UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-KSB



[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934



For the fiscal year ended December 31, 2004



[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND

EXCHANGE ACT OF 1934



For the transition period from _____ to_____



Commission File No. 000-50366



Conscious Intention, Inc.



(Name of Small Business Issuer as specified in its charter)





|Nevada                          |  | 94-3409449         
|------------------------------- |  | -------------------
|(State or other jurisdiction of |  | (I.R.S. Employer   
|incorporation or organization)  |  | Identification No.)





|210 Mountain Park Blvd. SW               |  |           
|---------------------------------------- |  | ----------
|Suite F204                               |  |           
|Issaquah, WA                             |  | 98027     
|(Address of principal executive offices) |  | (Zip Code)





(425) 557-6622

(Telephone Number)





Securities to be registered under Section 12(b) of the Act: None



Securities registered under Section

12(g) of the Act:

Common Stock, $0.001 par value

(Title of Class)



Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X] YES [ ] NO



Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. []



State the issuer's revenues for its most recent fiscal year. $0



1



State the aggregate market value of the voting and non-voting common equity held

by non-affiliates computed by reference to the price at which the stock was

sold, or the average bid and asked price of such, as of a specified date within

the past 60 days: $14,000 based on the price at which the stock was sold.



State the number of shares outstanding of each of the Issuer's classes of common

equity, as of the latest practicable date. 4,020,000 common stock shares, par

value $0.001, as of December 31, 2004.





DOCUMENTS INCORPORATED BY REFERENCE

NONE



Transitional Small Business Disclosure Format YES [ ] NO [X]





2





TABLE OF CONTENTS



FORWARD-LOOKING STATEMENTS ..............................................  4



PART I

ITEM 1.       DESCRIPTION OF BUSINESS....................................  4



ITEM 2.       DESCRIPTION OF PROPERTY....................................  6



ITEM 3.       LEGAL PROCEEDINGS..........................................  6



ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF



SECURITY HOLDERS...........................................  6





PART II.



ITEM 5.       MARKET FOR COMMON EQUITY AND RELATED



STOCKHOLDER MATTERS........................................  6



ITEM 6.       MANAGEMENT'S DISCUSSION AND ANALYSIS OR



PLAN OF OPERATION..........................................  7



ITEM 7.       FINANCIAL STATEMENTS.......................................  9



ITEM 8.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE..................... 12



ITEM 8A.      CONTROLS AND PROCEDURES.................................... 12



ITEM 8B.      OTHER INFORMATION ......................................... 12



PART III



ITEM 9.       DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS

AND CONTROL PERSONS; COMPLIANCE WITH

SECTION 16(a)OF THE EXCHANGE ACT........................... 13



ITEM 10.      EXECUTIVE COMPENSATION..................................... 14



ITEM 11.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL



OWNERS AND MANAGEMENT...................................... 17



ITEM 12.      CERTAIN RELATIONSHIPS AND RELATED



TRANSACTIONS............................................... 18



ITEM 13.      EXHIBITS AND REPORTS ON FORM 8-K........................... 19



ITEM 14.      PRINCIPAL ACCOUNTANT FEES AND SERVICES..................... 19

3



FORWARD-LOOKING STATEMENTS



In addition to historical information, this Report contains forward-looking statements. Such forward-looking statements are generally accompanied by words such as "intends," "projects," "strategies," "believes," "anticipates," "plans," and similar terms that convey the uncertainty of future events or outcomes. The forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in ITEM 6 of this Report, the section entitled "MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION." Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof and are in all cases subject to the Company's ability to cure its current liquidity problems. There is no assurance that the Company will be able to generate sufficient revenues from its current business activities to meet day-to-day operation liabilities or to pursue the business objectives discussed herein.



The forward-looking statements contained in this Report also may be impacted by future economic conditions. Any adverse effect on general economic conditions and consumer confidence may adversely affect the business of the Company.



Conscious Intention, Inc. undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Readers should carefully review the risk factors described in other documents the Company files from time to time with the Securities and Exchange Commission, including without limitation those identified in the "Risk Factors" section of the Company's Registration Statement filed with the Securities and Exchange Commission (the "SEC") on May 14, 2003 on Form SB-2/A.



PART I.



ITEM 1. DESCRIPTION OF BUSINESS.



BUSINESS DEVELOPMENT



Conscious Intention is a development stage company.  From inception through March 1, 2005, the Company was engaged in the business of developing executive coaching support materials to be sold on line.  We believed that this plan would provide a needed resource for coaches and we had great hopes for realizing this vision, hopes which required financing.  Although we made efforts toward obtaining financing, we were never able to obtain sufficient financing to develop our product line.  Because our chief executive officer has concluded that further efforts to seek financing for the executive coaching business would not be fruitful, she decided to abandon this business line.  The Company has ceased to explore this business line as of March 31, 2005 and currently has no business and no assets, other than the plan to seek a business combination that might benefit shareholders.



History and form of organization



Conscious Intention, Inc. is a development stage Nevada corporation formed

on October 12, 2001 for the purpose of developing and commercializing on-line

products and support systems for executive coaches. The Company was not successful in attracting customers, obtaining financing or building products in this field.  The Company ceased to explore this business line in March 31, 2005 and currently has no business and no assets, other than the plan to seek a business combination that might benefit shareholders.



4



Conscious Intention's principal products and services



Conscious Intention is not currently providing any products or services.  The Company has no present intention to provide any product or service.





Distribution and marketing methods



The Company does not distribute or market any products or services.





Status of products and services



The Company has never completed any products or services and has no present intention to do so.





Business Combination



We are actively evaluating opportunities for growth through a business combination. There can be no assurance that, even if we desired such a business combination, it would be available under suitable terms and conditions.





Revenues



Conscious Intention has derived no revenue to date. The Company has no plans to develop revenues other than through a business combination.





Competitive conditions, competitive position and methods of competition



As the Company is not currently engaged in any line of business, it does not currently have a competitive position.





Dependence on one customer



The Company has no customers and has no present intention of having customers other than through a business combination.





Research and development



We have not spent any money on research and development to date. We have no present intention of spending any monies on research and development.





Proprietary rights and licensing



Other than some preparatory materials developed by our Chief Executive Officer Sylva Leduc and related to our coaching business, which we have abandoned, we have no intellectual property.   We believe that the preparatory materials which we do possess have no value since we have abandoned that business line.



5



Regulatory environment



As we are not currently engaged in any specific business, we are subject only to the regulations that normally apply to any Nevada corporation.





Employees and consultants



As of March 1, 2004, we had 1 part-time employee. We do not have any written employment agreement with our employee. We believe that our relationship with our employee is good. No amounts are due to our employee, now or in the future, for services already provided.





ITEM 2. DESCRIPTION OF PROPERTY.



We are currently hosted out of the residence of our chief executive officer in Issaquah, Washington. We believe that these existing facilities are adequate to meet our current, foreseeable requirements or that suitable additional or substitute space will be available on commercially reasonable terms.





ITEM 3. LEGAL PROCEEDINGS.



The Company is not involved in any legal proceedings.





ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.



No matters were submitted during the fourth quarter of the fiscal year covered by this Report to a vote of security holders, through the solicitation of proxies or otherwise.





PART II.



ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.



There is no trading market for our common stock at present and there has been no trading market to date. Management has not undertaken any discussions with any prospective market maker concerning the participation in the aftermarket for our securities and management does not presently intend to initiate any discussions. We cannot guarantee that a trading market will ever develop or if a market does develop, that it will continue.



As of December 31, 2004 there are:



 no options outstanding to purchase shares of our common stock;

 no options to purchase our common stock that are authorized and available for grant;

 no shares that are currently eligible for sale under Rule 144;

 29 holders of record of our shares of common stock;

 no dividends that have been paid on our common stock to date; and

 no plans to pay dividends on our common stock in the foreseeable future.



The Securities and Exchange Commission has adopted a rule that established the definition of a "penny stock," for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person's account for transactions in penny stocks; and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must (i) obtain financial information

6



and investment experience and objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination; and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stock in both public offering and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. As a result, if trading in our common stock is determined to be subject to the above rules, a stockholder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of, our securities.



Where you can find additional information



For further information with respect to us and our common stock, we refer you to the registration statement and the exhibits and schedule that were filed with our registration statement SB-2/A, filed on May 14, 2003.



In addition, in accordance with the requirements of the Securities Exchange Act of 1934, we file periodic reports and other information with the Securities and Exchange Commission. These periodic reports and other information will be available for inspection and copying at the regional offices, public reference facilities and website of the Securities and Exchange Commission referred to above, at www.sec.gov.



You may read and copy all materials, which we file with the Securities and Exchange Commission at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.





ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.



The following discussion and analysis of our financial condition and results of our operations should be read in conjunction with our financial statements and related notes appearing elsewhere in this report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements.



Overview



We currently have no full-time employees, one part time employee, no cash, no customers and are not engaged in any business at present other than to seek a business combination.



We were previously engaged from inception through March 31, 2005 as a development stage company that desired to provide services to executive coaches, small business owners and professionals. We abandoned this business on March 31, 2005.  Currently, we have no business, customers or employees and are actively seeking a business combination.



There can be no assurance that we will be successful in finding an appropriate business combination.   If our Chief Executive Officer should abandon this effort

7



to find a business combination, we will completely cease operations, resulting in a total loss of investment for all shareholders.



We have no revenues nor do we have any present plan to achieve revenues other than the search for an appropriate business combination.



Sales and marketing. We expect to have no sales and marketing expenses.



General and administrative. General and administrative expenses were $17,696 during the year ended December 31, 2004 and $34,470 during the year ended December 31, 2003. General and administrative expenses decreased during the year ended December 31, 2004 as compared to the comparable fiscal 2003 period due mainly to the lower accounting and legal fees due to having completed the filings for our offering.



Financial Condition

For the year ended December 31, 2004, Conscious Intention had a net loss of $17,696 while for the year ended December 31, 2003, the Company had a net loss of $34,440. Also, for the period ended December 31, 2004, the Company had a working capital deficit of $47,142 while for the period ended December 31, 2003, the Company had a working capital deficit of $29,446.



Conscious Intention's current financial condition is extremely serious.

Although our chief executive officer is currently willing to seek a business combination without a salary, there can be no assurance that she will continue to do so.  Without loans from our chief executive officer to cover our legal, accounting and other expenses, we will be forced to close the corporation.



Liquidity and capital resources



Net cash used in operating activities for the year ended December 31, 2004 and 2003 was $7,088 and $12,425 respectively. As of December 31, 2004 and 2003, we had $0 and $88 in cash, respectively. Net cash used in operating activities for the year ended December 31, 2004 was primarily the result of a net loss and a decrease in accounts payable offset by recognition of deferred offering costs. Net cash used in operating activities for the year ended December 31, 2002 was primarily the result of a net loss offset by an increase in accounts payable.



Net cash provided by financing activities was $7,000 for the year ended December 31, 2004. Net cash used in financing activities was $12,500 for the year ended December 31, 2003. Net cash provided by financing activities for the year ended December 31, 2004 was the result of proceeds from a loan from a related party. Financing activities for the year ended December 31, 2003 were attributable proceeds from payable to a related party, and proceeds from the sale of common stock.



As of December 31, 2004 our principal commitments consisted of our obligations outstanding under accounts payable. We have no material commitments for capital expenditures. We expect no significant capital expenditures or lease commitments during the next fiscal quarter.



We believe that our current cash balances, including cash and cash equivalents, are insufficient to meet our working capital and capital expenditure requirements. We have exhausted all of our working capital. We will need to receive an infusion of capital from our chief executive officer or receive funding from another source in order to continue to seek a business combination.



We need to secure additional cash as soon as possible. We have no current plan to find such cash other than through a business combination or loans from our chief executive officer or shareholders, which cannot be assured.



8



Conscious Intention's short-term prospects are challenging considering our lack of financial resources. Management has substantial doubt about its ability to maintain even the presently minimal level of operations should the liquidity situation not improve. Without raising any additional cash or achieving a business combination, Conscious Intention's short-term and long-term prospects for growth and survival are minimal.



Cash requirements



Presently, without additional cash, we will not be able to continue operations. We have exhausted all of our working capital. Our continued operation is therefore dependent upon our ability to secure additional cash. We need to raise additional funds as soon as practicable, through the sale of debt securities in the company. We presently have no arrangements or understandings with any investors or potential investors with respect to an investment in Conscious Intention. We have not decided at what price or under what terms we will raise such additional funds. We are actively seeking a business combination as a source of funds, though no assurance can be given that we will be successful in finding such a combination.



Research and development



We have no present intention to spend any money on research and development over the next 12 months.



Plant and equipment



We currently have an office in Issaquah, Washington. We believe our currently available space should be sufficient for our needs for the next twelve months.



Employees



We have no current plans to hire any additional employees. We believe our revenue and growth will be derived through a business combination, if such a combination occurs.





ITEM 7. FINANCIAL STATEMENTS.

9



CONSCIOUS INTENTION, INC.

(A Development Stage Enterprise)



TABLE OF CONTENTS



|                                                                      |     
|--------------------------------------------------------------------- | ----
|                                                                      | Page
|                                                                      |     
|Report of Independent Registered Public Accounting Firm               | F-1 
|                                                                      |     
|Financial Statements:                                                 |     
|                                                                      |     
|Balance Sheets - December 31, 2004 and 2003                           | F-2 
|                                                                      |     
|Statements of Operations for the Years Ended December 31, 2004        |     
|and 2003 and for the Period from October 12, 2001 (Date of Inception) |     
|through December 31, 2004                                             | F-3 
|                                                                      |     
|Statements of Stockholders' Equity (Deficit) for the Period from      |     
|October 12, 2001 (Date of Inception) through December 31, 2001        |     
|and for the Years Ended December 31, 2002, 2003 and 2004              | F-4 
|                                                                      |     
|Statements of Cash Flows for the Years Ended December 31, 2004        |     
|and 2003 for the Period from October 12, 2001 (Date of Inception)     |     
|through December 31, 2004                                             | F-5 
|                                                                      |     
|Notes to Financial Statements                                         | F-6 



10



HANSEN, BARNETT& MAXWELL

A Professional Corporation

CERTIFIED PUBLIC ACCOUNTANTS

5 Triad Center, Suite 750

Salt Lake City, UT 84180-1128

Phone: (801) 532-2200

Fax: (801) 532-7944

www.hbmcpas.com







REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders

Conscious Intention, Inc.



We have audited the accompanying balance sheets of Conscious Intention, Inc. (a development stage enterprise) as of December 31, 2004 and 2003 and the related statements of operations, stockholders' equity (deficit) and cash flows for the years ended December 31, 2004 and 2003 and for the cumulative period from October 12, 2001 (date of inception) through December 31, 2004. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.



We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Conscious Intention, Inc. as of December 31, 2004 and 2003 and the results of its operations and its cash flows for the years then ended and for the cumulative period from October 12, 2001 through December 31, 2004 in conformity with accounting principles generally accepted in the United States of America.



The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Companys lack of operating history, capital deficit, operating loss and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern. Managements plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



HANSEN, BARNETT & MAXWELL



Salt Lake City, Utah

March 21, 2005



F-1



CONSCIOUS INTENTION, INC.

(A Development Stage Enterprise)

BALANCE SHEETS





|                                                   | December 31,            |  | December 31,          
|-------------------------------------------------- | ----------------------- |  | ----------------------
|                                                   | 2004                    |  | 2003                  
|ASSETS                                             |                         |  |                       
|                                                   |                         |  |                       
|Current Assets                                     |                         |  |                       
|Cash                                               | $                     - |  | $                   88
|Total Current Assets                               | -                       |  | 88                    
|                                                   |                         |  |                       
|Total Assets                                       | $                     - |  | $                   88
|                                                   |                         |  |                       
|LIABILITIES AND STOCKHOLDERS DEFICIT              |                         |  |                       
|                                                   |                         |  |                       
|Current Liabilities                                |                         |  |                       
|Funds drawn in excess of cash in bank              | $                    2  |  | $                   - 
|Accounts payable                                   | 39,330                  |  | 28,724                
|Payable to related party                           | 7,810                   |  | 810                   
|                                                   |                         |  |                       
|Total Current Liabilities                          | 47,142                  |  | 29,534                
|                                                   |                         |  |                       
|Stockholders Deficit                              |                         |  |                       
|Common stock  $0.001 par value; 10,000,000 shares |                         |  |                       
|authorized; 4,020,000 and 4,020,000 shares issued  |                         |  |                       
|and outstanding                                    | 4,020                   |  | 4,020                 
|Additional paid-in capital                         | 9,980                   |  | 9,980                 
|Deficit accumulated during the development stage   | (61,142)                |  | (43,446)              
|                                                   |                         |  |                       
|Total Stockholders Deficit                        | (47,142)                |  | (29,446)              
|                                                   |                         |  |                       
|Total Liabilities and Stockholders Deficit        | $                     - |  | $                   88
|                                                   |                         |  |                       



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



F-2



CONSCIOUS INTENTION, INC.

(A Development Stage Enterprise)

STATEMENTS OF OPERATIONS





|                                    |                       |              |                       |  | For the              
|----------------------------------- | --------------------- | ------------ | --------------------- |  | ---------------------
|                                    |                       |              |                       |  | Cumulative           
|                                    |                       |              |                       |  | Period from          
|                                    |                       |              |                       |  | October 12, 2001     
|                                    |                       |              |                       |  | (Date of Inception)  
|                                    | For the Years Ended   | through     
|                                    | December 31,          | December 31,
|                                    | 2,004                 |              | 2003                  |  | 2004                 
|                                    |                       |              |                       |  |                      
|Revenue                             | $                   - |              | $                   - |  | $                   -
|                                    |                       |              |                       |  |                      
|General and administrative expenses | (17,696)              |              | (34,470)              |  | (61,172)             
|                                    |                       |              |                       |  |                      
|Interest Income                     | -                     |              | 30                    |  | 30                   
|                                    |                       |              |                       |  |                      
|Net Loss                            | $         (17,696)    |              | $         (34,440)    |  | $         (61,142)   
|                                    |                       |              |                       |  |                      
|Loss Per Share                      | $             (0.00)  |              | $             (0.01)  |  |                      
|                                    |                       |              |                       |  |                      
|Weighted Average Number of Shares   |                       |              |                       |  |                      
|Outstanding                         | 4,020,000             |              | 4,005,863             |  |                      
|                                    |                       |              |                       |  |                      

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



F-3



CONSCIOUS INTENTION, INC.

(A Development Stage Enterprise)

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)





|                                         |              |  |               |  |               |  | Deficit           |  |                  
|---------------------------------------- | ------------ |  | ------------- |  | ------------- |  | ----------------- |  | -----------------
|                                         |              |  |               |  |               |  | Accumulated       |  |                  
|                                         |              |  |               |  | Additional    |  | During            |  | Stockholders    
|                                         | Common Stock |  | Paid in       |  | Development   |  | Equity           
|                                         | Shares       |  | Amount        |  | Capital       |  | Stage             |  | (Deficit)        
|                                         |              |  |               |  |               |  |                   |  |                  
|Balance - October 12, 2001               | -            |  | $           - |  | $           - |  | $               - |  | $               -
|                                         |              |  |               |  |               |  |                   |  |                  
|Shares issued for cash, $0.001 per share | 4,000,000    |  | 4,000         |  | -             |  | -                 |  | 4,000            
|                                         |              |  |               |  |               |  |                   |  |                  
|Net loss                                 |              |  |               |  |               |  | (3,792)           |  | (3,792)          
|                                         |              |  |               |  |               |  |                   |  |                  
|Balance - December 31, 2001              | 4,000,000    |  | 4,000         |  | -             |  | (3,792)           |  | 208              
|                                         |              |  |               |  |               |  |                   |  |                  
|Net loss                                 | -            |  | -             |  | -             |  | (5,214)           |  | (5,214)          
|                                         |              |  |               |  |               |  |                   |  |                  
|Balance - December 31, 2002              | 4,000,000    |  | 4,000         |  | -             |  | (9,006)           |  | (5,006)          
|                                         |              |  |               |  |               |  |                   |  |                  
|Shares issued for cash, $0.50 per share  | 20,000       |  | 20            |  | 9,980         |  | -                 |  | 10,000           
|                                         |              |  |               |  |               |  |                   |  |                  
|Net loss                                 | -            |  | -             |  | -             |  | (34,440)          |  | (34,440)         
|                                         |              |  |               |  |               |  |                   |  |                  
|Balance - December 31, 2003              | 4,020,000    |  | $      4,020  |  | $      9,980  |  | $      (43,446)   |  | $      (29,446)  
|                                         |              |  |               |  |               |  |                   |  |                  
|Net loss                                 | -            |  | -             |  | -             |  | (17,696)          |  | (17,696)         
|                                         |              |  |               |  |               |  |                   |  |                  
|Balance - December 31, 2004              | 4,020,000    |  | $      4,020  |  | $      9,980  |  | $      (61,142)   |  | $      (47,142)  
|                                         |              |  |               |  |               |  |                   |  |                  
|                                         |              |  |               |  |               |  |                   |  |                  



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



F-4



CONSCIOUS INTENTION, INC.

(A Development Stage Enterprise)

STATEMENTS OF CASH FLOWS





|                                              |                     |  |                    |  | For the            
|--------------------------------------------- | ------------------- |  | ------------------ |  | -------------------
|                                              |                     |  |                    |  | Cumulative         
|                                              |                     |  |                    |  | Period From        
|                                              |                     |  |                    |  | October 12, 2001   
|                                              |                     |  |                    |  | (Date of Inception)
|                                              | For the Years Ended |  | through           
|                                              | December 31,        |  | December 31,      
|                                              | 2,004               |  | 2003               |  | 2004               
|Cash Flows from Operating Activities          |                     |  |                    |  |                    
|Net loss                                      | $        (17,696)   |  | $        (34,440)  |  | $        (61,142)  
|Adjustments to reconcile net loss to net cash |                     |  |                    |  |                    
|provided by operating activities:             |                     |  |                    |  |                    
|Change in assets and liabilities:             |                     |  |                    |  |                    
|Deferred offering costs                       | -                   |  | 23,844             |  | 23,844             
|Funds drawn in excess of cash in bank         | 2                   |  | -                  |  | 2                  
|Accounts payable                              | 10,606              |  | (1,829)            |  | 15,486             
|Net Cash Used in Operating Activities         | (7,088)             |  | (12,425)           |  | (21,810)           
|                                              |                     |  |                    |  |                    
|Cash Flows From Investing Activities          | -                   |  | -                  |  | -                  
|                                              |                     |  |                    |  |                    
|Cash Flows From Financing Activities          |                     |  |                    |  |                    
|Increase in receivable from related party     | -                   |  | -                  |  | (1,690)            
|Proceeds from receivable from related party   | -                   |  | 1,690              |  | 1,690              
|Proceeds from payable to related party        | 7,000               |  | 810                |  | 12,510             
|Payments on payable to related party          | -                   |  | -                  |  | (4,700)            
|Proceeds from issuance of common stock        | -                   |  | 10,000             |  | 14,000             
|Net Cash Provided by Financing Activities     | 7,000               |  | 12,500             |  | 21,810             
|                                              |                     |  |                    |  |                    
|Net Increase (Decrease) in Cash               | (88)                |  | 75                 |  | -                  
|                                              |                     |  |                    |  |                    
|Cash at Beginning of period                   | 88                  |  | 13                 |  | -                  
|                                              |                     |  |                    |  |                    
|Cash at End of Period                         | $               -   |  | $               88 |  | $               -  
|                                              |                     |  |                    |  |                    



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



F-5



CONSCIOUS INTENTION, INC.

(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2004 and 2003



NOTE 1  NATURE OF BUSINESS



Organization and Nature of Operations  On October 12, 2001, Conscious Intention, Inc. (the Company) was organized under the laws of the State of Nevada.  The Company is considered a development stage enterprise and is in the process of raising capital to fund operations.  As such, the Company has since inception spent most of its efforts in developing its business plan, constructing core materials for eventual sale to customers and in raising capital to fund its operations. The Company has relied upon cash flows from equity issuances and an increase in accounts payable to sustain operations.  The planned operations of the Company consist of selling a business system of materials, tools and on-line, internet based support services for individuals wishing to open a business as an executive coach or career counselor.  The Company has established its year-end as December 31st. The Company has had no revenues from any source to date.



NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.



Fair Value of Financial Instruments  The carrying amounts reported in the accompanying financial statements for payables approximate fair values. The fair value estimates were based on estimated future cash flows.



Business Condition The Company has not yet been able to execute its business plan. As a result, the Company has negative working capital, negative equity, and recurring operating losses and negative cash flows from operations since inception. This situation raises substantial doubt about its ability to continue as a going concern. The Company plans to fund its operations by any of the following: issue debt securities, issue equity securities, or loans from related parties. Success in these efforts is not assured.  The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.



Deferred Offering Costs As of December 31, 2002, the Company had deferred direct and incremental costs associated with the public offering of its common stock. The deferred costs were intended to be recognized as a reduction of the proceeds from the offering when the proceeds are realized.  These costs were written off during 2003.



Income Taxes  The Company recognizes an asset or liability for the deferred tax consequences of all temporary differences between the tax bases of assets or liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years when the reported amounts of the asset or liabilities are recovered or settled.  Deferred tax assets or liabilities are measured using the enacted tax rates that will be in effect when the differences are expected to reverse.  Deferred tax assets are reviewed periodically for recoverability and valuation allowances are provided as necessary.





F-6



Loss Per Share Basic loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period.



NOTE 2  RELATED PARTY TRANSACTIONS



During 2004 and 2003, the Company received a $7,000 and $810, respectively, advance from an officer of the Company.  The advances are non-interest bearing and repayment terms have not been determined.



NOTE 3 DEFERRED OFFERING COSTS



As of December 31, 2002, the Company had deferred direct and incremental costs associated with the planned offering of its common stock with an investor who is no longer available.  The deferred costs were charged to operations as legal expense during 2003 when it was determined that the contemplated investment was no longer available.  The Company continues to seek alternatives to finance its business plan.



NOTE 4 STOCKHOLDERS EQUITY



In October 2001, the Company issued 3,622,000 shares of common stock to an officer and director of the Company for cash.  The proceeds from the issuance of the stock were $3,622 or $0.001 per share.  Additionally during the period ended December 31, 2001, the Company issued 378,000 shares of common stock to unrelated purchasers for cash proceeds of $378 or $0.001 per share.  During September 2003, the Company issued 20,000 shares of common stock for $10,000 cash, or $0.50 per share, to third-party investors. There are no unstated rights or obligations associated with the sale of the stock.  Proceeds from the sale were used to reduce accounts payable.



NOTE 5  INCOME TAXES



The Company has paid no federal income taxes since its incorporation. As of December 31, 2004 and 2003, the Company had net operating loss carryforwards for federal income tax reporting purposes of $61,142 and $43,446, respectively, which, if unused, will expire beginning in 2021. The tax effect of the operating loss carryforwards are as follows at December 31, 2004 and 2003:



|                              | 2004            |  | 2003            
|----------------------------- | --------------- |  | ----------------
|                              |                 |  |                 
|Operating loss carry forwards | $        20,788 |  | $         14,772
|Valuation allowance           | (20,788)        |  | (14,772)        
|                              |                 |  |                 
|Total Deferred Tax Assets     | $              |  | $              



The following is a reconciliation of the income tax computed using the federal statutory rate to the provision for income taxes for the years ended December 31, 2004 and 2003:



|                                    | 2004              |  | 2003            
|----------------------------------- | ----------------- |  | ----------------
|                                    |                   |  |                 
|Tax at federal statutory rate (34%) | $         (6,016) |  | $       (11,710)
|Change in valuation allowance       | 6,016             |  | 11,710          
|                                    |                   |  |                 
|Provision for Income Taxes          | $                |  | $              





F-7





11



ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE.



The Company has not changed accountants during the last two fiscal years; nor has the Company had any disagreements with the accountants on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures.



ITEM 8A. CONTROLS AND PROCEDURES.



DISCLOSURE CONTROLS AND PROCEDURES. The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act of 1934 reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer, as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, December 31, 2004, we completed an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Securities Exchange Act of 1934 Rules 13a-14(C) and 15d-14c). Based upon the foregoing, our Chief Executive Officer concluded that our disclosure controls and procedures are effective in connection with the filing of this annual report on Form 10-KSB for the fiscal year ended December 31, 2004.



CHANGES IN INTERNAL CONTROLS. There were no significant changes in our internal controls over financial reporting during the fiscal year ended December 31, 2004 that have materially affected or are reasonably likely to materially affect, our internal controls over financial reporting.





ITEM 8B. OTHER INFORMATION.



From inception through March 1, 2005, the Company was engaged in the business of developing executive coaching support materials to be sold on line.  We believed that this plan would provide a needed resource for coaches and we had great hopes for realizing this vision, hopes which required financing.  Although we made efforts toward obtaining financing, we were never able to obtain sufficient financing to develop our product line.  Because our chief executive officer has concluded that further efforts to seek financing for the executive coaching business would not be fruitful, she decided to abandon this business line.  The Company has ceased to explore this business line as of March 31, 2005 and currently has no business and no assets, other than the plan to seek a business combination that might benefit shareholders.





12



PART III



ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.



DIRECTORS AND EXECUTIVE OFFICERS



Name               Age            Position                            Since

Sylva Leduc*           52             Chief Executive Officer,            2001

President, Director



13



* Sylva Leduc is our sole officer and director.



The following is a biographical summary of the experience of the directors and executive officers of the Company:



SYLVA LEDUC, 52 years old



Sylva Leduc is our Chief Executive Officer, Principal Accounting Officer and Director. Ms. Leduc currently serves as president of her own executive coaching and leadership development firm, TurningPoint NW LLC, located in Issaquah, Washington, through which she provides coaching services directly for executives and teams. She has served in this capacity since June of 2000. From May of 1997 until June of 2000, Ms. Leduc was a change management consultant for Ernst & Young, LLP in Seattle, Washington where she provided consulting services to clients in human resources, business improvement and organizational development. From May of 1995 until May of 1997, Ms. Leduc served as a senior consultant for Princeton/Masters International Corporation of Bellevue, Washington where she provided coaching services to executives, senior managers, managers, and technical professionals. From 1991 until 1995, Ms. Leduc was a director at Mainstream Access Corporation of Bellevue, Washington, where she provided group and individual consulting and coaching. From 1986 until 1991, Ms. Leduc served as group services director, among other positions, at Career Development & Employment of Calgary, Alberta, Canada, a governmental department where Ms. Leduc provided delivery of group programs and one-on-one career planning. Ms. Leduc is a graduate of the University of Calgary, Alberta with a Masters Degree in Educational Psychology in 1989 and a Bachelor of Arts degree in Psychology in 1986.



Sylva Leduc is also president of Turning Point NW, LLC, a limited liability company engaged in providing executive coaching to individuals and teams. Turning Point also owns a software product, Client Compass, which provides client management support to individual coaches.



Ms. Leduc spends less than 20 hours per month on Conscious Intention matters.



SIGNIFICANT EMPLOYEES



The Company's sole significant employee is Sylva Leduc, its Chief Executive Officer, Principal Accounting Officer and Director.



FAMILY RELATIONSHIPS



There are no family relationships between any directors or executive officers of the Company, either by blood or by marriage.





14



INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS



During the past five years, no director, person nominated to become a director, executive officer, promoter or control person of the Company:



(1) was a general partner or executive officer of any business against which any bankruptcy petition was filed, either at the time of the bankruptcy or two years prior to that time; The officers and directors of the Company due to the Operating Subsidiary filing a voluntary petition under Chapter 11 of the Bankruptcy Code.



(2) was convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);



(3) was subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or



(4) was found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.





Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder require Conscious Intention's officers and directors, and persons who beneficially own more than ten percent of a registered class of Conscious Intention's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and to furnish Conscious Intention with copies.



Based on its reviews of the copies of the Section 16(a) forms received by it, or written representations from certain reporting persons, Conscious Intention, Inc. believes that Sylva Leduc is in the process of satisfying her Section 16(a) filing requirements, however on an untimely basis.





CODE OF ETHICS



Our Board of Directors has not yet adopted a written Code of Business Conduct and Ethics.





ITEM 10. EXECUTIVE COMPENSATION.



EXECUTIVE COMPENSATION



The following table sets forth certain information with respect to the compensation that was paid in the 2004 fiscal year to the Company's executive officers and the aggregate compensation paid by the Company for services rendered during the periods indicated:



15





Summary Compensation Table



Long Term Compensation

Annual compensation                                            Awards                      Payouts

------------------------------                        -------------------------------------------------------

(a)                   (b)        (c)         (d)          (e)                 (f)             (g)          (h)              (i)

Name,                                                     Other              Restricted    Securities

Principal                                                 annual             stock         underlying       LTIP           All other

Position              Year      Salary($)    Bonus($)     compensation($)    award(s)($)   options/SA Rs(#) Payouts($)     Comps ($)



Sylva Leduc,          2004      $0 *         0            0                  0              0                  0              0

CEO, Principal

Accounting Officer,

Director



16







*Sylva Leduc has not drawn any salary from Conscious Intention. She has no present intention of drawing a salary. Ms. Leduc is not entitled to any reimbursement for any salary she has elected to forego, and such amounts would not be material. During the period ended December 31, 2004 and 2003, Sylva Leduc advanced $7,000 and $810, respectively to the Company. At December 31, 2004 and 2003 amounts still due her were $7,810 and $810, respectively.



Option grants since inception and aggregate option exercises during last fiscal year and fiscal year-end option values.



Since inception, we have not granted any stock options to any individual, including our chief executive officer. We anticipate granting options to various employees, directors and consultants. Any such grants will be made at an exercise price equal to the fair market value of our common stock as determined by our board of directors.



We have no employment agreements with any of our employees.



DIRECTOR COMPENSATION



For the fiscal year ended December 31, 2004, our sole director, Sylva Leduc was not compensated for her services.



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.



The following table sets forth the beneficial ownership of shares of Common Stock as of December 31, 2004, for (i) each person who is known by the Company to be the beneficial owner of more than a 5% interest in the Company, (ii) directors of the Company, (iii) the sole "named executive officer" of the Company, as defined in Item 402(a)(2) of SEC Regulation S-B, and (iv) the directors and named executive officer of the Company as a group. Unless otherwise indicated in the footnotes, all such interests are owned directly, and the indicated person or entity has sole voting and investment power. Addresses are provided only for 5% or greater owners.





Executive Officers and Directors as a group as of December 31, 2004.





Title of class     Name and address of    Amount and nature of  Percent of class

beneficial owner        beneficial owner



Common            Sylva Leduc (1) (2)      3,647,000                  90.94 %



(1) Includes 25,000 shares held by Ms. Leduc's spouse, Robert Rican.

(2) Ms. Leduc is the only officer, director and the sole person to own 5% or

more of the outstanding shares. Her address is 210 Mountain Park Blvd. SW,

Suite F204, Issaquah, WA 98027.





5% beneficial owners as of December 31, 2004.





Title of class     Name and address of   Amount and nature of   Percent of class

beneficial owner      beneficial owner



Common             Sylva Leduc (1) (2)    3,647,000                90.94 %





17



(1) Includes 25,000 shares held by Ms. Leduc's spouse, Robert Rican.

(2) Ms. Leduc is the only officer, director and the sole person to own 5% or

more of the outstanding shares.  Her address is 210 Mountain Park Blvd. SW,

Suite F204, Issaquah, WA 98027.





ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



There has not been, nor is there currently proposed, any transaction or series of similar transactions to which we were or are to be a party in which the amount involved exceeds $60,000, and in which any director, executive officer, holder of more than 5% of our common stock or any member of the immediate family of any of these people had or will have a direct or indirect material interest.



Between October 12, 2001 and December 31, 2004, Sylva Leduc advanced $12,510 to the Company. At December 31, 2004 amounts still due her were $7,810.





18



ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.



(a) LIST OF EXHIBITS



List of Exhibits



3.1   Articles of Incorporation of registrant as filed previously with the

Commission on Form SB-2, dated April 12, 2002



3.2   Bylaws of registrant as filed previously with the Commission on Form SB-2,

dated April 12, 2002.



31.1  Certification of Chief Executive Officer pursuant to Section 302 of

Sarbanes-Oxley Act of 2002



32.1  Certification of the Company's Chief Executive Officer pursuant to 18

U.S.C. Section 1350, as adopted pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002



(b) REPORTS ON FORM 8-K



The following reports on Form 8-K were filed by the Company during the fiscal

quarter ended December 31, 2003:



None





ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.





Audit fees. Total annual audit fees billed for professional services rendered by Hansen, Barnett & Maxwell, P.C. during the 2004 and 2003 fiscal years for the audit of our annual financial statements and the review of the financial statements included in our quarterly reports on Form 10-QSB, or services that are normally provided by Hansen, Barnett & Maxwell, P.C. in connection with statutory and regulatory filings or engagements for those fiscal years, totaled approximately $7,400 and $ 9,250, respectively.



Audit-related Fees. Total annual audit fees billed during the 2004 and 2003 fiscal years for assurance and related services by Hansen, Barnett & Maxwell, P.C. that are reasonably related to the performance of the audit or review of Conscious Intention, Inc.'s financial statements and not reported in the paragraph above under "Audit Fees" were $0 and $0, respectively.



Tax Fees. The total fees billed during the 2004 and 2003 for professional services rendered by Hansen, Barnett & Maxwell, P.C. for tax compliance, tax advice, and tax planning services were approximately $200 and $0, respectively. Specifically, these services involved preparation of the consolidated tax returns and guidance on tax accruals.



All Other Fees. There were no fees billed by Hansen, Barnett & Maxwell, P.C. during our 2004 and 2003 fiscal years for any other services rendered to Conscious Intention, Inc. other than the amounts set forth above.







19





20



SIGNATURE



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, thereunto duly authorized.



Conscious Intention, Inc.





/s/ Sylva Leduc

-----------------------------

Sylva Leduc

Chief Executive Officer

(Duly Authorized Officer and Principal

Financial and Accounting Officer)





In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.





/s/ Sylva Leduc

-----------------------------

Sylva Leduc

Chief Executive Officer

(Duly Authorized Officer and Principal

Financial and Accounting Officer)





Dated: April 7, 2005







21