SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB
--------------------------------------------------------------------------------
(Mark one)
[X]  Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act
    of 1934

    For the quarterly period ended June 30, 1997

[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act
    of 1934

    For the transition period from ______________ to _____________
--------------------------------------------------------------------------------
                        Commission File Number: 2-97360-A


                         Fast Eddie Racing Stables, Inc.
        (Exact name of small business issuer as specified in its charter)


       Florida                                                 59-2091510
(State of incorporation)                                (IRS Employer ID Number)


                  211 West Wall Street, Midland, TX 79701-4556
                    (Address of principal executive offices)


                                 (432) 682-1761
                           (Issuer's telephone number)


                424 N. E. 10th Street; Boca Raton, FL 33432-2938
              (Former name, former address and former fiscal year,
                         if changed since last report)
--------------------------------------------------------------------------------
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 shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. YES [ ] NO [X]

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: October 4, 2004: 5,000,000

Transitional Small Business Disclosure Format (check one): YES [ ] NO [X]
<PAGE>
                         FAST EDDIE RACING STABLES, INC.

                 Form 10-QSB for the Quarter ended June 30, 1997

                                Table of Contents


                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

  Item 1 Financial Statements                                                 3

  Item 2 Management's Discussion and Analysis or Plan of Operation           10

  Item 3 Controls and Procedures                                             12

PART II - OTHER INFORMATION

  Item 1 Legal Proceedings                                                   13

  Item 2 Changes in Securities                                               13

  Item 3 Defaults Upon Senior Securities                                     13

  Item 4 Submission of Matters to a Vote of Security Holders                 13

  Item 5 Other Information                                                   13

  Item 6 Exhibits and Reports on Form 8-K                                    13

SIGNATURES                                                                   13

                                       2
<PAGE>
                                     PART I

ITEM 1 - FINANCIAL STATEMENTS

                         FAST EDDIE RACING STABLES, INC.
                                 BALANCE SHEETS
                             June 30, 1997 and 1996

                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                  June 30, 1997       June 30, 1996
                                                                  -------------       -------------
<S>                                                                 <C>                 <C>
                                     ASSETS

CURRENT ASSETS
   Cash on hand and in bank                                         $      --           $      --
                                                                    ---------           ---------

      TOTAL CURRENT ASSETS                                                 --                  --
                                                                    ---------           ---------

TOTAL ASSETS                                                        $      --           $      --
                                                                    =========           =========

                 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

LIABILITIES

CURRENT LIABILITIES
   Accounts payable - trade                                         $     500           $      --
                                                                    ---------           ---------

      TOTAL CURRENT LIABILITIES                                           500                  --
                                                                    ---------           ---------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY (DEFICIT)
   Common stock - $0.001 par value
     100,000,000 shares authorized
     2,245,500 shares issued and outstanding, respectively              2,245               2,245
   Additional paid-in capital                                         757,410             757,410
   Accumulated deficit                                               (760,155)           (759,655)
                                                                    ---------           ---------

      TOTAL SHAREHOLDERS' EQUITY (DEFICIT)                               (500)                 --
                                                                    ---------           ---------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                          $      --           $      --
                                                                    =========           =========
</TABLE>

 The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.
   The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>
                         FAST EDDIE RACING STABLES, INC.
                 STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                Six and Three months ended June 30, 1997 and 1996

<TABLE>
<CAPTION>
                                          Six months       Six months      Three months      Three months
                                            ended            ended            ended             ended
                                        June 30, 1997    June 30, 1996    June 30, 1997     June 30, 1996
                                        -------------    -------------    -------------     -------------
<S>                                       <C>              <C>              <C>               <C>
REVENUES                                  $       --       $       --       $       --        $       --
                                          ----------       ----------       ----------        ----------
EXPENSES
   General and administrative expenses           500               --              250                --
                                          ----------       ----------       ----------        ----------

      Total operating expenses                   500               --              250                --
                                          ----------       ----------       ----------        ----------
LOSS FROM OPERATIONS BEFORE
 PROVISION FOR INCOME TAXES                     (500)              --             (250)               --

PROVISION FOR INCOME TAXES                        --               --               --                --
                                          ----------       ----------       ----------        ----------

NET LOSS                                        (500)              --             (250)               --

OTHER COMPREHENSIVE INCOME                        --               --               --                --
                                          ----------       ----------       ----------        ----------

COMPREHENSIVE LOSS                        $     (500)      $       --       $     (250)       $       --
                                          ==========       ==========       ==========        ==========
Earnings per share of common stock
 outstanding computed on net loss -
 basic and fully diluted                         nil              nil              nil               nil
                                          ==========       ==========       ==========        ==========
Weighted-average number of shares
 outstanding - basic and fully diluted     2,245,500        2,245,500        2,245,500         2,245,500
                                          ==========       ==========       ==========        ==========
</TABLE>

 The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.
   The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>
                         FAST EDDIE RACING STABLES, INC.
                            STATEMENTS OF CASH FLOWS
                     Six months ended June 30, 1997 and 1996


                                                   Six months       Six months
                                                     ended            ended
                                                  June 30, 1997    June 30, 1996
                                                  -------------    -------------
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income (loss) for the period                  $  (500)         $    --
   Adjustments to reconcile net loss to net
    cash provided by operating activities
      Depreciation and amortization                       --               --
      Increase (Decrease) in
       Accounts payable - trade                          500               --
                                                     -------          -------

NET CASH USED IN OPERATING ACTIVITIES                     --               --
                                                     -------          -------

CASH FLOWS FROM INVESTING ACTIVITIES                      --               --
                                                     -------          -------

CASH FLOWS FROM FINANCING ACTIVITIES                      --               --
                                                     -------          -------

INCREASE (DECREASE) IN CASH                               --               --

Cash at beginning of period                               --               --
                                                     -------          -------

CASH AT END OF PERIOD                                $    --          $    --
                                                     =======          =======
SUPPLEMENTAL DISCLOSURE OF INTEREST AND
INCOME TAXES PAID
   Interest paid for the year                        $    --          $    --
                                                     =======          =======
   Income taxes paid for the year                    $    --          $    --
                                                     =======          =======

 The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.
   The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>
                         FAST EDDIE RACING STABLES, INC.

                          NOTES TO FINANCIAL STATEMENTS


NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS

Fast Eddie Racing Stables,  Inc. (Company) was originally  incorporated on April
3, 1981 in accordance with the Laws of the State of Florida.

The Company was originally formed for the purpose of acquiring, racing, breeding
and  selling  standardbred  race  horses  (trotters  and  pacers).  The  Company
commenced business operations in September 1983.

In October  1985,  the  Company  completed a public  offering of 800,000  shares
through a Registration Statement on Form S-18 (Registration No. 2-98198-A).  The
Company  realized gross proceeds of  approximately  $800,000 and net proceeds of
approximately  $646,000.  The proceeds  were used to purchase race horses and to
support operations.

During the year ended December 31, 1989, the Company sold or otherwise  disposed
of all race  horses  in order to  settle  then-outstanding  indebtedness.  Since
December 31, 1989, the Company has had no operations, assets or liabilities. The
Company's  current  principal  business  activity is to seek a suitable  reverse
acquisition  candidate  through  acquisition,  merger or other suitable business
combination method.

NOTE B - PREPARATION OF FINANCIAL STATEMENTS

The  Company  follows  the  accrual  basis  of  accounting  in  accordance  with
accounting principles generally accepted in the United States of America and has
a year-end of December 31.

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  the  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.

Management further acknowledges that it is solely responsible for adopting sound
accounting  practices,   establishing  and  maintaining  a  system  of  internal
accounting  control and preventing and detecting  fraud. The Company's system of
internal  accounting  control is designed to assure,  among other items, that 1)
recorded  transactions  are valid; 2) valid  transactions  are recorded;  and 3)
transactions  are  recorded in the proper  period in a timely  manner to produce
financial  statements which present fairly the financial  condition,  results of
operations  and cash  flows of the  Company  for the  respective  periods  being
presented

During interim periods, the Company follows the accounting policies set forth in
its annual  audited  financial  statements  filed with the U. S.  Securities and
Exchange  Commission  on its  Annual  Report on Form  10-KSB  for the year ended
December 31, 1996.  The  information  presented  within these interim  financial
statements  may not  include all  disclosures  required  by  generally  accepted
accounting  principles  and the  users of  financial  information  provided  for
interim periods should refer to the annual  financial  information and footnotes
when reviewing the interim financial results presented herein.

In the opinion of management,  the accompanying  interim  financial  statements,
prepared in  accordance  with the U. S.  Securities  and  Exchange  Commission's
instructions   for  Form  10-QSB,   are   unaudited  and  contain  all  material
adjustments,  consisting  only of  normal  recurring  adjustments  necessary  to
present fairly the financial condition,  results of operations and cash flows of
the Company for the respective  interim  periods  presented.  The current period
results of operations are not necessarily indicative of results which ultimately
will be reported for the full fiscal year ending December 31, 1997.

                                       6
<PAGE>
                         FAST EDDIE RACING STABLES, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE C - GOING CONCERN UNCERTAINTY

The Company was originally formed in 1981 for the purpose of acquiring,  racing,
breeding and selling standardbred race horses (trotters and pacers).  During the
year ended December 31, 1989, the Company sold or otherwise disposed of all race
horses in order to settle  then-outstanding  indebtedness.  Since  December  31,
1989, the Company has had no operations,  assets or  liabilities.  The Company's
current principal  business  activity is to seek a suitable reverse  acquisition
candidate through  acquisition,  merger or other suitable  business  combination
method.

The  Company's  continued  existence is  dependent  upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely basis.

The Company  anticipates  future sales of equity securities to facilitate either
the  consummation  of a business  combination  transaction  or to raise  working
capital to support and preserve the integrity of the corporate entity.  However,
there is no assurance that the Company will be able to obtain additional funding
through the sales of additional  equity  securities  or, that such  funding,  if
available, will be obtained on terms favorable to or affordable by the Company.

If no additional  operating  capital is received  during the next twelve months,
the  Company  will be  forced  to rely on  existing  cash in the  bank  and upon
additional  funds  loaned  by  management  and/or  significant  stockholders  to
preserve the integrity of the corporate  entity at this time. In the event,  the
Company  is  unable to  acquire  advances  from  management  and/or  significant
stockholders, the Company's ongoing operations would be negatively impacted.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the corporate entity.  However, no formal commitments or arrangements to advance
or loan funds to the Company or repay any such advances or loans exist. There is
no legal obligation for either management or significant stockholders to provide
additional future funding.

While the Company is of the opinion that good faith  estimates of the  Company's
ability to secure additional  capital in the future to reach our goals have been
made, there is no guarantee that the Company will receive  sufficient funding to
sustain operations or implement any future business plan steps.

NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. Cash and cash equivalents

     For  Statement of Cash Flows  purposes,  the Company  considers all cash on
     hand  and  in  banks,  including  accounts  in  book  overdraft  positions,
     certificates of deposit and other highly-liquid investments with maturities
     of three months or less, when purchased, to be cash and cash equivalents.

2. Income Taxes

     The Company uses the asset and liability  method of  accounting  for income
     taxes. At June 30, 1997 and 1996, respectively,  the deferred tax asset and
     deferred tax liability accounts, as recorded when material to the financial
     statements,  are entirely the result of  temporary  differences.  Temporary
     differences   represent  differences  in  the  recognition  of  assets  and
     liabilities for tax and financial reporting purposes, primarily accumulated
     depreciation and amortization, allowance for doubtful accounts and vacation
     accruals.

     As of June 30,  1997 and  1996,  the  deferred  tax  asset  related  to the
     Company's net operating loss  carryforward  is fully  reserved.  Due to the
     provisions  of Internal  Revenue  Code Section 338, the Company may have no
     net operating loss carryforwards available to offset financial statement or
     tax  return  taxable  income in future  periods  as a result of a change in
     control   involving  50  percentage  points  or  more  of  the  issued  and
     outstanding securities of the Company.

                                       7
<PAGE>
                         FAST EDDIE RACING STABLES, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

3. Earnings (loss) per share

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss) available to common shareholders by the  weighted-average  number of
     common shares  outstanding  during the respective  period  presented in our
     accompanying financial statements.  Fully diluted earnings (loss) per share
     is  computed  similar  to basic  income  (loss) per share  except  that the
     denominator is increased to include the number of common stock  equivalents
     (primarily outstanding options and warrants).

     Common  stock  equivalents  represent  the  dilutive  effect of the assumed
     exercise of the outstanding stock options and warrants,  using the treasury
     stock method, at either the beginning of the respective period presented or
     the date of  issuance,  whichever  is later,  and only if the common  stock
     equivalents  are  considered  dilutive  based upon the Company's net income
     (loss) position at the calculation date.

     At June 30,  1997 and  1996,  respectively,  and  subsequent  thereto,  the
     Company had no outstanding common stock equivalents.

NOTE E - FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of cash,  accounts  receivable,  accounts  payable and notes
payable, as applicable,  approximates fair value due to the short term nature of
these items  and/or the current  interest  rates  payable in relation to current
market conditions.

Interest  rate risk is the risk  that the  Company's  earnings  are  subject  to
fluctuations  in interest  rates on either  investments  or on debt and is fully
dependent  upon  the  volatility  of  these  rates.  The  Company  does  not use
derivative instruments to moderate its exposure to interest rate risk, if any.

Financial  risk  is  the  risk  that  the  Company's  earnings  are  subject  to
fluctuations in interest rates or foreign exchange rates and are fully dependent
upon the  volatility  of  these  rates.  The  company  does  not use  derivative
instruments to moderate its exposure to financial risk, if any.

NOTE F - INCOME TAXES

The components of income tax (benefit) expense for each of the six month periods
ended June 30, 1997 and 1996, are as follows:

                                            Six months            Six months
                                              ended                 ended
                                           June 30, 1997         June 30, 1996
                                           -------------         -------------
     Federal:
       Current                                $    --               $    --
       Deferred                                    --                    --
                                              -------               -------
                                                   --                    --
                                              -------               -------
     State:
       Current                                     --                    --
       Deferred                                    --                    --
                                              -------               -------
                                                   --                    --
                                              -------               -------
       Total                                  $    --               $    --
                                              =======               =======

                                       8
<PAGE>
                         FAST EDDIE RACING STABLES, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE F - INCOME TAXES - CONTINUED

As a result  of an 2004  change  in  control,  the  Company  has a  nominal  net
operating  loss   carryforwards   for  income  tax  purposes.   The  amount  and
availability  of  any  net  operating  loss  carryforwards  may  be  subject  to
limitations set forth by the Internal  Revenue Code.  Factors such as the number
of shares ultimately issued within a three year look-back period;  whether there
is a deemed more than 50 percent change in control; the applicable long-term tax
exempt bond rate;  continuity of historical  business;  and subsequent income of
the  Company  all  enter  into  the  annual   computation  of  allowable  annual
utilization of the carryforwards.

The  Company's  income tax expense  (benefit)  for each of the six month periods
ended June 30, 1997 and 1996, respectively,  differed from the statutory federal
rate of 34 percent as follows:

<TABLE>
<CAPTION>
                                                              Six months        Six months
                                                                ended             ended
                                                            June 30, 1997     June 30, 1996
                                                            -------------     -------------
<S>                                                            <C>               <C>
Statutory rate applied to income before income taxes           $  (170)          $    --
Increase (decrease) in income taxes resulting from:
  State income taxes                                                --                --
  Other, including reserve for deferred tax asset
   and application of net operating loss carryforward              170                --
                                                               -------           -------

      Income tax expense                                       $    --           $    --
                                                               =======           =======
</TABLE>

Temporary  differences,  consisting primarily of statutory deferrals of expenses
for organizational costs and statutory  differences in the depreciable lives for
property and equipment, between the financial statement carrying amounts and tax
bases of assets and liabilities give rise to deferred tax assets and liabilities
as of June 30, 1997 and 1996, respectively:

                                               June 30, 1997      June 30, 1996
                                               -------------      -------------
Deferred tax assets, reflecting the 2004
 change in control
  Net operating loss carryforwards                $    --            $    --
  Less valuation allowance                             --                 --
                                                  -------            -------

  Net Deferred Tax Asset                          $    --            $    --
                                                  =======            =======

During the six month periods ended June 30, 1997 and 1996,  respectively,  there
was no change in the reserve for the deferred current tax asset.

NOTE G - COMMON STOCK TRANSACTIONS

On August 19, 2004, at a Special Meeting of the Company Shareholders,  an action
was approved to increase the  authorized  number of shares of common stock to be
issued from 5,000,000 to 100,000,000.  Additionally, the Company changed the par
value from $0.01 per share to $0.001 per share.  This action has been registered
with  the  State  of  Florida  as an  amendment  to the  Company's  Articles  of
Incorporation  and is reflected in the accompanying  financial  statements as of
the first day of the first period presented.

On August 4, 2004, the Company sold 2,754,500 shares of restricted  common stock
at $0.01 per share for gross  proceeds  of $27,545,  pursuant to a  subscription
agreement,  to Glenn A. Little, who became the Company's current Chief Executive
Officer.  The Company relied upon Section 4(2) of The Securities Act of 1933, as
amended,  for an exemption from  registration of these shares and no underwriter
was used in this transaction.  As a result of this transaction,  Glenn A. Little
became the Company's controlling shareholder,  owning 3,554,000 of the 5,000,000
shares  issued and  outstanding  shares of the  Registrant's  common  stock,  or
approximately 71.08%, at the close of business on August 4, 2004.

                                       9
<PAGE>
PART I - ITEM 2

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

(1) CAUTION REGARDING FORWARD-LOOKING INFORMATION

Certain  statements  contained  in this  quarterly  filing,  including,  without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully make and integrate acquisitions;  raw material costs and
availability;  new product  development and  introduction;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filings.

Given  these  uncertainties,  readers  of this Form  10-QSB  and  investors  are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any  revisions to any of the  forward-looking  statements
contained herein to reflect future events or developments.

(2) GENERAL

Fast Eddie Racing Stables,  Inc. (Company) was originally  incorporated on April
3, 1981 in accordance with the Laws of the State of Florida.

The Company was originally formed for the purpose of acquiring, racing, breeding
and  selling  standardbred  race  horses  (trotters  and  pacers).  The  Company
commenced business operations in September 1983.

In October  1985,  the  Company  completed a public  offering of 800,000  shares
through a Registration Statement on Form S-18 (Registration No. 2-98198-A).  The
Company  realized gross proceeds of  approximately  $800,000 and net proceeds of
approximately  $646,000.  The proceeds  were used to purchase race horses and to
support operations.

During the year ended December 31, 1989, the Company sold or otherwise  disposed
of all race  horses  in order to  settle  then-outstanding  indebtedness.  Since
December 31, 1989, the Company has had no operations, assets or liabilities. The
Company's  current  principal  business  activity is to seek a suitable  reverse
acquisition  candidate  through  acquisition,  merger or other suitable business
combination method.

(3) RESULTS OF OPERATIONS

The Company had no revenue  for either of the six month  periods  ended June 30,
1997 and 1996, respectively.

General and  administrative  expenses for the six month  periods  ended June 30,
1997 and 1996  were  nominal.  The  Company  has been  delinquent  in  providing
periodic  filings  pursuant  to  the  Securities  Exchange  Act of  1934.  It is
anticipated that future  expenditure levels will increase as the Company intends
to fully comply with it's periodic  reporting  requirements.  Earnings per share
for the  respective six month periods ended June 30, 1997 and 1996 was $0.00 and
$0.00 based on the weighted-average  shares issued and outstanding at the end of
each respective year.

The  Company  does not  expect  to  generate  any  meaningful  revenue  or incur
operating  expenses for purposes  other than  fulfilling  the  obligations  of a
reporting  company  under the  Securities  Exchange Act of 1934 unless and until
such time that the Company's operating subsidiary begins meaningful operations.

At June 30, 1997 and 1996,  respectively,  the  Company  had working  capital of
approximately $(500) and $-0-, respectively.

                                       10
<PAGE>
On August 4, 2004, the Company sold 2,754,500 shares of restricted  common stock
at $0.01 per share for gross  proceeds  of $27,545,  pursuant to a  subscription
agreement,  to Glenn A. Little, who became the Company's current Chief Executive
Officer.  The Company relied upon Section 4(2) of The Securities Act of 1933, as
amended,  for an exemption from  registration of these shares and no underwriter
was used in this transaction.  As a result of this transaction,  Glenn A. Little
became the Company's controlling shareholder,  owning 3,554,000 of the 5,000,000
shares  issued and  outstanding  shares of the  Registrant's  common  stock,  or
approximately 71.08%, at the close of business on August 4, 2004.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the  corporate  entity.  However,  there  is  no  legal  obligation  for  either
management or significant  stockholders  to provide  additional  future funding.
Should this pledge fail to provide financing, the Company has not identified any
alternative  sources.  Consequently,   there  is  substantial  doubt  about  the
Company's ability to continue as a going concern.

The Company's need for working  capital may change  dramatically  as a result of
any business acquisition or combination  transaction.  There can be no assurance
that the Company will identify any such business, product, technology or company
suitable for acquisition in the future.  Further, there can be no assurance that
the Company would be successful in  consummating  any  acquisition  on favorable
terms  or that it will be able  to  profitably  manage  the  business,  product,
technology or company it acquires.

The  Company  does not  expect  to  generate  any  meaningful  revenue  or incur
operating  expenses for purposes  other than  fulfilling  the  obligations  of a
reporting  company  under the  Securities  Exchange Act of 1934 unless and until
such time that the Company's operating subsidiary begins meaningful operations.

(4) PLAN OF BUSINESS

GENERAL

The  Company  intends to locate and  combine  with an  existing,  privately-held
company which is profitable  or, in  management's  view,  has growth  potential,
irrespective of the industry in which it is engaged.  However,  the Company does
not  intend  to  combine  with a  private  company  which may be deemed to be an
investment  company subject to the Investment Company Act of 1940. A combination
may be structured as a merger,  consolidation,  exchange of the Company's common
stock for stock or assets or any other form which  will  result in the  combined
enterprise's becoming a publicly-held corporation.

Pending  negotiation and consummation of a combination,  the Company anticipates
that it will have, aside from carrying on its search for a combination  partner,
no business  activities,  and, thus, will have no source of revenue.  Should the
Company incur any significant  liabilities prior to a combination with a private
company, it may not be able to satisfy such liabilities as are incurred.

If the Company's management pursues one or more combination opportunities beyond
the  preliminary  negotiations  stage and those  negotiations  are  subsequently
terminated,  it is  foreseeable  that such efforts  will  exhaust the  Company's
ability to continue to seek such combination opportunities before any successful
combination can be consummated.  In that event,  the Company's common stock will
become  worthless  and  holders of the  Company's  common  stock will  receive a
nominal distribution, if any, upon the Company's liquidation and dissolution.

COMBINATION SUITABILITY STANDARDS

In its pursuit for a combination  partner,  the Company's  management intends to
consider only  combination  candidates  which are profitable or, in management's
view, have growth potential.  The Company's management does not intend to pursue
any  combination  proposal  beyond the  preliminary  negotiation  stage with any
combination  candidate which does not furnish the Company with audited financial
statements  for at least its most  recent  fiscal year and  unaudited  financial
statements for interim periods  subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
manner.  The Company will, if necessary  funds are available,  engage  attorneys
and/or accountants in its efforts to investigate a combination  candidate and to
consummate a business  combination.  The Company may require  payment of fees by
such combination  candidate to fund the investigation of such candidate.  In the
event such a combination candidate is engaged in a high technology business, the
Company may also obtain  reports from  independent  organizations  of recognized
standing  covering the technology  being developed and/or used by the candidate.
The  Company's  limited  financial  resources may make the  acquisition  of such

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<PAGE>
reports  difficult  or even  impossible  to obtain  and,  thus,  there can be no
assurance  that the Company  will have  sufficient  funds to obtain such reports
when considering combination proposals or candidates.  To the extent the Company
is  unable to  obtain  the  advice or  reports  from  experts,  the risks of any
combined enterprise's being unsuccessful will be enhanced.  Furthermore,  to the
knowledge of the Company's officers and directors, neither the candidate nor any
of  its  directors,   executive  officers,  principal  shareholders  or  general
partners:

     (1)  will not have been  convicted of  securities  fraud,  mail fraud,  tax
          fraud, embezzlement,  bribery, or a similar criminal offense involving
          misappropriation  or theft of funds,  or be the  subject  of a pending
          investigation or indictment involving any of those offenses;

     (2)  will not have been subject to a temporary or permanent  injunction  or
          restraining  order arising from unlawful  transactions  in securities,
          whether as issuer, underwriter, broker, dealer, or investment advisor,
          may be the subject of any pending  investigation  or a defendant  in a
          pending  lawsuit  arising from or based upon  allegations  of unlawful
          transactions in securities; or

     (3)  will not have been a defendant in a civil  action which  resulted in a
          final judgement against it or him awarding damages or rescission based
          upon unlawful practices or sales of securities.

The Company's  officers and directors will make these  determinations  by asking
pertinent  questions of the  management of prospective  combination  candidates.
Such persons will also ask pertinent  questions of others who may be involved in
the combination proceedings.  However, the officers and directors of the Company
will not generally take other steps to verify independently information obtained
in this manner which is favorable.  Unless  something  comes to their  attention
which  puts  them on  notice  of a  possible  disqualification  which  is  being
concealed  from them,  such persons will rely on  information  received from the
management of the prospective  combination  candidate and from others who may be
involved in the combination proceedings.

(5) LIQUIDITY AND CAPITAL RESOURCES

The Company, for all practical purposes,  remains dormant and has experienced no
significant  change in liquidity or capital  resources or  stockholders  equity.
Management  has  no  plans  or  commitments  for  capital  requirements  in  the
foreseeable future.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital to preserve the integrity of the corporate  entity,
however,  there are no commitments to provide additional funds have been made by
management  or other  stockholders,  and the  Company  has no plans,  proposals,
arrangements  or  understandings  with  respect  to  the  sale  or  issuance  of
additional  securities  prior  to  the  location  of  a  merger  or  acquisition
candidate. Accordingly, there can be no assurance that any additional funds will
be available to the Company to allow it to cover its  expenses.  Notwithstanding
the forgoing,  to the extent that  additional  funds are  required,  the Company
anticipates  receiving  such  funds in the  form of  advancements  from  current
shareholders  without  issuance of  additional  shares or other  securities,  or
through the private  placement of  restricted  securities  rather than through a
public offering.  The Company does not currently contemplate making a Regulation
S offering.

Regardless of whether the  Company's  cash assets prove to be inadequate to meet
the Company's  operational needs, the Company might seek to compensate providers
of services by issuances  of stock in lieu of cash.  For  information  as to the
Company's  policy in regard to payment  for  consulting  services,  see  Certain
Relationships and Transactions.

ITEM 3 - CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Exchange  Act,  within the 90 days prior to
the filing date of this report,  the Company  carried out an  evaluation  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and  procedures.  This evaluation was carried out under the supervision and with
the  participation  of  the  Company's   management,   including  the  Company's
President,  Chief  Executive  and  Chief  Financial  Officer.  Based  upon  that
evaluation, the Company's President, Chief Executive and Chief Financial Officer
concluded that the Company's  disclosure  controls and procedures are effective.
There have been no significant  changes in the Company's internal controls or in
other factors,  which could significantly affect internal controls subsequent to
the date the Company carried out its evaluation.

                                       12
<PAGE>
Disclosure  controls and procedures are controls and other  procedures  that are
designed to ensure that information  required to be disclosed in Company reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported,  within the time  periods  specified  in the  Securities  and Exchange
Commission's  rules and  forms.  Disclosure  controls  and  procedures  include,
without limitation,  controls and procedures designed to ensure that information
required to be  disclosed  in Company  reports  filed under the  Exchange Act is
accumulated  and  communicated  to  management,  including the  Company's  Chief
Executive and Chief Financial Officer as appropriate,  to allow timely decisions
regarding required disclosure.

                          PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

None

ITEM 2 - CHANGES IN SECURITIES

On August 4, 2004, the Company sold 2,754,500 shares of restricted  common stock
at $0.01 per share for gross  proceeds  of $27,545,  pursuant to a  subscription
agreement,  to Glenn A. Little, who became the Company's current Chief Executive
Officer.  The Company relied upon Section 4(2) of The Securities Act of 1933, as
amended,  for an exemption from  registration of these shares and no underwriter
was used in this transaction.  As a result of this transaction,  Glenn A. Little
became the Company's controlling shareholder,  owning 3,554,000 of the 5,000,000
shares  issued and  outstanding  shares of the  Registrant's  common  stock,  or
approximately 71.08%, at the close of business on August 4, 2004.

ITEM 3 - DEFAULTS ON SENIOR SECURITIES

None

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

The  Company  has held no  regularly  scheduled,  called or special  meetings of
shareholders during the reporting period.

ITEM 5 - OTHER INFORMATION

None

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

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

Reports on Form 8-K

     None
--------------------------------------------------------------------------------
                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                            FAST EDDIE RACING STABLES, INC.


Dated: October 4, 2004                      /s/ Glenn A. Little
       ---------------                      ------------------------------------
                                                                 Glenn A. Little
                                              President, Chief Executive Officer
                                            Chief Financial Officer and Director

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