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<SEC-DOCUMENT>0001161697-04-000669.txt : 20040824
<SEC-HEADER>0001161697-04-000669.hdr.sgml : 20040824
<ACCEPTANCE-DATETIME>20040824141412
ACCESSION NUMBER:		0001161697-04-000669
CONFORMED SUBMISSION TYPE:	10SB12G
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20040824

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SupCor, Inc.
		CENTRAL INDEX KEY:			0001300734
		IRS NUMBER:				134067564
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10SB12G
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-50913
		FILM NUMBER:		04993740

	BUSINESS ADDRESS:	
		STREET 1:		P.O. BOX 110310
		CITY:			NAPLES
		STATE:			FL
		ZIP:			34108
		BUSINESS PHONE:		239-598-2300

	MAIL ADDRESS:	
		STREET 1:		P.O. BOX 110310
		CITY:			NAPLES
		STATE:			FL
		ZIP:			34108
</SEC-HEADER>
<DOCUMENT>
<TYPE>10SB12G
<SEQUENCE>1
<FILENAME>form_10-sb.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-SB

                   GENERAL FORM FOR REGISTRATION OF SECURITIES
                            OF SMALL BUSINESS ISSUERS

        Under Section 12(b) or (g) of the Securities Exchange Act of 1934


                                  SUPCOR, INC.
                                  ------------
                 (Name of Small Business Issuer in its charter)


              Delaware                                         52-2175898
              --------                                         ----------
    State or other jurisdiction                             (I.R.S. Employer
 of incorporation or organization)                       Identification Number)


                   P.O. Box 110310, Naples, Florida 34108-0106
                   -------------------------------------------
                     (Address of Principal Office) Zip Code


                    Issuer's telephone number: (239) 598-2300
                                               --------------


           Securities to be registered under Section 12(b) of the Act:

                  Title of each class to be so registered - N/A
       Name of each exchange on which each class is to be registered - N/A


           Securities to be registered under Section 12(g) of the Act:

                                  Common Stock
                                  ------------
                                (Title of class)
<PAGE>
                                     PART I

Item 1.  DESCRIPTION OF BUSINESS

BACKGROUND

The Company was incorporated under the laws of the State of Delaware on August
20, 1997. To date, the Company's only activities have been organizational ones,
directed at developing its business plan and raising its initial capital. The
Company has not commenced any commercial operations. The Company has no
full-time employees and owns no real estate.

The Company has elected to file this Form 10-SB registration statement on a
voluntary basis in order to become a reporting company under the Securities
Exchange Act of 1934. The Company is a development stage company, whose business
plan is to seek, investigate, and, if warranted, acquire one or more properties
or businesses, and to pursue other related activities intended to enhance
shareholder value. The acquisition of a business opportunity may be made by
purchase, merger, exchange of stock, or otherwise, and may encompass assets or a
business entity, such as a corporation, joint venture, or partnership. The
Company has very limited capital, and it is unlikely that the Company will be
able to take advantage of more than one such business opportunity. The Company
intends to seek opportunities demonstrating the potential of long-term growth as
opposed to short-term earnings.

At the present time, the Company has not identified any business opportunity
that it plans to pursue, nor has the Company reached any agreement or definitive
understanding with any person concerning an acquisition.

Prior to the effective date of this registration statement, it is anticipated
that the Company's officers, directors, and non-management principal
shareholders named herein will contact broker-dealers and other persons with
whom they are acquainted who are involved in corporate finance matters to advise
them of the Company's existence and to determine if any companies or businesses
they represent have a general interest in considering a merger or acquisition
with a development stage company. No direct discussions regarding the
possibility of a merger with the Company are expected to occur until after the
effective date of this registration statement. However, no assurance can be
given that the Company will be successful in finding or acquiring a desirable
business opportunity, given the limited funds that are expected to be available
for acquisitions, or that any acquisition that occurs will be on terms that are
favorable to the Company or its stockholders.

The Company's search will be directed toward small and medium-sized enterprises
which have a desire to become public corporations and which are able to satisfy,
or anticipate in the reasonably near future being able to satisfy, the minimum
asset requirements in order to qualify shares for trading on NASDAQ or on an
exchange such as the American Stock Exchange. (See "Investigation and Selection
of Business Opportunities").

                                       1
<PAGE>

The Company anticipates that the business opportunities presented to it will (i)
either be in the process of formation, or be recently organized with limited
operating history, or a history of losses attributable to under-capitalization
or other factors; (ii) be experiencing financial or operating difficulties;
(iii) be in need of funds to develop a new product or service or to expand into
a new market; (iv) be relying upon an untested product or marketing concept; or
(v) have a combination of the characteristics mentioned in (i) through (iv). The
Company intends to concentrate its acquisition efforts on properties or
businesses that it believes to be undervalued or that it believes may realize a
substantial benefit from being publicly owned. Given the above factors,
investors should expect that any acquisition candidate may have little or no
operating history, or a history of losses or low profitability.

The Company does not propose to restrict its search for investment opportunities
to any particular geographical area or industry, and may, therefore, engage in
essentially any business, to the extent of its limited resources. This includes
industries such as service, finance, natural resources, manufacturing, high
technology, product development, medical, communications and others. The
company's discretion in the selection of business opportunities is unrestricted,
subject to the availability of such opportunities, economic conditions, and
other factors.

As a consequence of this registration of its securities, any entity which has an
interest in being acquired by, or merging into the Company, is expected to be an
entity that desires to become a public company and establish a public trading
market for its securities. In connection with such a merger or acquisition, it
is highly likely that an amount of stock constituting control of the Company
would either be issued by the Company or be purchased from the current principal
shareholders of the Company by the acquiring entity or its affiliates. If stock
is purchased from the current shareholders, the transaction is very likely to be
a private transaction rather than a public distribution of securities. The sale
of a controlling interest by certain principal shareholders of the Company could
occur at a time when the other shareholders of the Company remain subject to
restrictions on the transfer of their shares.

Depending upon the nature of the transaction, the current officers and directors
of the Company may resign their management positions with the Company in
connection with a change in control of the Company or its acquisition of a
business opportunity. In the event of such a resignation, the Company's current
management would not have any control over the conduct of the Company's business
following the change in control or the Company's combination with a business
opportunity.

It is anticipated that business opportunities will come to the Company's
attention from various sources, including its officers and directors, its other
stockholders, professional advisors such as attorneys and accountants,
securities broker-dealers, venture capitalists, members of the financial
community, and others who may present unsolicited proposals. The Company has no
plans, understandings, agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.

                                       2
<PAGE>

INVESTIGATION AND SELECTION OF BUSINESS OPPORTUNITIES

To a large extent, a decision to participate in a specific business opportunity
may be made upon management's analysis of the quality of the other company's
management and personnel, the anticipated acceptability of new products or
marketing concepts, the merit of technological changes, the perceived benefit
the business opportunity will derive from becoming a publicly held entity, and
numerous other factors which are difficult, if not impossible, to analyze
through the application of any objective criteria. In many instances, it is
anticipated that the historical operations of a specific business opportunity
may not necessarily be indicative of the potential for the future because of the
possible need to shift marketing approaches substantially, expand significantly,
change product emphasis, change or substantially augment management, or make
other changes. The Company will be dependent upon the owners of a business
opportunity to identify any such problems which may exist and to implement, or
be primarily responsible for the implementation of, required changes. Because
the Company may participate in a business opportunity with a newly organized
firm or with a firm which is entering a new phase of growth, the Company will
incur further risks, because management in many instances will not have proven
its abilities or effectiveness, the eventual market for the products or services
of the business opportunity will likely not be established, and the business
opportunity may not be profitable when acquired.

It is anticipated that the Company will not be able to diversify, but will
essentially be limited to one such venture because of the Company's limited
financing. This lack of diversification will not permit the Company to offset
potential losses from one business opportunity against profits from another, and
should be considered an adverse factor affecting any decision to purchase the
Company's securities.

It is emphasized that management of the Company may effect transactions having a
potentially adverse impact upon the Company's shareholders pursuant to the
authority and discretion of the Company's management to complete acquisitions
without submitting any proposal to the stockholders for their consideration.
Holders of the Company's securities should not anticipate that the Company
necessarily will furnish such holders, prior to any merger or acquisition, with
financial statements, or any other documentation, concerning a target company or
its business. In some instances, however, the proposed participation in a
business opportunity may be submitted to the stockholders for their
consideration, either voluntarily by such directors to seek the stockholders'
advice and consent or because state law so requires.

The analysis of business opportunities will be undertaken by or under the
supervision of the Company's officers and directors, none of whom are
professional business analysts. Although there are no current plans to do so,
Company management might hire an outside consultant to assist in the
investigation and selection of business opportunities, and might pay a finder's
fee. Since Company management has no current plans to use any outside
consultants or advisors to assist in the investigation and selection of business
opportunities, no policies have been adopted regarding use of such consultants

                                       3
<PAGE>

or advisors, the criteria to be used in selecting such consultants or advisors,
the services to be provided, the term of service, or regarding the total amount
of fees that may be paid. However, because of the limited resources of the
Company, it is likely that any such fee the Company agrees to pay would be paid
in stock and not in cash. Otherwise, the Company anticipates that it will
consider, among other things, the following factors:

         (1)      Potential for growth and profitability, indicated by new
                  technology, anticipated market expansion, or new products;

         (2)      The Company's perception of how any particular business
                  opportunity will be received by the investment community and
                  by the Company's stockholders;

         (3)      Whether, following the business combination, the financial
                  condition of the business opportunity would be, or would have
                  a significant prospect in the foreseeable future of becoming
                  sufficient to enable the securities of the Company to qualify
                  for listing on an exchange or on a national automated
                  securities quotation system, such as NASDAQ;

         (4)      Capital requirements and anticipated availability of required
                  funds to be provided by the Company or from operations,
                  through the sale of additional securities, through joint
                  ventures or similar arrangements, or from other sources;

         (5)      The extent to which the business opportunity can be advanced;

         (6)      Competitive position as compared to other companies of similar
                  size and experience within the industry segment as well as
                  within the industry as a whole;

         (7)      Strength and diversity of existing management, or management
                  prospects that are scheduled for recruitment;

         (8)      The cost of participation by the Company as compared to the
                  perceived tangible and intangible values and potential; and

         (9)      The accessibility of required management expertise, personnel,
                  raw materials, services, professional assistance, and other
                  required items.

In regard to the possibility that the shares of the Company would qualify for
listing on NASDAQ, the current standards for initial listing on the SmallCap
Market include, among other requirements, that the Company (i) have
stockholders' equity of at least $5,000,000, or a market capitalization of
$50,000,000, or net income of not less than $750,000 in its latest fiscal year
or in two of the last three fiscal years; (ii) have a public float (i.e. shares
that are not held by any officer, director or 10% shareholder) of at least
1,000,000 shares; (iii) have a minimum bid price of at least $4.00; (iv) have at
least 300 round lot shareholders (i.e. shareholders who own not less than 100
shares); and (v) have an operating history of at least one year or a market
capitalization of at least $50,000,000. Many, and perhaps most,

                                       4
<PAGE>

of the business opportunities that might be potential candidates for a
combination with the Company would not satisfy the NASDAQ listing criteria.

No one of the factors described above will be controlling in the selection of a
business opportunity, and management will attempt to analyze all factors
appropriate to each opportunity and make a determination based upon reasonable
investigative measures and available data. Potentially available business
opportunities may occur in many different industries and at various stages of
development, all of which will make the task of comparative investigation and
analysis of such business opportunities extremely difficult and complex.
Potential investors must recognize that, because of the Company's limited
capital available for investigation and management's limited experience in
business analysis, the Company may not discover or adequately evaluate adverse
facts about the opportunity to be acquired.

The Company is unable to predict when it may participate in a business
opportunity. It expects, however, that the analysis of specific proposals and
the selection of a business opportunity may take several months or more.

Prior to making a decision to participate in a business opportunity, the Company
will generally request that it be provided with written materials regarding the
business opportunity containing such items as a description of products,
services and company history; management resumes; financial information;
available projections, with related assumptions upon which they are based; an
explanation of proprietary products and services; evidence of existing patents,
trademarks, or services marks, or rights thereto; present and proposed forms of
compensation to management; a description of transactions between such company
and its affiliates during relevant periods; a description of present and
required facilities; an analysis of risks and competitive conditions; a
financial plan of operation and estimated capital requirements; audited
financial statements, or if they are not available, unaudited financial
statements, together with reasonable assurance that audited financial statements
would be able to be produced within a reasonable period of time not to exceed 60
days following completion of a merger transaction; and other information deemed
relevant.

As part of the Company's investigation, the Company's executive officers and
directors may meet personally with management and key personnel, may visit and
inspect material facilities, obtain independent analysis or verification of
certain information provided, check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.

                                       5
<PAGE>

Company management believes that various types of potential merger or
acquisition candidates might find a business combination with the Company to be
attractive. These include acquisition candidates desiring to create a public
market for their shares in order to enhance liquidity for current shareholders,
acquisition candidates which have long-term plans for raising capital through
the public sale of securities and believe that the possible prior existence of a
public market for their securities would be beneficial, and acquisition
candidates which plan to acquire additional assets through issuance of
securities rather than for cash, and believe that the possibility of development
of a public market for their securities will be of assistance in that process.
Acquisition candidates which have a need for an immediate cash infusion are not
likely to find a potential business combination with the Company to be an
attractive alternative.

FORM OF ACQUISITION

It is impossible to predict the manner in which the Company may participate in a
business opportunity. Specific business opportunities will be reviewed as well
as the respective needs and desires of the Company and the promoters of the
opportunity and, upon the basis of that review and the relative negotiating
strength of the Company and such promoters, the legal structure or method deemed
by management to be suitable will be selected. Such structure may include, but
is not limited to, leases, purchase and sale agreements, licenses, joint
ventures and other contractual arrangements. The Company may act directly or
indirectly through an interest in a partnership, corporation or other form of
organization. Implementing such structure may require the merger, consolidation
or reorganization of the Company with other corporations or forms of business
organization. In addition, the present management and stockholders of the
Company most likely will not have control of a majority of the voting shares of
the Company following a merger or reorganization transaction. As part of such a
transaction, the Company's existing directors may resign and new directors may
be appointed without any vote by stockholders.

It is anticipated that any new securities issued in any reorganization would be
issued in reliance upon exemptions, if any are available, from registration
under applicable federal and state securities laws. In some circumstances,
however, as a negotiated element of the transaction, the Company may agree to
register such securities either at the time the transaction is consummated, or
under certain conditions at specified times thereafter. The issuance of
substantial additional securities and their potential sale into any trading
market that might develop in the Company's securities may have a depressive
effect upon such market.

The Company will participate in a business opportunity only after the
negotiation and execution of a written agreement. Although the terms of such
agreement cannot be predicted, generally such an agreement would require
specific representations and warranties by all of the parties thereto, specify
certain events of default, detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing, outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.

                                       6
<PAGE>

As a general matter, the Company anticipates that it, and/or its principal
shareholders will enter into a letter of intent with the management, principals
or owners of a prospective business opportunity prior to signing a binding
agreement. Such a letter of intent will set forth the terms of the proposed
acquisition but will not bind any of the parties to consummate the transaction.
Execution of a letter of intent will by no means indicate that consummation of
an acquisition is probable. Neither the Company nor any of the other parties to
the letter of intent will be bound to consummate the acquisition unless and
until a definitive agreement concerning the acquisition as described in the
preceding paragraph is executed. Even after a definitive agreement is executed,
it is possible that the acquisition would not be consummated should any party
elect to exercise any right provided in the agreement to terminate it on
specified grounds.

It is anticipated that the investigation of specific business opportunities and
the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and
attention and substantial costs for accountants, attorneys and others. If a
decision is made not to participate in a specific business opportunity, the
costs theretofore incurred in the related investigation would not be
recoverable. Moreover, because many providers of goods and services require
compensation at the time or soon after the goods and services are provided, the
inability of the Company to pay until an indeterminate future time may make it
impossible to procure goods and services.

COMPETITION

The Company expects to encounter substantial competition in its efforts to
locate attractive opportunities, primarily from business development companies,
venture capital partnerships and corporations, venture capital affiliates of
large industrial and financial companies, small investment companies, and
wealthy individuals. Many of these entities may have significantly greater
experience, resources and managerial capabilities than the Company and in that
event, will be in a better position than the Company to obtain access to
attractive business opportunities.

ADMINISTRATIVE OFFICES

The Company currently maintains a mailing address at P.O. Box 110310, Naples,
Florida 34108-0106. The Company's telephone number is (239) 598-2300. Other than
this mailing address, the Company does not currently maintain any other office
facilities, and does not anticipate the need for maintaining office facilities
at any time in the foreseeable future. The Company pays no rent or other fees
for the use of this mailing address.

                                       7
<PAGE>

EMPLOYEES

The Company is in the development stage and currently has no employees.
Management of the Company expects to use consultants, attorneys and accountants
as necessary, and does not anticipate a need to engage any full-time employees
so long as it is seeking and evaluating business opportunities. The need for
employees and their availability will be addressed in connection with the
decision whether or not to acquire or participate in specific business
opportunities.

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

The Company remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
stockholder's equity other than the receipt of proceeds in the amount of $7,456
from its inside capitalization funds, and $1,252 in stock issued for services.
The Company has an accumulated deficit of $8,708 at June 30, 2004. The Company's
balance sheet for the period of August 19, 1997 (inception) through June 30,
2004, reflects a current and total asset value of $0, and current liabilities of
$0.

Plan of Operations

During its current fiscal year ending December 31, 2004, the Company plans to
complete its registration under the Securities Exchange Act of 1934 and
thereafter to initiate efforts to locate a suitable business acquisition
candidate. There is no assurance as to when or whether the Company will locate a
suitable business acquisition candidate or complete a business acquisition
transaction.

Need for Additional Capital

The Company believes that it will require additional capital in the amount of
approximately $10,000 in order to pay the costs associated with completion and
filing of this registration statement on Form 10SB and the costs associated with
compliance with its continuing reporting obligations under the Securities
Exchange Act of 1934, as amended, for the fiscal year ending December 31, 2004.
This additional capital will be required whether or not the Company is able to
complete a business combination transaction during the fiscal year ending
December 31, 2004. Furthermore, once a business combination is completed, the
Company's needs for additional financing are likely to increase substantially.

No specific commitments to provide additional funds have been made by management
or other stockholders, and the Company has no current plans, proposals,
arrangements or understandings to raise additional capital through the sale or
issuance of additional securities prior to the location of a merger or
acquisition candidate. Accordingly, there can be no assurance that any
additional funds will be available to the Company to allow it to cover its
expenses.

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

                                       8
<PAGE>

ITEM 3.  DESCRIPTION OF PROPERTY.

The Company currently maintains a mailing address at P.O. Box 110310, Naples,
Florida 34108-0106. The Company pays no rent for the use of this mailing
address. The Company does not believe that it will need to maintain an office at
any time in the foreseeable future in order to carry out its plan of operations
described herein. The Company's telephone number is (239) 598-2300.

ITEM 4.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

As of the date of this registration statement on Form 10SB, the Company has a
total of 2,647,640 shares of common stock issued and outstanding. The following
table sets forth, as of the date of this Registration Statement, the number of
shares of Common Stock owned of record and beneficially by executive officers,
directors and persons who hold 5% or more of the outstanding Common Stock of the
Company. Also included are the shares held by all executive officers and
directors as a group.

                                         Number of Shares       Percent of Class
 Name and Address                       Owned Beneficially           Owned
 ----------------                       ------------------      ----------------
 Mid-Continental Securities Corp.           2,435,828                  92%

ITEM 5.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

The directors and executive officers currently serving the Company are as
follows:

 Name                      Age               Positions held and tenure
 ----                      ---               -------------------------
 Richard Starke             46               President and Director
 Cosmo Palmieri             33               Secretary and Director

The directors named above will serve until the first annual meeting of the
Company's stockholders. Thereafter, directors will be elected for one-year Terms
at the annual stockholders' meeting. Officers will hold their positions at the
pleasure of the board of directors, absent any employment agreement, of which
none currently exists or is contemplated. There is no arrangement or
understanding between any of the directors or officers of the Company and any
other person pursuant to which any director or officer was or is to be selected
as a director or officer, and there is no arrangement, plan or understanding as
to whether non-management shareholders will exercise their voting rights to
continue to elect the current directors to the Company's board. There are also
no arrangements, agreements or understandings between non-management
shareholders and management under which non-management shareholders may directly
or indirectly participate in or influence the management of the Company's
affairs.

                                       9
<PAGE>

The directors and officers will devote their time to the Company's affairs on an
"as needed" basis, which, depending on the circumstances, could amount to as
little as two hours per month, or more than forty hours per month, but more than
likely will fall within the range of five to ten hours per month. There are no
agreements or understandings for any officer or director to resign at the
request of another person, and none of the officers or directors are acting on
behalf of, or will act at the direction of, any other person.

Biographical Information

Richard Starke, President/Director, Mr. Starke has been the President and
founder of Starke Marine Services, Inc. since 1992. He specializes in the
design, sale, installation, and repair of marine refrigeration equipment. Prior
to 1992, was employed by several companies specializing in marine services.

Cosmo Palmieri, Secretary/Director Mr. Palmieri graduated from the University of
Texas in 1993 with a degree in economics. He received the Longhorn Leadership
Award two consecutive years, was a member of the Texas Wranglers Service
Organization and was a volunteer speaker for Austin Community Middle Schools. He
also earned his license as a Texas Real Estate Agent. Since1993, Mr. Palmieri
has been the President and Chief Executive Officer of his own real estate
development company. Since 1993, he has also been involved in home remodeling
and new home construction until Service Croup convinced him to make a career
change and join them. He is currently an executive officer of Service Group,
Inc. of Austin, Texas, an insurance and real estate development company.

Other Activities

Each of the Company's officers and directors is also an officer and director of
other blind pool or blank check companies. The Company and each of these other
entities will be in competition with each other for prospective companies to
acquire. See "Conflicts of Interest" below.

Conflicts of Interest

None of the officers of the Company will devote more than a portion of his time
to the affairs of the Company. There will be occasions when the time
requirements of the Company's business conflict with the demands of the
officers' other business and investment activities. Such conflicts may require
that the Company attempt to employ additional personnel. There is no assurance
that the services of such persons will be available or that they can be obtained
upon terms favorable to the Company.

In particular, the Company's officers and directors formed other pool or blank
check companies at about the same time as formation of the Company, which have
structure and a business plan which is very similar to that of the Company.
Cosmo Palmieri, Secretary and Director of the Company, is also a Director of
Mid-Am Systems, Inc. and Sheffield Products, Inc. It is also likely that the
Company's officers and directors will form additional blind pool or blank check
companies in the future with a business plan similar or identical to that of the

                                       10
<PAGE>

Company, and these would be in direct competition with the Company for available
business opportunities and would create the potential for conflicts of interest.

The officers, directors and principal shareholders of the Company may actively
negotiate for the purchase of a portion of their common stock as a condition to,
or in connection with, a proposed merger or acquisition transaction. It is
anticipated that a substantial premium may be paid by the purchaser in
conjunction with any sale of shares by the Company's officers, directors and
principal shareholders made as a condition to, or in connection with, a proposed
merger or acquisition transaction. The fact that a substantial premium may be
paid to members of Company management to acquire their shares creates a conflict
of interest for them and may compromise their state law fiduciary duties to the
Company's other shareholders. In making any such sale, members of Company
management may consider their own personal pecuniary benefit rather than the
best interests of the Company and the Company's other shareholders, and the
other shareholders are not expected to be afforded the opportunity to approve or
consent to any particular buy-out transaction involving shares held by members
of Company management.

ITEM 6.  EXECUTIVE COMPENSATION.

No officer or director has received any remuneration or compensation from the
Company. Until the Company acquires additional capital, it is not anticipated
that any officer or director will receive additional compensation from the
Company other than reimbursement for out-of-pocket expenses incurred on behalf
of the Company. See "Certain Relationships and Related Transactions." The
Company has no stock option, retirement, pension, or profit-sharing programs for
the benefit of directors, officers or other employees, but the Board of
Directors may recommend adoption of one or more such programs in the future.

The Company may employ a spouse of an officer or director, or an employee of a
company owned by an officer or director, to perform administrative or
secretarial services required by the Company. Such individuals would be paid
standard, "going rate" hourly compensation for services rendered.

ITEM 7.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

No officer, director, promoter, or affiliate of the Company has, or proposes to
have, any direct or indirect material interest in any asset proposed to be
acquired by the Company through security holdings, contracts, options, or
otherwise. The Company has adopted a policy under which any consulting or
finder's fee that may be paid to a third party for consulting services to assist
management in evaluating a prospective business opportunity would be paid in
stock rather than in cash. Any such issuance of stock would be made on an ad hoc
basis. Accordingly, the Company is unable to predict whether, or in what amount,
such a stock issuance might be made.

It is not currently anticipated that any salary, consulting fee, or finder's fee
shall be paid to any of the Company's directors or executive officers, or to any
other affiliate of the Company except as described under "Executive
Compensation" above.

                                       11
<PAGE>

The Company does not maintain an office, but it does maintain a mailing address
at P.O. Box 110301, Naples, Florida 34108-0106, for which it pays no rent, and
for which it does not anticipate paying rent in the future. It is likely that
the Company will not establish an office until it has completed a business
acquisition transaction, but it is not possible to predict what arrangements
will actually be made with respect to future office facilities.

Although management has no current plans to cause the Company to do so, it is
possible that the Company may enter into an agreement with an acquisition
candidate requiring the sale of all or a portion of the Common Stock held by the
Company's current stockholders to the acquisition candidate or principals
thereof, or to other individuals or business entities, or requiring some other
form of payment to the Company's current stockholders, or requiring the future
employment of specified officers and payment of salaries to them. It is more
likely than not that any sale of securities by the Company's current
stockholders to an acquisition candidate would be at a price substantially
higher than that originally paid by such stockholders. Any payment to current
stockholders in the context of an acquisition involving the Company would be
determined entirely by the largely unforeseeable terms of a future agreement
with an unidentified business entity.

ITEM 8.  DESCRIPTION OF SECURITIES.

Common Stock

The Company's Articles of Incorporation authorize the issuance of 10,000,000
shares of Common Stock. Each record holder of Common Stock is entitled to one
vote for each share held on all matters properly submitted to the stockholders
for their vote. In the election of Directors, a plurality of the votes cast
shall elect. In all other matters, the action shall be approved if the number of
votes cast in favor of the action exceed the number of votes cast in opposition
to the action.

Holders of outstanding shares of Common Stock have no preemptive, conversion or
redemptive rights. All of the issued and outstanding shares of Common Stock are,
and all unissued shares when offered and sold will be, duly authorized, validly
issued, fully paid, and nonassessable. To the extent that additional shares of
the Company's Common Stock are issued, the relative interests of then existing
stockholders may be diluted.

Transfer Agent

The Company's transfer agent is Liberty Transfer Co., 191 New York Avenue,
Huntington, New York 11743, the phone number is (631)385-1616.

Reports to Stockholders

The Company plans to furnish its stockholders with an annual report for the
fiscal year ending December 31, 2003 containing financial statements audited by
its independent certified public accountants. In the event the Company enters
into a business combination with another company, it is the present intention of
management to continue furnishing annual reports to stockholders.

Additionally, the Company may, in its sole discretion, issue unaudited quarterly
or other interim reports to its stockholders when it deems appropriate. The
Company intends to comply with the periodic reporting requirements of the
Securities Exchange Act of 1934.

                                       12
<PAGE>
                                     PART II

ITEM 1.  MARKET PRICE AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND OTHER
         SHAREHOLDER MATTERS

No public trading market exists for the Company's securities and all of its
outstanding securities are restricted securities as defined in Rule 144. As of
the date of this registration statement, there are approximately 32 holders of
record of the Company's common stock. No dividends have been paid to date and
the Company's Board of Directors does not anticipate paying dividends in the
foreseeable future.

ITEM 2.  LEGAL PROCEEDINGS

The Company is not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated.

No director, officer or affiliate of the Company, and no owner of record or
beneficial owner of more than 5.0% of the securities of the Company, or any
associate of any such director, officer or security holder is a party adverse to
the Company or has a material interest adverse to the Company in reference to
pending litigation.

ITEM 3.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.

Not applicable.

ITEM 4.  RECENT SALES OF UNREGISTERED SECURITIES.

There have been no sales of unregistered securities of the Company since
December 31, 2001.

ITEM 5.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's Articles of Incorporation and Bylaws do not include provisions
requiring the Company to provide indemnification for officers, directors, and
other persons. However, under the terms of Delaware General Corporation Law, the
Company has the power to indemnify any person who is or was a party to any
proceeding by reason of the fact that he or she is or was serving as an officer,
director, employee or agent of the Company. The Company may not provide such
indemnification unless the person seeking it acted in good faith, and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the Company and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers, or persons controlling the company
pursuant to the foregoing provisions, the Company has been informed that, in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in that Act and is, therefore, unenforceable.

                                       13
<PAGE>

FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial statements for Supcor, Inc. for the initial period from inception
(August 19, 1997) to December 31, 2003 and for the six months ended June 30,
2004, are attached. See the following pages.

                                  Supcor, Inc.
                          (A Development Stage Company)

                  INDEX TO JUNE 30, 2004 FINANCIAL STATEMENTS

Balance Sheet

Statements of Operations
(six month and three month periods ended June 30, 2004 and 2003)

Statements of Cash Flows
(six month periods ended June 30, 2004 and 2003)

Statement of Changes in Stockholders' Equity
(from June 4, 1999 (date of inception) to June 30, 2004

Notes to Financial Statements


           INDEX TO FINANCIAL STATEMENTS as of December 31, 2003 and
                 for the years ended December 31, 2003 and 2002

Report of Independent Public Accountants

Balance Sheet

Statements of Operations

Statement of Changes in Stockholders' Equity

Statements of Cash Flows

Notes to Financial Statements


                                       14
<PAGE>
                                  SUPCOR, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                            BALANCE SHEET (UNAUDITED)


                                                                        June 30,
                                                                          2004
                                                                        --------
                                     ASSETS

Current assets:
    Cash ............................................................   $     -
    Loans receivable ................................................         -
                                                                        -------
           Total current assets .....................................         -
                                                                        -------

           Total assets .............................................   $     -
                                                                        =======

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
    Accounts payable ................................................   $     -
    Shareholder loan payable ........................................         -
                                                                        -------
           Total current liabilities ................................         -

Stockholders' equity (deficit):
    Preferred stock, $.001 par value; 5,000,000 shares
         authorized, no shares issued and outstanding ...............         -
    Common stock, $.001 par value; 25,000,000 shares
         authorized, 2,647,640 shares issued and outstanding ........     2,648
    Additional paid-in capital ......................................     6,060
    Deficit accumulated during the development stage ................    (8,708)
                                                                        -------
           Total stockholders' equity (deficit) .....................         -
                                                                        -------

    Total liabilities and  stockholders' equity (deficit) ...........   $     -
                                                                        =======

See notes to unaudited financial statements.

                                       15
<PAGE>
<TABLE>
                                           SUPCOR, INC.
                                 (A DEVELOPMENT STAGE ENTERPRISE)
                               STATEMENTS OF OPERATIONS (UNAUDITED)
<CAPTION>

                             Six months ended         Three months ended
                                  June 30,                  June 30,            August 19, 1999
                          -----------------------   -----------------------   (date of inception)
                             2004         2003         2004         2003        to June 30, 2004
                          ----------   ----------   ----------   ----------   -------------------
<S>                       <C>          <C>          <C>          <C>              <C>
Revenues ..............   $        -   $        -   $        -   $        -       $        -

Expenses:
     General and
     administrative ...            -            -            -            -            8,708
                          ----------   ----------   ----------   ----------       ----------

Net loss before taxes .            -            -            -            -           (8,708)

Provision for income ..            -            -            -            -                -
taxes
                          ----------   ----------   ----------   ----------       ----------

         Net loss .....   $        -   $        -   $        -   $        -       $   (8,708)
                          ==========   ==========   ==========   ==========       ==========
Loss per share ........   $      .00   $      .00   $      .00   $      .00
                          ==========   ==========   ==========   ==========

Weighted average
     common shares
     outstanding ......    2,647,640    2,647,640    2,647,640    2,647,640
                          ==========   ==========   ==========   ==========

See notes to unaudited financial statements.

                                               16
</TABLE>
<PAGE>
<TABLE>
                                           SUPCOR, INC.
                                 (A DEVELOPMENT STAGE ENTERPRISE)
                     STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)
                    FROM AUGUST 19, 1997 (DATE OF INCEPTION) TO JUNE 30, 2004
<CAPTION>

                                       Common Stock        Additional
                                    -------------------     Paid-In      Accumulated
                                     Shares      Amount     Capital        Deficit        Total
                                    ---------    ------    ----------    -----------     -------
<S>                                 <C>          <C>         <C>           <C>           <C>
Balance at August 19, 1997
   (Date of Inception) .........            -    $    -      $    -        $     -       $     -
   Common stock issued for cash       670,610       671           -              -           671
   Net loss ....................            -         -           -              -             -
                                    ---------    ------      ------        -------       -------
Balance at December 31, 1997 ...      670,610       671           -              -           671

   Net loss ....................            -         -           -              -             -
                                    ---------    ------      ------        -------       -------
Balance at December 31, 1998 ...      670,610       671           -              -           671

   Common stock for services ...    1,103,000     1,103           -              -         1,103
   Common stock issued for cash       825,780       826       1,634              -         2,460
   Net loss ....................            -         -           -         (2,473)       (2,473)
                                    ---------    ------      ------        -------       -------
Balance at December 31, 1999 ...    2,599,390     2,600       1,634         (2,473)        1,761

   Common stock for services ...        3,250         3         146              -           149
   Common stock issued for cash        45,000        45       3,589              -         3,634
   Net loss ....................            -         -           -         (3,367)       (3,367)
                                    ---------    ------      ------        -------       -------
Balance at December 31, 2000 ...    2,647,640     2,648       5,369         (5,840)        2,177

   Capital contribution ........            -         -         101              -           101
   Net loss ....................            -         -           -         (2,302)       (2,302)
                                    ---------    ------      ------        -------       -------
Balance at December 31, 2001 ...    2,647,640     2,648       5,470         (8,142)          (24)

   Capital contribution ........            -         -         590              -           590
   Net loss ....................            -         -           -           (566)         (566)
                                    ---------    ------      ------        -------       -------
Balance at December 31, 2002 ...    2,647,640     2,648       6,060         (8,708)            -

   Net loss ....................            -         -           -              -             -
                                    ---------    ------      ------        -------       -------
Balance at December 31, 2003 ...    2,647,640     2,648       6,060         (8,708)            -

   Net loss ....................            -         -           -              -             -
                                    ---------    ------      ------        -------       -------
Balance at June 30, 2004 .......    2,647,640    $2,648      $6,060        $(8,708)      $     -
                                    =========    ======      ======        =======       =======

See notes to unaudited financial statements.

                                               17
</TABLE>
<PAGE>
<TABLE>
                                           SUPCOR, INC.
                                 (A DEVELOPMENT STAGE ENTERPRISE)
                               STATEMENTS OF CASH FLOWS (UNAUDITED)
<CAPTION>

                                                       Six months ended
                                                           June 30,             August 19, 1997
                                                       ----------------       (date of inception)
                                                       2004        2003         to June 30, 2004
                                                       ----        ----       -------------------
<S>                                                    <C>         <C>             <C>
Cash flows from operating activities:
     Net loss ...................................      $  -        $  -            $(8,708)
     Adjustments to reconcile net loss to net
         cash flows from operating activities:
        Changes in operating assets & liabilities
         Stock issued for services ..............         -           -              1,252
                                                       ----        ----            -------
Net cash flows from operating activities ........         -           -             (7,456)
                                                       ----        ----            -------

Cash flows from financing activities:
     Capital contributions ......................         -           -                691
     Issuance of common stock ...................         -           -              6,765
                                                       ----        ----            -------
Net cash flows from financing activities ........         -           -              7,456
                                                       ----        ----            -------

Net change in cash ..............................         -           -                  -
Cash at beginning of period .....................         -           -                  -
                                                       ----        ----            -------
Cash at end of period ...........................      $  -        $  -            $     -
                                                       ====        ====            =======

See notes to unaudited financial statements.

                                               18
</TABLE>
<PAGE>
                                  SUPCOR, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                         NOTES TO FINANCIAL STATEMENTS)

1. Summary of Significant Accounting Policies

Quarterly Financial Statements

The accompanying unaudited financial statements have been prepared in accordance
with the instructions to Form 10-QSB but do not include all of the information
and footnotes required by generally accepted accounting principles and should,
therefore, be read in conjunction with the Company's 2003 financial statements
in Form 10-KSB. These statements do include all normal recurring adjustments
which the Company believes necessary for a fair presentation of the statements.
The interim operating results are not necessarily indicative of the results for
a full year.

Description of Business

Supcor, Inc. (a development stage enterprise) (the Company) was formed on August
19, 1997. The Company's activities to date have been primarily directed towards
the raising of capital and seeking business opportunities.

Estimates and Assumptions

The preparation of 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 disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of income and expenses during the reporting period. Actual
results could differ from those estimates.

Earnings Per Share

Basic earnings per common share are computed by dividing net income (loss) by
the weighted average number of shares of common stock outstanding during the
period. Due to net losses, potentially dilutive securities would be antidilutive
and are therefore not included.

                                       19
<PAGE>
                                  SUPCOR, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                         NOTES TO FINANCIAL STATEMENTS)

1. Summary of Significant Accounting Policies (Continued)

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to reverse. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in the statement of
operations in the period that includes the enactment date.

There is no provision for income taxes due to continuing losses. At June 30,
2004, the Company has net operating loss carryforwards for tax purposes of
approximately $8,700, which expire through 2023. The Company has recorded a
valuation allowance that fully offsets deferred tax assets arising from net
operating loss carryforwards because the likelihood of the realization of the
benefit cannot be established. The Internal Revenue Code contains provisions
that may limit the net operating loss carryforwards available if significant
changes in stockholder ownership of the Company occur.

                                       20
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

To The Stockholders
Supcor, Inc.

We have audited the accompanying balance sheet of Supcor, Inc. (a development
stage enterprise) as of December 31, 2003, and the related statements of
operations, stockholders' equity (deficit), and cash flows for the years ended
December 31, 2003 and 2002, and for the period from August 19, 1997 (date of
inception) to December 31, 2003. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America and in accordance with the standards of the
Public Accounting Oversight Board (United States of America). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Supcor, Inc. (a development
stage enterprise) as of December 31, 2003, and the results of its operations and
its cash flows for the years ended December 31, 2003 and 2002, and for the
period from August 19, 1997 (date of inception) to December 31, 2003 in
conformity with accounting principles generally accepted in the United States of
America.


Child, Sullivan and Company
Salt Lake City, Utah
June 18, 2004

                                       21
<PAGE>
                                  SUPCOR, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  Balance Sheet



                                                                    December 31,
                                                                        2003
                                                                    ------------
                                     ASSETS

Current assets:
    Cash ........................................................     $     -
    Shareholder receivable ......................................           -
                                                                      -------
           Total current assets .................................           -
                                                                      -------

           Total assets .........................................     $     -
                                                                      =======

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
    Accounts payable ............................................     $     -
    Payable to shareholder ......................................           -
                                                                      -------
           Total current liabilities ............................           -

Stockholders' equity (deficit):
    Preferred stock, $.001 par value; 5,000,000 shares
         authorized, no shares issued and outstanding ...........           -
    Common stock, $.001 par value; 25,000,000 shares
         authorized, 2,647,640 shares issued and outstanding ....       2,648
    Additional paid-in capital ..................................       6,060
    Deficit accumulated during the development stage ............      (8,708)
                                                                      -------
           Total stockholders' equity (deficit) .................           -
                                                                      -------

    Total liabilities and  stockholders' equity (deficit) .......     $     -
                                                                      =======

See notes to financial statements.

                                       22
<PAGE>
                                  SUPCOR, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            Statements of Operations


                                       December 31,           August 19, 1997
                                 ------------------------   (date of inception)
                                    2003          2002      to December 31, 2003
                                 ----------    ----------   --------------------

Revenues ......................  $        -    $        -        $      -

Expenses:
     General and administrative           -           566           8,708
                                 ----------    ----------        --------

Net loss before taxes .........           -          (566)         (8,708)

Provision for income taxes ....           -             -               -
                                 ----------    ----------        --------

         Net loss .............  $        -    $     (566)       $ (8,708)
                                 ==========    ==========        ========

Loss per share ................  $     (.00)   $     (.00)
                                 ==========    ==========

Weighted average common
     shares outstanding .......   2,647,640     2,647,640
                                 ==========    ==========

See notes to financial statements.

                                       23
<PAGE>
<TABLE>
                                           SUPCOR, INC.
                                   (A DEVELOPMENT STAGE COMPANY)
                           Statement of Changes in Stockholder's Equity
                   From date of inception (August 19, 1997) to December 31, 2003
<CAPTION>

                                         Common Stock       Additional
                                     -------------------      Paid-In    Accumulated
                                       Shares     Amount      Capital      Deficit       Total
                                     ----------   ------    ----------   -----------    --------
<S>                                  <C>          <C>         <C>          <C>          <C>
Balance at August 19, 1997
(Date of Inception) ...............           -   $    -      $    -       $     -      $      -
Common stock issued for cash ......     670,610      671           -             -           671
Net loss ..........................           -        -           -             -             -
                                     ----------   ------      ------       -------      --------
Balance at December 31, 1997 ......     670,610      671           -             -           671

Net loss ..........................           -        -           -             -             -
                                     ----------   ------      ------       -------      --------
Balance at December 31, 1998 ......     670,610      671           -             -           671


Common stock for services .........   1,103,000    1,103           -             -         1,103
Common stock issued for cash ......     825,780      826       1,634             -         2,460
Net loss ..........................           -        -           -        (2,473)       (2,473)
                                     ----------   ------      ------       -------      --------
Balance at December 31, 1999 ......   2,599,390    2,600       1,634        (2,473)        1,761

Common stock for services .........       3,250        3         146             -           149
Common stock issued for cash ......      45,000       45       3,589             -         3,634
Net loss ..........................           -        -           -        (3,367)       (3,367)
                                     ----------   ------      ------       -------      --------
Balance at December 31, 2000 ......   2,647,640    2,648       5,369        (5,840)        2,177

Capital contribution ..............           -        -         101             -           101
Net loss ..........................           -        -           -        (2,302)       (2,302)
                                     ----------   ------      ------       -------      --------
Balance at December 31, 2001 ......   2,647,640    2,648       5,470        (8,142)          (24)

Capital contribution ..............           -        -         590             -           590
Net loss ..........................           -        -           -          (566)         (566)
                                     ----------   ------      ------       -------      --------
Balance at December 31, 2002 ......   2,647,640    2,648       6,060        (8,708)            -

Net loss ..........................           -        -           -             -             -
                                     ----------   ------      ------       -------      --------
Balance at December 31, 2003 ......   2,647,640   $2,648      $6,060       $(8,708)     $      -
                                     ==========   ======      ======       =======      ========

See notes to financial statements.

                                                24
</TABLE>
<PAGE>
<TABLE>
                                           SUPCOR, INC.
                                   (A DEVELOPMENT STAGE COMPANY)
                                     Statements of Cash Flows
                   From date of inception (August 19, 1997) to December 31, 2003
<CAPTION>


                                                        December 31,            August 19, 1997
                                                        -------------         (date of inception)
                                                        2003    2002         to December 31, 2003
                                                        ----    -----        --------------------
<S>                                                     <C>     <C>                <C>
Cash flows from operating activities:
     Net loss ........................................  $  -    $(566)             $(8,708)
     Adjustments to reconcile net loss to net
         cash flows from operating activities:
        Changes in operating assets & liabilities
         Stock issued for services ...................     -        -                1,252
                                                        ----    -----              -------
Net cash flows from operating activities .............     -     (566)              (7,456)
                                                        ----    -----              -------

Cash flows from financing activities:
     Capital contributions ...........................     -      590                  691
                                                        ----    -----              -------
     Issuance of common stock ........................     -        -                6,765
                                                        ----    -----              -------
Net cash flows from financing activities .............     -      590                7,456
                                                        ----    -----              -------

Net change in cash ...................................     -       24                    -
Cash at beginning of period ..........................     -      (24)                   -
                                                        ----    -----              -------
Cash at end of period ................................  $  -    $   -              $     -
                                                        ====    =====              =======

See notes to financial statements.

                                                25
</TABLE>
<PAGE>
                                  SUPCOR, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements

1. Summary of Significant Accounting Policies

Description of Business

Supcor, Inc. (a development stage enterprise) (the Company) was formed on August
19, 1997. The Company's activities to date have been primarily directed towards
the raising of capital and seeking business opportunities.

Estimates and Assumptions

The preparation of 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 disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of income and expenses during the reporting period. Actual
results could differ from those estimates.

Earnings Per Share

Basic earnings per common share are computed by dividing net income (loss) by
the weighted average number of shares of common stock outstanding during the
period. Due to net losses, potentially dilutive securities would be antidilutive
and are therefore not included.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to reverse. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in the statement of
operations in the period that includes the enactment date.

There is no provision for income taxes due to continuing losses. At December 31,
2003, the Company has net operating loss carryforwards for tax purposes of
approximately $8,700, which expire through 2023. The Company has recorded a
valuation allowance that fully offsets deferred tax assets arising from net
operating loss carryforwards because the likelihood of the realization of the
benefit cannot be established. The Internal Revenue Code contains provisions
that may limit the net operating loss carryforwards available if significant
changes in stockholder ownership of the Company occur.

                                       26
<PAGE>

Note 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations

For the periods ending December 31, 2003 and December 31, 2002 the Company
incurred net losses of $0 and $566, respectively. Explanations of these results
are set forth below.

Expenses

General and Administrative

General and administrative costs consist primarily of professional and
consulting fees. Significant costs are attributed to the Company becoming a
reporting public company. This status will increase audit and legal costs
significantly. In relation to the Company becoming a public company, the cost of
corporate relations will also increase as quarterly reports and other investor
information is required.

The Company incurred expenses of $0 and $566, respectively during the periods
ending December 31, 2003 and December 31, 2002. This was due to the high
professional and legal costs related to the Company's operations.

Liquidity and Capital Resources

During the periods ending December 31, 2003 and December 31, 2002, the Company
increased cash $0 and $24, respectively, primarily from operations.

At December 31, 2003, the Company had no current assets and no current
liabilities.

Implementation of the Company's business plan may require capital resources
substantially greater than those currently available to the Company. The company
may determine, depending on the opportunities available to it, to seek
additional debt or equity financing to fund the cost of acquiring an operating
entity. There can be no assurance that additional equity financing will be
available. If neither additional debt nor equity financing is available, the
Company might seek loans. In addition, the Company might seek some type of
strategic alliance with another company that would provide equity to the
Company.

To the extent that the Company finances expansion through the issuance of
additional equity securities, any such issuance would result in dilution of the
interests of the Company's stockholders. Additionally, to the content that the
Company incurs indebtedness or issues debt securities to finance expansion
activities, it will be subject to all of the risks associated with incurring
substantial indebtedness, including the risks that interest rates may fluctuate
and cash flow may be insufficient to pay the principal of and interest on, any
such indebtedness.

Inflation

The Company believes that the impact of inflation and changing prices on its
operations since commencement of operations bas been negligible.

Seasonality

The Company has no revenues to be seasonal and any effect would be immaterial.

                                       27
<PAGE>
                                    PART III

Item 1.  INDEX TO EXHIBITS

The Exhibits listed below are filed as part of this Registration Statement.

         Exhibit No.                    Document

             2.                         Charter and Bylaws



                                   SIGNATURES


In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.


SUPCOR, INC.

By: /s/ COSMO PALMIERI
    ------------------
Cosmo Palmieri, Corporate Secretary and Director
August 24, 2004


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<PAGE>

EXHIBIT 2

                          CERTIFICATE OF INCORPORATION
                                       OF
                                  SUPCOR, INC.


FIRST:   The name of this corporation shall be: Supcor, Inc.

SECOND:  Its registered office in the State of Delaware is to be located at: 15
         East North Street, in the City of Dover, County of Kent, Delaware
         19901, and its registered agent at such address is: XL CORPORATE
         SERVICES. INC.

THIRD:   The nature of the business and the objects and purposes proposed to be
         transacted, promoted and carried on are to do any or all things herein
         mentioned, as fully and to the same extent as natural persons might or
         could do and in any part of the world, viz: The purpose of the
         corporation is to engage in any lawful act or activity for which
         corporations, may be organized under the General Corporation Law of
         Delaware.

FOURTH:  The total number of shares of stock which this corporation is
         authorized to issue is: 10,000,000 common shares at $001 par value.

FIFTH:   The name and address of the incorporator is as follow:

                  Jean M. Sherett
                  Blumberg Excelsior Corporate Services. Inc.
                  62 White Street
                  New York, New York 10013

SIXTH:   The Directors shall have power to make and to alter or amend the
         By-Laws; to fix the amount to be reserved as working capital, and to
         authorize and cause to be executed, mortgages and liens without limit
         as to the amount. upon the property and franchise of this corporation.

         With the consent in writing. arid pursuant to a majority vote of the
         holders of the capital stock issued and outstanding, the Directors
         shall have authority to dispose, in any manner, of the whole property
         of this corporation.

         The By-Laws shall determine whether and to what extent the account and
         books of this corporation. or any of them, shall be open to the
         inspection of the stockholder; no stockholder shall have any right of
         inspecting any account, or book, or document of this Corporation except
         as conferred by the law or the ByLaws, or by resolution of the
         stockholders.

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<PAGE>

         The stockholders and directors shall have power to hold their meetings
         and keep the books, documents and papers of the corporation outside of
         the State of Delaware, at such places as maybe, from time to time
         designated by the By-Laws or by resolution of the stockholders or
         directory, except as otherwise required by the laws of Delaware.

         It is the intention that the objects, purposes and powers specified in
         the THIRD paragraph hereof shall, except where otherwise specified in
         said paragraph, be nowise limited or restricted by referenced to or
         inference from the tots of any other clause or paragraph in this
         certificate of incorporation; but that the objects, purposes and powers
         specified in the THIRD paragraph and in each of the clauses or
         paragraphs of this charter shall be regarded as independent objects.
         purposes and powers.

SEVENTH: No director of this Corporation shall be liable to the Corporation or
         its stockholders for monetary damages for breach of fiduciary duty as a
         director, except for liability (i) for any breach of the director's
         duty of loyalty to the Corporation or its stockholders, (ii) for acts
         or omission not in good faith or which involve intentions misconduct or
         a knowing violation of law, (iii) under Section 174 of the General
         Corporation Law, or (iv) for any transaction from which the director
         derived an improper personal benefit.


         IN WITNESS WHEREOF. I have hereunto set my hand this 19th day of
August, 1997.



                                       /s/ Jean M. Sherett
                                       -------------------
                                       Incorporator


                                       30
<PAGE>
                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                                  SUPCOR, INC.

         The undersigned, President of Supcor, Inc. hereby certifies:

         That the Board of Directors of said corporation by unanimous written
consent dated the 27th day of December, 2000, adopted a resolution to amend the
original articles of incorporation as follows:

         SUPCOR, INC. (the "Corporation"), a corporation organized and existing
under and by virtue of the General Corporation Law of the State of DELAWARE,
DOES HEREBY CERTIFY:

         1. That Article FOUR of the Certificate of Incorporation be amended
and, as amended, read as follows:

"FOURTH: The Corporation shall be authorized to issue the following shares:

         CLASS                   Number of Shares        Par Value

         Common                     25,000,000             $.001
         Preferred                   5,000,000             $.001

         The Corporation is authorized to issue Five Million (5,000,000) shares
         of Preferred Stock, $.001 par value per share, which shares of
         Preferred Stock may be issued in one or more series at the discretion
         of the Board of Directors. In establishing a series the Board of
         Directors shall give to it a distinctive designation so as to
         distinguish it from the shares of all other series and classes, shall
         fix the number of shares in such series, and the preferences, rights
         and restrictions thereof."

         2. The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Article of Incorporation is 2,647,640; the said
amendment has been consented to and approved by a majority vote of the
stockholders holding at least a majority of each class of stock outstanding and
entitled to vote thereon.

         3. This Amendment shall be effective upon filing.


         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its President, Richard Starke, this 27th day of
December, 2000.

                                       SUPCOR, INC.

                                       By: /s/ Richard Starke
                                           ------------------
                                           Richard Starke, President


                                       By: /s/ James Season
                                           ----------------
                                           James Season, Secretary

                                       31
<PAGE>
                                     BYLAWS
                                  SUPCOR, INC.

                                   ARTICLE ONE
                                  CAPITAL STOCK

SECTION ONE: Share certificates, as approved by the Board of Directors, shall be
issued to shareholders specifying the name of the owner, number of shares, and
date of issue. Each certificate shall be signed by the President and Secretary
with the corporate seal affixed thereon. Each certificate shall be numbered in
the order in which it is issued.

SECTION TWO: Each shareholder shall be entitled to one vote per share of common
stock, unless otherwise stated in the Articles of Incorporation.

SECTION THREE: Transfer of shares of stock shall be in the transfer ledger of
the corporation. Such transfers shall be done in person or by power of attorney.
Transfers shall be completed on the surrender of the old certificate, duly
assigned.

                                   ARTICLE TWO
                              SHAREHOLDER MEETINGS

SECTION ONE: The annual meeting of the shareholders shall be held on the 20th
day of August of each year at the offices of the corporation. If the stated day
is a weekend day or a legal holiday, the meeting shall be held on the next
succeeding day, not a weekend day or a holiday.

SECTION TWO: The place of the annual meeting may be changed by the Board of
Directors within or without the state of incorporation for any given year upon
20 days notice tothe shareholders. Special meetings may be held within or
without the state of incorporation and at such time as the Board of Directors
may fix.

SECTION THREE: Special meetings of the shareholders may be called at any time by
the President or any holder(s) of at least twenty-five percent of the
outstanding capital stock.

SECTION FOUR: Notice of any special meeting of the shareholders shall be given
to all shareholders at their last known address by registered mail. Notice of
any special meeting of the shareholders shall state the purpose of such meeting.
Notice of a special meeting may be waived in writing either before or after such
meeting.

SECTION FIVE: Unless otherwise provided by law or the Articles of Incorporation,
all meetings of the shareholders, action may betaken by a majority vote of the
number of shares entitled to vote as represented by the shareholders present at
such meeting. Directors shall be elected by a plurality vote. A quorum shall
constitute one share over fifty percent of the outstanding shares entitled to
vote as represented by the shareholders present at such meeting. No business may
be transacted without the presence of a quorum. At any time during any
shareholder's meeting, if it is determined that a quorum is no longer present,
the meeting shall be then adjourned.

SECTION SIX: Action may be taken by the shareholders without a formal meeting by
consent, if such consent is executed in writing by all of the shareholders
entitled to vote and if allowed under the 'laws of the state of incorporation.

                                       32
<PAGE>
                                  ARTICLE THREE
                                    DIRECTORS

SECTION ONE: The Board of Directors shall control the full and entire management
of the affairs and business of the corporation. The Board of Directors shall
adopt rules and regulations to manage the affairs and business of the
corporation by resolution at a special or the annual meeting. A quorum shall
consist of a majority of the directors. Resolutions adopted and all business
transacted by the Board of Directors shall be done by a majority rote of the
directors present at such meetings.

SECTION TWO: The Board of Directors shall consist of at least two (2) members to
be elected by the shareholders at an annual meeting. The term of office shall be
one year. Vacancies may be filled by the Board of Directors prior to the
expiration of the term. Such appointment shall continue until the next annual
meeting of shareholders.

SECTION THREE: The Board of Directors shall meet annually at the same place of
the shareholders meetings immediately following the annual meeting of the
shareholders. Special meetings of the Board of Directors may be called by the
President or any one (1) director on twenty (20) days notice, or such other and
further notice as required by the laws of the state of incorporation. The
director shall be reimbursed $100 for the cost of travel and his hotel cost for
the annual meeting.

SECTION FOUR: Notice of special or regular meetings of the Board of Directors
other than the annual meeting of the Board of Directors, shall be made by mail
to the last known address of each director. Such notice shall be mailed twenty
(20) days prior to such meeting and shall include time, place and reasons for
the meeting. All other requirements of the laws of the state of incorporation
for notices shall be followed.

SECTION FIVE: All directors of the corporation who are present at a meeting of
the Board of Directors shall be deemed to have assented to action taken at such
meeting as to any corporate action taken, unless a director who did not vote in
favor on such action goes on record in the minutes as dissenting. In such a
case, the dissenting director will not be deemed to having assented to the
action taken.

SECTION SIX: Directors may be removed for cause by a majority vote at a meeting
of the shareholders or Directors. Directors may be removed without cause by a
majority vote at a meeting of the shareholders.

                                  ARTICLE FOUR
                                    OFFICERS

SECTION ONE: The officers of the corporation shall consist of a President and a
Secretary. All officers shall be elected by the Board of Directors and shall
serve a term for no compensation. The Board of Directors may establish other
offices as it may be deem fit.

SECTION TWO: The chief executive officer shall be the President. The President
shall have management powers of the corporation. His duties shall include, but
are not limited to administration of the corporation, presiding over shareholder
meetings including general supervision of the policies of the corporation as
well as general management. The President shall execute contracts, mortgages,
loans and bonds under the seal of the corporation. The President shall have
other powers as determined by the Board of Directors by resolution.

SECTION THREE: The Secretary shall keep the minutes of meetings of the Board of
Directors and shareholder meetings. The Secretary shall have charge of the
minute books, seal and stock book of the corporation. The Secretary shall have
other powers as delegated by the President.

                                       33
<PAGE>

SECTION FOUR: The Treasurer, if one is appointed by the Board of Directors,
shall have the power to manage the financial affairs of the corporation. The
Treasurer shall keep books and records of the financial affairs and make such
available to the President and Board of Directors upon request. The Treasurer
may make recommendations to the officers and directors in regard to the
financial affairs of the corporation.

SECTION FIVE: The Vice-President, if one is appointed by the Board of Directors,
shall have such powers as delegated to him by the President. Upon the inability
to perform by the President, the Vice-President shall serve as President until
such time as the President shall be able to perform or further action by the
Board of Directors. The President shall be deemed unable to perform his duties
'upon written notification by the President of such inability or resignation to
the Board of Directors that the President is unable to perform.

SECTION SIX: Vacancies shall be filled by the Board of Directors. Until such
time as vacancies are filled the following rules of succession shall apply
without regard to Section Five of this Article. The Vice-President shall act as
President, the Treasurer shall act as Secretary, and the Secretary shall act as
Treasurer.

SECTION SEVEN: Assistants to officers may be appointed by the President. These
duties shall be those delegated to them by the President or the Board of
Directors.

SECTION EIGHT: Compensation of the officers shall be determined by the Board of
Directors.
                                  ARTICLE FIVE
                    CONTRACTS AND INSTRUMENTS OF INDEBTEDNESS

SECTION ONE:, No contracts or any instrument of indebtedness shall be executed
without approval by the Board of Directors by resolution. Upon such resolution,
the President shall be authorized to execute contracts or instruments of
indebtedness as specified in the resolution.

SECTION TWO: All checks, drafts or other instruments of indebtedness shall be
executed in the manner as determined by the Board of Directors by resolution.

                                   ARTICLE SIX
                                 CORPORATE SEAL

         The seal of the corporation shall be provided by the Board of Directors
by resolution. The seal shall be used by the President or other officers of the
corporation as provided for in these By-Laws.

                                  ARTICLE SEVEN
                                    AMENDMENT

         The By-Laws may be amended from time to time by a majority vote of the
Board of Directors or by a majority vote of the shareholders. These By-Laws may
be repealed and new By-Laws established it Same manner as amendments. These
By-Laws will continue in full force and effect until amended or repealed and
replaced by new By-Laws.

                                  ARTICLE EIGHT
                                    DIVIDENDS

         The Board of Directors may from time to time declare dividends to the
shareholders. These distributions may be in cash or property. No such dividends
may be made out of the capital of the corporation.

                                       34

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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