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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

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

For the quarterly period ended June 30, 2004

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

For the transition period from __________ to ___________

ANDEAN DEVELOPMENT CORPORATION

(Name of Small Business Issuer in Its Charter)

FLORIDA 65-0420146

(State of Other Jurisdiction of (I.R.S. Employer

Incorporation or Organization) Identification No.)

Commissions file number 33-90696

-----------------------

1224 Washington Avenue

Miami Beach, Florida 33139

(Address of principal executive offices)

(305) 531-1174

(Issuer's telephone number)

Check whether the Issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. As of June 30, 2004, 2,820,100 shares of $.0001 par value common stock were outstanding.

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

ANDEAN DEVELOPMENT CORPORATION

INDEX

Part I.

Financial Information.

Item 1.

Financial Statements (Unaudited).

Item 2.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations.

Part II.

Other Information.

ANDEAN DEVELOPMENT CORPORATION

PART I

FINANCIAL INFORMATION

Item 1.

Financial Statements

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “Commission”). Although the Company believes the disclosures made are adequate to make the information presented not misleading, and, in the opinion of management, all adjustments have been reflected which are necessary for a fair presentation of the information shown and the accompanying notes, these condensed unaudited financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2002. The results for the nine months ended June 30, 2004 are not necessarily indicative of the results of operations for a full year or of future periods.

ANDEAN DEVELOPMENT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2004

(Unaudited)

TABLE OF CONTENTS

Page

Condensed Consolidated Balance Sheets 1

Condensed Consolidated Statements of Operations 2

Condensed Consolidated Statements of Cash Flows 3

Condensed Notes to the Consolidated Financial Statements 4 - 5

ANDEAN DEVELOPMENT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

			June 30,			December 31,
			2004			2003
			(Unaudited)			(As Restated)
ASSETS

CURRENT ASSETS
	Cash		$ -			$ -

TOTAL ASSETS			$ -			$ -


LIABILITIES AND SHAREHOLDERS' DEFICIENCY


CURRENT LIABILITIES:
	Accounts payable and accrued expenses		$ 57,000			$ 57,000

TOTAL CURRENT LIABILITIES			57,000			57,000

SHAREHOLDERS' EQUITY (DEFICIENCY)
	Preffered stock, $.0001 par value, 5,000,000 shares authorized,
	no shares issued and outstanding	-			-
	Common stock, $.0001 par value, 20,000,000 share authorized
	2,820,100 issued and outstanding			282			282
	Additional paid-in capital		498,318			498,318
	Accumulated deficit		(555,600)			(555,600)

TOTAL SHAREHOLDERS' DEFICIENCY			(57,000)			(57,000)

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY			$ -			$ -

ANDEAN DEVELOPMENT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

		Three Months Ended		Six Months Ended
		June 30,	June 30,	June 30,	June 30,
		2004	2003	2004	2003
		(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)
			(As restated)		(As restated)

NET SALES		$ -	$ -	$ -	$ -
Cost of goods sold		-	-	-	-

GROSS PROFIT		-	-	-	-

Operating Expenses
	Selling and Administrative Expenses	-	-	-	-

Total operating expenses		-	-	-	-

Other expenses
	Loss on disposition of assets and liabilities	-	-	-	555,600
	Other expenses	-	-	-	-

Total other expenses		-	-	-	555,600

INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES		-	-	-	(555,600)

Provision for income taxes		-	-	-	-

NET INCOME (LOSS)		$ -	$ -	$ -	$ (555,600)

Other comprehensive loss:
	Foreign currency translation adjustment	-	-	-	-

Comprehensive loss		$ -	$ -	$ -	$ (555,600)

Net Loss per Common Share		$ -	$ -	$ -	$ (0.20)

Weighted Average Shares Outstanding		2,820,100	2,820,100	2,820,100	2,820,100

ANDEAN DEVELOPMENT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

			Six Months Ended	Six Months Ended
			June 30,	June 30,
			2004	2003
			(Unaudited)	(Unaudited)
				(As Restated)

Cash Flows from Operating Activities
	Net Income (loss)		$ -	$ (555,600)
	Adjustments to reconcile net loss to net
	cash used in operating activities:
		Disposition of assets and liabilities	$ -	$ 555,600
	Changes in current assets and liabilities:
		Accounts receivable	-	49,693
		Other current assets	-	(192,790)
		Notes receivable	-	231,846
		Accounts payable and accrued
		expenses	-	(57,800)
		Staff severence indemnity	-	(32,018)

Net cash used in operating activities			-	(1,069)

Cash Flows from Investing Activities
Net cash used in investing activities			-	-

Cash Flows From Financing Activities
Net cash provided by financing activities			-	-

Net Increase/Decrease in Cash and Cash Equivalents			-	(1,069)

Cash and Cash Equivalents - Beginning of Period			-	1,069

Cash and Cash Equivalents - End of Period			$ -	$ -

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business

Andean Development Corporation, a Florida corporation (“the Company”) was engaged in the business of provides engineering and project management services for energy and private works projects and sells, as agent, major electrical and mechanical equipment. The Company also advises and assists large private utilities and government agencies in obtaining land easements from private owners for installation of electrical lines, sewer plant infrastructure, piping and roads. The costs associated with the ongoing operations of the Company made it exceedingly difficult to achieve profitability in the business, which resulted in continuing losses. As a result of those ongoing operating losses and expenses, the Company had a significant working capital deficit, negative stockholder’s equity, and depleted available cash to fund operations. The Company was unable to raise required capital to continue its business in its current form and commenced plans to divest all of its operations and sell substantially all of its assets.

On May 5, 2003, the Company entered into a Stock Purchase Agreement (the “Agreement”) whereby the Company would purchase 1,450,000 common shares from the former Chief Executive Officer (“CEO”) for a purchase price of $75,000 to be paid on by a related party on behalf of the Company. The Agreement further provided that, at closing the former CEO would acquire all of the operating assets and assume primarily all of the liabilities of the Company’s business, with exception of certain Assumed Liabilities in the amount of $57,000, as defined. In addition, the Agreement provides that such assignment and assumption shall be effective and dated as of March 31, 2003.

Interim Financial Statements

The accompanying interim unaudited financial information has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Company as of June 30, 2004 and the results of its operations and cash flows for the six months ended June 30, 2004 and 2003, have been included. The results of operations of such interim period are not necessarily indicative of the results of the full year.

Earnings Per Share

Basic earnings per share ("EPS") is computed by dividing earnings available to common

shareholders by the weighted-average number of common shares outstanding for the period as required by the Financial Accounting Standards Board (FASB) under Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per Shares". Diluted EPS reflects the potential dilution of securities that could share in the earnings.

NOTE 2 – INCOME TAXES

At June 30, 2004, there are no items that give rise to deferred income taxes.

ANDEAN DEVELOPMENT CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Continued)

ANDEAN DEVELOPMENT CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis contains various “forward looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, regarding future events or the future financial performance of the Company that involve risks and uncertainties. Certain statements included in this Form 10-QSB, including, without limitation, statements related to anticipated cash flow sources and uses, and words including but not limited to “anticipates”, “believes”, “plans”, “expects”, “future” and similar statements or expressions, identify forward looking statements. Any forward-looking statements herein are subject to certain risks and uncertainties in the Company’s business, including but not limited to, reliance on key customers and competition in its markets, market demand, product performance, technological developments, maintenance of relationships with key suppliers, difficulties of hiring or retaining key personnel and any changes in current accounting rules, all of which may be beyond the control of the Company. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth therein.

Management’s Discussion and Analysis of Consolidated Results of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the consolidated financial statements included herein. Further, this quarterly report on Form 10-QSB should be read in conjunction with the Company’s Consolidated Financial Statements and Notes to Consolidated Financial Statements included in its 2003 Annual Report on Form 10-KSB. In addition, you are urged to read this report in conjunction with the risk factors described herein.

BUSINESS

GENERAL

Andean Development Corporation ("ADC" or the "Company") was incorporated in Florida on October 19, 1994 and was a holding company for Errazuriz y Asociados Ingenieros S.A. ("AE&A"), and E&A Ingesis S.A. ("INA"), both Chilean corporations located in Santiago, Chile. On May 5, 2003, the Company entered into a Stock Purchase Agreement (the “Agreement”) whereby the Company would permit the transfer of 1,450,000 common shares from the former Chief Executive Officer (“CEO”) for a purchase price of $75,000. The agreement further provided that, at closing, the former CEO would acquire all of the operating assets and assume primarily all of the liabilities of the Company’s business, with exception of certain Assumed Liabilities in the amount of $57,000, as defined. In addition, the agreement provides that such assignment and assumption shall be effective and dated as of June 30, 2003.

History of the Business

AE&A provided engineering and project management services for water and energy related private and public works and provides technical assistance for both turnkey and non-turnkey major works, mainly related to the development and construction of energy, water and sewage treatment projects in Chile. INA acts as the agent in the sale of major electrical and mechanical equipment. See "Core Business."

INA was also developing, in a joint venture with genteAndina S.A., a Chilian company specializing in education (“genteAndina S.A”), a communication network and related software for (i) rural area remote education, and (ii) post graduate professional education "at home" for Union leaders and key employees in Chile, which, if successful, could be adopted and developed in other countries in South America.

On August 31, 2001, the Company extended the expiration date of its Redeemable Common Stock Purchase Warrants (the "Warrants") from November 13, 2001 to November 13, 2003. The Company originally issued the Warrants in connection with a stock offering on Registration Statement Form SB-2 (SEC File No. 333-90696) which was declared effective by the Securities and Exchange Commission on November 13, 1996. No further extensions were approved.

The Company was also the majority owner (83.6%) of a non-operating subsidiary, Consonni USA, Inc. (“Consonni USA”), the assets of which consist of cash and notes receivables. On December 31, 2002, the Company exchanged its holdings in Consonni USA for the assets and liabilities of Consonni USA, such assets consisting of the balance of a promissory note payable in the principal outstanding amount of $552,000 with six remaining payments of approximately ninety two thousand U.S. dollars (U.S. $92,000) payable June 30 and January 31 of each year. The business conditions in Spain, the location of those entities, the non-payment by those entities of the sums owing to date, and the failure of those entities to generate any revenues that would allow them to satisfy their obligations to the Company make it unlikely, in management’s opinion, that the Company will be able to collect on those debts. The Company does not have the funds to pursue any legal action to collect such sums outstanding.

The costs associated with the ongoing operations of the Company made it exceedingly difficult to achieve profitability in the business, which resulted in continuing losses. As a result those ongoing operating losses and expenses, the Company had a significant working capital deficit, negative stockholder's equity, and almost no remaining cash. The sums owed to the Company from third parties, particularly the payments on the balance of a promissory note payable assumed in the sale of the interests of Consonni USA, are in arrears and their collection, as discussed above, is in doubt. In fiscal 2002, the Company experienced a net loss of ($1,691,307), an increase of $1,286,952 over the loss of ($404,355) in 2001. In the first quarter of fiscal 2003, the Company experienced a net loss before taxes of $31,623. The Company did not generate any revenues in fiscal 2003. As a consequence, in 2003, the majority shareholder, CEO and Director, Pedro Pablo Errázuriz, determined, with the unanimous support of the Company’s Board of Directors that the shareholders of the Company would be better served from the acquisition of another business with the ultimate goal of establishing a more liquid public market for its common stock. In order to facilitate such a transaction the Company’s Board of Directors determined that the capitalization structure of the Company should be simplified and the Company should divest itself of its assets and liabilities. On May 5, 2003, the Company entered into a Stock Purchase Agreement (the “Agreement”) whereby the Company would permit the transfer of 1,450,000 common shares from the former Chief Executive Officer (“CEO”) for a purchase price of $75,000. The agreement further provided that, at closing, the former CEO would acquire all of the operating assets and assume primarily all of the liabilities of the Company’s business, with exception of certain Assumed Liabilities in the amount of $57,000, as defined. In addition, the agreement provides that such assignment and assumption shall be effective and dated as of June 30, 2003.

FINANCIAL CONDITION AND RESULTS OF OPERATIONS COMPARISON

OF THREE MONTHS ENDED JUNE 30, 2004

TO THREE MONTHS ENDED JUNE 30, 2003

Gross Revenues and Costs of Operations

Gross revenues, $-0- as of the three months ended June 30, 2003 remained at $-0- for the three months ended June 30, 2004, primarily as a consequence of the Company’s decision to divest itself of its assets and liabilities and cease operations.

Cost of Operations, $-0- as of the three months ended June 30, 2003 remained at $-0- for the three months ended June 30, 2004, primarily as a consequence of the Company’s decision to divest itself of its assets and liabilities and cease operations.

Selling and Administrative Expenses, Incomes from Operations and Other Income (Expense)

Selling and administrative expenses, $-0- as of the three months ended June 30, 2003 remained at $-0- for the three months ended June 30, 2004, primarily as a consequence of the Company’s decision to divest itself of its assets and liabilities and cease operations.

Income (loss) from operations, $-0- as of the three months ended June 30, 2003 remained at $-0- for the three months ended June 30, 2004, primarily as a consequence of the Company’s decision to divest itself of its assets and liabilities and cease operations.

Other expenses, $-0- as of the three months ended June 30, 2003 remained at $-0- for the three months ended June 30, 2004, primarily as a consequence of the Company’s decision to divest itself of its assets and liabilities and cease operations.

Net Income (Loss) Before Income Tax

Net loss before income taxes, $-0- as of the three months ended June 30, 2003 remained at $-0- for the three months ended June 30, 2004, primarily as a consequence of the Company’s decision to divest itself of its assets and liabilities and cease operations.

FINANCIAL CONDITION AND RESULTS OF OPERATIONS COMPARISON

OF SIX MONTHS ENDED JUNE 30, 2004 TO SIX MONTHS ENDED JUNE 30, 2003

Gross Revenues and Costs of Operations

Gross revenues decreased from $-0- for the six months ended June 30, 2003 to $-0- for the six months ended June 30, 2004, primarily as a consequence of the Company’s decision to divest itself of its assets and liabilities and cease operations.

Cost of Operations decreased from $-0- for the six months ended June 30, 2002 to $-0- for the six months ended June 30, 2004, primarily as a consequence of the Company’s decision to divest itself of its assets and liabilities and cease operations.

Selling and Administrative Expenses, Incomes from Operations and Other Income (Expense)

Selling and administrative expenses decreased from $-0- for the six months ended June 30, 2003 to $-0- for the six months ended June 30, 2004, primarily as a consequence of the Company’s decision to divest itself of its assets and liabilities and cease operations.

Other expenses increased from net expenses of $555,600 for the six months ended June 30, 2003 to net expenses of $_________for the six months ended June 30, 2004 primarily as consequence of the loss on disposition of assets and liabilities as a result of the Company’s decision to substantially curtail operations at December 31, 2002.

Net Income (Loss) Before Income Tax

Net loss before income taxes increased from net loss of ($555,600) for the six months ended June 30, 2003 to a loss of _________for the six months ended June 30, 2004, primarily as consequence of the loss on disposition of assets and liabilities as a result of the Company’s decision to substantially curtail operations at December 31, 2002.

Liquidity and Capital Resources

The Company previously financed its operations and other working capital requirements principally from operating cash flow and bank financing. Currently the Company has no liquidity or capital resources, primarily as a result of the Company’s decision to divest itself of its assets and liabilities and cease operations.

Current Assets

Cash, $-0- as of the three months ended June 30, 2003 remained at $-0- for the three months ended June 30, 2004, primarily as a consequence of the Company’s decision to divest itself of its assets and liabilities and cease operations.

Total current assets, $-0- as of the three months ended June 30, 2003 remained at $-0- for the three months ended June 30, 2004, primarily as a consequence of the Company’s decision to divest itself of its assets and liabilities and cease operations.

Liabilities

Current liabilities remained at $57,000 as of the three months ended June 30, 2003 and June 30, 2004, primarily as a result of the remaining accounts payable subsequent to the Company’s decision to divest itself of its assets and liabilities and cease operations.

As of June 30, 2004, there were no commitments for long-term capital expenditures. If the Company is unable to procure a business acquisition, additional funding to comply with regulatory requirements will become necessary. No assurances can be given that either equity or debt financing will be available.

ITEM 3. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of the end of the period covered by this report, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. This evaluation was done under the supervision and with the participation of the Company's Principal Executive Officer and Principal Financial Officer. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the Company's disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to satisfy the Company's disclosure obligations under the Exchange Act.

CHANGES IN INTERNAL CONTROLS

There were no significant changes in the Company's internal controls or in other factors that could significantly affect those controls since the most recent evaluation of such controls.

ANDEAN DEVELOPMENT CORPORATION

PART II:

OTHER INFORMATION

ITEM 1:

Legal Proceedings

None

ITEM 2:

Changes in Securities

None

ITEM 3:

Defaults Upon Senior Securities

None

ITEM 4:

Submission of Matters to a Vote of Securities Holders

None

ITEM 5:

Other Information

ITEM 6:

Exhibits and Reports on Form 8-K

A. Exhibits:

1.1

Certification of Chief Executive Officer Pursuant to Section 302 of the

Sarbanes-Oxley Act.

1.2

Certification of Principal Financial and Accounting Officer Pursuant

to Section 302 of the Sarbanes-Oxley Act.

32.1

Certification of Chief Executive Officer Pursuant to Section 906 of the

Sarbanes-Oxley Act.

32.2

Certification of Principal Financial and Accounting Officer Pursuant

to Section 906 of the Sarbanes-Oxley Act.

Reports on Form 8-K:

No reports on Form 8-K were filed during the quarter ended June 30, 2004, for which this report is filed.

ANDEAN DEVELOPMENT CORPORATION

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

SIGNATURE

August 16, 2004 /s/ Lance Larsen

Lance Larsen,

Chief Executive Officer

(PRINCIPAL EXECUTIVE OFFICER)

August 16, 2004 /s/ Lance Larsen

Lance Larsen,

Chief Accounting Officer

(PRINCIPAL ACCOUNTING OFFICER)