**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 October 31, 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 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. Yes x No o




Indicate
      by check mark whether the registrant is a shell company as defined in Rule
      12b-2
      of the Exchange Act.


Yes x No o




State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of December 13, 2006: 100,000 shares of common stock.































**51146,
      Inc.**


**(a
      development stage company)**




**FINANCIAL
      STATEMENTS**




**INDEX**




**Part
      I-- FINANCIAL INFORMATION**




Item
                1.
            Financial
                StatementsItem
                2.
            Management’s
                Discussion and Analysis of Financial ConditionItem
                3.
            Control
                and Procedures




**PART
      II-- OTHER INFORMATION**




Item
                1.
            Legal
                ProceedingsItem
                2.
            Changes
                in SecuritiesItem
                3.
            Defaults
                Upon Senior SecuritiesItem
                4.
            Submission
                of Matters to a Vote of Security HoldersItem
                5.
            Other
                InformationItem
                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 nine
      months ended October 31, 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)**
 
 
 **FINANCIAL
        STATEMENTS**
 
 
 
 
 
 
 
 **AS
        OF OCTOBER 31, 2006**
 
 
 
 51146,
        Inc.
 (a
        development stage company)
 Financial
        Statements Table of Contents
 
 FINANCIAL
                    STATEMENTS
                Page
                    #Balance
                    Sheet
                F-1Statement
                    of Operations and Retained Deficit
                F-2Statement
                    of Stockholders Equity
                F-3Cash
                    Flow Statement
                F-4Notes
                    to the Financial Statements
                F-5
   
  **51146,
                    Inc.****(a
                    development stage company)****BALANCE
                    SHEET****As
                    of October 31, 2006****ASSETS****CURRENT
                    ASSETS**
                
                **10/31/2006**
                
                **1/31/2006**Cash
                
                
                -
                
                
                -Total
                    Current Assets
                
                
                -
                
                
                -**TOTAL
                    ASSETS**
                
                $
                -
                
                $
                -**LIABILITIES
                    AND STOCKHOLDERS' EQUITY****CURRENT
                    LIABILITIES**Accrued
                    Expenses
                
                $
                2,875
                
                $
                2,125Total
                    Current Liabilities
                
                
                2,875
                
                
                2,125**TOTAL
                    LIABILITIES**
                
                $
                2,875
                
                $
                2,125**STOCKHOLDERS'
                    EQUITY**Common
                    Stock - Par value $0.0001;Authorized:
                    100,000,000Issued
                    and Outstanding: 100,000
                
                
                100
                
                
                100Additional
                    Paid-In Capital
                
                
                -
                
                
                -Accumulated
                    Deficit
                
                
                (2,975
                )
                
                (2,225
                )Total
                    Stockholders' Equity
                
                
                (2,875
                )
                
                (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 OPERATIONS****For
                    the nine and three months ending October 31, 2006 and 2005,
                    and****from
                    inception (February 2, 2005) through October 31,
                    2006****9
                    MONTHS**
                
                **3
                    MONTHS**
                
                **9
                    MONTHS**
                
                **3
                    MONTHS****ENDING**
                
                **ENDING**
                
                **ENDING**
                
                **ENDING**
                
                **FROM****10/31/2006**
                
                **10/31/2006**
                
                **10/31/2005**
                
                **10/31/2005**
                
                **INCEPTION****REVENUE**
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -**COST
                    OF SERVICES**
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -**GROSS
                    PROFIT OR (LOSS)**
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -**GENERAL
                    AND ADMINISTRATIVE EXPENSES**
                
                
                750
                
                
                250
                
                
                1,300
                
                
                325
                
                
                2,975**NET
                    INCOME (LOSS)**
                
                
                (750
                )
                $
                (250
                )
                
                (1,300
                )
                $
                (325
                )
                
                (2,975
                )**ACCUMULATED
                    DEFICIT, BEGINNING BALANCE**
                
                
                (2,225
                )
                
                
                
                
                -
                
                
                
                
                
                -**ACCUMULATED
                    DEFICIT, ENDING BALANCE**
                
                $
                (2,975
                )
                
                
                
                $
                (1,300
                )
                
                
                
                $
                (2,975
                )**Earnings
                    (loss) per share**
                
                $
                (0.01
                )
                
                
                
                $
                (0.01
                )**Weighted
                    average number of common shares**
                
                
                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' EQUITY****From
                    inception (February 2, 2005) through October 31,
                    2006****COMMON**
                
                **ACCUM.**
                
                **TOTAL****SHARES**
                
                **STOCK**
                
                **DEFICIT**
                
                **EQUITY**Stock
                    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
                
                
                -
                
                
                -
                
                
                (750
                )
                
                (750
                )Total,
                    October 31, 2006
                
                
                100,000
                
                $
                100
                
                $
                (2,975
                )
                $
                (2,875
                )
  The
          accompanying notes are an integral part of these financial
          statements.
    F-3
   **51146,
                    Inc.****(a
                    development stage company)****STATEMENTS
                    OF CASH FLOWS****For
                    the nine months ending October 31, 2006 and 2005,
                    and****from
                    inception (February 2, 2005) through October 31,
                    2006****9
                    MONTHS**
                
                **9
                    MONTHS****ENDING**
                
                **ENDING**
                
                **FROM****CASH
                    FLOWS FROM OPERATING ACTIVITIES**
                
                **10/31/2006**
                
                **10/31/2005**
                
                **INCEPTION**Net
                    income (loss)
                
                $
                (750
                )
                $
                (1,300
                )
                $
                (2,975
                )Stock
                    issued as compensation
                
                
                -
                
                
                100
                
                
                100Increase
                    (Decrease) in Accrued Expenses
                
                
                750
                
                
                1,200
                
                
                2,875Total
                    adjustments to net income
                
                
                750
                
                
                1,300
                
                
                2,975Net
                    cash provided by (used in) operating activities
                
                
                -
                
                
                -
                
                
                -**CASH
                    FLOWS FROM INVESTING ACTIVITIES**None
                
                
                -
                
                
                -
                
                
                -Net
                    cash flows provided by (used in) investing activities
                
                
                -
                
                
                -
                
                
                -**CASH
                    FLOWS FROM FINANCING ACTIVITIES**None
                
                
                -
                
                
                -
                
                
                -Net
                    cash flows provided by (used in) financing activities
                
                
                -
                
                
                -
                
                
                -**CASH
                    RECONCILIATION**Net
                    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 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
 
 11. Income
        Taxes:
 
 The
        Company has a net operating loss carryforward of $2,975 that will expire
        20
        years after the year generated. The loss generated for the year 2005 of $2,225
        will expire in the year 2025 if not used. The loss generated in 2006 of $750
        will expire in 2026.







F-8


**Item
      2.**  **Management’s
      Discussion and Analysis of Financial Conditions and Results of
      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 October 31,
      2006. For the quarter ended October 31, 2006, the registrant recognized a net
      loss of $250 and for the period from inception through October 31, 2006, the
      registrant recognized a net less of $2,975. 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
      October 31, 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 October 31, 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.**RegistrantDate:
                December 13, 2006
            By:
            */s/
                Scott Raleigh*Scott
                RaleighPresident