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UNITED STATES







**FORM 10-QSB**

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



For Quarter Ended**March 31, 2005**

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from     to



**COLE COMPUTER CORPORATION**



NEVADA					76-0547762

(State or other jurisdiction of			        (IRS Employer Identification No.)

incorporation or organization)



**378 North Main, #124; Layton, UT  84041**



Registrant's telephone number including area code:   **(801) 497-9075**





Indicate by check mark whether the registrant (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 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



Number of shares the issuer had outstanding as of April 28, 2005.  4,000,000 shares were held in
treasury by Cole Computer Corporation.

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**PART I**

**ITEM 1 - FINANCIAL STATEMENTS**

The condensed financial statements included herein have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or omitted pursuant
to such rules and regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading.

In the opinion of the Company, all adjustments, consisting of only normal recurring
adjustments, necessary to present fairly the financial position of the Company as of March 31, 2005
and the results of its operations and changes in its financial position from December 31, 2004
through March 31, 2005 have been made.  The results of its operations for the interim period are not
necessarily indicative of the results to be expected for the entire year.

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********



|                                                                                                                 | March 31,

2005

(Unaudited) | December 31,


2004
|---------------------------------------------------------------------------------------------------------------- | ---------------------------- | -------------------
|**Assets**                                                                                                      
|Current Assets                                                                                                   |                              |                    
|Cash                                                                                                             | $	5,328                      | $	5,287            
|Total Current Assets                                                                                             | 5,328                        | 5,287              
|Total Assets                                                                                                     | $	5,328                      | $	5,287            
|                                                                                                                 |                              |                    
|**Liabilities and Stockholders' Equity (Deficit)**                                                              
|Current liabilities                                                                                              |                              |                    
|Notes payable - Related Party                                                                                    | $	947,976                    | $	947,976          
|Accrued interest payable                                                                                         | 99,278                       | 80,325             
|Accounts payable - discontinued operations                                                                       | 211,803                      | 209,896            
|Total Current Liabilities                                                                                        | 1,259,057                    | 1,238,197          
|Stockholders' Equity                                                                                             |                              |                    
|Preferred Stock, 10% cumulative, $100 par value,

10,000,000 shares Authorized, 0 shares issued and

outstanding | -                            | -                  
|Preferred stock, no par value, 10,000,000 shares

authorized, 0 shares issued and outstanding                    | -                            | -                  
|Common stock; $.001 par value, 80,000,000 shares

authorized, 69,437,400 issued and outstanding                  | 69,437                       | 69,437             
|Additional paid in capital                                                                                       | 2,828,771                    | 2,828,771          
|Accumulated deficit                                                                                              | (4,147,937)                  | 4,127,118          
|Less: treasury stock, 4,000,000 shares at cost                                                                   | (4,000)                      | (4,000)            
|Total stockholders' (Deficit)                                                                                    | (1,253,729)                  | (1,232,910)        
|Total Liabilities and Stockholders' Equity (Deficit)                                                             | $5,328                       | $5,287             

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**COLE COMPUTER CORPORATION**



(Unaudited)

|                                                 | For the Three Months Ended
|------------------------------------------------ | --------------------------
|                                                 | March 31

2005            
|Revenue                                          | $-                        
|                                                 |                           
|Costs and Expenses                               |                           
|General & Administrative                         | $	5,328                   
|Total Expenses                                   | 5,328                     
|Income (Loss) from Operations                    | (5,328)                   
|Other Income and (Expenses)                      |                           
|Other Income                                     | 3,462                     
|Interest Expense                                 | (18,953)                  
|Total Other Income and (Expenses)                | (15,491)                  
|Net income (loss) before discontinued operations | (15,491)                  
|Income (Loss) from discontinued operations       | -                         
|Income (Loss) before tax expense                 | (20,819)                  
|Tax expense                                      | -                         
|Net income (loss)                                | $	(20,819)                
|                                                 |                           
|Earnings per share:                              |                           
|Basic and diluted income (loss)                  | $	(0.00)                  
|Weighted Average Outstanding Shares              | 69,437,400                

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**COLE COMPUTER CORPORATION**

Statements of Cash Flows

(Unaudited)

|                                                                                | For the Three months Ended
|------------------------------------------------------------------------------- | --------------------------
|                                                                                | March 31,


2005          
|Cash Flows from Operating Activities                                            |                           
|Net income (loss)                                                               | $	(20,819)                
|Adjustments to reconcile net income to net cash (used in) operating
activities: |                           
|Depreciation                                                                    | -                         
|Change in cash from operating assets and liabilities:                           |                           
|Accounts receivable                                                             | -                         
|Other current assets                                                            | -                         
|Increase in Accounts payable                                                    | 1,907                     
|Accrued Interest Payable                                                        | 18,953                    
|Net cash (used in ) operating activities                                        | 41                        
|Cash Flows from Investing Activities                                            |                           
|Net cash (used in) investing activities                                         | -                         
|Cash Flows From Financing Activities:                                           |                           
|Loan proceeds from notes payable-related party                                  | -                         
|Net cash provided by financing activities                                       | -                         
|Net change in cash                                                              | 41                        
|Cash, Beginning of Period                                                       | 5,287                     
|Cash, End of Period                                                             | $	5,328                   
|Supplemental Disclosures of Cash Flow Information                               |                           
|Interest paid                                                                   | $-                        
|Taxes                                                                           | -                         

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****COLE COMPUTER CORPORATION

NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS

March 31, 2005

(Unaudited)



NOTE 1 - PRESENTATION



The balance sheet of Cole Computer Corporation (the Company) as of March 31, 2005, and related
statements of operations and cash flows for the interim periods ended March 31, 2005 and 2004 included in
the condensed financial statements have been prepared by the Company without audit. In the opinion of
management, the accompanying financial statements include all adjustments (consisting of normal, recurring
adjustments) necessary to summarize fairly the Company's financial position, results of operations and cash
flows. The results of operations for the three months ended March 31, 2005, are not necessarily indicative
of the results of operations for the full year or any other interim period. The information included in this Form
10-QSB should be read in conjunction with Management's Discussion and Analysis and financial statements
and notes thereto included in Cole Computer Corporation's December 31, 2004, Form 10-KSB.



NOTE 2 - NATURE OF BUSINESS



During 2004, the Company's management decided to cease doing business as a retail computer and sales
operation. Accordingly, all activities have been treated as discontinued operations.

NOTE 3 - GOING CONCERN



The Company's financial statements are prepared using generally accepted accounting principles applicable
to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal
course of business.  Currently, the Company does not have significant cash or other material assets, nor does
it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as
a going concern.  The Company does not currently possess a financial institution source of financing and the
Company cannot be certain that it's existing sources of cash will be adequate to meet its liquidity
requirements.  However, the Company is undertaking the following approach to meet its liquidity
requirements.

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**ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.**

****

The discussion and analysis contained herein should be read in conjunction with the preceding
financial statements and the information contained in the Company's Form 10-QSB and the Company's most
recent Form 10-KSB. Except for the historical information contained herein, the matters discussed in this
Form 10-QSB contain forward looking statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private
Securities Litigation Reform Act of 1995, including, among others (i) expected changes in the Company's
revenues and profitability, (ii) the effects of cost-reduction measures, (iii) prospective business opportunities
and (iv) the Company's strategy for improving and funding its business, that are based on management's
beliefs and assumptions, current expectations, estimates, and projections. Statements that are not historical
facts, including, without limitation, statements which are preceded by, followed by, or include the words
"believes," "anticipates," "plans," "expects," "may," "should" or similar expressions are forward-looking
statements. Many of the factors that will determine the Company's future results are beyond the ability of the
Company to control or predict. These statements are subject to risks and uncertainties and, therefore, actual
results may differ materially. All subsequent written and oral forward-looking statements attributable to the
Company, or persons acting on its behalf, are expressly qualified in their entirety by these cautionary
statements. The Company disclaims any obligation to update any forward-looking statements whether as a
result of new information, future events, or otherwise.



During 2004, the Company's management decided to cease doing business as a retail computer and
sales operation. Accordingly, all activities have been treated as discontinued operations.

Liquidity and Capital Resources.  The Company has minimal liquid assets and is currently in the process
of looking for business opportunities to merge with or acquire.  At minimum, the Company will need to raise
additional capital through private funding to meet the financial needs of being a reporting company.  There
is no guarantee that the Company will be successful in obtaining necessary funding to develop any business
opportunities.

Results of Operation.  The Company reported a net loss of $(20,819) and $(67,088) for the quarters
ended March 31, 2005, and March 31, 2004, respectively.  The Company anticipates very little or no
overhead from future operations until a successor business can be acquired or merged.



Plan of Operations.  The Company is currently in the process of looking for business opportunities
to acquire or merge with.  There is no guarantee that management will be successful in finding such an
opportunity.



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**ITEM 3 - CONTROLS AND PROCEDURES.**

(a) Evaluation of disclosure controls and procedures.  The Company's principal executive officer
and its principal financial officer, based on their evaluation of the Company's disclosure controls over
financial reporting and procedures (as defined in Exchange Act Rules 13a-14 (c)) as of December 31,
2004, have concluded that the Company's disclosure controls over financial reporting and procedures are
adequate and effective for the purposes set forth in the definition in Exchange Act rules.

(b) Changes in internal controls over financial reporting.  There were no significant changes in the
Company's internal controls over financial reporting  or in other factors that could significantly affect the
Company's internal controls subsequent to the date of their evaluation



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**OTHER INFORMATION**

Item 1.	Legal Proceedings	None

Item 2.	Changes in Securities 	None

Item 3.	Defaults Upon Senior Securities

Indebtedness:	Nature Of  Default

|Note payable to a corporation, interest at 12%, with remaining
principal and   interest due December 31, 2004, note is currently in
default | 84,289  | Non-payment
|------------------------------------------------------------------------------------------------------------------------------------------- | ------- | -----------
|Note payable to former affiliate, principal and  interest due
February 1, 2005, bearing  interest at 7% , note is currently in
default.     | 414,516 | Non-payment
|Note payable to former affiliate, principal and  interest due
February 1, 2005, bearing  interest at 8% , note is currently in
default.     | 338,272 | Non-payment
|                                                                                                                                            |         |            

Item 4.	Submission of Matters to a Vote of Security Holders	None

Item 5.	Other Information	None

Item 6.	Exhibits and Reports on Form 8-K

1). The following exhibits are filed with this report:

31. Written statement of Chief Executive Officer and Chief Financial Officer with respect  to
the compliance with Section 302 of the Sarbanes-Oxley Act of 2002.

32. Written statement of Chief Executive Officer and Chief Financial Officer with respect to
the compliance with Section 13 (a) and 15(d) of the Securities Exchange Act of 1934 and pursuant to the
19 U.S.C. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002.

2). Reports filed on Form 8-K during the period covered by this report:

a) Item 5.01 Changes in Control of Registrant filed March 22, 2005.

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**SIGNATURES**

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned authorized officer.

Date: May 16, 2005						COLE COMPUTER CORPORATION

By /s/ Wayne Mower****

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**Exhibit 31**

**SECTION 302 CERTIFICATION**

I, Wayne Mower, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Cole Computer Corporation.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this quarterly report.

3.  Based on my knowledge, the financial statements, and other financial information included in this
quarterly report, fairly present in all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this quarterly report;

4.  I am responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 12a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures or caused such controls and procedures to be
designed under my supervision, to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to me by others within those entities, particularly during
the period in which this quarterly report is being prepared.

b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in
this report my conclusions about the effectiveness of the disclosure controls and procedures as of the
end of the period covered by this quarterly report based on such evaluations; and

c) Disclosed in this report any change in the small business issuer's internal control over financial
reporting that occurred during the small business issuer's most recent fiscal quarter  that has
materially affected, or is reasonably likely to materially affect, the registrant's internal control over
financial reporting.

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors (or persons performing the
equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal controls
over financial reporting which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's auditors any material
weaknesses in internal controls over financial reporting.

b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant's internal controls over financial reporting.



Date: May 16, 2005					/s/

Wayne Mower

Chief Executive Officer

and Principal Accounting Officer

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**Exhibit 32**

**CERTIFICATION PURSUANT TO**

**18 U.S.C. SECTION 1350,**

**AS ADOPTED PURSUANT BY**

**SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002**

In connection with the Quarterly Report of Cole Computer Corp., on Form 10-QSB for the period
ending March 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the
*"Report"*), the undersigned, Wayne Mower, Chief Executive Officer and Principal Accounting Officer  of
the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley
Act of 2002, that:

(1) The Report fully complies with the requirements of section 13 (a) or 15 (d) of the Securities
Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial
condition and result of operations of the Company.

Date: May16, 2005			/s/

Wayne Mower, Chief Executive Officer

And Principal Accounting Officer

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