UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   -----------

                                   FORM 10-QSB

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

                  For the quarterly period ended June 30, 2005

                                       OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

           For the transition period from               to
                                          -------------     -----------------
                        Commission file number 000-50675

                                   -----------

                             GIFT LIQUIDATORS, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)


            Oklahoma                                            73-0731559
            --------                                            ----------
(State of or other jurisdiction of                           (I.R.S. Employer
   incorporation or organization)                         Identification Number)

4020 Will Rogers Pkwy., Suite 700, Oklahoma City, Oklahoma         73108
----------------------------------------------------------         -----
(Address of principal executive offices)                         (Zip Code)

        Registrant's Telephone Number, Including Area Code (405) 948-8555


     Indicate by check mark 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 ( )

     Indicate by check mark whether the registrant is an accelerated filter (as
defined in Exchange Act Rule 12b-2). Yes ( ) No ( X )



     The number of shares outstanding of each of the Registrant's classes of
common stock, as of June 30, 2005, was as follows:

                   Class                                Number of Shares
                   -----                                ----------------
        Common Stock, $.01 par value                    1,770,717 shares


<PAGE>


                             GIFT LIQUIDATORS, INC.

                                      INDEX

PART I - FINANCIAL INFORMATION
------------------------------

Item 1,  Financial Statements
-------  --------------------

         a)   Balance Sheets as of June 30, 2005 and December 31, 2004

         b)   Statements of Operations for the three months and six months ended
              June 30, 2005 and 2004

         c)   Statements of Cash Flows for the six months ended June 30, 2005
              and 2004

         d)   Statement of Changes in Stockholders Equity for the six months
              ended June 30, 2005

         e)   Notes to Financial Statements

Item 2,  Management's Discussion and Analysis of Results of Operations and
         Financial Condition
-------  -----------------------------------------------------------------

Item 3,  Quantitative and Qualitative Disclosures About Market Risk
-------  ----------------------------------------------------------

Item 4,  Controls and Procedures
-------  -----------------------

PART II - OTHER INFORMATION
---------------------------

Item 1,  Legal Proceedings
-------  -----------------

Item 2-6,  Not applicable and omitted
---------  --------------------------

<PAGE>

<TABLE>
<CAPTION>

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
                                   GIFT LIQUIDATORS, INC.
                                       Balance Sheets
                                         (Unaudited)
                           As of June 30, 2005 and December 31, 2004

                                                                          2005                 2004
                                                                       ---------            ---------
ASSETS
<S>                                                                    <C>                 <C>
        Current Assets
               Cash                                                    $     708            $   4,252
               Accounts Receivable -affiliated entity                       --                 64,316
               Advances to affiliated entity                                --                 31,000
               Inventory, net                                            189,906               97,431
                                                                       ---------            ---------

                     Total Assets                                      $ 190,614            $ 196,999
                                                                       ---------            ---------

LIABILITIES AND STOCKHOLDERS' EQUITY

        Current Liabilities
               Accounts payable                                        $    --              $     676
               Accounts payable-affiliated entity                         29,460                 --
               Advances from affiliated entity                             9,700                 --
               Accrued liabilities                                          --                   --
                                                                       ---------            ---------

                     Total Current Liabilities                            39,160                  676
                                                                       ---------            ---------

        Stockholders' Equity
               Preferred stock, par value $0.01, 1,000,000 shares           --                   --
                     authorized, none issued

               Common stock, par value $0.01, 24,000,000 shares
                     authorized, 1,770,717 issued and outstanding         17,707               17,707

               Additional paid-in capital                                382,493              382,493
               Retained earnings                                        (248,746)            (203,877)
                                                                       ---------            ---------

                     Total Stockholders' Equity                          151,454              196,323
                                                                       ---------            ---------

                     Total Liabilities and Stockholders' Equity        $ 190,614            $ 196,999
                                                                       ---------            ---------

The accompanying notes are an integral part of these financial statements


<PAGE>


                                                        GIFT LIQUIDATORS, INC
                                                      Statements of Operations
                                                              (Unaudited)

                                                    For the three months                   For the six months
                                                       ended June 30,                        ended June 30,
                                                   2005              2004                2005              2004
                                               -----------        -----------        -----------        -----------

Revenues
              Net Sales                        $    22,369        $    50,896        $    48,141        $   190,745

Costs and expenses

              Cost of products sold                  9,819             31,255             21,981            131,341
              Selling and marketing                 11,408             16,343             22,182             42,928
              General and administrative            22,517             23,905             48,847             46,769
                                               -----------        -----------        -----------        -----------

Income (loss) from operations                      (21,375)           (20,607)           (44,869)           (30,293)

Income tax expense                                       0                  0                  0                  0
                                               -----------        -----------        -----------        -----------

Net income (loss)                              $   (21,375)       $   (20,607)       $   (44,869)       $   (30,293)
                                               -----------        -----------        -----------        -----------

Basic and diluted earning (loss)
per common share                               $     (0.01)       $     (0.01)       $     (0.03)       $     (0.02)

Basic and diluted weighted average
shares outstanding                               1,770,717          1,770,717          1,770,717          1,770,717



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

                                                GIFT LIQUIDATORS, INC
                                               Statements of Cash Flows
                                                     (Unaudited)
                                          For the six months ended June 30,


                                                                              2005                    2004
                                                                            ---------             ---------

Cash Flow from Operating Activities:
           Net loss                                                         $ (44,869)            $ (30,293)

           Adjustments to reconcile net income (loss)
           to net cash provided (used) by operating activities
                 (Increase) decrease in accounts receivable                   (10,620)              (58,476)
                 (Increase) decrease in inventories                            19,921               125,333
                 Increase (decrease) in account payable                          (676)              (18,804)
                 Increase (decrease) in accrued liabilities                      --                  (1,173)
                                                                            ---------             ---------

                 Total adjustments                                              8,625                46,880
                                                                            ---------             ---------

           Net cash provided (used) by operating activities                   (36,244)               16,587

Cash Flows from Financing Activitites
                     Increase - advances from affiliates                        9,700                  --
                     Decrease - advances to affiliates                         23,000                  --
                                                                            ---------             ---------

Increase (decrease) in cash                                                    (3,544)               16,587

Cash, beginning of period                                                       4,252                11,698

Cash at end of period                                                       $     708             $  28,285
                                                                            ---------             ---------

Supplemental Disclosures
------------------------

           Cash paid during year for
                   Interest                                                 $    --               $    --
                   Taxes                                                    $    --               $    --

           Non-cash transactions
                   Purchase of inventory from affiliate
                      Decrease in accounts receivable                          66,237
                      Decrease in advances to affiliate                         8,000
                      Increase in payable to affiliate                         38,159
                                                                            ---------

                                                                              112,396


The accompanying notes are an integral part of these financial statements

<PAGE>



                                                  GIFT LIQUIDATORS, INC
                                       Statement of Changes in Stockholders' Equity
                                         For the six months ended June 30, 2005

                                                                           Additional
                                                             Common          Paid-in         Retained
                                           Shares             Stock          Capital         Earnings             Total
                                           ------             -----          -------         --------             -----

Balance, December 31, 2004                1,770,717           17,707        $ 382,493        $(203,877)        $ 196,323
Net Loss (Unaudited)                                                                           (44,869)          (44,869)
                                          ---------        ---------        ---------        ---------         ---------

Balance, June 30, 2005 (Unaudited)        1,770,717           17,707        $ 382,493        $(248,746)        $ 151,454
                                          ---------        ---------        ---------        ---------         ---------
</TABLE>



The accompanying notes are an integral part of these financial statements


<PAGE>


                             Gift Liquidators, Inc.
                          Notes to Financial Statements
                      As of June 30, 2005 and June 30, 2004

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - INTERIM FINANCIAL STATEMENTS

The accompanying unaudited interim financial statements have been prepared by
Gift Liquidators, Inc. (the "Company") in accordance with accounting principles
generally accepted in the United States of America for interim financial
reporting and the instructions to the Quarterly Report on Form 10-QSB and Item
310 of Regulation S-B. Accordingly, certain information and footnote disclosures
normally included in financial statements prepared under generally accepted
accounting principles have been condensed or omitted pursuant to such principles
and regulations. The information furnished reflects all adjustments, which are,
in the opinion or management, of a normal recurring nature and necessary for a
fair presentation of the Company's financial position, results of operations and
cash flows for the interim periods presented. The accompanying financial
statements and related notes should be read in conjunction with the audited
financial statements of the Company, and notes thereto, for the year ended
December 31, 2004, as filed with our Form 10-KSB. Results for interim periods
are not necessarily an indication or results to be expected for the year.

NOTE 2 - SUMMARY OF ACCOUNTING POLICIES

A summary of the significant accounting policies consistently applied in the
preparation of the accompanying financial statements follows.

Inventories
-----------

The Company values inventory at the lower of actual cost or its current
estimated market value. The Company periodically reviews inventory quantities on
hand, by item, and records a provision for excess inventory based primarily on
the Company's historical experience and estimated forecast of product demand
using historical sales data relative to the quantity on hand for each item. A
significant decrease in demand for the Company's products could result in an
increase in the amount of excess inventory quantities on hand.

Income Taxes
------------

GLI applies the liability method of accounting for income taxes. Under the
liability method, deferred income taxes are provided on temporary differences
between the tax basis of an asset or liability and its reported amount in the
financial statements and carry forwards that will result in taxable or
deductible amounts in future periods. Deferred income tax assets or liabilities
are determined by applying the presently enacted tax rates and laws.
Additionally, GLI provides a valuation allowance on deferred tax assets if,
based on the weight of available evidence, it is more likely than not that some
portion or all of the deferred tax assets will not be realized.

Earnings Per Share
------------------

Basic and diluted earnings per share are based on the weighted average number of
shares of common stock outstanding during the period. Basic and diluted earnings
per share are the same for all periods presented.

Use of Estimates
----------------

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

<PAGE>


                             Gift Liquidators, Inc.
                          Notes to Financial Statements
                      As of June 30, 2005 and June 30, 2004

Revenue Recognition
-------------------

GLI recognizes revenue at the point of sale which occurs when inventory is
shipped to its customers.

NOTE 3 - RELATED PARTY TRANSACTIONS

All of the Company's inventory was obtained from Laid Back Enterprises Corp.
("Laid Back"). The total amount of inventory acquired from Laid Back was
approximately $112,000 for the six months ended June 30, 2005 and zero for the
six months ended June 30,2004. All of the accounts payable of $29,460 on June
30, 2005 is to Laid Back and all of the accounts receivable of $64,316 on
December 31, 2004 were due from Laid Back. In September of 2004, the Company
advanced Laid Back $41,000 against purchases of additional discontinued
merchandise. Laid Back repaid $10,000 prior to December 31, 2004 and an
additional $18.000 in the first quarter of 2005. Laid Back repaid $5,000 in
April 2005 and an additional $8.000 of the advance was accounted for as a
reduction of the payable to Laid Back on the purchase of approximately $112,000
in inventory in March 2005. Laid Back advanced the Company an additional $5,000
in May 2005 and $4,700 in June 2005.

All of the selling and marketing expense and the majority of the general and
administrative expense is payable to Laid Back. Amounts charged to the Company
consist primarily of personnel costs, facility costs, shipping costs and
advertising costs. Other amounts are determined based on allocations of space
used for storage of the Company's inventory. Management believes that the
allocation method used provides a reasonable estimate of services provided and
the benefits received.

NOTE 4 - MAJOR CUSTOMERS AND CONCENTRATIONS

All inventory has been acquired from Laid Back and all sales have been arranged
by personnel of Laid Back to customers of Laid Back.

For the six months ended June 30, 2005, one customer accounted for 15.3% of
sales. For the six months ended June 30, 2004, one customer accounted for 10.2%
of sales.

NOTE 5 - LITIGATION AND COMMITMENTS

The Company is not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated.

NOTE 6 - SEGMENTS

The Company operates in one core segment. The Company's core business is the
wholesale distribution of a diverse line of gift and novelty products that are
acquired in closeouts from gift developers and distributors. The Company also
operates a seasonal retail store operation to liquidate small quantities of
close out merchandise during the Christmas season, however, the Company did not
operate a retail store during the 2004 Christmas season. The store operation
remains open for approximately one month. The retail operation accounts for less
than 5% of annual sales and management does not consider it as a material or
significant component of its core business and thus, has not presented this
operation separately from the core wholesale close out business.

<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
        FINANCIAL CONDITION

     The financial and business analysis below provides information which the
Company believes is relevant to an assessment and understanding of the Company's
financial condition and results of operations. You should read the following
discussion of our financial condition and results of operations in conjunction
with the Notes to the Financial Statements in Item 1 of this Quarterly Report on
Form 10-QSB and the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2004. This discussion contains forward-looking statements and
involves numerous risks and uncertainties, including, but not limited to, those
described in the Company's Annual Report on Form 10-SB under the heading of
"Risk Factors". Actual results may differ materially from those contained in any
forward-looking statement.


SEGMENTS

The Company operates in one core segment. The Company's core business is the
wholesale distribution of a diverse line of gift and novelty products that are
acquired in closeouts from gift developers and distributors. The Company also
operates a seasonal retail store operation to liquidate small quantities of
close out merchandise during the Christmas season. The store operation remains
open for approximately one month. The retail operation accounts for less than 5%
of annual sales and management does not consider it as a material or significant
component of its core business and thus, has not presented this operation
separately from the core wholesale close out business.


RESULTS OF OPERATIONS - THREE MONTHS ENDED JUNE 30, 2005 AND 2004

     Net Sales of approximately $22,000 in the three months ended June 30, 2005
was a 56% decrease from the approximately $51,000 in sales for the three months
ended June 30, 2004. During 2004, the Company sold through most of the silk
floral items that were the Company's best selling category in each of the last
two years. The lack of new product in the silk floral category was the primary
cause of this decline. The Company purchased approximately $112,000 in
additional merchandise from Laid Back during the March 2005 to increase the
merchandise selection, but the items have not sold as successfully as the floral
items. The cost of goods sold decreased from approximately 61% in the quarter
ended June 30, 2004 to 44% in the quarter ended June 30, 2005 as sales to large
accounts decreased and the Company was not required to give large discounts.

     Sales and marketing expenses declined approximately $5,000 to approximately
$11,000 in the quarter ended June 30, 2005 from approximately $16,000 in the
quarter ended June 30, 2004. This decline was primarily attributable to lower
commissions as a result of reduced gross sales. Administrative costs remained
relatively flat at approximately $23,000 for the three months ended June 30,
2005 versus $24,000 for the three months ended June 30, 2004. The bulk of these
expenses relate to preparing statements and preparing, auditing and filing
reports with the Securities Exchange Commission.


RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 2005 AND 2004

     Net Sales of approximately $48,000 in the six months ended June 30, 2005
was a 75% decrease from the approximately $191,000 in sales for the six months
ended June 30, 2004. During 2004, the Company sold through most of the silk
floral items that were the Company's best selling category in each of the last
two years. The lack of new product in the silk floral category was the primary
cause of this decline. The Company purchased approximately $112,000 in
additional merchandise from Laid Back during the March 2005 to increase the
merchandise selection, but the items have not sold as successfully as the floral
items. The cost of goods sold decreased from approximately 69% in the six months
ended June 30, 2004 to approximately 46% in the six months ended June 30, 2005
as sales to large accounts decreased and the Company was not required to give
large discounts.


<PAGE>


     Selling and marketing expenses were approximately $22,000 for the six
months ended June 30, 2005 compared to approximately $43,000 for the six months
ended June 30, 2004. This approximately $21,000 decrease from the six months
ended June 30, 2004 to the six months ended June 30 2005 primarily attributable
to lower commissions as a result of reduced gross sales for the comparable six
month periods. Administrative costs remained relatively flat at approximately
$49,000 for the six months ended June 30, 2005 versus $47,000 for the six months
ended June 30, 2004. The bulk of these expenses relate to preparing monthly
statements and preparing, auditing and filing reports with the Securities and
Exchange Commission.

     Sales are currently dependent upon Laid Back providing merchandise to the
Company at prices attractive enough to generate a profit. Until the Company
generates additional sources of close out merchandise beyond Laid Back, the
items available and/or the prices that the Company could acquire these items in
future periods could materially affect the gross margin the Company could make.
The Company has purchased all of its inventory from Laid Back at the estimated
lower of cost or realizable market value.


Liquidity and Capital Resources

     We have financed our operations primarily from operations and trade credit
from Laid Back. Since Laid Back ships and collects the Company's merchandise
under an administrative agreement, the Company is dependent upon the timely
payment from Laid Back to adequately provide cash to operate the Company. At
June 30, 2005, payables to Laid Back were approximately $39,000, including
$9,700 in advances from affiliate, versus receivables of approximately $95,000,
including advances to affiliate, on June 30, 2004. The Company used
approximately $36,000 for operations in the six months ended June 30, 2005 and
generated approximately $17,000 in the six months ended June 30, 2004.

     Laid Back advanced the Company Laid Back $5,000 in May 2005 and $4,700 in
June 2005. The Company is currently dependent upon Laid Back advances to meet
cash requirements. These advances are due on demand and are non interest
bearing.

     Inventory purchases are financed through vendor credit from Laid Back. It
is unlikely that the Company could obtain similar credit terms from other
vendors as cash payments are the normal form of payment to manufacturers for
liquidation inventory. It would be necessary for the Company to liquidate a
portion of its current inventory to fund cash purchases from other vendors. Due
to the nature of the product mix, the timing of significant sales is not
predictable. The limited liquidity and the availability of cash from selling
current inventories may result in the Company being unable to make purchases
that it might otherwise make.

     The Company has not generated significant sales or earnings. The limited
activity in cash generated from operations in the six months ended June 30, 2005
and the six months ended June 30, 2004 and the dependence on trade financing for
inventory, make the Company believe that it may need to seek a merger partner
with more financial resources for the Company to grow its business. Laid Back
extends the Company credit to purchase its close out inventory "trade credit"
which the Company is unlikely to receive from other manufacturers as most close
out merchandise is sold on cash terms. The size and nature of the Company's
business make it unlikely that the Company would be able to obtain conventional
bank lending for its liquidity or inventory needs.

     The Company had no fixed assets and no trade liabilities at June 30, 2005.
The Company does not currently contemplate purchasing any fixed assets or
incurring any debt other than trade payables generated from its operations or
inventory purchases in the near future.


CRITICAL ACCOUNTING POLICIES

     Note 2 of the Notes to Financial Statements on the Company's Form 10-SB for
the year ended December 31, 2004, includes a summary of the significant
accounting policies and methods used in the preparation of the Company's
Financial Statements. The following is a brief discussion of those accounting

<PAGE>


policies and methods used by the Company which require subjective judgments and
are considered critical to understanding the Company's financial condition,
results of operations and cash flows.


Inventory

     The Company values inventory at the lower of the actual cost or its current
estimated market value. The Company periodically reviews inventory quantities on
hand, by item, and records a provision for excess inventory based primarily on
the Company's historical experience and estimated forecast of product demand
using historical data relative to the quantity on hand for each item. A
significant decrease in demand for the Company's products could result in an
increase in the amount of excess inventory, however, the Company manages
inventory and product purchases to minimize this risk.


RECENTLY ISSUED ACCOUNTING STANDARDS

     We have reviewed recently issued accounting pronouncements and do not
believe that the adoption of such pronouncements will have a material impact on
our financial statements.

FORWARD-LOOKING STATEMENTS

     This Quarterly Report on Form 10-QSB contains certain forward-looking
statements. Additional written and oral forward-looking statements may be made
by the Company from time to time in Securities and Exchange (SEC) filings and
otherwise. The Private Securities Litigation Reform Act of 1995 provides a
safe-harbor for forward-looking statements. These statements may be identified
by the use of forward-looking words or phrases including, but not limited to,
"anticipate", "believe", "expect", "intend", "may", "planned", "potential",
"should", "will", or "would". The Company cautions readers that results
predicted by forward-looking statements, including, without limitation, those
relating to the Company's future business prospects, revenues, working capital,
liquidity, capital needs, interest costs and income are subject to certain risks
and uncertainties that would cause actual results to differ materially from
those indicated in the forward-looking statements. Specific risks and
uncertainties include, but are not limited to, the Company's seasonality of
revenues, the actions of competitors, the ability to acquire inventory at
favorable prices, and the current and future outlook of the global retail market
and other factors.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     As of June 30, 2005, there have been no material changes in the Company's
market risks as described in the Company's Annual Report on Form 10-KSB for the
year ended December 31, 2004. Due to the limited history of this activity, the
company does not yet have market history to develop quantitative or qualitative
metrics to evaluate market risk.


ITEM 4.  CONTROLS AND PROCEDURES

     Based on the evaluation required by paragraph (b) of Rule 13a-15 or 15d-15
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), the Company's Chief Executive Officer and Chief Financial Officer have
concluded that, as of the end of the period covered by this report, the
Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or
15d-15(e) under the Exchange Act), are effective.

     There has been no change in the Company's internal control over financial
reporting that occurred during the fiscal quarter to which this report relates
that has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.


<PAGE>


PART II - OTHER INFOMRATION

ITEM 1. LEGAL PROCEDINGS

     The Company is not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated.

ITEMS 2, 3, 4, 5 & 6 ARE NOT APPLICABLE AND HAVE BEEN OMITTED

                                    SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                               GIFT LIQUIDATORS, INC.
                               (Registrant)

July 29, 2005                  By: /s/  Ronald G. Hurt
                                   ---------------------------------------------
                                   Ronald G. Hurt
                                   (Chief Financial Officer)
                                   (Principal Financial and Accounting Officer)