U.S. 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 July 31, 2005  o
        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from  Commission File No.  000-51184  51146, Inc. (Exact name of small business issuer as specified in its charter)  Delaware(State or other jurisdiction of incorporation
or organization)
        (I.R.S. Employer Identification No.)  4400 Route 9 South, #1000 Freehold, New Jersey 07728 (Address of Principal Executive Offices)  732-409-5103 (Issuers telephone number)  (Former name, address and fiscal year, if changed since last report)  Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesxNo o  Check whether the registrant has filed all documents and reports required to be
filed by Sections 12, 13, or 15(d) of the Exchange Act subsequent to the
distribution of securities under a plan confirmed by a court. YesxNo o  State the number of shares outstanding of each of the issuers classes of common equity, as of September 12, 2005: 100,000 shares of common stock.      51146, Inc.

(a development stage company)



FINANCIAL STATEMENTS



INDEX



Part I-- FINANCIAL INFORMATION




Item 1. Financial Statements


Item 2. Managements Discussion and Analysis of Financial Condition


Item 3. Control and Procedures

Part II-- OTHER INFORMATION




Item 1. Legal Proceedings


Item 2. Changes in Securities


Item 3. Defaults Upon Senior Securities


Item 4. Submission of Matters to a Vote of Security Holders


Item 5. Other Information


Item 6. Exhibits and Reports on Form 8-K

Signature







Item 1. Financial Information



BASIS OF PRESENTATION



The accompanying reviewed financial statements are presented in accordance with
U.S. generally accepted accounting principles for interim financial information
and the instructions to Form 10-QSB and item 310 under subpart A of Regulation
S-B. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting only of
normal occurring accruals) considered necessary in order to make the financial
statements not misleading, have been included. Operating results for the three
months ended July 31, 2005 are not necessarily indicative of results that maybe
expected for the year ending January 31, 2006. The financial statements are
presented on the accrual basis.







51146, INC.

(A DEVELOPMENT STAGE COMPANY)



FINANCIAL STATEMENTS



AS OF JULY 31, 2005





51146, INC.

(a development stage company)

Financial Statements Table of Contents








FINANCIAL STATEMENTS
        Page #Balance Sheet
        1Statement of Operations and Retained Deficit
        2Statement of Stockholders Equity
        3Cash Flow Statement
        4Notes to the Financial Statements
        5-7



















51146, INC.

(a development stage company)

BALANCE SHEET

As of July 31, 2005






ASSETSCURRENT ASSETS
        
        July 31, 2005Cash
        $
        0TOTAL ASSETS
        $
        0LIABILITIES AND STOCKHOLDER'S EQUITYCURRENT LIABILITIESAccrued expenses
        $
        875TOTAL LIABILITIES
        
        875STOCKHOLDER'S EQUITYCommon Stock - par value $0.001;100,000,000 shares authorized;100,000 issued and outstanding
        
        100Additional paid in capital
        
        0Accumulated Deficit
        
        (975)Total stockholder's equity
        
        (875)TOTAL LIABILITIES AND EQUITY
        $
        0



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



F-1











51146, INC.

(a development stage company)

STATEMENT OF OPERATIONS

For the three months ended July 31, 2005 and

From inception (February 2, 2005) through July 31, 2005






Three Months
July 31, 2005
        
        From Inception to
July 31, 2005REVENUESales
        $
        0
        $
        0Cost of sales
        
        0
        
        0GROSS PROFIT
        
        0
        
        0GENERAL AND ADMINISTRATIVE EXPENSES
        
        325
        
        975NET LOSS
        
        (325)
        
        (975)ACCUMULATED DEFICIT, BEGINNING BALANCE
        
        (650)
        
        (0)ACCUMULATED DEFICIT, ENDING BALANCE
        $
        (975)
        $
        (975)NET EARNINGS PER SHAREBasic Net Loss Per Share
        
        
        
        (Less than .01)Basic Weighted AverageNumber of Common Shares Outstanding
        
        
        
        100,000







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



F-2











51146, INC.

(a development stage company)

STATEMENT OF STOCKHOLDER'S EQUITY From inception

(February 2, 2005) through July 31, 2005






SHARES
        
        COMMON STOCK
        
        ACCUMULATED DEFICIT
        
        TOTALStock issued on acceptanceOf incorporation expensesFebruary 2, 2005
        100,000
        $
        100
        $
        0
        $
        100Net loss
        
        
        
        
        (975)
        
        (975)Total at July 31, 2005
        100,000
        $
        100
        $
        (975)
        $
        (875)





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



F-3













51146, INC.

(a development stage company)

STATEMENT OF CASH FLOWS

From inception (February 2) through July 31, 2005






CASH FLOWS FROM OPERATING ACTIVITIES
        
        From Inception to
July 31, 2005Net income (loss)
        $
        (975)Stock issued as compensation
        
        100Increases (Decrease) in accrued expenses
        
        875NET CASH PROVIDED OR (USED) IN OPERATIONS
        
        0CASH FLOWS FROM INVESTING ACTIVITIESNone
        
        0CASH FLOWS FROM FINANCING ACTIVITIESStock issued on incorporation expenses
        
        0CASH RECONCILIATIONNet increase (decrease) in cash
        
        0Beginning cash balance
        
        0CASH BALANCE AT END OF PERIOD
        $
        0





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



F-4









51146, INC.

(a development stage company)

NOTES TO FINANCIAL STATEMENTS




1.
        Summary of significant accounting policies:

Industry:



51146, INC. (the Company), a Company incorporated in the state of Delaware as of February 2, 2005 plans to locate and negotiate with a business entity for the combination of that target company with The Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock- for-assets exchange. In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of1986, as amended. No assurances can be given that The Company will be successful in locating or negotiating with any target company.



The Company has been formed to provide a method for a foreign or domestic private company to become a reporting ("public") company whose securities are qualified for trading in the United States secondary market.



The Company has adopted its fiscal year end to be January 31.



Results of Operations and Ongoing Entity:



The Company is considered to be an ongoing entity for accounting purposes; however, there is substantial doubt as to the Company's
ability to continue as a going concern. The Company's shareholders fund any shortfalls in the Company's cash flow on a day to day
basis during the time period that the Company is in the development stage.



Liquidity and Capital Resources:



In addition to the stockholder funding capital shortfalls; the Company
anticipates interested investors that intend to fund the Company's growth once a
business is located.



Cash and Cash Equivalents:



The Company considers cash on hand and amounts on deposit with financial  institutions which have original maturities of three months or less to be cash  and cash equivalents.



Basis of Accounting:



The Company's financial statements are prepared in accordance with U.S. generally  accepted accounting principles.



F-5





Income Taxes:



The Company utilizes the asset and liability method to measure and record
deferred income tax assets and liabilities. Deferred tax assets and liabilities
reflect the future income tax effects of temporary differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases and are measured using enacted tax rates that apply
to taxable income in the years in which those temporary differences are expected
to be recovered or settled. Deferred tax assets are reduced by a valuation
allowance when in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be realized. At this
time, the Company has set up an allowance for deferred taxes as there is no
company history to indicate the usage of deferred tax assets and
liabilities.



Fair Value of Financial Instruments:



The Company's financial instruments may include cash and cash equivalents,
short-term investments, accounts receivable, accounts payable and liabilities to
banks and shareholders. The carrying amount of long-term debt to banks
approximates fair value based on interest rates that are currently available to
the Company for issuance of debt with similar terms and remaining maturities.
The carrying amounts of other financial instruments approximate their fair value
because of short-term maturities.



Concentrations of Credit Risk:



Financial instruments which potentially expose the Company to concentrations of credit risk consist principally of operating demand
deposit accounts. The Company's policy is to place its operating demand deposit accounts with high credit quality financial
institutions. At this time the Company has no deposits that are at risk.




2.
        Related Party Transactions and Going Concern:

The Company's financial statements have been presented on the basis that it is a going concern in the development stage, which
contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. At this time the Company
has not identified the business that it wishes to engage in.



The Company's shareholders fund the Company's activities while the Company takes steps to locate and negotiate with a business entity
for combination; however, there can be no assurance these activities will be successful.




3.
        Accounts Receivable and Customer Deposits:

Accounts receivable and Customer deposits do not exist at this time and therefore have no allowances accounted for or disclosures made.



F-6







4.
        Use of Estimates:

Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenue and expenses. Management has no reason to make estimates at this time.




5.
        Revenue and Cost Recognition:

The Company uses the accrual basis of accounting in accordance with generally accepted accounting principles for financial statement reporting.




6.
        Accrued Expenses:

Accrued expenses consist of accrued legal, accounting and office costs during this stage of the business.




7.
        Operating Lease Agreements:

The Company has no agreements at this time.




8.
        Stockholder's Equity:

Preferred stock includes 50,000,000 shares authorized at a par value of $0.001, of which none are issued or outstanding.



Common Stock includes 100,000,000 shares authorized at a par value of $0.001, of which 100,000 have been issued for the amount of $100 on February 2, 2005 in acceptance of the incorporation expenses for the Company.




9.
        Required Cash Flow Disclosure for Interest and Taxes Paid:

The company has paid no amounts for federal income taxes and interest. The Company issued 100,000 common shares of stock to its sole shareholder in acceptance of the incorporation expenses for the Company.



10.  Earnings Per Share:



Basic earnings per share ("EPS") is computed by dividing earnings available to common shareholders by the weighted-average number of common shares outstanding for the period as required by the Financial Accounting Standards Board (FASB)under Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per Shares". Diluted EPS reflects the potential dilution of securities that could share in the earnings.



F-7





Item 2.
        Management's Discussion and Analysis of Financial Conditions and Resultsof Operations

Plan of Operation



The Registrant is continuing its efforts to locate a merger candidate for the
purpose of a merger. It is possible that the registrant will be successful in
locating such a merger candidate and closing such merger. However, if the
registrant cannot effect a non-cash acquisition, the registrant may have to
raise funds from a private offering of its securities under Rule 506 of
Regulation D. There is no assurance the registrant would obtain any such equity
funding.



Results of Operation



The Company did not have any operating income from inception through July 31, 2005. For the quarter ended July 31, 2005, the
registrant recognized a net loss of $325 and for the period from inception through July 31, 2005, the registrant recognized a net
less of $975.  Some general and administrative expenses during the quarter were accrued. Expenses for the quarter were comprised of
costs mainly associated with legal, accounting and office.



Liquidity and Capital Resources



At July 31, 2005 the Company had no capital resources and will rely upon the issuance of common stock and additional capital contributions from shareholders to fund administrative expenses pending acquisition of an operating company.



Critical Accounting Policies



Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (GAAP). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively  applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or
conditions. We continue to monitor significant estimates made during the preparation of our financial statements.







Item 3. Controls and Procedures




(a)
        Evaluation of disclosure controls and procedures.

Our Chief Executive Officer and Chief Financial Officer (collectively the Certifying Officers) maintain a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed, is accumulated and communicated to management timely.  Under the supervision and with the participation of management, the Certifying Officers evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the Exchange Act) within 90 days prior to the filing date of this report. Based upon that evaluation, the Certifying Officers concluded that our disclosure controls and procedures are effective in timely alerting them to material information relative to our company required to be disclosed in our periodic filings with the SEC.




(b)
        Changes in internal controls.

Our Certifying Officer has indicated that there were no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of his evaluation, and there were no such control actions with regard to significant deficiencies and material weaknesses.



PART II - OTHER INFORMATION




Item 1.
        Legal Proceedings.

The Company is currently not a party to any pending legal proceedings and no such action by, or to the best of its knowledge, against the Company has been threatened.




Item 2.
        Changes in Securities.


None


Item 3.
        Defaults Upon Senior Securities.


None


Item 4.
        Submission of Matters to a Vote of Security Holders.

No matter was submitted during the quarter ending July 31, 2005, covered by this report to a vote of the Companys shareholders, through the solicitation of proxies or otherwise.




Item 5.
        Other Information.


None





Item 6.
        Exhibits and Reports of Form 8-K.


(a)
        Exhibits


31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002


32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002


(b)
        Reports of Form 8-K


None

SIGNATURES



In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.




51146, Inc.Registrant




Date: September 12, 2005
        By:
        /s/ Scott RaleighScott RaleighPresident