TABLE OF CONTENTS



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|PART I.           |                                        |                                                                                      |    |     
|                  | ITEM 1.
FINANCIAL STATEMENTS           |                                                                                      |    | 3    |  
|                  |                                        | Unaudited Balance Sheet as of March 31, 2005                                         |    |      | 4 | 
|                  |                                        | Unaudited Statement of Operations for the three months ended March 31, 2005 and 2004 |    |      | 5 | 
|                  |                                        | Unaudited Statement of Cash Flows for the three months ended March 31, 2005 and 2004 |    |      | 6 | 
|                  |                                        | Notes to Unaudited Financial Statements                                              |    |      | 8 | 
|                  |                                        |                                                                                      |    |      |   | 
|                  |                                        |                                                                                      |    |      |   | 
|                  | ITEM 2.
MANAGEMENT'S PLAN OF OPERATION |                                                                                      |    | 16   |  
|                  | ITEM 3.
CONTROLS AND PROCEDURES        |                                                                                      |    | 18   |  
|PART II.          |                                        |                                                                                      |    |     
|                  | ITEM 2. CHANGES IN SECURITIES          |                                                                                      |    | 19   |  
|                  | ITEM 6.
EXHIBITS                       |                                                                                      |    | 19   |  
|                  | SIGNATURES                             |                                                                                      |    | 20   |  
|INDEX TO EXHIBITS |                                        |                                                                                      | 21 |     

### INDEX TO EXHIBITS

|Exhibit No. | Page No. | Description                                                                                                                                                                                                                                     
|----------- | -------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3(i)        | *        | Articles of Incorporation (incorporated by reference to the Company's Form 10-SB filed with the Securities
 and Exchange Commission on January 28, 1999                                                                                         
|3(ii)       | *        | By-Laws (incorporated by reference to the Company's Form 10-SB filed with the Securities and Exchange
 Commission on January 28, 1999)                                                                                                          
|10          | *        | Debt Settlement Agreement dated August 27, 2003 between the Company and Bay Cove Capital Corporation
 (incorporated by reference to the Company's Form 10-KSB filed with the Securities and Exchange Commission
 on April 1, 2004               
|14          | *        | Code of Ethics Adopted March 30, 2004 (incorporated by reference to the Company's Form 10-KSB filed with
 the Securities and Exchange Commission on April 1, 2004                                                                               
|31          | Attached | Certification of the Chief Executive Officer  and Chief Financial Officer pursuant to Rule 13a-15(e)
 and 15d-15(e)  of the Securities and Exchange Act of 1934 as amended, as adopted pursuant to Section
 302 of the Sarbanes-Oxley Act of 200
|32          | Attached | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C Section
 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200                                                                

* Incorporated by reference to prior filings with the Securities and Exchange Commission.