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 March 31, 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 March 31, 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 Sheet as of March 31, 2005 and December 31, 2004

     b)  Statement of Income for the three months ended March 31, 2005 and 2004

     c)  Statement of Cash Flows for the three months ended March 31, 2005 and
         2004

     d)  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>


PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

                                         GIFT LIQUIDATORS, INC.
                                             Balance Sheets
                                               (Unaudited)
                                As of March 31, 2005 and December 31, 2004

                                                                           2005                  2004
                                                                          ---------            ---------
<S>                                                                        <C>                 <C>
ASSETS

         Current Assets
               Cash                                                       $   2,168            $   4,252
               Accounts Receivable -affiliated entity                          --                 64,316
               Advances to affiliated entity                                  5,000               31,000
               Inventory, net                                               198,595               97,431
                                                                          ---------            ---------

                        Total Assets                                      $ 205,763            $ 196,999
                                                                          ---------            ---------

LIABILITIES AND STOCKHOLDERS' EQUITY

         Current Liabilities
               Accounts payable                                           $    --              $     676
               Accounts payable-affiliated entity                            32,934                 --
               Accrued liabilities                                             --                   --
                                                                          ---------            ---------

                        Total Current Liabilities                            32,934                  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                                           (227,371)            (203,877)
                                                                          ---------            ---------

                        Total Stockholders' Equity                          172,829              196,323
                                                                          ---------            ---------

                        Total Liabilities and Stockholders' Equity        $ 205,763            $ 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 ended March 31,

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

Revenues
        Net Sales                                            $    25,772              $   139,850

Costs and expenses

        Cost of products sold                                     12,162                  100,086
        Selling and marketing                                     10,774                   26,585
        General and administrative                                26,330                   22,864
                                                             -----------              -----------

Income (loss) from operations                                    (23,494)                  (9,685)

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

Net income (loss)                                            $   (23,494)             $    (9,685)
                                                             -----------              -----------

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

Basic and diluted weighted average shares outstanding          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 three months ended March 31,

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

Cash Flow from Operating Activities:
          Net loss                                                            $ (23,494)             $  (9,685)

          Adjustments to reconcile net income (loss)
          to net cash (used) by operating activities
                (Increase) decrease in accounts receivable                       (7,146)               (76,460)
                (Increase) decrease in inventories                               11,232                 96,483
                Increase (decrease) in account payable                             (676)               (18,804)
                Increase (decrease) in accrued liabilities                                              (1,173)
                                                                              ---------              ---------

                Total adjustments                                                 3,410                     46
                                                                              ---------              ---------

          Net cash (used) by operating activities                               (20,084)                (9,639)
                                                                              ---------              ---------

Cash Flows from Financing Activities-Payments from affiliates                    18,000                   --
                                                                              ---------              ---------

Increase (decrease) in cash                                                      (2,084)                (9,639)

Cash, beginning of period                                                         4,252                 11,698
                                                                              ---------              ---------

Cash at end of period                                                         $   2,168              $   2,059
                                                                              ---------              ---------

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

          Cash paid during year for

                Interest                                                      $    --                $    --
                        Taxes                                                 $    --                $    --

          Non-cash transactions
                Purchase of inventory from affiliate by:
                   Reduction in accounts receivable                           $  66,237
                   Reduction in advances to affiliates                            8,000
                   Increase in payable to affiliates                             38,159
                                                                              ---------
                         Total Purchase                                       $ 112,396

The accompanying notes are an integral part of these financial statements

<PAGE>


                                               GIFT LIQUIDATORS, INC
                                    Statements of Changes in Stockholders' Equity
                                      For the three months ended March 31, 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)                                                                              (23,494)         (23,494)
                                             ----------       ----------       ----------      ----------       ----------

Balance, March 31, 2005 (Unaudited)           1,770,717       $   17,707       $  382,493      $ (227,371)      $  172,829
                                             ----------       ----------       ----------      ----------       ----------
</TABLE>


The accompanying notes are an integral part of these financial statements

<PAGE>


                             Gift Liquidators, Inc.
                          Notes to Financial Statements
                                   (Unaudited)
                              As of March 31, 2005

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. Results for interim periods are
not necessarily an indication of 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 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 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.

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

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

<PAGE>


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 three months ended March 31, 2005 and zero for
the three months ended March 31, 2004. All of the accounts payable of
approximately $33,000 on March 31, 2005 is to Laid Back as is the accounts
receivable of $64,000 on December 31, 2004. 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. An additional $8,000 of the
advance was accounted for as a reduction of the payable due to Laid Back on the
purchase of approximately $112,000 in inventory in March 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. The Company is charged $1,000 per month for general and
administrative costs. Other amounts are determined based on allocations of space
used for storage of the Company's inventory and time spent by Laid Back
personnel in selling and shipping the Company's inventory. Management believes
the allocation method used provides a reasonable estimate of services provided
and the benefits received.

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

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 quarter ended March 31, 2005, four customers accounted for 28.6%, 19.0%,
14.0% and 12.5%. During the year ended December 31, 2004, three customers
accounted for 14%, 9% and 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 or thought 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.


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-KSB under the heading of
"Risk Factors". Actual results may differ materially from those contained in any
forward-looking statement.

<PAGE>


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, in 2004, the Company
did not operate a Christmas store due to the limited selection of inventory at
year end. 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 MARCH 31, 2005 AND 2004

     Net Sales of approximately $26,000 for the three month period ended March
31, 2005 was a decline of 80% compared to sales of approximately $140,000 for
the three month period ended March 31, 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 and a limited selection of other merchandise was the primary
cause of this decline. During the last week of March 2005, the Company purchased
approximately $112,000 in additional merchandise from Laid Back to increase the
merchandise selection. Also in the first quarter of 2005, the Company was
actively involved in getting its internet web site ready for operation. The
costs for this work are included in the administrative allocation from Laid
Back.

     Gross profit, defined as net sales less cost of goods, declined $24,000 to
$14,000 in the three months ended March 31, 2005. The increase in gross margin
percentage to 52.8% in the quarter ended March 31, 2005 from 28.5% in the
quarter ended March 31, 2004 to was driven primarily by the recapture of $6,310
of reserves from items sold in the first quarter of 2005 that a reserve had been
established for in 2004. Without the recapture of reserve, the gross margin
improved slightly to 32% in the quarter ended March 31, 2005 from 28.5% in the
quarter ended March 31, 2004.

     Selling and marketing expenses in the quarter ending March 31, 2005
declined approximately $16,000 compared to the March 31, 2004 quarter, due
primarily to the overall decline in sales, and equaled 42.0% of net sales for
the quarter ended March 31, 2005 versus 19% of net sales in the quarter ending
March 31, 2004. Administrative cost increases of approximately $3,000 in the
March 31, 2005 quarter vs. the March 31, 2004 quarter were primarily
attributable to public accounting fees associated with auditing the financial
records of the Company and preparing the Form 10-KSB submitted in April 2005.

     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 Laidback, the items
available and/or the prices that the Company could acquire these items in future
period 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
December 31, 2004, receivables from Laid Back were $64,316 and an advance from
affiliate of $31,000 versus payables of $32,934 on March 31, 2005. The Company
used approximately $20,000 in cash from operations in the quarter ended March
31, 2005 and used approximately $10,000 in the March 31, 2004 quarter.

     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

<PAGE>


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 quarter ended March 31, 2005
and the year ended December 31, 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 March 31, 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-KSB
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
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.

<PAGE>


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     As of March 31, 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.

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 or thought to be contemplated.

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


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

    (a)  Exhibit 31 - Certifications of Chief Executive Officer and Chief
                      Financial Officer under Section 302 of the Sarbanes-Oxley
                      Act of 2002

         Exhibit 32 - Certifications of Chief Executive Officer and Chief
                      Financial Officer under Section 906 of the Sarbanes-Oxley
                      Act of 2002

    (b)  Reports on Form 8-K

         No reports on Form 8-K were filed by the issuer during the quarter
         ended March 31, 2005.

                                   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)

May 3, 2005                     By:  /s/  Ronald G. Hurt
                                     -------------------------------------------
                                    Ronald G. Hurt
                                    (Chief Financial Officer)
                                    (Principal Financial and Accounting Officer)