have
              any arrangements in place for any future equity financing.

              The  Company's  future  capital  requirements  will depend on many
              factors,  including costs of establishing its business,  cash flow
              from operations, and competition and global market conditions. The
              Company's  anticipated  recurring  operating  losses  and  growing
              working  capital  needs  will  require  that it obtain  additional
              capital to operate its business.

              Unaudited Interim Financial Statements
              --------------------------------------

              The accompanying  unaudited interim financial statements have been
              prepared  in  accordance   with  generally   accepted   accounting
              principles  for  interim   financial   information  and  with  the
              instructions  to Form  10-QSB  of  Regulation  S-B.  They  may not
              include  all  information  and  footnotes  required  by  generally
              accepted accounting  principles for complete financial statements.
              However,  except as disclosed herein,  there have been no material
              changes in the information disclosed in the notes to the financial
              statements  for the year ended  November 30, 2004  included in the
              Company's  Annual Report on Form 10-KSB filed with the  Securities
              and  Exchange   Commission.   The  interim   unaudited   financial
              statements  should be read in  conjunction  with  those  financial
              statements  included  in  the  Form  10-KSB.  In  the  opinion  of
              Management,  all  adjustments  considered  necessary  for  a  fair
              presentation,  consisting solely of normal recurring  adjustments,
              have  been  made.  Operating  results  for the nine  months  ended
              September 30, 2004 are not  necessarily  indicative of the results
              that may be expected for the year ending November 30, 2005.

Note 2        Summary of Significant Accounting Policies
              ------------------------------------------

              Basis of Presentation
              ---------------------
              The  financial  statements  of the Company  have been  prepared in
              accordance with generally  accepted  accounting  principles in the
              United States of America and are presented in US dollars.

              Development Stage Company
              -------------------------
              The  Company  is a  development  stage  enterprise,  as defined in
              Financial  Accounting  Standards  Board  No.  7.  The  Company  is
              devoting all of its present efforts to securing and establishing a
              new business.  Its planned principal operations have not commenced
              and   accordingly,   no  revenue  has  been  derived   during  the
              organizational period.

<page>

Becoming Art, Inc.
(A Development Stage Company)
Notes to the Financial Statements
February 28, 2005
(Unaudited)
-----------
- Page 2

Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              Use of Estimates and Assumptions
              --------------------------------
              The  preparation  of  financial   statements  in  conformity  with
              generally accepted  accounting  principles  requires management to
              make estimates and assumptions that affect the reported amounts of
              assets and  liabilities  and  disclosure of contingent  assets and
              liabilities  at the  date  of the  financial  statements  and  the
              reported  amounts of  revenues  and  expenses  during the  period.
              Actual results could differ from those estimates.

              Revenue Recognition
              -------------------
              The Company's  revenue  recognition  policy is based on the actual
              sale and payment of reproduced art to its clients. Revenue will be
              realized  when the  company  actually  ships  the  product  to the
              client,  an invoice is rendered which is then due 15 days from the
              date of shipping , and  provided  that  collection  is  reasonably
              assured.

              Foreign Currency Translation
              ----------------------------
              The financial  statements are presented in United States  dollars.
              In accordance with Statement of Financial Accounting Standards No.
              52, "Foreign Currency  Translation",  foreign denominated monetary
              assets and  liabilities  are  translated  to their  United  States
              dollar equivalents using foreign exchange rates which prevailed at
              the balance  sheet date.  Revenue and expenses are  translated  at
              average  rates of exchange  during the year.  Related  translation
              adjustments are reported as a separate  component of stockholders'
              equity,  whereas gains or losses  resulting from foreign  currency
              transactions are included in results of operations.

              Fair Value of Financial Instruments
              -----------------------------------
              The  carrying  value  of cash and  accounts  payable  and  accrued
              liabilities  approximates  their fair  value  because of the short
              maturity  of these  instruments.  Unless  otherwise  noted,  it is
              management's   opinion   that  the   Company  is  not  exposed  to
              significant interest,  currency or credit risks arising from these
              financial instruments.

              Income Taxes
              ------------
              The Company follows the liability  method of accounting for income
              taxes.   Under  this  method,   deferred  income  tax  assets  and
              liabilities  are  recognized  for the estimated  tax  consequences
              attributable  to  differences   between  the  financial  statement
              carrying values and their  respective  income tax basis (temporary
              differences).  The  effect  on  deferred  income  tax  assets  and
              liabilities  of a change in tax rates is  recognized  in income in
              the period that includes the enactment  date. At February 28, 2005
              a full  deferred tax asset  valuation  allowance has been provided
              and no deferred tax asset benefit has been recorded.

              Basic and Diluted Loss Per Share
              --------------------------------
              Basic  earnings per share  includes no dilution and is computed by
              dividing income  available to common  stockholders by the weighted
              average  number  of  common  shares  outstanding  for the  period.
              Dilutive  earnings per share  reflects the  potential  dilution of
              securities  that  could  share  in the  earnings  of the  Company.
              Because  the  Company  does  not  have  any  potentially  dilutive
              securities,  the  accompanying  presentation is only of basic loss
              per share.

              Stock-based compensation
              ------------------------
              In December 2002, the Financial  Accounting Standards Board issued
              Financial Accounting Standard No. 148, "Accounting for Stock-Based
              Compensation - Transition  and  Disclosure"  ("SFAS No. 148"),  an
              amendment of Financial Accounting Standard No. 123 "Accounting for
              Stock-Based  Compensation"  ("SFAS No. 123").  The purpose of SFAS
              No. 148 is to: (1) provide  alternative  methods of transition for
              an entity that voluntarily  changes to the fair value based method
              of accounting for stock-based employee compensation, (2) amend the
              disclosure  provisions to require  prominent  disclosure about the
              effects on reported  net income of an entity's  accounting  policy
              decisions with respect to stock-based employee  compensation,  and
              (3) to require  disclosure of those  effects in interim  financial
              information.  The  disclosure  provisions  of SFAS  No.  148  were
              effective for the Company for the year ended November 30, 2003.

<page>

Becoming Art, Inc.
(A Development Stage Company)
Notes to the Financial Statements
February 28, 2005
(Unaudited)
-----------
- Page 3

Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              The Company  has  elected to  continue to account for  stock-based
              employee   compensation   arrangements   in  accordance  with  the
              provisions  of  Accounting   Principles   Board  Opinion  No.  25,
              "Accounting  for Stock  Issued to  Employees",  ("APB No. 25") and
              comply with the  disclosure  provisions of SFAS No. 123 as amended
              by SFAS No. 148 as described  above.  In addition,  in  accordance
              with SFAS No. 123 the Company  applies the fair value method using
              the Black-Scholes  option-pricing  model in accounting for options
              granted to consultants. Under APB No. 25, compensation expense for
              employees is recognized  based on the  difference,  if any, on the
              date of grant  between the  estimated  fair value of the Company's
              stock and the amount an  employee  must pay to acquire  the stock.
              Compensation  expense is recognized  immediately for past services
              and pro-rata for future services over the  option-vesting  period.
              To  February  28,  2005 the  Company  has note  granted  any stock
              options.

              The Company accounts for equity instruments issued in exchange for
              the  receipt of goods or  services  from other than  employees  in
              accordance  with SFAS No. 123 and the  conclusions  reached by the
              Emerging Issues Task Force in Issue No. 96-18.  Costs are measured
              at the estimated fair market value of the  consideration  received
              or the  estimated  fair  value of the equity  instruments  issued,
              whichever  is  more  reliably  measurable.  The  value  of  equity
              instruments issued for consideration  other than employee services
              is  determined  on the  earliest of a  performance  commitment  or
              completion of  performance by the provider of goods or services as
              defined by EITF 96-18.

              The  Company  has also  adopted the  provisions  of the  Financial
              Accounting  Standards Board Interpretation  No.44,  Accounting for
              Certain   Transactions   Involving   Stock   Compensation   -   An
              Interpretation  of APB Opinion No. 25 ("FIN 44"),  which  provides
              guidance as to certain applications of APB 25. FIN 44 is generally
              effective  July 1,  2000  with the  exception  of  certain  events
              occurring after December 15, 1998.

              Recent Accounting Pronouncements

              In December  2004,  the FASB issued SFAS No.123R  (revised  2004),
              "Share-Based  Payment." SFAS No. 123(R) will provide investors and
              other users of financial statements with more complete and neutral
              financial  information  by requiring  that the  compensation  cost
              relating to  share-based  payment  transactions  be  recognized in
              financial statements. That cost will be measured based on the fair
              value of the  equity or  liability  instruments  issued.  SFAS No.
              123(R)   covers   a  wide   range  of   share-based   compensation
              arrangements  including  share  options,  restricted  share plans,
              performance-based  awards, share appreciation rights, and employee
              share purchase plans.  SFAS No. 123(R) replaces FASB Statement No.
              123, "Accounting for Stock-Based Compensation," and supersedes APB
              Opinion No. 25, "Accounting for Stock Issued to Employees." Public
              entities (other than those filing as small business  issuers) will
              be  required to apply SFAS No.  123(R) as of the first  interim or
              annual   reporting   period  that  begins  after  June  15,  2005.
              Management  does not  expect  the  adoption  of SFAS 123 to have a
              material impact on the Company's  financial position or results of
              operations.

<page>

Becoming Art, Inc.
(A Development Stage Company)
Notes to the Financial Statements
February 28, 2005
(Unaudited)
-----------
- Page 4

Note 3        Art Business
              ------------

              To date the Company has signed  ten-year  license  agreements with
              four   different   artists   providing   the   Company   with  the
              non-exclusive right to certain original artworks. The Company will
              reproduce  these  artworks  for  resale.  Under  the  terms of the
              license  agreements,  the Company  will pay the artists 10% of the
              gross profits realized on the sale of the reproduction images. The
              Company intends to increase,  through further license  agreements,
              its inventory of licensed  original  artworks for reproduction and
              sale into the North American market.

              A further component to the company's planned business operation is
              to develop a  wholesale  art  distribution  network  across  North
              America.   The  company  is  actively   seeking  to  achieve  this
              objective,  however, no wholesale art distribution agreements have
              been signed at this time.

Note 4        Capital Stock
              -------------

              The Company's original number of authorized shares of common stock
              was 25,000 with no par value which was amended to 75,000,000  with
              a par value of $0.001 effective December 3, 2003.

              On March 8, 2004 9,855,000 common shares were issued at $0.001 for
              proceeds of $9,855,  22,800 common shares were issued at $0.50 per
              share for proceeds of $11,400 and 6,750 common  shares were issued
              at $1.00 per share for proceeds of $6,750, resulting in a total of
              9,884,550 shares of common stock issued and outstanding.  Of these
              proceeds, $23,880 had been received as of November 30, 2003.

              To  February  28,  2005,  the  Company  has not  granted any stock
              options and has not recorded any stock-based compensation.

Note 5        Income Taxes
              ------------

              The  significant  components of the Company's  deferred tax assets
              are as follows:

<table>
<caption>
                                                                                              February 28,     November 30,
                                                                                                  2005             2004
                                                                                                  ----             ----
             
                                                                               <c>               <c>
             Deferred Tax Assets
               Non-capital loss carryforward                                                 $     3,703       $     2,250
                Less:  valuation allowance for deferred tax asset                              (   3,703)         (  2,250)
                                                                                              ----------         ----------
                                                                                             $         -       $         -
                                                                                              ==========         ==========
</table>

Note 5        Income Taxes
              ------------
              There were no temporary  differences between the Company's tax and
              financial bases that result in deferred tax assets, except for the
              Company's   net   operating   loss   carryforwards   amounting  to
              approximately  $24,685 at February 28, 2005  (November  30, 2004 -
              $15,527)  which may be available to reduce future  year's  taxable
              income.

              These  carryforwards  will expire, if not utilized,  commencing in
              2023.  Management  believes that the  realization  of the benefits
              from  these  deferred  tax  assets  appears  uncertain  due to the
              Company's  limited   operating  history  and  continuing   losses.
              Accordingly  a full,  deferred tax asset  valuation  allowance has
              been provided and no deferred tax asset benefit has been recorded.

<page>

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

FORWARD LOOKING STATEMENTS

This quarterly report contains forward-looking statements that involve risks and
uncertainties.  We use words such as anticipate,  believe, plan, expect, future,
intend and similar expressions to identify such forward-looking  statements. You
should not place too much  reliance  on these  forward-looking  statements.  Our
actual results are likely to differ  materially from those  anticipated in these
forward-looking  statements  for many  reasons,  including the risks faced by us
described in this Risk Factors section and elsewhere in this annual report.

Plan of Operation

We will rely upon the  stability of the North  American  retail sales market for
the success of our business  plan.  Since art is a luxury item,  any downturn in
the economy is likely to have an impact on our intended business.

Any sudden change in art  reproduction  market trends could adversely affect us.
If demand  changes,  we may need to change our  inventory  to  satisfy  consumer
preferences.  In order to address  potential  changes in consumer demand for art
reproductions,  we intend to acquire  the right to market a large  inventory  of
diverse  artworks.  Because  our  licensing  agreements  do  not  require  us to
compensate artists unless we sell their productions, we do not incur any cost in
acquiring the right to additional art inventory.

We will be subject to any volatility in the art business in general.  Changes in
the supply and demand for art reproductions may create business difficulties for
us  such as an  inability  to  execute  licensing  agreements  with  artists  on
favorable terms,  difficulties in selling  reproductions at an acceptable profit
margin and an increase in  reproduction  costs.  We are not aware of any current
trends that will impact these factors in the foreseeable future.

Our plan of operation for the twelve  months  following the date of this interim
report is to enter into  distribution  agreements with artists providing for the
reproduction,  marketing  and  sale of  their  artworks.  Once we have  executed
agreements with at least ten artists,  we will commence  reproducing and framing
selected  artworks as samples to show to  prospective  purchasers  and marketing
these to art dealers, distributors and retailers.

In the next 12 months,  we intend to contact  approximately  100 artists through
art schools,  artistic  events,  art  galleries  and art showings with a view to
having them execute a license  agreement with us. Of the artists we contact,  we
hope that  approximately ten of them will execute  agreements with us during the
course  of the  year.  However,  there is no  guarantee  that we will be able to
execute  this  many  license  agreements.  Thereafter,  we  hope to  enter  into
licensing agreements with an additional three artists per fiscal quarter.

The specific business milestones that we hope to achieve are as follows:

-    from  April  2005  to  June  2005,  we  plan  to interview an additional 30
     prospects with a view to executing licensing agreements with at least three
     of them. This should provide  us  with  additional  inventory  of  about 30
     additional  images.  During  this quarter, we will also contact prospective
     buyers,  as  the  large  chain  stores  tend to acquire inventories for the
     Christmas season prior to June of each year.   We  plan  either  to receive
     deposits  against  future orders or receive written commitments from one or
     two clients for the 2005 season.

-     from  July  2005 to  September  2005,  we  will  interview  additional  30
      prospects  with a view to  executing  licensing  agreements  with at least
      three of them. This should provide us with  additional  inventory of about
      30  additional  images.  We also plan to produce  and deliver at least one
      customer order during this period.

<page>

Even if we are able to receive an order commitment, some larger chains will only
pay cash on delivery and will not advance deposits against orders. Such a policy
may  place a  financial  burden on us and,  as a  result,  we may not be able to
deliver the order. Other retailers may only pay us 30 or 60 days after delivery,
creating an additional financial burden.

The costs of  achieving  the above  milestones  are  included  in our  estimated
expenses outlined below.

Our  expected  share of the  overall art  reproduction  market is  difficult  to
determine  given that most art dealers are private  businesses that have no duty
to publicly  disclose  their revenue.  However,  we believe that due to the vast
size of the art  reproduction  market in North  America,  our market  share will
likely be under one percent.

We intend to develop  our  retail  network by  initial  focusing  our  marketing
efforts  on  larger   chain  stores  that  sell   original   works  of  art  and
reproductions.  These  businesses  sell  more  total art  reproductions,  have a
greater  budget  for  artwork  purchases  and tend to  purchase  a more  diverse
assortment of images. By late 2005 and 2006, we anticipate  expanding our retail
network to include small to medium size retail businesses whose businesses focus
on the sale of artwork  and  reproductions.  Any  relationship  we arrange  with
retailers  for  the  wholesale   distribution  of  our  reproductions   will  be
non-exclusive.  Accordingly,  we will  compete  with other  artwork  vendors for
positioning of our products in retail space.  During the next twelve months, our
budget for marketing our products will be approximately $26,000.

We intend to retain one full-time  sales person in the next six months,  as well
as an  additional  full-time  sales person in the six months  thereafter.  These
individuals will be independent  contractors  compensated  solely in the form of
commission based upon art reproduction sales they arrange. We expect to pay each
sales person 12% to 15% of the net profit we realize from such sales.

We  therefore  expect  to incur  the  following  costs in the next 12  months in
connection with our business operations:

Artwork reproduction:                       $  8,500
Marketing costs:                            $ 26,000
General administrative costs:               $ 10,000

Total:                                      $ 44,500

In addition,  we anticipate spending an additional $12,000 on professional fees,
including fees payable in order to comply with reporting obligations.

Total expenditures over the next 12 months are therefore expected to be $56,500.

While we have sufficient funds on hand to commence business operations, our cash
reserves are not sufficient to meet our  obligations  for the next  twelve-month
period. As a result, we will need to seek additional funding in the near future.
We  currently  do not have a specific  plan of how we will obtain such  funding;
however,  we anticipate  that  additional  funding will be in the form of equity
financing from the sale of our common stock.

We may also seek to obtain short-term loans from our directors, although no such
arrangement  has been made. At this time, we cannot  provide  investors with any
assurance that we will be able to raise sufficient  funding from the sale of our
common stock or through a loan from our directors to meet our  obligations  over
the next twelve months.  We do not have any arrangements in place for any future
equity financing.

If we are  unable  to  raise  the  required  financing,  we will be  delayed  in
conducting our business plan.

<page>

Results Of Operations For Period Ending February 28, 2005

We did not earn any revenues during the  three-month  period ending February 28,
2005. We incurred operating expenses in the amount of $9,158 for the three-month
period  ended  February  28,  2005,  as  compared  to a loss  of  $507  for  the
comparative  period in fiscal  2004.  The  increase  in net loss in the  current
fiscal  year is a result of an  increase  in  accounting,  audit and legal  fees
incurred in connection with our filing of a registration  statement on Form SB-2
with the Securities & Exchange Commission.

Our  operating  expenses were  comprised of  consulting  fees of $6,000 in legal
fees,  $1,428 in accounting and audit fees,  $1,000 in transfer agent fees, $682
in filing fees and $48 in bank charges.

At February  28,  2005,  we had cash on hand of $13,217.  At the same date,  our
liabilities consisted of accounts payable and accrued liabilities of $9,897.

ITEM 3:  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls

Our  management  evaluated  the  effectiveness  of our  disclosure  controls and
procedures  as of the end of our  fiscal  quarter on  February  28,  2005.  This
evaluation  was  conducted  by our chief  executive  officer  and our  principal
accounting officer, Mr. Michael Hanson.

Disclosure  controls  are  controls  and other  procedures  that are designed to
ensure that  information that we are required to disclose in the reports we file
pursuant  to  the  Securities  Exchange  Act of  1934  is  recorded,  processed,
summarized and reported.

Limitations on the Effective of Controls

Our  management  does not expect that our  disclosure  controls or our  internal
controls over  financial  reporting  will prevent all error and fraud. A control
system, no matter how well conceived and operated,  can provide only reasonable,
but no absolute,  assurance  that the  objectives  of a control  system are met.
Further, any control system reflects limitations on resources,  and the benefits
of a control system must be considered  relative to its costs. These limitations
also include the realities that judgments in  decision-making  can be faulty and
that  breakdowns  can occur  because of simple  error or mistake.  Additionally,
controls  can be  circumvented  by the  individual  acts  of  some  persons,  by
collusion of two or more people or by management override of a control. A design
of a control  system is also  based upon  certain  assumptions  about  potential
future conditions;  over time, controls may become inadequate because of changes
in conditions,  or the degree of compliance  with the policies or procedures may
deteriorate.  Because of the inherent  limitations in a  cost-effective  control
system, misstatements due to error or fraud may occur and may not be detected.

Conclusions

Based upon his  evaluation  of our  controls,  our chief  executive  officer and
principal  accounting  officer has concluded  that,  subject to the  limitations
noted  above,  the  disclosure  controls  are  effective  providing   reasonable
assurance that material  information  relating to us is made known to management
on a timely basis during the period when our reports are being  prepared.  There
were no  changes in our  internal  controls  that  occurred  during the  quarter
covered by this report that have materially  affected,  or are reasonably likely
to materially affect our internal controls.


PART II- OTHER INFORMATION

Item 1.  Legal Proceedings

We are not a party to any pending legal  proceeding.  Management is not aware of
any threatened litigation, claims or assessments.

<page>

Item 2.  Changes in Securities

The Company did not issue any  securities  during the quarter ended February 28,
2005.

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 Report on Form 8-K

31.1  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002
31.2  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002
32.1  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002
32.2  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002

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.



Becoming Art Inc.

/s/ Michael Hanson

------------------------------
Michael Hanson, President