**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, 2007




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. 000-51193




**51147,
      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.)




520
      S.
      Snowmass Circle


Superior,
      Colorado 80027


(Address
      of Principal Executive Offices)




303-956-5821


(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 December 12, 2007: 21,625,000shares of common stock.

















**51147,
      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










1






**Item
      1. Financial Information**






**51147,
      INC.** **(A
        DEVELOPMENT STAGE COMPANY)**
 
 **FINANCIAL
        STATEMENTS**
 
 
 
 **AS
        OF OCTOBER 31, 2007**
 
 
 
 **51147,
        INC.**
 **(a
        development stage company)**
 **Financial
        Statements Table of Contents**
 
 
 
 
 FINANCIAL
        STATEMENTS                                                     
Page #
 
 
 Balance
        Sheet                                                                     
 F-1
 
 
 Statement
        of Operations and Retained
        Deficit                F-2
 
 
 Statement
        of Stockholders
        Equity                                    
F-3
 
 
 Cash
        Flow
        Statement                                                           F-4
 
 
 Notes
        to the Financial
        Statements                                   
F-5


**51147,
                    Inc.****(a
                    development stage company)****BALANCE
                    SHEET****As
                    of October 31, 2007 and January 31, 2007****ASSETS****CURRENT
                    ASSETS**
                
                **10/31/2007**
                
                
                **1/31/2007**Cash
                
                $
                -
                
                
                $
                -Total
                    Current Assets
                
                
                -
                
                
                
                -**TOTAL
                    ASSETS**
                
                $
                -
                
                
                $
                -**LIABILITIES
                    AND STOCKHOLDER'S EQUITY****CURRENT
                    LIABILITIES**Accrued
                    Expenses
                
                $
                5,625
                
                
                $
                4,125Total
                    Current Liabilities
                
                
                5,625
                
                
                
                4,125**TOTAL
                    LIABILITIES**
                
                
                5,625
                
                
                
                4,125**STOCKHOLDER'S
                    EQUITY**Common
                    Stock - Par
                    value $0.001;Authorized:
                    100,000,000Issued
                    and
                    Outstanding: 1,625,000
                
                
                1,625
                
                
                
                1,625Additional
                    Paid-In
                    Capital
                
                
                13,725
                
                
                
                13,725Accumulated
                    Deficit
                
                
                (20,975
                )
                
                
                (19,475
                )Total
                    Stockholder's Equity
                
                
                (5,625
                )
                
                
                (4,125
                )**TOTAL
                    LIABILITIES AND EQUITY**
                
                $
                -
                
                
                $
                -




The
        accompanying notes are an intergral part of these
        financial statements








F-1










**51147,
                  Inc.****(a
                  development stage company)****STATEMENT
                  OF OPERATIONS****For
                  the nine and three months ending October 31, 2007 and October 31,
                  2006,
                  and****from
                  inception (February 2, 2005) through October 31,
                  2007****9
                  MONTHS**
              
              
              **3
                  MONTHS**
              
              
              **9
                  MONTHS**
              
              
              **3
                  MONTHS****ENDING**
              
              
              **ENDING**
              
              
              **ENDING**
              
              
              **ENDING**
              
              
              **FROM****10/31/2007**
              
              
              **10/31/2007**
              
              
              **10/31/2006**
              
              
              **10/31/2006**
              
              
              **INCEPTION****REVENUE**
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -**COST
                  OF SERVICES**
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -**GROSS
                  PROFIT OR (LOSS)**
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -**GENERAL
                  AND ADMINISTRATIVE EXPENSES**
              
              
              1,500
              
              
              
              500
              
              
              
              16,250
              
              
              
              13,000
              
              
              
              20,975**NET
                  INCOME (LOSS)**
              
              
              (1,500
              )
              
              $
              (500
              )
              
              
              (16,250
              )
              
              $
              (13,000
              )
              
              
              (20,975
              )**ACCUMULATED
                  DEFICIT, BEGINNING BALANCE**
              
              
              (19,475
              )
              
              
              
              
              
              
              (2,225
              )
              
              
              
              
              
              
              -**ACCUMULATED
                  DEFICIT, ENDING BALANCE**
              
              $
              (20,975
              )
              
              
              
              
              
              $
              (18,475
              )
              
              
              
              
              
              $
              (20,975
              )**Earnings
                  (loss) per share**
              
              $
              (0.02
              )
              
              
              
              
              
              $
              (0.16
              )**Weighted
                  average number of common shares**
              
              
              100,000
              
              
              
              
              
              
              
              100,000




The
        accompanying notes are an intergral part of these
        financial statements






F-2






**51147,
                  Inc.****(a
                  development stage company)****STATEMENT
                  OF STOCKHOLDERS' EQUITY****From
                  inception (February 2, 2005) through October 31,
                  2007****COMMON**
              
              
              **PAID**
              
              
              **ACCUM.**
              
              
              **TOTAL****SHARES**
              
              
              **STOCK**
              
              
              **IN
                  CAPITAL**
              
              
              **DEFICIT**
              
              
              **EQUITY**Stock
                      Issued on acceptance
                    of
                      incorporation expenses
                    February
                      2, 2005
              
              
              100,000
              
              
              $
              100
              
              
              $
              -
              
              
              $
              -
              
              
              $
              100Net
                  Loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (2,225
              )
              
              
              (2,225
              )Total,
                  January 31, 2006
              
              
              100,000
              
              
              
              100
              
              
              
              -
              
              
              
              (2,225
              )
              
              
              (2,125
              )Stock
                        Issued on acceptance
                      of
                        expenses paid
                      July
                        30, 2006
              
              
              275,000
              
              
              
              275
              
              
              
              2,475
              
              
              
              -
              
              
              
              2,750Stock
                  Issued on acceptance
                of
                  expenses paid
                August
                  15, 2006
              
              
              1,250,000
              
              
              
              1,250
              
              
              
              11,250
              
              
              
              -
              
              
              
              12,500Net
                  Loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (17,250
              )
              
              
              (17,250
              )Total,
                  January 31, 2007
              
              
              1,625,000
              
              
              
              1,625
              
              
              
              13,725
              
              
              
              (19,475
              )
              
              
              (4,125
              )Net
                  Loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (1,500
              )
              
              
              (1,500
              )Total,
                  October 31, 2007
              
              
              1,625,000
              
              
              $
              1,625
              
              
              $
              13,725
              
              
              $
              (20,975
              )
              
              $
              (5,625
              )




The
      accompanying notes are an intergral part of these
      financial statements






F-3






**51147,
                    Inc.****(a
                    development stage company)****STATEMENTS
                    OF CASH FLOWS****For
                    the nine months ending October 31, 2007 and October 31, 2006,
                    and****from
                    inception (February 2, 2005) through October 31,
                    2007****9
                    MONTHS**
                
                
                **9
                    MONTHS****ENDING**
                
                
                **ENDING**
                
                
                **FROM****CASH
                    FLOWS FROM OPERATING ACTIVITIES**
                
                **10/31/2007**
                
                
                **10/31/2006**
                
                
                **INCEPTION**Net
                    income (loss)
                
                $
                (1,500
                )
                
                $
                (16,250
                )
                
                $
                (20,975
                )Stock
                    issued as compensation
                
                
                -
                
                
                
                15,250
                
                
                
                15,350Increase
                    (Decrease) in Accrued Expenses
                
                
                1,500
                
                
                
                1,000
                
                
                
                5,625Total
                    adjustments to net income
                
                
                1,500
                
                
                
                16,250
                
                
                
                20,975Net
                    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 intergral part of these
        financial statements








F-4




**51147,
        Inc.**
 **(a
        development stage company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 1.   Summary
        of significant accounting policies:
  Industry:
  51147,
        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
 
  **51147,
          Inc.**
 **(a
          development stage company)**
 **NOTES
          TO FINANCIAL STATEMENTS**
  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.
 
 On
        June
        30, 2007, the Company issued 275,000 shares at $0.01 per share to its President
        in acceptance of travel and administrative expenses paid on behalf of the
        Company. (note 8)
 
 On
        August
        15, 2007, the Company issued 1,250,000 shares at $0.01 per share to its President
        in acceptance of travel and administrative expenses paid on behalf of the
        Company. (note 8)
   F-6
  **51147,
          Inc.**
 **(a
          development stage company)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 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.
 
 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.
 
 On
        July
        30, 2006, the Company issued 275,000 shares of common stock at $0.01 for a
        value
        of $2750.  The shares were issued to a related party in acceptance of
        expenses paid
        on
        behalf of the Company. (note 2)
 
 On
        August
        15, 2006, the Company issued 1,250,000 shares of common stock at $0.01 for a
        value
        of $12,500.  The shares were issued to a related party in acceptance
        of expenses paid
        on
        behalf of the Company. (note 2)
  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.
   F-7
  **51147,
          Inc.**
 **(a
          development stage company)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 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.
 
 11. Income
        Taxes:
 
 The
        Company has a net operating loss carryforward of $20,975 that will expire
        20
        years after the years generated.  The loss generated for the year
        2005, 2006 and 2007 was $2,225, $17,250 and $1,500, respectively.
 
 The
        Company has available net operating loss carry-forwards for financial statement
        and federal income tax purposes. These loss carry-forwards expire if not
        used
        within 20 years from the year generated. The Company's management has decided
        a
        valuation allowance is necessary to reduce any tax benefits because the
        available benefits are more likely than not to expire before they can be
        used.
 
 The
        Company's management determines if a valuation allowance is necessary to
        reduce
        any tax benefits when the available benefits are more likely than not to
        expire
        before they can be used.  The tax based net operating losses create
        tax benefits in the amount of $4,195 from inception through October 31,
        2007.
 
 Deferred
        income taxes reflect the net tax effects of temporary differences between
        the
        carrying amounts of assets and liabilities for financial statement purposes
        and
        the amounts used for income tax purposes. Significant components of the
        Company's deferred tax liabilities and assets as of October 31, 2007 are
        as
        follows:
 
 Deferred
        tax assets:
 Federal
        net operating
        loss     $  3,146
 State
        net operating
        loss        1,049
 
 Total Deferred Tax
        Asset          4,195
 Less
        valuation
        allowance        (4,195)
 0
 
 The
        reconciliation of the effective income tax rate to the federal statutory
        rate is
        as follows:
 
 
 Federal
        income tax
        rate                    
15.0%
 State
        tax, net of federal
        benefit         5.0%
 Increase
        in valuation
        allowance    (20.0%)
  Effective
        income tax
        rate                   
 0.0%
  12.  Subsequent
          Events:
 
 On
          November 1, 2007, the Company issued 15,000,000 shares at $0.001 per share
          to
          its principle officer as compensation for services.  In addition,
          5,000,000 shares at $0.001 per share were issued to other consulting
          professionals for their services through August 31, 2007.
 
 The
          Company’s management is presently conducting an offering of common stock
          pursuant to an exemption from registration at Regulation D Rule 506 of
          the
          Securities Act of 1933.  This offering is expected to close before the
          end of 2007 and the offering is for the sale of 6,000,000 shares at $0.025
          per
          share for a maximum offering of $150,000.




F-8










**Item
        2.**Management’s
        Discussion and Analysis of Financial Conditions and Results**of
        Operations******




The
      following information specifies certain forward-looking statements of management
      of the Company.  Forward-looking statements are statements that estimate
      the happening of future events and not based on historical fact. 
Forward-looking statements may be identified by the use of forward-looking
      terminology such as, “may,” “shall,” “could,” “expect,” “estimate,”
“anticipate,” “predict,” “probable,” “possible,” “should,” “continue,” or
      similar terms, variations of those terms or the negative of those terms. 
The forward-looking statements specified in the following information have
      been
      compiled by our management and considered by management to be reasonable. 
Our future operating results, however, are impossible to predict and no
      representation, guaranty or warranty is to be inferred from those
      forward-looking statements.




The
      assumptions used for purposes of the forward-looking statements specified in
      the
      following represent estimates of future events and are subject to uncertainty
      as
      to possible changes in economic, legislative, industry and other
      circumstances.  The identification and interpretation of data and other
      information and their use in developing and selecting assumptions among
      reasonable alternatives require the exercise of judgment.





To
      the
      extent that the assumed events do not occur, the outcome may vary substantially
      from anticipated or projected results, and accordingly, no opinion is expressed
      on the achievability of these forward-looking statements.  No assurance can
      be given that the assumptions relating to the forward-looking statements in
      the
      following information are accurate, and we assume no obligation to update any
      such forward-looking statements.




**I.Overview**





The
      Company was incorporated in the state of Delaware as of February 2, 2005. It
      was
      incorporated in order to locate and negotiate with a business entity for the
      combination of that target company with The Company. The Company will leverage
      the talents of its sole executive and will implement its business plan as a
      business partner with an active company in the Financial Public Relations market
      (the “Plan”), i.e. assisting it clients in their IPO and other types of fund
      raising activities (the “Affiliated Partner(s)”).





In
      doing
      so, the Company will **not need to merge** into nor will it be
      required to acquire clients or services in order to engage in active business.
      The Company will establish its initial offices in Shenzhen, China and expand
      into emerging markets in Asia.





The
      comprehensive scope of the Company’s professional services (the “Plan of
      Operations”) will include:





l
            Professional
                strategic analysis and
                recommendation;


l
            Formulation
                of overall promotion strategy;


l
            Execution
                of investor relations campaigns;


l
            Formulation
                of media promotion strategy;


l
            Road
                show organization;


l
            Formulation
                of contingency solutions;


l
            Preparation
                of corporate promotional materials.





Michael
      Zahorik is the sole officer and director, and has an operational background
      in
      the legal, securities, financial and corporate industries. Mr. Zahorik has
      been
      actively consulting in Asia since 1989 and is managing director of Zahorik
      Professional Group. Mr. Zahorik has extensive knowledge, contacts and a
      professional network in the corporate and financial services industry within
      Hong Kong, Mainland China and other emerging markets, including, Macau,
      Malaysia, Philippines, Singapore, Thailand and Vietnam (collectively, but not
      exclusively, the “Emerging Markets”).






2






The
      financial statements included elsewhere in this prospectus have been prepared
      in
      conformity with generally accepted accounting principles in the United States,
      which contemplates continuation as a going concern.  However, we have not
      generated any operating revenue, expect to generate operating losses during
      some
      or all of our planned development stages, and have a negative cash flow from
      operations, which raises substantial doubt about our ability to continue as
      a
      going concern. In view of these matters, our ability to continue as a going
      concern is dependent upon our ability to meet our financial requirements, raise
      additional capital, and the success of our future operations.





**II.Plan
      of
      Operations**





During
      the next thirty six months, we expect to take the following steps in connection
      with the further development of our business and the implementation of our
      Plan
      of Operations:





**Stage
      1 - Market Research, Corporate Formation and Public Listing
      (present)**





We
      are
      presently in our first stage of the Plan of Operations. This phase is estimated
      to be completed in the next 3-6 months. During this time, we are establishing
      our corporate existence as a publicly held corporation, including preparation
      and filing of SB-2 and 15C-211, raising founder capital, and undertaking certain
      market research to identify a lack of service or consulting need (the
“Identified Services”) in the Emerging Markets. Travel, legal and accounting
      expenses have been estimated at $20,500 for this Stage.





We
      expect
      to operate at a loss during Stage 1 as there will be no revenues to the Company.
      During this stage, office space, equipment, and administrative services has
      been
      provided by ZPG at no direct cost to the Company. No salaried employees have
      been engaged, and only certain expenses will be paid by the Company or
      reimbursed during Stages 1 and 2. Mr. Zahorik will be the Company’s only
      officer, and he will provide the resources (principally, Company shares) to
      execute our Plans in this stage. Mr. Zahorik may engage the services of other
      trades and professionals in furtherance of the Plan of Operations. The Company
      Board has authorized shares of the Company to be issued in lieu of salaried
      compensation and advanced Company expenses.





**Stage
      2 - Identification of Service Partner Affiliation (6-12
      months)**





Simultaneously
      with the latter events of Stage 1, we have initiated discussions with numerous
      potential service Affiliated Partner(s) participating in the Identified
      Services.  In this Stage 2, we will formally enter into affiliation
      agreements to provide the Company’s unique services to the clients of the
      Affiliated Partner(s) and will prepare a consolidated and revised plan of
      operations to include the Affiliated Partner(s) clients and
      services.





We
      expect
      to operate at a loss during Stage 2. Mr. Zahorik will substantially utilize
      Company shares to fund the merger transaction. During this stage, we will incur
      on-going accounting and legal regulatory expenses for quarterly and annual
      governmental filings. Travel and legal, accounting and corporate regulatory
      expenses have been budgeted at $24,000.





**Stage
      3 – Expansion of Services and Geographic Coverage (12-36
      months)**




Contingent
      on the successful completion of Stages 1 and 2, and a proposed capital raise
      to
      finance Stage 3, we plan to aggressively expand our operation and business.
      This
      phase of development is planned to be completed in 12 to 36 months. The Company
      will then expand its service offerings and geographic coverage through
      establishment of new offices, partnerships, affiliations and/or acquisition
      of
      companies offering the Identified Services within the Emerging Markets (the
      “Expansion”). We intend to establish the Identified Services with management
      capable of executing our Plan of Operations.





The
      following table shows the Company’s anticipated position during Stage
      3.









3


***Services*****Country***
            *Financial   PR*
            *Company*
              *Secretary*
            *Financial*
              *Advisory*
            *Audit*
            *Tax*Greater  China
            ü
            ü
            ü
            ü
            üSingapore
            ü
            ü
            ü
            ü
            üVietnam
            ü
            ü
            ü
            ü
            üThailand
            ü
            ü
            ü
            ¡
            ¡Malaysia
            ü
            ü
            ü
            ¡
            ¡Philippines
            ü
            ü
            ü
            ¡
            ¡




ü
      - Services to be
      developed in the region with concrete plan.


¡
      - Services to be
      developed when market conditions are favorable.


*   -
      Established criteria for cities within the Emerging Markets
      includes:


1.
      GDP in
      excess of $5 billion USD (or increasing an average of 20% or
      greater);


2.
      Imports and Exports increasing an average of 20% or greater;


3.
      Annual
      foreign investment of $500 million USD, or increasing 25% annually;


4.
      Adequate transportation and manufacturing infrastructure;


5.
      Governmental policy favoring and promoting growth.





Stage
      3
      is designed to begin leveraging the existing client’s of the Affiliated
      Partner(s) and establishing cash flow and operating profit. In Stage 3, we
      will
      integrate much of the Affiliated Partner(s) infrastructure and operating
      synergies in order to expedite and reduce duplicate structure. In doing so,
      we
      will realize revenue and will attract modest levels of revenue from new business
      resulting from the Expansion. For Stage 3, travel, legal, accounting and
      corporate regulatory expenses have been budgeted at $60,000, and expenses
      related to Expansion costs are estimated at $58,000, for a total of
      $138,000.





During
      Stage 3, office space, equipment, and administrative services and expenses
      will
      principally be provided by the Company from core operations. To the extent
      fiscally reasonable, certain travel, legal and accounting expenses will be
      paid,
      or reimbursed in advance. Mr. Zahorik and/or other trade professionals may
      be
      formally engaged in furtherance of the Plan of Operations. Under this
      arrangement, Mr. Zahorik may engage the services of others trades and
      professionals in furtherance of the Plan of Operations and will seek the Company
      Board’s approval to issue Company shares as partial compensation.





The
      Company anticipates certain capital requirements related to Expansion. Capital
      requirements (exclusive of capital requirements of Target) are estimated to
      be
      approximately $ 110,000 and would be allocated as follows:





***Stage
                3 Expansion Capital Requirements****Computing
                &*
              *Comm.*
            
            
            *Registration*
              *Licenses
                & Permits*
            
            
            *Office*
              *Equip.*
            
            
            *Local*
              *Consultancy*
            
            
            *IP
                &*
              *Intangibles*China
                (3)
            
            $
            15,000
            
            
            $
            2,500
            
            
            $
            2,500
            
            
            $
            2,500
            
            
            $
            10,500Singapore
                (1)
            
            
            10,000
            
            
            
            2,500
            
            
            
            2,500
            
            
            
            2,500
            
            
            
            7,500Vietnam
                (1)
            
            
            7,500
            
            
            
            2,500
            
            
            
            2,500
            
            
            
            2,500
            
            
            
            5,000Thailand
                (1)
            
            
            7,500
            
            
            
            1,500
            
            
            
            2,500
            
            
            
            1,500
            
            
            
            2,500Malaysia
                (1)
            
            
            7,500
            
            
            
            1,500
            
            
            
            2,500
            
            
            
            1,500
            
            
            
            2,500Philippines
                (1)
            
            
            7,500
            
            
            
            1,500
            
            
            
            2,500
            
            
            
            1,500
            
            
            
            2,500**Total**
            
            **$**
            **50,000**
            
            
            **$**
            **12,000**
            
            
            **$**
            **15
                ,000**
            
            
            **$**
            **12,000**
            
            
            **$**
            **30,500**







**III. Results
      of
      Operations**




The
      Company did not have any operating income from inception through October 31,
      2007.  For the quarter ended October 31, 2007, the registrant
      recognized a net loss of $500 and for the period from inception through October
      31, 2007, the registrant recognized a net less of $20,975. Some general and
      administrative expenses during the quarter were accrued. Expenses for the
      quarter were comprised of costs mainly associated with travel, legal and
      accounting.







**IV.Capital
      Resources and
      Liquidity**




As
      of
      October 31, 2007, we had $0 in cash. Our general and administrative expenses
      are
      budgeted at $36,000 for the next 12 months.  We are presently
      conducting an offering of common stock pursuant to an exemption from
      registration at Regulation D Rule 506 of the Securities Act of
      1933.  This offering is expected to close before the end of 2007 and
      the offering is for the sale of 6,000,000 shares at $0.025 per share for a
      maximum offering of $150,000. We anticipate that our operational, general &
administrative, legal and accounting expenses for the next twelve months will
      be
      $44,500. We do not anticipate the purchase or sale of any significant equipment
      outside of personal computing, mobile and organizational tools. If adequate
      financing is raised, we may add additional management/consultant
      personnel.






4







We
      believe we can satisfy our cash requirements for the next twelve months with
      our
      current cash, shareholder advances, Company shares, completion of our Regulation
      D offering and expected revenues. However, completion of our Plan of Operations
      is subject to attaining adequate revenue. We cannot assure investors that
      adequate revenues will be generated. In the absence of our projected revenues,
      we may be unable to proceed with our Plan of Operations. Even without adequate
      revenues within the next twelve months, we still anticipate being able to
      continue with our present activities, but we may require additional
      financing.




The
      foregoing represents our best estimate of our cash needs based on current
      planning and business conditions. The exact allocation, purposes and timing
      of
      any monies raised in subsequent private financings may vary significantly
      depending upon the exact amount of funds raised and our progress with the
      execution of our Plan of Operations.




In
      the event we are not successful in reaching our initial revenue
      targets, additional funds may be required, and we may not be able to proceed
      with our business plan for the development of the Identified Services. Should
      this occur, we would likely seek additional financing to support the continued
      operation of our business. It is foreseeable that we could continue to incur
      future operating losses.





**V. Revenue
      Recognition**





The
      Company recognizes revenue when the account or client is billed by the
      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.





Recent
      Accounting Pronouncements




In
      September 2006, the FASB issued SFAS No. 157, “*Fair Value
      Measurements*”. The objective of SFAS 157 is to increase consistency and
      comparability in fair value measurements and to expand disclosures about fair
      value measurements. SFAS 157 defines fair value, establishes a framework for
      measuring fair value in generally accepted accounting principles, and expands
      disclosures about fair value measurements. SFAS 157 applies under other
      accounting pronouncements that require or permit fair value measurements and
      does not require any new fair value measurements. The provisions of SFAS No.
      157
      are effective for fair value measurements made in fiscal years beginning after
      November 15, 2007. The adoption of this statement is not expected to have a
      material effect on the Company's future reported financial position or results
      of operations.





In
      February 2007, the Financial Accounting Standards Board (FASB) issued SFAS
      No.
      159, “*The Fair Value Option for Financial Assets and Financial Liabilities -
      Including an Amendment of FASB Statement No. 115*”. This statement permits
      entities to choose to measure many financial instruments and certain other
      items
      at fair value. Most of the provisions of SFAS No. 159 apply only to entities
      that elect the fair value option. However, the amendment to SFAS No. 115
“*Accounting for Certain Investments in Debt and Equity Securities*”
applies to all entities with available-for-sale and trading securities.
      SFAS No.
      159 is effective as of the beginning of an entity’s first fiscal year that
      begins after November 15, 2007. Early adoption is permitted as of the beginning
      of a fiscal year that begins on or before November 15, 2007, provided the entity
      also elects to apply the provision of SFAS No. 157, “*Fair Value
      Measurements”.* The adoption of this statement is not expected to have a
      material effect on the Company's 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.








5










**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.Unregistered
        Sales of Equity Securities and Use of
        Proceeds.**




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, 2007, 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










6










**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.




**51147,
                Inc.**Registrant




Date:
        December 14, 2007
  By:
*/s/
          Michael Zahorik*
 Michael
          Zahorik
 President