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 April 30, 2006  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. 000-51189  51146, INC. (Exact name of small business issuer as specified in its charter)  Delaware(State or other jurisdiction of incorporationor 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. YesxNoo  Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. YesxNoo  State the number of shares outstanding of each of the issuers classes of common equity, as of June 8, 2006: 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 April 30, 2006 are not necessarily indicative of results that maybe expected for the year ending January 31, 2007. The financial statements are presented on the accrual basis.















51146, Inc.(a development stage company)BALANCE SHEETAs of April 30, 2006ASSETSCURRENT ASSETS
        
        
        
        
        
        4/30/2006
        
        
        1/31/2006Cash
        
        
        
        
        
        -
        
        
        -Total Current Assets
        
        
        
        -
        
        
        -TOTAL ASSETS
        
        
        $
        -
        
        $
        -LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccrued Expenses
        
        
        
        2,375
        
        
        2,125Total Current Liabilities
        
        
        
        2,375
        
        
        2,125TOTAL LIABILITIES
        
        
        $
        2,375
        
        $
        2,125STOCKHOLDERS EQUITYCommon Stock - Par value $0.0001;Authorized: 100,000,000Issued and Outstanding: 100,000
        
        
        
        100
        
        
        100Additional Paid-In Capital
        
        
        
        -
        
        
        -Accumulated Deficit
        
        
        
        (2,475)
        
        
        (2,225)Total Stockholders Equity
        
        
        
        (2,375)
        
        
        (2,125)TOTAL LIABILITIES AND EQUITY
        $
        -
        
        $
        -



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



F-1



51146, Inc.(a development stage company)STATEMENT OF OPERATIONSFor the three months ending April 30, 2006 and April 30, 2005, andfrom inception (February 2, 2005) through April 30, 20063 MONTHS
        
        3 MONTHSENDING
        
        ENDING
        
        
        FROM4/30/2006
        
        4/30/2005
        
        
        INCEPTIONREVENUE
        
        
        $
        -
        $
        -
        
        $
        -COST OF SERVICES
        
        
        -
        
        -
        
        
        -GROSS PROFIT OR (LOSS)
        $
        -
        $
        -
        
        $
        -GENERAL AND ADMINISTRATIVE EXPENSES
        
        250
        
        100
        
        
        2,475NET INCOME (LOSS)
        
        $
        (250)
        $
        (100)
        
        $
        (2,475)ACCUMULATED DEFICIT, BEGINNING BALANCE
        $
        (2,225)
        $
        -
        
        $
        -ACCUMULATED DEFICIT, ENDING BALANCE
        $
        (2,475)
        $
        (100)
        
        $
        (2,475)Earnings (loss) per share
        
        
        (Less
        
        (Less
        
        
        (Lessthan 0.01)
        
        than 0.01)
        
        
        than 0.01)Weighted average number of common shares
        
        100,000
        
        100,000
        
        
        100,000



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



F-2





51146, Inc.(a development stage company)STATEMENT OF STOCKHOLDERS EQUITYFrom inception (February 2, 2005) through April 30, 2006COMMON
        
        
        ACCUM.
        
        
        TOTALSHARES
        
        STOCK
        
        
        DEFICIT
        
        
        EQUITYStock Issued on acceptanceof incorporation expensesFebruary 2, 2005
        
        100,000
        $
        100
        
        $
        -
        
        $
        100Net Loss
        
        
        
        
        
        
        
        (2,225)
        
        
        (2,225)Total, January 31, 2006
        
        100,000
        $
        100
        
        $
        (2,225)
        
        $
        (2,125)Net Loss
        
        
        
        
        
        
        
        (250)
        
        
        (250)Total, April 30, 2006
        
        100,000
        
        100
        
        
        (2,475)
        
        
        (2,375)

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



F-3







51146, Inc.(a development stage company)STATEMENTS OF CASH FLOWSFor the three months ending April 30, 2006 and April 30, 2005, andfrom inception (February 2, 2005) through April 30, 20063 MONTHS
        
        
        3 MONTHSENDING
        
        
        ENDING
        
        
        FROMCASH FLOWS FROM OPERATING ACTIVITIES
        
        
        
        4/30/2006
        
        
        4/30/2005
        
        
        INCEPTIONNet income (loss)
        
        
        
        $
        (250)
        
        $
        (2,225)
        
        $
        (2,475)Stock issued as compensation
        
        
        
        -
        
        
        100
        
        
        100Increase (Decrease) in Accrued Expenses
        
        
        250
        
        
        2,125
        
        
        2,375Total adjustments to net income
        
        
        250
        
        
        2,225
        
        
        2,475Net cash provided by (used in) operating activities
        
        -
        
        
        -
        
        
        -CASH FLOWS FROM INVESTING ACTIVITIESNone
        
        
        
        
        
        -
        
        
        -Net cash flows provided by (used in) investing activities
        
        -
        
        
        -CASH FLOWS FROM FINANCING ACTIVITIESProceeds from capital contributions
        
        
        
        -
        
        
        -
        
        
        -Proceeds from stock issuance
        
        
        
        -
        
        
        -
        
        
        -CASH RECONCILIATIONNet increase (decrease) in cash
        
        
        
        -
        
        
        -
        
        
        -Cash - beginning balance
        
        
        
        -
        
        
        -
        
        
        -CASH BALANCE - END OF PERIOD
        
        
        $
        -
        
        $
        -
        
        $
        -



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
of 1986, 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 stockholders 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 not 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 stockholders 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 stockholder 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 stockholders 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 Company is continuing its efforts to locate a merger candidate for the purpose of a merger. It is possible that the Company will
be successful in locating such a merger candidate and closing such merger. However, if the Company cannot effect a non-cash
acquisition, the Company may have to raise funds from a private offering of its securities under Rule 506 of Regulation D. There is
no assurance the Company would obtain any such equity funding.



Results of Operation



The Company did not have any operating income from inception through April 30, 2006. For the quarter ended April 30, 2006, the registrant recognized a net loss of $250 and for the period from inception through April 30, 2006, the registrant recognized a net less of $2,475. 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 April 30, 2006 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 of 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 Officer") 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
Officer 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 Officer= 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 April 30, 2006, covered by
this report to a vote of the Companys stockholders, 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: June 8, 2006
        By:
        /s/ Scott RaleighScott RaleighPresident