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 September 30, 2004

                                       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 September 30, 2004, 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 Sheet as of September 30, 2004 and December 31, 2003

         b)     Statement of Income for the three months and nine months ended
                September 30, 2004 and 2003

         c)     Statement of Cash Flows for the nine months ended September 30,
                2004 and 2003

         d)     Statement of Changes in Stockholders Equity for the nine months
                ended September 30, 2004

         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
---------    --------------------------

Exhibits
--------

   31       Certifications under Section 302
   32       Certifications under Section 906

<PAGE>


PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>


                                        GIFT LIQUIDATORS, INC.
                                            Balance Sheets
                                             (Unaudited)
                               As of September 30, 2004 and December 31, 2003

                                                                      2004                   2003
                                                                    ---------              ---------

<S>                                                                  <C>                  <C>
ASSETS

    Current Assets
        Cash                                                        $   2,611              $  11,698
        Accounts Receivable -affiliated entity                         46,535                   --
        Advances to affiliated entity                                  41,000                   --
        Inventory                                                     160,893                315,045
                                                                    ---------              ---------

             Total Assets                                           $ 251,039              $ 326,743
                                                                    ---------              ---------


LIABILITIES AND STOCKHOLDERS' EQUITY

    Current Liabilities
        Accounts payable                                            $    --                $   6,500
        Accounts payable-affiliated entity                               --                   12,304
        Accrued liabilities                                              --                    1,173
                                                                    ---------              ---------

             Total Current Liabilities                                   --                   19,977
                                                                    ---------              ---------

    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                                            (149,161)               (93,434)
                                                                    ---------              ---------

             Total Stockholders' Equity                             $ 251,039              $ 306,766
                                                                    ---------              ---------

             Total Liabilities and Stockholders' Equity             $ 251,039              $ 326,743
                                                                    ---------              ---------



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 nine months
                                                                   ended September 30,              ended September 30,
                                                                  2004             2003            2004             2003
                                                               ---------        ---------        ---------        ---------

Revenues
        Net Sales                                              $  45,424        $  35,128        $ 236,170        $ 274,312

Costs and expenses

        Cost of products sold                                     30,298           20,857          161,639          169,087
        Selling and marketing                                     15,194           13,761           58,122           77,922
        General and administrative                                25,367           16,537           72,136           57,300
                                                               ---------        ---------        ---------        ---------

Income (loss) from operations                                    (25,435)         (16,027)         (55,727)         (29,997)

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

Net income (loss)                                              $ (25,435)       $ (16,027)       $ (55,727)       $ (29,997)
                                                               ---------        ---------        ---------        ---------

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

Basic and diluted weighted average shares outstanding            1770717          1770717          1770717          1770717



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


<PAGE>


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


                                                                            2004                  2003
                                                                          ---------             ---------

Cash Flow from Operating Activities:
        Net income (loss)                                                 $ (55,727)            $ (29,997)

        Adjustments to reconcile net income (loss)
        to net cash provided (used) by operating activities
             (Increase) decrease in accounts receivable                     (46,535)              (77,225)
             (Increase) decrease in inventories                             154,152               161,362
             Increase (decrease) in account payable                         (18,804)              (50,112)
             Increase (decrease) in accrued liabilities                      (1,173)                 --
                                                                          ---------             ---------

             Total adjustments                                               87,640                34,026
                                                                          ---------             ---------

        Net cash provided by operating activities                            31,913                 4,028

Cash Flows from Investing Activities                                           --                    --
Cash Flows from Financing Activities
             Advances to affiliates                                         (41,000)                 --
                                                                          ---------             ---------

Increase (decrease) in cash                                                  (9,087)                4,028

Cash, beginning of period                                                    11,698                  --
                                                                          ---------             ---------
Cash at end of period                                                     $   2,611             $   4,028
                                                                          ---------             ---------


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

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


The accompanying notes are an integral part of these financial statements


<PAGE>


                                                  GIFT LIQUIDATORS, INC
                                      Statements of Changes in Stockholders' Equity
                                                     (Unaudited)
                                      For the nine months ended September 30, 2004



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


Balance, December 31, 2003                         1,770,717        $17,707       $382,493        $ (93,434)     $306,766
Net Loss                                                                                            (55,727)      (55,727)
                                            -----------------------------------------------------------------------------
Balance, September 30, 2004                        1,770,717        $17,707       $382,493        $(149,161)     $251,039
                                            -----------------------------------------------------------------------------




The accompanying notes are an integral part of these financial statements
</TABLE>



<PAGE>


                             Gift Liquidators, Inc.
                          Notes to Financial Statements
                 As of September 30, 2004 and September 30, 2003

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, 2003, as filed with our Form 10-SB. 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 regularly 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
------------

The Company 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, the Company 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 September 30, 2004 and September 30, 2003

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

The Company recognizes revenue at the point of sale which occurs when inventory
is shipped to its customers. Due to the nature of liquidation inventory, the
Company does not generally accept returns. The exception to this policy is for
merchandise damaged in shipment, the majority of which is covered by the
carrier's insurance.


NOTE 3 - RELATED PARTY TRANSACTIONS

All of the Company's inventory was obtained from Laid Back Enterprises Corp.
("Laid Back"). The Company did not acquire any inventory from Laid Back for the
nine month periods ending September 30, 2003, or September 30, 2004. All of the
accounts receivable of approximately $47,000 on September 30, 2004 is from Laid
Back.

The Company is completely dependent on Laid Back for its operations. Laid Back
provides inventory financing; office and warehouse space; warehousing and
shipping services; accounting, clerical and administrative support; and
management. These services are provided pursuant to an administrative services
agreement.

The following table lists the marketing, sales and administrative expenses
incurred in the first nine months of 2004 and 2003 under the administrative
services agreement.

                                       Administrative Services Billing
                                         For the Three Months Ended

                                       September 30, 2004   September 30, 2003
                                       ------------------   ------------------

Marketing & Sales                          $ 15,194                $  9,262
Administrative                             $  6,768                $ 10,918
Shipping                                   $  1,479                $  1,444
                                           --------                --------
                                           $ 23,441                $ 21,624
                                           ========                ========


                                       Administrative Services Billing
                                         For the Nine Months Ended

                                       September 30, 2004   September 30, 2003
                                       ------------------   ------------------

Marketing & Sales                          $ 58,122                $ 73,422
Administrative                             $ 24,462                $ 27,176
Shipping                                   $  7,487                $ 11,539
                                           --------                --------
                                           $ 90,071                $112,137
                                           ========                ========


Amounts receivable from or payable to Laid Back are non interest bearing and are
due on demand.

The Company advanced Laid Back $15,000 in August 2004 and $26,000 in September
2004. These cash advances are due on demand and are non interest bearing.

In August of 2004, the Company received a tax refund of approximately $34,000
which was payable to Laid Back under a tax sharing agreement. The receipt was
recorded as a reduction of accounts receivable from Laid Back.


<PAGE>


                             Gift Liquidators, Inc.
                          Notes to Financial Statements
                 As of September 30, 2004 and September 30, 2003


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.

During the nine months ended September 30, 2003, one customer accounted for
16.9% of sales. For the nine months ended September 30, 2004, one customer
accounted for 10.7% 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.









<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 information on Form 10-SB for the year ended
December 31, 2003. This discussion contains forward-looking statements and
involves numerous risks and uncertainties, including, but not limited to, those
described in the Company's information 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 SEPTEMBER 30, 2004 AND 2003

     Net Sales of approximately $45,000 in the quarter ended September 30, 2004
was a 29% increase over the approximately $35,000 in sales for the quarter ended
September 30, 2003. This increase was primarily the result of several large
accounts placing orders in the quarter ended September 30, 2004 for floral
items. This increase in sales was offset by the fact that these large accounts
received larger discounts in the quarter ended September 30, 2004 than was given
in the quarter ended September 30, 2003. This resulted in the quarter ending
September 30, 2004 having a cost of goods sold of 66.7% versus a cost of goods
sold of 59.4% in the September 30, 2003 quarter.

     Selling and marketing expenses remained relatively flat at approximately
$15,000 for the quarter ended September 30, 2004, but was only 33.4% of sales
versus 39.2% in the quarter ended September 30, 2003 due to the increase in
sales discussed above. Administrative cost increases of approximately $9,000 in
the September 30, 2004 quarter vs. the September 30, 2003 quarter were primarily
attributable to fees associated with preparing the Form 10-SB, and subsequent
amendments.

     In October 2004, the Company received notice from the Securities Exchange
Commission that it had an active registration statement and would be responsible
for reporting under the Securities Exchange Act of 1934.


RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

     Net Sales of approximately $236,000 for the nine month period ended
September 30, 2004 were down 14% compared to approximately $274,000 for the nine
month period ended September 30, 2003. The bulk of this decline can be
attributed to a decline in floral item sales, the largest selling category of
GLI's inventory the past two years.

     Gross profit, defined as net sales less cost of goods, declined
approximately $30,000 to approximately $75,000 in the nine months ended
September 30, 2004. The decrease in gross margin percentage from 38.4% in the
quarter ended September 30, 2003 to 31.6% in the quarter ended September 30,
2004 was driven primarily by the continuing change in product mix. Sales for
2004 were composed of a higher percentage of dried stem floral arrangements
which carried smaller margins than the silk floral products sold in 2003.

Selling and marketing expenses in the nine months ending September 30, 2004
declined approximately $20,000 compared to the September 30, 2003 nine months,
and equaled 24.6% of net sales in the nine months ending September 30, 2004


<PAGE>


versus 28.4% of net sales for the nine months ended September 30, 2003. The
decline in selling and marking expenses was due to lower commissions on the
above discussed reduced sales. Administrative cost increases of approximately
$15,000 in the nine months ending September 30, 2004 vs. the nine months ending
September 30, 2003 were primarily attributable to fees associated with
finalizing the audits of the last two years and Form 10-SB, and subsequent
amendments.

     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.

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
September 30, 2003, receivables from Laid Back were approximately $143,000
versus receivables of approximately $47,000 on September 30, 2004. The Company
generated approximately $32,000 for operations in the nine months ended
September 30, 2004 and generated approximately $4,000 in the nine months ended
September 30, 2003.

     In August 2004, the Company received a tax refund of approximately $34,000.
This refund was due to Laid Back under a tax sharing agreement, incorporated
herein by reference to Form 10-SB. The refund was recorded as a reduction of
accounts receivables due Laid Back. The Company advanced Laid Back $15,000 in
August 2004 and $26,000 in September 2004. 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 nine months ended September
30, 2004 and the nine months ended September 30, 2003 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 September 30,
2004. 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

     Financial Reporting Release No. 60, "Cautionary Advice Regarding Disclosure
about Critical Accounting Policies", issued by the Securities and Exchange
Commission ("SEC"), advises companies to include a discussion of critical
accounting policies or methods used in the preparation of financial statements.
Note 2 of the Notes to Financial Statements on the Company's Initial Report on
Form 10-SB for the year ended December 31, 2003, 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 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.

<PAGE>


Inventory

     The Company values inventory at the lower of the actual cost or its current
estimated market value. The Company regularly 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

     The information set forth in Part F/S, Financial Statements and
Supplementary Data, Notes to Financial Statements, Note 2 -New Accounting
Pronouncements, on Form 10-SB is incorporated herein by reference thereto.


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 Commission (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 September 30, 2004, there have been no material changes in the
Company's market risks as described in the Company's Annual Report on Form 10-SB
for the year ended December 31, 2003. 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.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEDINGS

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

<PAGE>


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)

November 11, 2004                           By: /s/Ronald G. Hurt
                                                --------------------------------
                                                   Ronald G. Hurt
                                                   (Chief Financial Officer)
                                                   (Principal Financial and
                                                    Accounting Officer)