UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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, 2004

[_]      Transition Report pursuant to 13 or 15(d) of the Securities Exchange
                                   Act of 1934

                 For the transition period __________to_________

                         Commission File Number 0-26407

                               BAROQUE CORPORATION

        (Exact name of small business issuer as specified in its charter)

          DELAWARE                                         52-2174897
 ----------------------------                  ---------------------------------
 (State or other jurisdiction                  (IRS Employer Identification No.)
of incorporation or organization)


                           7050 Village Drive, Suite F
                          Buena Park, California 90621

               (Address of principal executive offices) (Zip Code)

         Issuer's telephone number, including area code: (714) 522-8255


Check whether the issuer (1) 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
reports), and (2) has been subject to such filing requirements for the past 90
days. [ ] Yes [X] No

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: 5,000,000 shares of $.0001 par value
common stock as of September 30, 2004.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]



<PAGE>


                               BAROQUE CORPORATION

                                      INDEX

                        [TO BE FINALIZED PRIOR TO FILING]

PART I. - FINANCIAL INFORMATION
   ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)

      CONDENSED BALANCE SHEETS................................................3
      CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)..........................4
      CONDENSED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY FOR THE
        NINE MONTHS ENDED SEPTEMBER 30, 2004 (UNAUDITED)......................5
      CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)..........................6
      NOTES TO FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2004 (UNAUDITED)......7
   ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS........9
   ITEM 3. CONTROLS AND PROCEDURES............................................12
PART II - OTHER INFORMATION...................................................13
   ITEM 1.  LEGAL  PROCEEDINGS................................................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....................................................................14



                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  CONDENSED FINANCIAL STATEMENTS.

                               BAROQUE CORPORATION

                  (A WHOLLY-OWNED SUBSIDIARY OF QUIK-PIX, INC.)

                          (A DEVELOPMENT STAGE COMPANY)

                            CONDENSED BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                                                  SEPTEMBER 30,       DECEMBER 31
                                                                                     2004                 2003
                                                                                  -------------       -----------
                                                                                   (UNAUDITED)
                                                                                  -------------       -----------
<S>                                                                                 <C>                 <C>
CURRENT ASSETS
Cash                                                                                $    --             $ 1,565
                                                                                    -------             -------
     Total Current Assets                                                                                 1,565
                                                                                    =======             =======
TOTAL ASSETS                                                                        $    --             $ 1,565
                                                                                    =======             =======

                      LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES

Due to Parent, Quik-Pix, Inc.                                                       $    --             $ 1,419
                                                                                    -------             -------
     Total Current Liabilities                                                           --               1,419
                                                                                    -------             -------
TOTAL LIABILITIES                                                                        --               1,419
                                                                                    -------             -------

STOCKHOLDER'S EQUITY

Preferred Stock, $.0001 par value,
 20,000,000 shares authorized, no shares
 issued and outstanding                                                                  --                  --
Common Stock, $.0001 par value, 100,000,000 shares authorized, 5,000,000
shares issued and outstanding                                                           500                 500
Additional paid-in capital                                                            4,830               4,830
Deficit accumulated during development stage                                         (5,330)             (5,184)
                                                                                    -------             -------
     Total Stockholder's Equity                                                          --                 146
                                                                                    -------             -------

TOTAL LIABILITIES AND
 STOCKHOLDER'S EQUITY                                                               $    --             $ 1,565
                                                                                    =======             =======
</TABLE>



            See accompanying notes to condensed financial statements


                                       3
<PAGE>

                               BAROQUE CORPORATION
                  (A WHOLLY-OWNED SUBSIDIARY OF QUIK-PIX, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                                                    FOR THE PERIOD
                                                       FOR THE                              FOR THE                   FROM JUNE 7,
                                                  THREE MONTHS ENDED                    NINE MONTHS ENDED          1999 (INCEPTION)
                                                    SEPTEMBER 30,                          SEPTEMBER 30,           TO SEPTEMBER 30,
                                          ------------------------------------------------------------------------------------------
                                                 2004             2003                2004                2003           2004
                                          ------------------------------------------------------------------------------------------
<S>                                       <C>                  <C>                  <C>                  <C>            <C>
Revenues                                  $      --            $      --            $      --            $              $        --

Expenses

   Executive services                            --                   --                   --                   --            3,500
      contributed by president
   Organization expense                          --                   --                   --                   --              580
   Professional fees                             --                   --                   --                   --              750
   Miscellaneous expenses                        --                   --                  146                   --              500
                                          ---------            ---------            ---------            ---------      -----------
     Total Expenses                              --                   --                  146                   --            5,330
                                          ---------            ---------            ---------            ---------      -----------

NET LOSS                                  $      --            $      --            $    (146)           $      --      $    (5,330)
                                          =========            =========            =========            =========      ===========

NET LOSS PER SHARE-
BASIC AND DILUTED                         $      --            $      --            $      --            $      --
                                          =========            =========            =========            =========
WEIGHTED AVERAGE
 NUMBER OF SHARES
 OUTSTANDING-BASIC
 AND DILUTED                              5,000,000            5,000,000            5,000,000            5,000,000
                                          =========            =========            =========            =========
</TABLE>



             See accompanying notes to condensed financial statement



                                       4
<PAGE>


                               BAROQUE CORPORATION
                  (A WHOLLY-OWNED SUBSIDIARY OF QUIK-PIX, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
             CONDENSED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                         Deficit
                                                                                       Accumulated
                                                                        Additional       During
                                           Common Stock Issued           Paid-In       Development
                                         Shares           Amount         Capital          Stage            Total
                                         ---------       ---------       ---------       ---------        ---------
<S>                                      <C>             <C>             <C>             <C>              <C>
January 1, 2004                          5,000,000       $     500       $   4,830       $  (5,184)       $     146

Net loss for the  nine months
ended, September 30, 2004
                                                                                              (146)            (146)
                                         ---------       ---------       ---------       ---------        ---------
BALANCE, SEPTEMBER 30, 2004
(unaudited)
                                         5,000,000       $     500       $   4,830       $  (5,330)       $       0
                                         =========       =========       =========       =========        =========
</TABLE>


            See accompanying notes to condensed financial statements



                                       5
<PAGE>



                               BAROQUE CORPORATION
                  (A WHOLLY-OWNED SUBSIDIARY OF QUIK-PIX, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                        FOR THE PERIOD
                                                                   FOR THE NINE        FOR THE NINE    FROM JUNE 7, 1999
                                                                   MONTHS ENDED        MONTHS ENDED      (INCEPTION) TO
                                                                SEPTEMBER 30, 2004  SEPTEMBER 30, 2003  SEPTEMBER 30, 2004
                                                                ------------------  ------------------  ------------------
<S>                                                                   <C>                 <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net Loss                                                             $  (146)            $    --            $(5,330)
                                                                      -------             -------            -------
      Cash Used In Operating Activities                                  (146)                 --             (5,330)
                                                                      -------             -------            -------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Sale of common stock                                                                                        500
     Due to related party                                              (1,419)              1,419              4,830
                                                                      -------             -------            -------
          Net Cash Provided (Used) By Financing Activities             (1,419)              1,419              5,330
                                                                      -------             -------            -------
INCREASE (DECREASE) IN CASH                                            (1,565)              1,419                 --
CASH - BEGINNING OF PERIOD                                              1,565                 146                 --
                                                                      -------             -------            -------
CASH - END OF PERIOD                                                  $    --             $ 1,565            $    --
                                                                      =======             =======            =======
</TABLE>



            See accompanying notes to condensed financial statements


                                       6
<PAGE>
                               BAROQUE CORPORATION
                  (A WHOLLY-OWNED SUBSIDIARY OF QUIK-PIX, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
          AS OF SEPTEMBER 30, 2004 (UNAUDITED)AS OF SEPTEMBER 30, 2004

NOTE 1.  BUSINESS OPERATIONS AND RECENT ACCOUNTING
         PROUNCEMENTS.

ORGANIZATION AND BUSINESS OPERATIONS

Baroque Corporation ("we" or "our") (A wholly-owned subsidiary of Quik-Pix, Inc
and a development stage company) was incorporated in Delaware on June 7, 1999 to
serve as a vehicle to effect a merger, exchange of capital stock, asset
acquisition or other business combination with a domestic or foreign private
business (see Note 2). At September 30, 2004 we had not yet commenced any formal
business operations and all activity to date relates to our formation.

BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States for interim
financial information and the instructions for Form 10-QSB and Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States for complete
financial statements.

All adjustments that, in the opinion of management are necessary for a fair
presentation of the results of operations for the interim periods have been made
and are of a recurring nature unless otherwise disclosed herein. These financial
statements should be read in conjunction with our Annual Report on Form 10-KSB
for the year ended December 31, 2003.

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. Our 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 our Company for the respective periods being presented.

USE OF ESTIMATES

The preparation of the financial statements in conformity with generally
accepted accounting principles 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.

LOSS PER COMMON SHARE

We report earnings (loss) per share in accordance with SFAS No. 128, "Earnings
per Share." Basic earnings (loss) per share are computed by dividing income
(loss) available to common shareholders by the weighted average number of common
shares available.



                                       7
<PAGE>

                               BAROQUE CORPORATION
                  (A WHOLLY-OWNED SUBSIDIARY OF QUIK-PIX, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      AS OF SEPTEMBER 30, 2004 (UNAUDITED)

RECENT ACCOUNTING PRONOUNCEMENTS

In May 2003, the FASB issued SFAS 150 - "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity", effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective at the beginning of the first interim period beginning after June
15, 2003. This Statement establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both liabilities
and equity. It requires that an issuer classify a freestanding financial
instrument that is within its scope as a liability (or an asset in some
circumstances). Many of those instruments were previously classified as equity.
Some of the provisions of this Statement are consistent with the current
definition of liabilities in FASB Concepts Statement No. 6, Elements of
Financial Statements. We are evaluating the effect of this new pronouncement and
will adopt FASB 150 within the prescribed time.

In January 2003, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation No. 46 (FIN 46), "Consolidation of Variable Interest Entities,"
which clarifies the application of Accounting Research Bulletin No. 51,
"Consolidated Financial Statements," relating to consolidation of certain
entities. In December 2003, the FASB issued a revised FIN 46 "46R" that replaced
the original FIN 46. FIN 46R requires identification of a company's
participation in variable interest entities (VIEs), which are defined as
entities with a level of invested equity that is not sufficient to fund future
activities to permit it to operate on a standalone basis. For entities
identified as a VIE, FIN 46R sets forth a model to evaluate potential
consolidation based on an assessment of which party to the VIE (if any) bears a
majority of the exposure to its expected losses, or stands to gain from a
majority of its expected returns. FIN 46R also sets forth certain disclosures
regarding interests in VIEs that are deemed significant, even if consolidation
is not required. We are not currently participating in, or invested in any VIEs,
as defined in FIN 46R.

NOTE 2.  SUBSEQUENT EVENT.

On December 7, 2004, we entered into a letter of intent to acquire all of the
assets of Global Food Technologies, Inc., a corporation ("GFT") for which we
intend to distribute an amount of shares equal to ninety-seven percent (97%) of
our total issued and outstanding capital stock to the shareholders of GFT. We
anticipate that the transaction will qualify as a tax-free reorganization
pursuant to Section 368 of the Internal Revenue Code of 1986, as amended. The
Transaction will result in a change of control of our Company.



                                       8
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

FORWARD LOOKING STATEMENTS

The following presentation of Management's Discussion and Analysis should be
read in conjunction with the financial statements and notes thereto included in
Item 1 of this Quarterly Report on Form 10-QSB. Except for the historical
information contained herein, the discussion in this report contains certain
forward-looking statements that involve risks and uncertainties, such as
statements of our business plans, objectives, expectations and intentions as of
the date of this filing. The cautionary statements about reliance on
forward-looking statements made earlier in this document should be taken into
serious consideration with respect to all forward-looking statements wherever
they appear in this report, notwithstanding that the "safe harbor" protections
available to some publicly reporting companies under applicable federal
securities law do not apply to us as a blank check company and an issuer of
penny stocks. Prospective investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve risk and
uncertainties, and that actual results may differ materially from those
contemplated by such forward-looking statements. Readers are urged to carefully
review and consider the various disclosures made by us in this Report as well as
in our other reports filed with the Securities and Exchange Commission.
Important factors currently known to Management could cause actual results to
differ materially from those in forward-looking statements. We undertake no
obligation to update or revise forward-looking statements to reflect changed
assumptions, the occurrence of unanticipated events or changes in the future
operating results over time. We believe that our assumptions are based upon
reasonable data derived from and known about our business and operations. No
assurances are made that actual results of operations or the results of any
future activities will not differ materially from our assumptions.

PLAN OF OPERATION.

We intend to seek, investigate and, if such investigation warrants, acquire an
interest in one or more business opportunities presented to us by persons or
firms who or which desire to seek the perceived advantages of being a
publicly-reporting corporation.

We will not limit our efforts to any specific business, industry or geographical
location, and we may participate in a business venture of virtually any kind or
nature. The discussion of the proposed business under this caption and
throughout is purposefully general and is not meant to be restrictive of our
discretion to search for and enter into one or more potential business
opportunities. On December 7, 2004, we entered into a letter of intent to
acquire all of the assets of Global Food Technologies, Inc., a corporation
("GFT") for which we intend to distribute an amount of shares equal to
ninety-seven percent (97%) of our total issued and outstanding capital stock to
the shareholders of GFT. We anticipate that the transaction will qualify as a
tax-free reorganization pursuant to Section 368 of the Internal Revenue Code of
1986, as amended. The Transaction will result in a change of control of our
Company.



                                       9
<PAGE>

We may obtain funds in one or more private placements to finance the operation
of any acquired business, if necessary, and such financing might occur prior to,
during or after such an acquisition. Persons purchasing securities in these
placements and other shareholders will likely not have the opportunity to
participate in the decision relating to any business transaction, nor to
influence the company following any such transaction. Our proposed business is
sometimes referred to as a "blind pool", because investors will entrust their
investment monies to our management before they have a chance to analyze any
ultimate use to which their money may be put. Consequently, our potential
success is heavily dependent on our management, which will have unlimited
discretion in searching for and entering into a business opportunity. Our
current management will likely not have had any real experience in the industry
sections applicable to any proposed business we may enter into. There can be no
assurance that we will be able to raise any funds in private placement or other
fundraising efforts, or that any business transaction will ultimately ever take
place.

RESULTS OF OPERATION.

During the period from June 7, 1999 (inception) through September 30, 2004, we
have engaged in no significant operations other than organizational activities,
preparation for registration of our securities under the Exchange Act, and
issuance of shares to our sole shareholder. No revenues were received by us
during this entire period.

For the period covered under this report, we incurred a loss as a result of
organizational expenses, expenses associated with registration under the
Exchange Act, and expenses associated with locating and evaluating acquisition
candidates. We anticipate that until a business combination is actually
completed with an acquisition candidate, we will generate no revenues (other
than possible interest income), and we may continue to operate at a loss even
after completing a business transaction, depending upon the performance of the
acquired business and its financial condition at and after the completion of any
such transaction.

LIQUIDITY AND FINANCIAL RESOURCES

Since the date of our incorporation, we have experienced no significant change
in liquidity or capital resources or stockholder's equity. Our balance sheet as
of September 30, 2004 reflects no current or total assets.

We will carry out our plan of business as discussed in this Report. We cannot
predict to what extent our liquidity and capital resources will be diminished
prior to the consummation of a business combination, or whether our capital will
be further depleted by the operating losses (if any) of the business entity
which we may eventually acquire or merge with.

NEED FOR ADDITIONAL FINANCING

We believe that our existing capital and our available trade terms with our
vendors will be sufficient to meet our immediate cash needs for a period of
approximately one year. Accordingly, in the event we are not able to complete a
business combination during this period, we anticipate that our existing capital
will be insufficient to allow us to accomplish the goal of completing a business
combination without receipt of further invested capital and/or loans. There can
be no assurance, however, that our available funds will ultimately prove to be
adequate to allow us to complete a business combination even in less than a
year's time, and once a business combination is completed, our needs for
additional financing are likely to increase substantially.



                                       10
<PAGE>

FEDERAL INCOME TAX ASPECTS OF INVESTMENT IN THE COMPANY

The discussion contained herein has been prepared by our management and is based
upon existing law as contained in the Internal Revenue Code, as amended, United
States Treasury Regulations ("Treasury Regulations"), administrative rulings and
court decisions as of the date of this Report. No assurance can be given that
future legislative enactments, administrative rulings or court decisions will
not modify the legal basis for statements contained in this discussion. Any such
development may be applied retroactively to transactions completed by us prior
to the date thereof, and could contain provisions having an adverse affect upon
us and our shareholders. In addition, several of the issues dealt with in this
summary are the subjects of proposed and temporary Treasury Regulations. No
assurance can be given that these regulations will be finally adopted in their
present form.

RECENT ACCOUNTING PRONOUNCEMENTS

In April 2003, the FASB issued SFAS 149 - "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities", effective for contracts entered
into or modified after June 30, 2003, except as stated below and for hedging
relationships designated after June 30, 2003. In addition, except as stated
below, all provisions of this Statement should be applied prospectively. The
provisions of this Statement that relate to Statement 133 Implementation Issues
that have been effective for fiscal quarters that began prior to June 15, 2003,
should continue to be applied in accordance with their respective effective
dates.


In addition, paragraphs 7(a) and 23(a) of SFAS 149, which relate to forward
purchases or sales of when-issued securities or other securities that do not yet
exist, should be applied to both existing contracts and new contracts entered
into after June 30, 2003. Although we do not participate in such transactions at
this time, we are currently evaluating the effect of this new pronouncement, if
any, and will adopt FASB 149 within the prescribed time.


In May 2003, the FASB issued SFAS 150 - "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity", effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective at the beginning of the first interim period beginning after June
15, 2003. This Statement establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both liabilities
and equity. It requires that an issuer classify a freestanding financial
instrument that is within its scope as a liability (or an asset in some
circumstances). Many of those instruments were previously classified as equity.
Some of the provisions of this Statement are consistent with the current
definition of liabilities in FASB Concepts Statement No. 6, Elements of
Financial Statements. We are currently evaluating the effect of this new
pronouncement and will adopt FASB 150 within the prescribed time.


In January 2003, (as revised in December 2003) The Financial Accounting
Standards Board ("FASB") issued Interpretation No. 46, "Consolidation of
Variable Interest Entities", an interpretation of Accounting Research Bulletin
("ARB") No. 51, entity; (ii) the equity investors lack one or more of the
following essential characteristics of a controlling financial interest: the
direct or indirect ability to make decisions about the entities activities
through voting rights or similar rights; or the obligation to absorb the
expected losses of the entity if they occur, which makes it possible for the
entity to finance its activities; the right to receive the expected residual
returns of the entity if they occur, which is the compensation for the risk of
absorbing the expected losses.



                                       11
<PAGE>

Interpretation No. 46, as revised, also requires expanded disclosures by the
primary beneficiary (as defined) of a variable interest entity and by an
enterprise that holds a significant variable interest in a variable interest
entity but is not the primary beneficiary.


Interpretation No. 46, as revised, applies to small business issuers no later
than the end of the first reporting period that ends after December 15, 2004.
This effective date includes those entities to which Interpretation 46 had
previously been applied. However, prior to the required application of
Interpretation No. 46, a public entity that is a small business issuer shall
apply Interpretation 46 or this Interpretation to those entities that are
considered to be special-purpose entities no later than as of the end of the
first reporting period that ends after December 15, 2003.


Interpretation No. 46 may be applied prospectively with a cumulative-effect
adjustment as of the date on which it is first applied or by restating
previously issued financial statements for one or more years with a
cumulative-effect adjustment as of the beginning of the first year restated.


In March 2004, the U.S. Securities and Exchange Commission's Office of the Chief
Accountant and the Division of Corporate Finance released Staff Accounting
bulletin ("SAB") No. 105 "Loan Commitments Accounted for as Derivative
Instruments". This bulletin contains specific guidance on the inputs to a
valuation-recognition model to measure loan commitments accounted for at fair
value, and requires that fair-value measurement include only differences between
the guaranteed interest rate in the loan commitment and market interest rate,
excluding any expected future cash flows related to the customer relationship or
loan servicing. In addition, SAB 105 requires the disclosure of the accounting
policy for loan commitments, including methods and assumptions used to estimate
the fair value of loan commitments, and any associated hedging strategies. SAB
105 is effective for derivative instruments entered into subsequent to March 31,
2004 and should also be applied to existing instruments as appropriate. As of
the date hereof, we have not yet completed our evaluation of SAB 105, but we do
not anticipate a material impact on our financial statements.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

ITEM 3. CONTROLS AND PROCEDURES.

Our Chief Executive Officer, President, and Chief Financial Officer (the
"Certifying Officers") are responsible for establishing and maintaining our
disclosure controls and procedures. The Certifying Officers have designed such
disclosure controls and procedures to ensure that material information is made
known to them, particularly during the period in which this Report was prepared.

The Certifying Officers have evaluated the effectiveness of our disclosure
controls and procedures as of September 30, 2004, and believe that our
disclosure controls and procedures are effective based on the required
evaluation. There have been no significant changes in internal controls over
financial reporting or in other factors that could significantly affect internal
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.



                                       12
<PAGE>

PART II - OTHER INFORMATION

ITEM 1.  LEGAL  PROCEEDINGS

We are not a party to any material legal proceedings and to our knowledge; no
such proceedings are threatened or contemplated.

ITEM 2.  CHANGES IN SECURITIES

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

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

No matters were submitted to our security holders for a vote during the fiscal
quarter ended September 30, 2004.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Exhibits

EXHIBIT NUMBER    DESCRIPTION
--------------    -----------

3.1               Certificate of Incorporation of Baroque Corporation (1)

3.2               Bylaws of Baroque Corporation (1)

4.1               Specimen Stock Certificate of Baroque Corporation (2)

10.1              Agreement with an effective date of June 7, 1999 between
                  Baroque Corporation and TPG Capital Corporation (2)

10.2              Letter Agreement dated October 13, 1999 between Baroque
                  Corporation and TPG Capital Corporation (2)

31.1              Certification of Chief Executive Officer pursuant to Rule
                  13a-14 and Rule 15d-14(a), promulgated under the Securities
                  and Exchange Act of 1934, as amended.*



                                       13
<PAGE>

31.2              Certification of Chief Financial Officer pursuant to Rule
                  13a-14 and Rule 15d-14(a), promulgated under the Securities
                  and Exchange Act of 1934, as amended.*

32.1              Certification of Chief Executive Officer pursuant to pursuant
                  to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
                  of the Sarbanes-Oxley Act of 2002*

32.2              Certification of Chief Financial Officer pursuant to pursuant
                  to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
                  of the Sarbanes-Oxley Act of 2002*

99.1              Correspondence dated November 4, 1999 from Lee W. Cassidy to
                  Peggy Fisher (Securities and Exchange Commission)(2)


*    Filed herewith.

(1) Filed as an exhibit to a registration statement on Form 10-SB on June 17,
1999.

(2) Filed as an exhibit to a registration statement on Form 10-SB originally
filed on June 17, 1999 and as amended on November 8, 1999.

(b) Reports on Form 8-K.

No reports on Form 8-K were filed during the quarter ended September 30, 2004.

                                   SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

BAROQUE CORPORATION

Date:     February ___, 2005

By:   /s/Stephen J. Fryer
      ----------------------------------
         STEPHEN J. FRYER
         CHIEF EXECUTIVE OFFICER
         (PRINCIPAL EXECUTIVE OFFICER)


By:   /s/Robert Dietrich
      ----------------------------------
         ROBERT DIETRICH
         CHIEF FINANCIAL OFFICER
         (PRINCIPAL FINANCIAL OFFICER)


                                       14