FORM 10-Q FOR THE PERIOD ENDED ~~SEPTEMBER~~MARCH 3031, ~~2011~~2012

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For The Quarterly Period Ended ~~September~~March 3031, ~~2011~~2012

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

For The Transition Period from __________ To _________

Commission file number: 0-266932

BRIGHTCUBE, INC.

(Exact name of registrant as specified in its charter)

Nevada 87-0431036

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

525 Inner Circle, The Villages, Florida 32162

(Address of principal executive offices) (zip code)

(321) 229-5444

(Registrant’s telephone number, including area code)

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

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 for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ~~Yes [ ] No [ X ]~~

Yes [ ] No [ X ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ]

Smaller reporting company [ X ]

Indicate by check mark whether the issuer is a shell company (as defined in rule 12b-2 of the Exchange Act) Yes [ X ] No [ ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required by Section 12, 13, or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court

Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

As of ~~September~~May 3011, ~~2011~~2012, there were 188,043,662 shares of the Registrant's Common stock, $0.001 par value per share, outstanding.

BRIGHTCUBE, INC.

For The Quarterly Period Ended ~~September~~March 3031, ~~2011~~2012

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1	Financial Statements	4
Item 1.	Financial Statements	4
Item 2	Management’s Discussion and Analysis or Plan of Operations	10
	Balance Sheets (unaudited)	4
Item 3	Controls and Procedures	14
	Statements of Operations (unaudited)	5
	Satements of Cash Flows (unaudited)	6
	Notes to Unaudited Interim Financial Statements	6
Item 2	Management's Discussion and Analysis or Plan of Operation	8
Item 3	Quantitative and Qualitative Disclosures About Market Risk	11
Item 4.	Controls and Procedures	11

PART II - OTHER INFORMATION

Item 1	Legal Proceedings	1512
Item 2	Unregistered Sales Of Equity Securities And Use Of Proceeds	15
Item 2.	Unregistered Sales Of Equity Securities And Use Of Proceeds	12
Item 3	Defaults Upon Senior Securities	15
Item 3.	Defaults Upon Senior Securities	12
Item 4	Submission of Matters to a Vote of Security Holders	15
Item 4.	(Removed and Reserved)	12
Item 5	Other Information	1512
Item 6	Exhibits ~~and Reports on Form 8-K~~	1512
	EXHIBIT
	31.1 Certification pursuant to Sabanes-Oxley Section 302
	SIGNATURES	16
	32.1 Certification pursuant to Sabanes-Oxles Section 906

SIGNATURES

THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. SUCH STATEMENTS ARE BASED ON CURRENT EXPECTATIONS, ASSUMPTIONS, ESTIMATES AND PROJECTIONS ABOUT THE COMPANY AND ITS INDUSTRY. FORWARD-LOOKING STATEMENTS ARE SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE, ACHIEVEMENTS AND PROSPECTS TO BE MATERIALLY DIFFERENT FROM THOSE EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS FOR ANY REASON EVEN IF NEW INFORMATION BECOMES AVAILABLE OR OTHER EVENTS OCCUR IN THE FUTURE.

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

Brightcube, Inc.
(Successor Company)
Balance Sheets.
	Sept 30, 2011	December 31, 2010
	(unaudited)
Assets
Current assets
Cash	$1,000	$0
Prepaid expenses	0	700
Total current assets	1,000	700
Total Assets	$1,000	$700
Liabilities and Stockholders' Deficiency
Current liabilities:
Accounts payable-trade	$0	$0
Due to related parties	1,500	0
Total current liabilities	1,500	0
Stockholders' Deficiency:
Common stock-200,000,000 authorized $0.001 par value
188,043,662 issued & outstanding	188,000	188,000
Additional paid-in capital	12,000	3,000
Accumulated deficit	(200,500)	(190,300)
Total Stockholders' Deficiency	(500)	700
Total Liabilities & Stockholders' Deficiency	$1,000	$700
See notes to unaudited interim financial statements.

Brightcube, Inc.

Balance Sheets


	March 31	December 31
	2012	2011
	(unaudited)	(audited)
Assets
Current assets	0	0
Cash	1,637	567
Prepaid expenses	0	0
Total current assets	0	0

Total Assets	1,637	567

Liabilities and Stockholders' Deficiency
Current liabilities:
Accounts payable	0	0
Due to related parties	6,930	6,686
Due to related parties prior years	3,686	0

Total current liabilities	10,616	6,686

Stockholders' Deficiency:
Common stock 200,000,000 authorized $0.001 par value 188,043,662 issued & outstanding	188,044	188,044
Additional paid-in capital	17,988	14,988
Accumulated deficit	215,011	-209,151
Total Stockholders' Deficiency	-8,979	-6,119

Total Liabilities & Stockholders' Deficiency	1,637	567
See notes to unaudited interim financial statements.

Brightcube, Inc.
(Successor Company)
Statement of Operations
(Unaudited)
	Three Months Ended Sept 30,		Nine Months Ended Sept 30,
	2011	2010	2011	2010
Revenue	$0	$0	$0	$0
Costs & Expenses:
Costs of goods sold	0	0	0	0
General & administrative	3,800	3,000	10,200	16,500
Interest	0	0	0	0
Total Costs & Expenses	3,800	3,000	10,200	16,500
Loss from continuing operations before income taxes	(3,800)	(3,000)	(10,200)	(16,500)
Income taxes	0	0	0	0
Net Loss	($3,800)	($3,000)	($10,200)	($16,500)
Basic and diluted per share amounts:
Continuing operations	Nil	Nil	Nil	Nil
Basic and diluted net loss	Nil	Nil	Nil	Nil
Weighted average shares outstanding (basic & diluted)	188,043,662	88,043,662	188,043,662	88,043,662
See notes to unaudited interim financial statements.

Brightcube, Inc.

Statement of Operations

(Unaudited)


	Three Months	Ended March 31,
	2011	2012

Revenue	$ 0	$ 0
Costs & Expenses:
Costs of goods sold	0	0
General & administrative	6,930	3,422
Interest
Total Costs & Expenses	6,930	3,422

Loss from continuing operations	-6,930	-3,422
Income Taxes
Net Loss	($6,930)	($3,422)

Basic and diluted per share amounts:
Continuing operations	Nil	Nil
Basic and diluted net loss	Nil	Nil

Weighted Average shares outstanding	188,043,662	188,043,662

See notes to unaudited interim financial statements.

Brightcube, Inc.
(Successor Company)
Statement of Cash Flows
(Unaudited)
	Nine Months Ended Sept 30,
	2011	2010
Cash flows from operating activities:
Net Loss	($10,200)	($16,500)
Adjustments required to reconcile net loss
to cash used in operating activities:
Fair value of services provided without cost	9,000	9,000
Expenses paid by related parties	1,200	7,500
Changes in operating assets & liabilities:
Refund of prepaid filing fees	700	0
Cash flows used by operating activities:	700	0
Cash flows from financing activities:
Proceed from related party borrowings	300	0
Cash generated by financing activities	300	0
Change in cash	1,000	0
Cash-beginning of period	0	0
Cash-end of period	$1,000	$0
See notes to unaudited interim financial statements.

Brightcube, Inc.

6Statement of Cash Flows

Brightcube, Inc.
(Successor Company)
Statement of Stockholders' Equity
(Unaudited)
	Common Stock
	Shares	Common Stock	Additional paid-in capital	Accumulated Deficit
Balance at December 31, 2008	88,043,662	$88,000	$37,000	($144,100)
Fair value of services provided without cost			12,000
Net Loss				(18,900)
Balance at December 31, 2009	88,043,662	88,000	49,000	($163,000)
Fair value of services provided without cost			12,000
stock issued to settle related party debt	100,000,000	100,000	(58,000)
Net Loss				(27,300)
Balance at December 31, 2010	188,043,662	$188,000	$3,000	($190,300)
Fair value of services provided without cost			9,000
Net Loss				(10,200)
Balance at September 30, 2011	188,043,662	$188,000	$12,000	($200,500)
See notes to unaudited interim financial statements.

(unaudited)

	Three Months Ended	March 31,
	2012	2011
Cash flows from operating activities:
Net Loss	($6,930)	($3,422)
Adjustments required to reconcile net loss to cash used in operating activities:
Fair value of services provided without cost	3,000	3,000
Expenses paid by related parties	1,430	422
(Increase) decrease in current assets	0
Increase (decrease) in payables & accrued expenses	0	0
Cash flows used by operating activities:	0	0

Cash flows from financing activities:
Proceed from related party borrowings	2,500	0
Cash generated by financing activities	2,500	0
Change in cash	1,070	0

Cash-beginning of period	567	0
Cash-end of period	$1,637	$0
See notes to unaudited interim financial statements.

BRIGHTCUBE, INC. ~~(Successor~~NOTES ~~Company)~~TO UNAUDITED INTERIM FINANCIAL STATEMENTS

NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS

1. Basis of Presentation

We adopted "fresh-start" accounting as of October 1, 2002 in accordance with procedures specified by AICPA Statement of Position ("SOP") No. 90-7, "Financial Reporting by Entities in Reorganization under the Bankruptcy Code. The results of the discontinued component have been reclassified from continuing operations.

The Financial Statements presented herein have been prepared by us in accordance with the accounting policies described in our December 31, 2010 Audited Financial Statements and should be read in conjunction with the Notes to Financial Statements which appear in that report.

The preparation of these financial statements in conformity with accounting ~~principles~~ principles generally accepted in the United States requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on going basis, we evaluate our estimates, including those related intangible assets, income taxes, insurance obligations and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets ~~and liabilities that are not readily apparent from other resources. Actual results may differ from these estimates under different assumptions or conditions.~~

In the opinion of management, the information furnished in these interim financial statements reflects all adjustments necessary for a fair statement of the financial position and results of operations and cash flows as of and for the three and nine-month periods ended September 30, 2011 and 2010. All such adjustments are of a normal recurring nature. The Financial Statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include some information and notes necessary to conform with annual reporting requirements.6

~~“Fresh~~and ~~Start”~~liabilities ~~Accounting:~~that Onare ~~September~~not ~~30, 2002~~readily ~~all~~apparent ~~assets~~from ~~were~~other ~~transferred to the chapter 7 trustee in settlement of all outstanding corporate obligations~~resources. WeActual ~~adopted~~results ~~"fresh-start" accounting~~may asdiffer offrom ~~October~~these 1,estimates ~~2002~~under indifferent ~~accordance~~assumptions ~~with~~or ~~procedures specified by AICPA Statement of Position ("SOP") No~~conditions. ~~90-7, "Financial Reporting by Entities in Reorganization under the Bankruptcy Code."~~

~~All~~In ~~results~~the ~~for~~opinion ~~periods~~of ~~subsequent~~management, tothe ~~September~~information ~~30,~~furnished ~~2002~~in ~~are~~these ~~referred~~interim tofinancial statements asreflects ~~those~~all adjustments necessary for a fair statement of the ~~"Successor~~financial ~~Company".~~position ~~The~~and ~~successor~~results ~~company~~of ~~had~~operations noand ~~transactions~~cash ~~between~~flows ~~October~~as 1of and for the three and nine-month periods ended March 31, ~~2002~~2012 and ~~the~~2010. ~~end~~All such adjustments are of a normal recurring nature. The Financial Statements have been prepared in accordance with the ~~subsequent~~instructions ~~interim~~to ~~reporting~~Form ~~period~~10-Q and ~~through~~therefore ~~December~~do ~~31,~~not ~~2002~~include some information and notes necessary to conform with annual reporting requirements.

In accordance with SOP No. 90-7, the reorganized value of the Company was allocated to the Company's assets based on procedures specified by SFAS No. 141, "Business Combinations". Each liability existing at the plan sale date, other than deferred taxes, was stated at the present value of the amounts to be paid at appropriate market rates. It was determined that the Company's reorganization value computed immediately before September 30, 2002 was $0. We adopted "fresh-start" accounting because holders of existing voting shares

immediately before filing and confirmation of the sale received less than 50% of the voting shares of the emerging entity and its reorganization value is less than its post-petition liabilities and allowed claims.

The accounts of any former subsidiaries were not included and have not been carried forward.

2. Court Proceedings

Bankruptcy Proceedings: On September 30, 2002, the Registrant filed a voluntary Chapter 7 petition under the U.S. Bankruptcy Code in the U.S. Bankruptcy Court Central District of California (case no. LA02-37844SB). On March 19, 2003 this Chapter 7 bankruptcy was closed by the U.S. Bankruptcy Court Central District of California.

Clark County Court Proceedings: On December 19, 2005, Clark County Court, Nevada approved an Order granting the custodianship of the company to Michael Manion. The appointment is requires the custodian is to continue the business of the corporation and not to liquidate its affairs or distribute its assets. The material terms of the transaction confirmed by the Clark County Court generally authorize Mr. Manion to appoint new members to the Registrant's ~~board~~ board of directors and to take any and all actions on behalf of the Company permitted by Nevada Statutes Section 78.347~~, including actions to:~~.

~~settle~~Securities ~~affairs,~~and ~~collect~~Exchange ~~outstanding~~Commission ~~debts~~Administrative Proceeding: On March 24, 2010, ~~sell~~The Securities and ~~convey~~Exchange ~~property~~Commission issued an Order Instituting Proceedings (File No. 3-13834). The administrative proceeding was instituted pursuant to Section 12(j) of the Securities Exchange Act of 1934 against Brightcube, Inc. for being delinquent in ~~real~~its ~~and~~periodic ~~personal~~filings with the Commission since the Company declared bankruptcy in September of 2002. The Company has signed an Offer of Settlement from the Commission that is submitted solely for the propose of settling these proceedings which effectively results in the revocation of our common stock registration pursuant to Section 12(j) of the Exchange Act, which became effective on June 7, 2010.

demand, sue for, collect, receive and take into his or their possession all the goods and chattels, rights and credits, moneys and effects, lands and tenements, books, papers, choses in action, bills, notes and property, of every description of the corporation

institute suits at law or in equity for the recovery of any estate, property, damages or demands existing in favor of the corporation

exercise the rights and authority of a Board of Directors and Officers in accordance with state law, the articles and bylaws

Resultant Change in Control: In connection with the Order and subsequent shareholder meeting, Michael Manion became our sole director on December 19, 2005.

Securities and Exchange Commission Administrative Proceeding:

On March 24, 2010, The Securities and Exchange Commission issued an Order Instituting Proceedings (File No. 3-13834). The administrative proceeding was instituted pursuant to Section 12(j) of the Securities Exchange Act of 1934 against Brightcube, Inc. for being delinquent in its periodic filings with the Commission since the Company declared bankruptcy in September of 2002. The Company has signed an Offer of Settlement from the Commission that is submitted solely for the propose of settling these proceedings which effectively results in the revocation of our common stock registration pursuant to Section 12(j) of the Exchange Act, which became effective on June 7, 2010.

3. Earnings/Loss Per Share

Basic earnings per share is computed by dividing income available to common ~~shareholders~~ shareholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period. Diluted earning per ~~earnings~~share assume that any dilutive convertible securities outstanding were converted, with related preferred stock dividend requirements and outstanding common shares adjusted accordingly. It also assumes that outstanding common shares were increased by shares issuable upon exercise of those stock options for which market price exceeds the exercise price, less shares which could have been purchased by us with the related proceeds. In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive.

per share assume that any dilutive convertible securities outstanding were converted, with related preferred stock dividend requirements and outstanding common shares adjusted accordingly. It also assumes that outstanding common shares were increased by shares issuable upon exercise of those stock options for which market price exceeds the exercise price, less shares which could have been purchased by us with the related proceeds. In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive.

4. Related Party Transactions not Disclosed Elsewhere:

Due Related Parties: Amounts due related parties consist of corporate reinstatement expenses paid directly by Mr. Manion and cash advances made by Mr. Manion. These unpaid items totaled $110,~~500~~616 at ~~September 30~~March 31, ~~2011~~2012.

Fair value of services: Mr. Manion provided his services and office space without cost to the Company. These had a combined value of $1,000 per month. The total of these expenses was $93,000 for the most recent year-to-date interim period and was reflected in the statement of operations as general and administrative expenses with a corresponding contribution of paid-in capital.

Item 2. Management’s Discussion and Analysis or Plan of Operations.

Some of the statements contained in this quarterly report of Brightcube, Inc., a Nevada corporation discuss future expectations, contain projections of our plan of operation or financial condition or state other forward-looking information. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use of words such as “anticipate”,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. From time to time, we also may provide forward-looking statements in other materials we release to the public.

General Background

Brightcube, Inc., a Nevada corporation (sometimes referred to herein as “we”, “us”, “our”, “Company” and the “Registrant”) ~~(formerly Photoloft, Inc.)~~ was incorporated in Nevada on January 23, 1986. ~~Prior to filing for bankruptcy (described below), we provided Internet and digital imaging infrastructure, technology, products and services to the professional art and photography markets.~~

On September 30, 2002, we filed in the U.S. Bankruptcy Court for the Central ~~District~~ District of California (the “Bankruptcy Court”) a voluntary petition seeking relief under Chapter 7 of Title 11 of the U.S. Bankruptcy Code, Case No. LA02-37844SB. As a result of the Chapter 7 bankruptcy petition, our assets were transferred to a U.S. Trustee and we terminated our business operations. In connection with the Chapter 7 petition, each of our officers and directors either resigned or was terminated. After the Trustee disposed of substantially all of our assets, the Bankruptcy Court on March 19, 2003 closed this Bankruptcy.

10As a result of the September 2002 Chapter 7 bankruptcy proceeding, we have had no business operations. At present, we have limited business operations directed primarily at funding the costs, including professional accounting fees and filing expenses, of registering our securities and being a reporting company under the Exchange Act.

Since ~~September~~June ~~2002~~7 2010, weour ~~have~~common stock has not ~~engaged~~traded inunder any ~~business~~symbol ~~operations,~~ and has not been subject ~~have~~to quotation. We do not ~~filed~~expect ~~the~~to ~~reports~~apply ~~required~~or byreceive ~~the~~a ~~Securities~~symbol ~~and~~until ~~Exchange~~we ~~Commission~~commence a new business operation. ~~Accordingly,~~There weis ~~had~~currently ~~abandoned~~no trading market in our ~~business~~shares. There can be no assurance that there will ever be an active trading market for our common stock.

~~Change~~Management inintends ~~Control~~to ~~following~~devote ~~Emergence~~such ~~from~~time ~~Bankruptcy~~as it deems necessary to carry out our affairs. The exact length of time required for the pursuit of any new potential business opportunities is uncertain. No assurance can be made that we will be successful in our efforts. We cannot

On December 19, 2005, the Clark County Court, Nevada approved an Order granting the custodianship of the Company to Michael F. Manion. The appointment requires the custodian to continue the business of the Company and not to liquidate its affairs or distribute its assets. The material terms of the transaction confirmed by the Clark County Court generally authorize Mr. Manion to appoint new members to the Company's board of directors and to take any and all actions on behalf of the Company permitted by Nevada Statutes Section 78.347, including actions to:8

~~Settle~~project ~~affairs,~~the ~~collect~~amount ~~outstanding~~of ~~debts,~~time ~~sell~~that ~~and convey~~our ~~property,~~Management ~~real~~will ~~and~~actually ~~personal~~devote to our plan of operation.

~~demand,~~Statement sue for, collect, receive and take into his or their possession all the goods and chattels, rights and credits, moneys and effects, lands and tenements, books, papers, choses in action, bills, notes and property, of ~~every description of the corporation~~Operations

institute suits at law or in equity for the recovery of any estate, property, damages or demands existing in favor of the corporation

exercise the rights and authority of a Board of Directors and Officers in accordance with state law, the articles and bylaws.

In connection with the Order and subsequent Directors meeting held on December 20, 2005 Michael F. Manion was appointed our sole director and president (“Management”). In consideration for these services, we expect to issue restricted shares of common stock to Mr. Manion, as we are unable to pay for any expenses incurred or services rendered on the Company’s behalf. Such issuance shall result in Mr. Manion having a majority interest in our common stock.

At the annual meeting of shareholders held on September 27, 2006, the shareholders, in part,: (a) elected Michael F. Manion Director of the corporation, (b) approved a plan of corporate restoration whereby Brightcube Inc. would attempt to become a current and compliant with its Security and Exchange reporting obligations, (c) approved a resolution that all previously issued and unissued preferred stock of every Series and all conversion rights of said stock were rescinded and extinguished, (d) authorized and approved a new series of super voting convertible preferred stock to be designated Series C Preferred, and (e) ratified the engagement of Michael Cronin CPA to audit the Company’s financial statements. We never ratified the adoption of the Series C Preferred and subsequently we amended and restated our Articles of Incorporation to eliminate Preferred Stock authorizations.

New Business Objectives

As a result of the Chapter 7 bankruptcy proceeding, we have had no business operations. At present, we have limited business operations directed primarily at funding the costs, including professional accounting fees and filing expenses, of registering our securities under the Exchange Act and becoming a reporting company under the Exchange Act. Upon becoming current and compliant under the Act, management will then direct its efforts and limited resources to pursuing potential new business opportunities. We do not intend to limit ourselves to a particular industry and have not established any particular criteria upon which we shall consider and proceed with a business opportunity.

From March 1, 1999 through December 20, 2000, our common stock was trading on the OTCBB under the symbol “LOFT” and since December 20, 2000, under the symbol “BRCU”. In connection with filing a Chapter 7 bankruptcy petition in September 2002 and subsequent delinquency in our reporting requirements, our common stock became subject to quotation on the pink sheets under the symbol “BRCU.PK”.

There is currently no trading market in our shares. There can be no assurance that there will be an active trading market for our common stock. In the event that an active trading market commences, there can be no assurance as to the market price of our shares of common stock, whether any trading market will provide liquidity to investors, or whether any trading market will be sustained. Management intends to devote such time as it deems necessary to carry out our affairs. The exact length of time required for the pursuit of any new potential business opportunities is uncertain. No assurance can be made that we will be successful in our efforts. We cannot project the amount of time that our Management will actually devote to our plan of operation.

Plan of Operation

At present, we have limited business operations directed primarily at funding the costs, including professional accounting fees and filing expenses, of registering our securities under the Exchange Act and then continuing to be a reporting company under the Exchange Act. Our other business activities of seeking potential business opportunities are currently not actively being pursued. Due to our limited financial and personnel resources, there is only a limited basis upon which to evaluate our prospects for achieving our intended business objectives. We have only limited resources and have no operating income, revenues or cash flow from operations. Our management is providing us with limited funding, on an as needed basis, necessary for us to continue our corporate existence and our business objective to seek new business opportunities,

We have no written agreement with our management to provide any interim financing for any period. In addition, we will not generate any revenues unless and until we enter into a new business, of which there can be no assurance. Management has voting control of the Company and therefore has substantial flexibility in identifying and selecting a prospective new business opportunity. The Company is not obligated nor does Management intend to seek pre-approval from our shareholders.

We are entirely dependent on the judgment of Management in connection with pursuing a new business opportunity or a selection process for a target operating company. In evaluating a prospective new business opportunity or an operating company, we would consider, among other factors, the following: (i) costs associated with effecting a transaction; (ii) equity interest in and opportunity to control the prospective candidate; (iii) growth potential of the target business; (iv) experience and skill of management and availability of additional personnel; (v) necessary capital requirements; (vi) the prospective candidate's competitive position; (vii) stage of development of the business opportunity; (viii) the market acceptance of the business, its products or services; (ix) the availability of audited financial statements of the potential business opportunity; and (x) the regulatory environment that may be applicable to any prospective business opportunity.

The foregoing criteria are not intended to be exhaustive and there may be other criteria that Management may deem relevant. In connection with an evaluation of a prospective or potential business opportunity, Management may be expected to conduct a due diligence review.

Liquidity and Capital Resources

At ~~September~~March 3031, ~~2011~~2012, we had $1,~~000~~637 cash as our only asset. We will use our limited personnel and financial resources first to ~~become~~ensure we are compliant with our reporting and disclosure obligations under the Exchange Act and then proceed with seeking new business opportunities, including seeking an acquisition or merger with an operating company. It may be expected that entering into a new business opportunity or business combination will involve the issuance of a substantial number of restricted shares of common stock. If such additional restricted shares of common stock are issued, our shareholders will experience a dilution in their ownership interest in us. If a substantial number of restricted shares are issued in connection with a business combination, a change in control may be expected to occur.

will involve the issuance of a substantial number of restricted shares of common stock. If such additional restricted shares of common stock are issued, our shareholders will experience a dilution in their ownership interest in us. If a substantial number of restricted shares are issued in connection with a business combination, a change in control may be expected to occur.

In connection with our plan to seek new business opportunities and/or effecting a business combination, we may determine to seek to raise funds from the sale of restricted stock or debt securities. We have no agreements to issue any debt or equity securities and cannot predict whether equity or debt financing will become available at terms acceptable to us, if at all.

There are no limitations in our articles of incorporation on our ability to borrow funds or raise funds through the issuance of restricted common stock to effect a business combination. Our limited resources and lack of operating history may make it difficult to do borrow funds or raise capital. Our inability to borrow funds or raise funds through the issuance of restricted common stock required to effect or facilitate a business combination may have a material adverse effect on our financial condition and future prospects, including the ability to complete a business combination. To the extent that debt financing ultimately proves to be available, any borrowing will subject us to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest, including debt of an acquired business.

Results Of Operations

Three Months Ended ~~September~~March 3031, ~~2011~~2012 (Q3Q1 ~~2011~~2012)

Compared To Three Months Ended ~~September~~March ~~30,~~31. ~~2010~~2011 (Q3Q1 ~~2010~~2011)

The ~~successor~~ Company had no revenue for the three months ended ~~September 30~~March 31, ~~2011~~2012 and ~~September 30, 2010~~2011. The Company has no present operations or revenues and its current activities are related primarily at funding the costs, including professional accounting fees and filing expenses, of registering its securities ~~under the Exchange Act~~ and ~~becoming~~being a reporting company under the Exchange Act. The Company has limited business activity related to seeking new business opportunities, including seeking an acquisition or merger with an operating company.

13General and administrative expenses increased $3,500 due to a cash deposit of $2,500 for corporate expenses paid directly by Mr. Manion during 2012 related to the Company’s reporting obligations.

~~General~~Amounts ~~and~~due ~~administrative~~related ~~expenses~~parties ~~decreased~~consist ~~$6,300~~of ~~due to~~ corporate expenses paid directly by Mr. Manion. These ~~during~~unpaid ~~2010~~items ~~related~~totaled to$10,616 ~~the~~at ~~Company’s~~March ~~attempt~~31, to2012. ~~become~~In ~~current~~addition, Mr. Manion provided his services and ~~compliant~~office space, with ~~its~~a ~~reporting~~combined ~~obligations~~value atof ~~that~~$1,000 ~~time~~per month. The total of these expenses was $3,000 for the most recent quarterly interim period and was reflected in the statement of operations as general and administrative expenses with a corresponding contribution of paid-in capital.

Amounts due related parties consist of corporate expenses paid directly by Mr. Manion. These unpaid items totaled $1,500 at September 30, 2011. In addition, Mr. Manion provided his services and office space, with a combined value of $1,000 per month. The total of these expenses was $3,000 for the most recent quarterly interim period and was reflected in the statement of operations as general and administrative expenses with a corresponding contribution of paid-in capital.10

Item 3. ~~Controls~~Quantitative and Qualitative Disclosures About Market Risk and Procedures

~~Evaluation~~Not ~~of disclosure controls and procedures~~Applicable

~~Our~~Item ~~new management was appointed in December 2005~~4. ~~Annually,~~Controls ~~management conducted an evaluation regarding the effectiveness of the Company's disclosure controls~~ and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act. Based upon the evaluation of these controls and procedures, management regularly concluded that our disclosure controls and procedures were effective for the period covered in each filing.Procedures

~~The~~Evaluation ~~Company’s internal control system was designed to provide reasonable assurance to the Company’s Management and Directors regarding the preparation and fair presentation~~ of ~~published~~Disclosure ~~financial statements.~~Controls ~~Our accounting issues are not complex~~ and ~~indeed~~Procedures quite elementary. All our quarterly and annual reports do in fact reflect accurately and fairly the financial condition of the company for each period covered. We are reasonably assured and confident regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes.

~~However,~~Our tomanagement ~~date~~maintains ~~none~~disclosure ofcontrols ~~our~~and ~~financial~~procedures ~~statements~~that ~~since~~are ~~our~~designed ~~declaration~~to ensure ofthe ~~bankruptcy~~required infinancial ~~September~~information ~~2002~~pursuant ~~have~~to ~~been~~the ~~filed~~Exchange onAct aas ~~timely~~amended ~~basis.~~is ~~Due~~recorded toand ~~our~~reported ~~failure~~within tothe ~~file~~time onperiods aspecified in ~~timely basis,~~ the ~~Company~~rules ~~currently concludes~~and that ~~its~~such ~~disclosure~~information ~~controls~~is ~~and~~provided ~~procedures~~to ~~are~~our ~~not~~Chief ~~effective~~Executive asOfficer, ofwho ~~the~~also ~~end~~performs of the ~~period~~function ~~covered~~of byour ~~this~~Chief Financial ~~report.~~Officer ~~And~~ in ~~fact~~a ~~were~~manner ~~not~~and ~~effective~~within ~~for~~appropriate ~~all~~time ~~the delinquent filings from September 2002~~ to ~~the~~allow ~~date~~timely ofdecisions ~~this~~regarding ~~filing~~required disclosure.

~~Changes~~As of the quarterly period ending March 31, 2012 an evaluation was conducted under the supervision and with the participation of the principal executive and principal financial officer, regarding the effectiveness of the Company's disclosure controls and procedures (as defined in ~~internal~~Rules 13a-15(e) or 15d-15(e) under the Exchange Act. Based upon the evaluation of these controls and procedures, our Chief Executive Officer, who also performs the function of our Chief Financial Officer concluded that our disclosure controls and procedures were effective for the period covered in this filing.

~~During~~The ~~the~~Company’s ~~period~~internal ~~from~~control ~~the~~system ~~date~~was ofdesigned to provide reasonable assurance to the ~~Bankruptcy~~Company’s ~~Court~~Management ~~Order~~and ~~through~~Directors regarding the preparation and fair presentation of published financial statements. ~~date~~Our ~~hereof,~~accounting ~~during~~issues ~~which~~are ~~this~~not ~~quarterly~~complex ~~report~~and ~~was~~indeed ~~prepared,~~quite noelementary. ~~changes~~All ~~occurred~~our quarterly and annual reports do in ~~our~~fact ~~internal~~reflect ~~control~~accurately and ~~over~~fairly the financial ~~reporting that~~condition ~~materially~~of ~~affected,~~the orcompany isfor each period covered. We are reasonably ~~likely~~assured toand ~~materially~~confident ~~affect,~~regarding the reliability of our ~~internal~~financial ~~control~~reporting ~~over~~and the preparation of our financial ~~reporting~~statements for external purposes.

14Changes in Internal Controls Regarding Financial Reporting

~~PART~~There IIwere -no ~~OTHER~~changes ~~INFORMATION~~in our internal control over financial reporting that occurred during the quarter ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceedings nor are any of our property the subject of any pending legal proceedings.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities

None

Item 4. ~~Submission~~(Removed ofand ~~Matters to a Vote of Security Holders~~Reserved)

None

Item 5. Other Information

None

Item 6. Exhibits ~~and Reports on Form 8-K~~

EXHIBIT NUMBER DESCRIPTION

31.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Sarbanes-Oxley Section 302

32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Sarbanes-Oxley Section 906

15SIGNATURES

~~SIGNATURES~~In accordance with the requirements of the Exchange Act, the Registrant has caused this Quarterly Report to be signed on its behalf by the undersigned, thereunto duly authorized.

InBy: ~~accordance~~/s/ ~~with~~Michael ~~the requirements of the Exchange Act, the Registrant has caused this Quarterly Report to be signed on its behalf by the undersigned, thereunto duly authorized~~F. Manion

ByName: ~~/s/~~ Michael F. Manion

~~Name~~Title: ~~Michael~~Chief F.Executive ~~Manion~~Officer, Chief Financial Officer, Director

~~Title~~Date: ~~Chief~~May ~~Executive Officer~~17, ~~Chief Financial Officer, Director~~ 2012

~~Date:November 15, 2011~~ 12

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