U.S. SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C.  20549

                             FORM 10-QSB

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     FOR THE QUARTERLY PERIOD ENDED:  September 30, 2005

                                  OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                  COMMISSION FILE NUMBER:  333-83125

                     FIRST GROWTH INVESTORS, INC.
        (Exact name of registrant as specified in its charter)


           NEVADA                                   87-0569467
     (State or other jurisdiction                 (I.R.S. Employer
     of incorporation or organization)            Identification No.)


           2508 South 1300 East, Salt Lake City, Utah 84106
               (Address of principal executive offices)

                            (801) 466-7808
         (Registrant's telephone number, including area code)


     (Former name, former address and former fiscal year, if changed since
last report)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such report(s), and (2) has been subject to such filing
requirements for the past 90 days.               YES [X]  NO [  ]


The number of $.001 par value common shares outstanding at September 30, 2005:
2,000,000

<PAGE>

                    PART I - FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS

     See attached.

<PAGE>











                       FIRST GROWTH INVESTORS, INC.
                       [A Development Stage Company]

                 UNAUDITED CONDENSED FINANCIAL STATEMENTS

                            SEPTEMBER 30, 2005






















<PAGE>


                       FIRST GROWTH INVESTORS, INC.
                       [A Development Stage Company]




                                 CONTENTS

                                                          PAGE

        -    Unaudited Condensed Balance Sheets,
            September 30, 2005 and December 31, 2004         2


        -    Unaudited Condensed Statements of Operations,
            for the three and nine months ended September
            30, 2005 and 2004 and from inception on
            September 9, 1997 through September 30, 2005     3


        -    Unaudited Condensed Statements of Cash Flows,
            for the nine months ended September 30, 2005
            and 2004 and from inception on September 9,
            1997 through September 30, 2005                  4


        -    Notes to Unaudited Condensed Financial
            Statements                                   5 - 9










<PAGE>

                       FIRST GROWTH INVESTORS, INC.
                       [A Development Stage Company]

                    UNAUDITED CONDENSED BALANCE SHEETS


                                  ASSETS

                                        September 30,  December 31,
                                             2005          2004
                                         ___________   ___________
CURRENT ASSETS:
  Cash                                   $         -   $     1,403
                                         ___________   ___________
        Total Current Assets                       -         1,403
                                         ___________   ___________
                                         $         -   $     1,403
                                         ___________   ___________

              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES:
  Accounts payable                       $         -   $     1,820
  Accrued interest - related party               174             -
  Advances from related party                  6,138             -
                                         ___________   ___________
        Total Current Liabilities              6,312         1,820
                                         ___________   ___________

STOCKHOLDERS' EQUITY (DEFICIT):
  Preferred stock, $.001 par value,
   1,000,000 shares authorized,
   no shares issued and outstanding                -             -
  Common stock, $.001 par value,
   24,000,000 shares authorized,
   2,000,000 shares issued and
   outstanding                                 2,000         2,000
  Capital in excess of par value              74,035        74,035
  Deficit accumulated during the
    development stage                        (82,347)      (76,452)
                                         ___________   ___________
        Total Stockholders'
          Equity (Deficit)                    (6,312)         (417)
                                         ___________   ___________
                                         $         -   $     1,403
                                         ___________   ___________





Note: The balance sheet at December 31, 2004 was taken from the audited
   financial statements at that date and condensed.


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

                                     - 2 -


<PAGE>


                       FIRST GROWTH INVESTORS, INC.
                       [A Development Stage Company]

               UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

                            For the Three     For the Nine    From Inception
                            Months Ended      Months Ended    on September 9,
                            September 30,     September 30,    1997, Through
                          _________________ _________________  September 30,
                            2005     2004     2005     2004        2005
                          ________ ________ ________ ________ ______________
REVENUE                   $      - $      - $      - $      - $            -

EXPENSES:
  General and
    administrative           1,570    1,730    5,721    5,901         19,356
                          ________ ________ ________ ________ ______________
LOSS BEFORE OTHER INCOME
 (EXPENSE)                  (1,570)  (1,730)  (5,721)  (5,901)       (19,356)

OTHER INCOME (EXPENSE):
  Interest Expense            (114)    (473)    (174)  (1,293)        (7,735)
                          ________ ________ ________ ________ ______________
LOSS BEFORE INCOME TAXES    (1,684)  (2,203)  (5,895)  (7,194)       (27,091)

CURRENT TAX EXPENSE              -        -        -        -              -

DEFERRED TAX EXPENSE             -        -        -        -              -
                          ________ ________ ________ ________ ______________
LOSS FROM CONTINUING
OPERATIONS                  (1,684)  (2,203)  (5,895)  (7,194)       (27,091)
                          ________ ________ ________ ________ ______________
DISCONTINUED OPERATIONS:
  Loss from operations of
   discontinued wine
   investment business
   (net of $0 in income
   taxes)                        -        -        -        -        (54,506)
  Gain (loss) on disposal
   of discontinued wine
   investment business
   operations (net of $0
   in income taxes)              -        -        -        -              -
                          ________ ________ ________ ________ ______________
LOSS FROM DISCONTINUED
OPERATIONS                       -        -        -        -        (54,506)
                          ________ ________ ________ ________ ______________
CUMULATIVE EFFECT OF
 CHANGE IN ACCOUNTING
 PRINCIPLE                       -        -        -        -           (750)
                          ________ ________ ________ ________ ______________
NET LOSS                  $ (1,684)$ (2,203)$ (5,895)$ (7,194)$      (82,347)
                          ________ ________ ________ ________ ______________
LOSS PER COMMON SHARE:
  Continuing operations       (.00)    (.00)    (.00)    (.00)          (.01)
  Discontinued operations        -        -        -        -           (.03)
  Gain (loss) on disposal
   of discontinued
   operations                    -        -        -        -              -
  Cumulative effect of
   change in accounting
   principle                     -        -        -        -           (.00)
                          ________ ________ ________ ________ ______________
  Net Loss Per Common
   Share                  $   (.00)$   (.00)$   (.00)$   (.00)$         (.04)
                          ________ ________ ________ ________ ______________

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

                                     - 3 -


<PAGE>


                       FIRST GROWTH INVESTORS, INC.
                       [A Development Stage Company]

               UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


                                                              From Inception
                                        For the Nine Months   on September 9,
                                        Ended September 30,    1997 Through
                                      ______________________   September 30,
                                         2005        2004          2005
                                      __________  __________  ______________
Cash Flows from Operating Activities:
 Net loss                             $   (5,895) $   (7,194) $      (82,347)
 Adjustments to reconcile net loss
   to net cash used by operating
   activities:
  Amortization expense                         -           -             250
  Effect of change in accounting
   principle                                   -           -             750
  Changes in assets and liabilities:
   Increase in accrued interest -
    related party                            174       1,294           6,552
   (Decrease) Increase in accounts
    payable                               (1,820)        475               -

                                      __________  __________  ______________
        Net Cash (Used) by
          Operating Activities            (7,541)     (5,425)        (74,795)
                                      __________  __________  ______________

Cash Flows from Investing Activities:
 Payment of organization costs                 -           -          (1,000)
                                      __________  __________  ______________
        Net Cash (Used) by
          Investing Activities                 -           -          (1,000)
                                      __________  __________  ______________

Cash Flows from Financing Activities:
 Proceeds from related party advances      6,138       1,922          26,433
 Proceeds from common stock issuance           -           -          55,050
 Stock offering costs                          -           -          (5,688)
 Proceeds from short-term loan and
  advance                                      -           -          27,350
 Payments on short-term loan and
  advance                                      -           -         (27,350)
                                      __________  __________  ______________
     Net Cash Provided by
       Financing Activities                6,138       1,922          75,795
                                      __________  __________  ______________

Net Increase (Decrease) in Cash           (1,403)     (3,503)              -

Cash at Beginning of Period                1,403       3,503               -
                                      __________  __________  ______________

Cash at End of Period                 $        -  $        -  $            -
                                      __________  __________  ______________

Supplemental Disclosures of Cash Flow Information:
  Cash paid during the periods for:
    Interest                          $        -  $        -  $          994
    Income taxes                      $        -  $        -  $        1,905

Supplemental Schedule of Non-cash Investing and Financing Activities:
  For the nine months ended September 30, 2005:
     None

  For the nine months ended September 30, 2004:
     None



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

                                     - 4 -


<PAGE>


                       FIRST GROWTH INVESTORS, INC.
                       [A Development Stage Company]

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization  - First Growth Investors, Inc. ("the Company") was  organized
  under  the  laws of the State of Nevada on September 9, 1997.  The  Company
  previously  bought  and  sold investments in  wine  and  champagne  but  is
  currently seeking other potential business opportunities.  The Company  has
  not  generated  significant revenues and is considered a development  stage
  company  as defined in Statement of Financial Accounting Standards  No.  7.
  The  Company  has,  at  the present time, not paid any  dividends  and  any
  dividends  that  may be paid in the future will depend upon  the  financial
  requirements of the Company and other relevant factors.

  Condensed Financial Statements - The accompanying financial statements have
  been  prepared by the Company without audit.  In the opinion of management,
  all adjustments (which include only normal recurring adjustments) necessary
  to  present fairly the financial position, results of operations  and  cash
  flows  at  September 30, 2005 and 2004 and for the periods then ended  have
  been made.

  Certain information and footnote disclosures normally included in financial
  statements  prepared  in  accordance  with  generally  accepted  accounting
  principles in the United States of America have been condensed or  omitted.
  It  is  suggested  that  these condensed financial statements  be  read  in
  conjunction with the financial statements and notes thereto included in the
  Company's  December 31, 2004 audited financial statements.  The results  of
  operations  for  the  periods ended September 30, 2005  and  2004  are  not
  necessarily indicative of the operating results for the full year.

  Cash  and  Cash Equivalents - The Company considers all highly liquid  debt
  investments purchased with a maturity of three months or less  to  be  cash
  equivalents.

  Revenue  Recognition  -  The Company recognizes  revenue  from  sales  upon
  delivery of the product.

  Income  Taxes  -  The Company accounts for income taxes in accordance  with
  Statement of Financial Accounting Standards No. 109, "Accounting for Income
  Taxes."   This  statement  requires an asset  and  liability  approach  for
  accounting for income taxes.

  Loss  Per  Share  - The Company computes loss per share in accordance  with
  Statement  of Financial Accounting Standards No. 128 "Earnings Per  Share,"
  which  requires  the Company to present basic and dilutive loss  per  share
  when the effect is dilutive [See Note 7].

  Accounting   Estimates  -  The  preparation  of  financial  statements   in
  conformity  with  generally accepted accounting principles  in  the  United
  States  of  America requires management to make estimates  and  assumptions
  that affect the reported amounts of assets and liabilities, the disclosures
  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  estimated  by
  management.

                                     - 5 -


<PAGE>


                       FIRST GROWTH INVESTORS, INC.
                       [A Development Stage Company]

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

  Recently  Enacted Accounting Standards - Statement of Financial  Accounting
  Standards ("SFAS") No. 151, "Inventory Costs - an amendment of ARB No.  43,
  Chapter  4",  SFAS  No.  152,  "Accounting  for  Real  Estate  Time-Sharing
  Transactions  - an amendment of FASB Statements No. 66 and  67",  SFAS  No.
  153,  "Exchanges  of Nonmonetary Assets - an amendment of APB  Opinion  No.
  29",  SFAS No. 123 (revised 2004), "Share-Based Payment", and SFAS No.  154
  "Accounting  Changes and Error Corrections - a replacement of  APB  Opinion
  No. 20 and FASB Statement No. 3", were recently issued.  SFAS No. 151, 152,
  153  and  123 (revised 2004) and 154 have no current applicability  to  the
  Company  or  their effect on the financial statements would not  have  been
  significant.

  Reclassification - The financial statements for periods prior to  September
  30,   2005   have  been  reclassified  to  conform  to  the  headings   and
  classifications used in the September 30, 2005 financial statements.

NOTE 2 - DISCONTINUED OPERATIONS

  On  December  31,  2003,  the  Company  discontinued  its  wine  investment
  business.   The Company has accounted for this disposal in accordance  with
  Statement  of Financial Accounting Standards No. 144, "Accounting  for  the
  Impairment or Disposal of Long-Lived Assets".  At September 30,  2005,  the
  Company had no assets or liabilities associated with its discontinued  wine
  investment business.

  The  following  is a summary of the results of operations of the  Company's
  discontinued wine investment business:

                                                            From Inception
                                      For the Nine Months   on September 9,
                                      Ended September 30,    1997 Through
                                    ______________________   September 30,
                                       2005        2004          2005
                                    __________  __________  ______________
  Revenue                           $        -  $        -  $       99,820
  Cost of goods sold                         -           -        (118,168)
  General and administrative                 -           -         (35,253)
  Other income                               -           -           1,000
  Income Taxes                               -           -          (1,905)
                                    __________  __________  ______________
  Net loss                          $        -  $        -  $      (54,506)
                                    __________  __________  ______________

NOTE 3 - CAPITAL STOCK

  Preferred  Stock - The Company has authorized 1,000,000 shares of preferred
  stock, $.001 par value, with such rights, preferences and designations  and
  to  be  issued in such series as determined by the Board of Directors.   No
  shares  are  issued and outstanding at September 30, 2005 and December  31,
  2004.

Common Stock - In September 1997, in connection with its organization, the
 Company issued 1,750,000 shares of its previously authorized but unissued
common stock.  Total proceeds from the sale of stock amounted to $5,050 (or
                      approximately $.0029 per share)


                                     - 6 -


<PAGE>


                       FIRST GROWTH INVESTORS, INC.
                       [A Development Stage Company]

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 3 - CAPITAL STOCK [Continued]

  In  November  1997,  the Company issued 250,000 shares  of  its  previously
  authorized,  but unissued common stock.  Total proceeds from  the  sale  of
  stock  amounted  to $50,000 (or $.20 per share).  Stock offering  costs  of
  $5,688 were netted against the proceeds as a reduction to capital in excess
  of par value.

  Common  Stock  Warrants  -  In 1999, the Company  declared  a  dividend  of
  1,000,000  warrants  to  purchase  common  stock  at  $1.00  per  share  to
  shareholders  of  record as of September 30, 1999.  All 1,000,000  warrants
  expired on June 30, 2002.

NOTE 4 - INCOME TAXES

  The  Company  accounts  for income taxes in accordance  with  Statement  of
  Financial  Accounting  Standards No. 109, "Accounting  for  Income  Taxes".
  SFAS  No.  109  requires  the  Company  to  provide  a  net  deferred   tax
  asset/liability  equal  to  the  expected  future  tax  benefit/expense  of
  temporary reporting differences between book and tax accounting methods and
  any  available operating loss or tax credit carryforwards.  The Company has
  available  at  September  30,  2005,  an  operating  loss  carryforward  of
  approximately  $91,100, which may be applied against future taxable  income
  and which expires in various years through 2025.

  The  amount of and ultimate realization of the benefits from the  operating
  loss carryforwards for income tax purposes is dependent, in part, upon  the
  tax  laws  in effect, the future earnings of the Company, and other  future
  events,  the  effects  of  which  cannot be  determined.   Because  of  the
  uncertainty  surrounding  the realization of the  loss  carryforwards,  the
  Company  has established a valuation allowance equal to the tax  effect  of
  the  loss  carryforwards and, therefore, no deferred  tax  asset  has  been
  recognized  for  the  loss carryforwards.  The net deferred  tax  asset  is
  approximately $31,000 and $29,000 as of September 30, 2005 and December 31,
  2004,  respectively,  with an offsetting valuation allowance  of  the  same
  amount.   The  change in the valuation allowance for the nine months  ended
  September 30, 2005 is approximately $2,000.

NOTE 5 - GOING CONCERN

  The accompanying financial statements have been prepared in conformity with
  generally  accepted accounting principles in the United States of  America,
  which contemplate continuation of the Company as a going concern.  However,
  the  Company  has  incurred  losses since  inception  and  has  no  ongoing
  operations.   Further,  the Company has current liabilities  in  excess  of
  current assets.  These factors raise substantial doubt about the ability of
  the Company to continue as a going concern.  In this regard, management  is
  proposing  to  raise  any  necessary  additional  funds  not  provided   by
  operations  through loans or through additional sales of its common  stock.
  There  is no assurance that the Company will be successful in raising  this
  additional  capital or in achieving profitable operations.   The  financial
  statements  do  not  include any adjustments that  might  result  from  the
  outcome of these uncertainties.


                                     - 7 -


<PAGE>


                       FIRST GROWTH INVESTORS, INC.
                       [A Development Stage Company]

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 6 - RELATED PARTY TRANSACTIONS

  Management Compensation - The Company has not paid any compensation to  its
  officers and directors, as the services provided by them to date have  only
  been nominal.

  Office  Space  - The Company has not had a need to rent office  space.   An
  officer/shareholder  of  the Company is allowing the  Company  to  use  her
  office as a mailing address, as needed, at no expense to the Company.

  Related  Party  Loans  - At September 30, 2005 and  December  31,  2004,  a
  shareholder  of  the  Company  had advanced  a  total  of  $6,138  and  $0,
  respectively,  to  the Company.  The advances are due on  demand  and  bear
  interest  at  10%  per annum.  Interest expense for the nine  months  ended
  September 30, 2005 and 2004 amounted to $174 and $0, respectively.

  At  December 31, 2004 a shareholder of the Company had loaned  a  total  of
  $16,450  to the Company.  At December 31, 2004 the shareholder forgave  all
  the  advances and accrued interest.  Due to the related party nature of the
  debt the Company recorded the forgiveness as a contribution to capital.

  Agreement  and Sale of Investment - The Company entered into  an  agreement
  with  a  shareholder  of the Company that provided for the  shareholder  to
  negotiate the liquidation the Company's investment in champagne.  In  2002,
  the Company sold its investment to a third party through the efforts of the
  shareholder.  The Company sold its investment, which had carrying valued of
  $47,900, for $11,882 resulting in a loss of $36,018.















                                     - 8 -



<PAGE>


                       FIRST GROWTH INVESTORS, INC.
                       [A Development Stage Company]

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 7 - LOSS PER SHARE

  The  following data show the amounts used in computing loss per  share  for
  the periods presented:

                            For the Three     For the Nine    From Inception
                            Months Ended      Months Ended    on September 9,
                            September 30,     September 30,    1997, Through
                          _________________ _________________  September 30,
                            2005     2004     2005     2004        2005
                       _________ _________ _________ _________ ______________
 Income (loss) from
  continuing operations
  (numerator)          $ (1,684) $ (2,203) $ (5,895) $ (7,194) $     (27,091)
 Income (loss) from
  discontinued
  operations (numerator)       -         -         -         -       (54,506)
 Income (loss) from
  cumulative effect of
  change in accounting
  principle                    -         -         -        -           (750)
                       _________ _________ _________ _________ ______________
 Income (loss)
  available to common
  shareholders
  (numerator)          $ (1,684) $ (2,203) $ (5,895) $ (7,194) $     (82,347)
                       _________ _________ _________ _________ ______________

 Weighted average
  number of common
  shares outstanding
  used in loss per
  share for the
  period (denominator) 2,000,000 2,000,000 2,000,000 2,000,000      1,994,818
                       _________ _________ _________ _________ ______________


  Dilutive  loss  per share was not presented, as the Company had  no  common
  equivalent  shares  for  all  periods  presented  that  would  affect   the
  computation of diluted loss per share.

NOTE 8 - CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE

  In  1997,  the  Company  paid $1,000 in organization  costs  which  reflect
  amounts  expended  to  organize the Company.  The  Company  was  previously
  amortizing  the  costs, but during 1999, in accordance  with  Statement  of
  Position  98-5,  the  Company expensed the remaining $750  in  organization
  costs which has been accounted for as a change in accounting principle.

NOTE 9 - SUBSEQUENT EVENTS

  The Company is currently negotiating the potential acquisition of a private
  company.   The potential acquisition will be subject to certain  conditions
  precedent and no assurance can be given that the potential acquisition will
  be complete.  If the potential acquisition is completed, it will involve  a
  change in management and shareholder control of the Company.


                                     - 9 -

<PAGE>

ITEM 2:  MANAGEMENT'S DISCUSSION & ANALYSIS OR PLAN OF OPERATIONS

     First Growth Investors, Inc. (the "Company") was incorporated under the
laws of the State of Nevada on September 9, 1997.  In connection with the
organization, the founders contributed $5,050 cash to initially capitalize
First Growth Investors in exchange for 1,750,000 shares of common stock.  On
October 15, 1997, First Growth Investors commenced a public offering of up to
250,000 shares of its common stock, in reliance upon Rule 504 of Regulation D,
promulgated by the U.S. Securities & Exchange Commission (the "Commission")
under the Securities Act of 1933.  The offering closed in November, 1997.  The
Company sold 250,000 shares of common stock, at $.20 per share, and raised
gross proceeds of $50,000 increasing the total issued and outstanding common
stock to 2,000,000 shares.  The Company then registered a public offering of
its securities.  First Growth Investors declared a distribution of 1,000,000
common stock purchase warrants to shareholders of record as of September 30,
1999.  The Company filed with the Securities and Exchange Commission a
registration statement on Form SB-2, Commission File No. 333-83125, which
became effective October 8, 1999.  The Company then became subject to the
information requirements of the Securities Exchange Act of 1934. Accordingly,
the Company files Annual, Quarterly and other reports and information with the
Commission. Pursuant to the registration statement, the Company then
distributed 1,000,000 warrants.  The warrants were exercisable at $1.00 per
share, on or before June 30, 2002. The warrants have now expired, and no
securities were ever sold pursuant to the offering.

PLAN OF OPERATIONS.

     First Growth Investors was formed to engage in the business of wine
investing. Because this business was not successful, operations were
discontinued as of December 31, 2003. The Company had no operations or revenue
during the last two fiscal years. Due to this, the Company realized a net
loss. The Company does not expect to generate any meaningful revenue or incur
operating expenses, except for administrative, legal, professional, accounting
and auditing costs associated with the filing requirements of a public
reporting company, unless and until it acquires an interest in an operating
company.  The Company does not have sufficient cash to meet its operational
needs for the next twelve months. Management's plan of operation for the next
twelve months is to attempt to raise additional capital through loans from
related parties, debt financing, equity financing or a combination of
financing options. Currently, there are no understandings, commitments or
agreements for such an infusion of capital and no assurances to that effect.
Unless the Company can obtain additional financing, its ability to continue as
a going concern during the next twelve-month period is doubtful. The Company's
need for capital may change dramatically if and during that period, it
acquires an interest in a business opportunity.  The Company's current
operating plan is to (i) handle the administrative and reporting requirements
of a public company, and (ii) search for potential businesses, products,
technologies and companies for acquisition without regard to any specific
business or industry. At present, the Company has no understandings,
commitments or agreements with respect to the acquisition of any business
venture, and there can be no assurance that the Company will identify a
business venture 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
any business venture it acquires.

     There is no written agreement with respect to any potential business
acquisition. If any suitable potential business acquisition is located and
completed, it will in all likelihood involve a change in management and
shareholder control of the company.

     At December 31, 2004, indebtedness of the Company to certain
shareholders in the amount of $26,673 was forgiven and contributed to capital.

ITEM 3. CONTROLS AND PROCEDURES.

     The issuer's principal executive officer or officers and principal
financial officer or officers, or persons performing similar functions, are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))

<PAGE>

and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

     designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under their supervision, to
ensure that material information relating to the issuer, including its
consolidated subsidiaries, is made known to them by others within those
entities, particularly during the period in which the periodic reports are
being prepared;

     designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under their
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;

     evaluated the effectiveness of the issuer's disclosure controls and
procedures as of the end of the fiscal quarter (the "Evaluation Date").

     Based on their evaluation as of the Evaluation Date, their conclusions
about the effectiveness of the disclosure controls and procedures were that
nothing indicated:

     any significant deficiencies in the design or operation of internal
controls which could adversely affect the issuer's ability to record, process,
summarize and report financial data;

     any fraud, whether or not material, that involves management or other
employees who have a significant role in the issuer's internal controls; or

     any material weaknesses in internal controls that have been or should be
identified for the issuer's auditors and disclosed to the issuer's auditors
and the audit committee of the board of directors (or persons fulfilling the
equivalent function).

     Changes in internal control over financial reporting. There was no
significant change in the issuer's internal control over financial reporting
that occurred during the most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the issuer's internal
control over financial reporting.

                     PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     The Company is not a party to any material pending legal proceedings. No
such action is contemplated by the Company nor, to the best of its knowledge,
has any action been threatened against the Company.

ITEM 2.  SALES OF UNREGISTERED EQUITY SECURITIES AND USE OF PROCEEDS

<PAGE>

     (a)  During the period covered by this report, there were no equity
          securities of the issuer, sold by the issuer, that were not
          registered under the Securities Act.

     (b)  During the period covered by this report, there were no securities
          that the issuer sold by registering the securities under the
          Securities Act.

     (c)  During the period covered by this report, there was no repurchase
          made of equity securities registered pursuant to section 12 of the
          Exchange Act. None of the issuer's securities is registered
          pursuant to section 12 of the Exchange Act

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     There has not been any material default in the payment of principal,
interest, a sinking or purchase fund installment, or any other material
default not cured within 30 days, with respect to any indebtedness of the
issuer exceeding 5 percent of the total assets of the issuer.

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

     No matter has been submitted to a vote of security holders during the
period covered by this report, through the solicitation of proxies or
otherwise.

ITEM 5.  OTHER INFORMATION

     None.

ITEM 6.  EXHIBITS.

     Exhibit Index - Exhibits required by Item 601 of Regulation S-B.

     (31) Certifications required by Rules 13a-14(a) or 15d-14(a).

     (32) Section 1350 Certifications


<PAGE>

                              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.


                              FIRST GROWTH INVESTORS, INC.



Date: November 8, 2005             by:      /s/ Pam Jowett
                                   Pam Jowett, President & Director