UNITED STATES
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 NOVEMBER 30, 2004

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

For the transition period __________ to __________

Commission File Number 0-51038

GILDER ENTERPRISES, INC.
(Exact name of small Business Issuer as specified in its charter)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer 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 stock, as of the latest practicable date: 7,855,000 common shares, par value of $0.001 per share, outstanding as of November 30, 2004.

Gilder Enterprises, Inc.
Quarterly Report On Form 10-QSB

For The Six Months Ended November 30, 2004

INDEX

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information in this Quarterly Report on Form 10-QSB contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and uncertainties, including statements regarding our markets, capital needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties regarding the market for our Internet access services, technology developments, availability of funds, government regulations, common share prices, operating costs, capital costs, and other factors. Forward-looking statements are made, without limitation, in relation to marketing plans, operating plans, availability of funds, and ongoing capital and operating costs. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined below, and, from time to time, in other reports we file with the SEC. These factors may cause our actual results to differ materially from any forward-looking statement. We disclaim any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

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PART I – FINANCIAL INFORMATION

Item 1.              FINANCIAL STATEMENTS

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and Item 310 (b) of Regulation S-B, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three and six months ended November 30, 2004 are not necessarily indicative of the results that can be expected for the year ending May 31, 2005.

The following consolidated interim unaudited financial statements of Gilder Enterprises, Inc. (the “Company”) for the six-month period ended November 30, 2004 are included with this Quarterly Report on Form 10-QSB:

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Gilder Enterprises, Inc.
(A Development Stage Company)

Consolidated Interim Financial Statements
As at November 30, 2004 (unaudited)
(Stated in US Dollars)

F-1

Gilder Enterprises, Inc.
(A Development Stage Company)

Consolidated Interim Financial Statements
As at November 30, 2004 (unaudited)
(Stated in US Dollars)

Contents

Unaudited Consolidated Interim Financial Statements
Balance Sheets
Statements of Operations
Statements of Changes in Stockholders’ Equity (Capital Deficit)
Statements of Cash Flows
Notes to the Financial Statements

F-2

The accompanying notes are an integral part of these consolidated interim financial statements.

F-3

The accompanying notes are an integral part of these consolidated interim financial statements.

F-4

The accompanying notes are an integral part of these consolidated interim financial statements.

F-5

The accompanying notes are an integral part of these consolidated interim financial statements.

F-6

F-7

F-8

F-9

F-10

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

OVERVIEW

We are a development stage company. We have an operating subsidiary, Nex Connectivity Solutions Inc. (“Nex Connectivity Solutions”), which is a Canadian federal corporation incorporated on March 25, 2003. Through Nex Connectivity Solutions we are engaged in the business of installing and operating computer networks (“Internet access networks”) that enable business travelers at hotel properties to have high-speed access to the Internet. We own a majority 51% interest in Nex Connectivity Solutions. Our joint venture partner, 5G Wireless Communications Pte. Ltd. (“5G Wireless”), a Singapore company, owns the remaining 49% interest in Nex Connectivity Solutions. Nex Connectivity Solutions was incorporated in order that we could carry out a joint venture with 5G Wireless for the design, building, owning and operation of specialized Internet access networks, initially serving the needs of business travelers.

Our business plan is to earn revenues from Internet access fees paid by hotel guests at hotels where we have installed Internet access networks. We anticipate that revenues will be shared between ourselves and the hotel property owners based upon negotiated revenue sharing agreements. We also anticipate that we will pay the up-front cost of the installation of any additional Internet access networks, without contribution from the hotel property owner.

In early 2004, Nex Connectivity Solutions secured its initial contract for the installation and operation of a high-speed Internet access network at the Empire Landmark Hotel, a hotel property in Vancouver, British Columbia, Canada. The installation of the Internet access network was completed in May 2004. Nex Connectivity Solutions plans to use this initial contract to build an Internet access network operations business in the Vancouver area. If Nex Connectivity Solutions is successful in securing additional contracts for Internet access network operations in the Vancouver area, then our business plan is to expand the business into new geographical areas and into new target markets, such as convention centers and institutions. There is no assurance that revenues from the initial contract will be sufficient to pursue further Internet access network installations. Also, our present cash reserves and working capital are not sufficient to enable us to maintain our plan of operation without additional financing, of which there is no assurance.

RESULTS OF OPERATIONS

Revenues

All of our revenues to date are attributable to our Internet access network installed at the Empire Landmark Hotel in Vancouver, British Columbia, which became operational in May 2004. We earned revenues of $4,578 during the quarter ended November 30, 2004 as compared to $nil for the same period in 2003. During the six months ended November 30, 2004 we earned revenues of $6,028 ($nil for the six months ended November 30, 2003). There is no assurance that initial revenues will be indicative of future revenues from the Internet access network installed at the Empire Landmark Hotel.

Operating Costs and Expenses

We incurred operating expenses of $29,468 in the quarter ended November 30, 2004 as compared to $8,801 for the same period in 2003. We incurred operating expenses of $48,086 during the six months ended November 30, 2004 as compared to $21,658 for the six months ended November 30, 2003.

Professional fees were $22,801 in the quarter ended November 30, 2004 as compared to $7,063 for the same period in 2003. We incurred professional fees of $34,985 during the six months ended November 30, 2004 compared to $15,562 for the six months ended November 30, 2003. These fees are primarily attributable to costs incurred in filing a registration statement with the Securities and Exchange Commission, which was declared effective in November 2004. We will incur continued professional fees as we are now a reporting issuer under the Securities Exchange Act of 1934.

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Operations and technical support expenses were $3,389 during the three months ended November 30, 2004 as compared to $nil for the same period in 2003. We incurred operations and technical support expenses of $5,873 during the six months ended November 30, 2004 as compared to $804 for the six months ended November 30, 2003. These expenses were incurred in connection with the operation of the Internet access network at the Empire Landmark Hotel. We anticipate that these expense levels will be maintained during the current fiscal year. These expenses will increase in the event that we are able to establish additional Internet access networks.

Office and administrative services expenses were $2,140 in the quarter ended November 30, 2004 as compared to $1,681 for the same period in 2003. We incurred office and administrative services expenses of $4,931 during the six months ended November 30, 2004 as compared to $5,235 for the six months ended November 30, 2003. Office and administration services expenses in each year were attributable primarily to management services provided by Angus Management, a private company controlled by Mr. Joseph Bowes, our president and a director. We pay Angus Management a fee of $900 per month plus out-of-pocket expenses for management and administration services provided by Angus Management.

Depreciation expense was $1,138 during the three months ended November 30, 2004 as compared to $nil for the same period in 2003. Depreciation expense was $2,277 during the six months ended November 30, 2004 as compared to $nil for the same period in 2003.

We incurred no marketing expenses in the quarter ended November 30, 2004 as compared to $57 for the same period in 2003. We incurred marketing expenses of $20 during the six months ended November 30, 2004 compared to $57 for the six months ended November 30, 2003. Our corporate marketing efforts for the balance of the year will mainly be direct sales activities involving management who will contact hotel property owners directly to discuss our internet access network services and capabilities. Compensation to management is included in the Statement of Operations under office and administrative services. Accordingly, planned additional expenditures in respect of marketing are expected to be comparatively modest for the balance of the year.

We anticipate that our operating expenses will increase substantially over the next twelve months due to the fact that we plan to expand our business operations by undertaking marketing efforts in order to secure additional Internet access networks installation contract with hotel property owners.

Our net loss for the quarter ended November 30, 2004 increased to $25,013 as compared to $8,801 for the same period in 2003. Our net loss for the six months ended November 30, 2004 increased to $42,181 compared to $21,473 for the six months ended November 30, 2003. Our net losses are attributable primarily to our operating expenses. We anticipate incurring continuing operating losses in the foreseeable future as we carry out our business plan and incur increased operating expenses. The amount and the extent of our operating losses will depend on our success in implementing our business strategy.

FINANCIAL CONDITION AND LIQUIDITY

Cash and Working Capital

We had cash of $27,981 and a working capital deficit of $33,926 as of November 30, 2004, compared to cash of $27,394 and working capital of $5,978 as of May 31, 2004.

Our working capital deficit has increased due to the fact that our operating expenses have continued to exceed our revenues from our one Internet access network. Our present cash reserves and working capital are not sufficient to enable us to maintain our plan of operations over the next twelve months without additional financing. As discussed below under “Plan of Operations”, we anticipate that we will require approximately $150,000 in additional financing over the next twelve-month period in order to enable us to cover our working capital deficit and to provide necessary further funding to pursue our plan of operations. If we do not achieve any additional financing, we anticipate that we will be able to maintain current operations for approximately six months based on current cash and working capital.

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If we do not achieve this additional financing, or if the additional financing that we achieve is less than required, then we will scale back our operations according to the funds available to us, as discussed below under “Plan of Operations”.

Cash Flows

We used cash in the amount of $29,872 in our operations during the six months ended November 30, 2004, compared to $26,327 for the six months ended November 30, 2003. We financed cash used in operations by using cash raised in financing activities in the amount of $30,459 during the six months ended November 30, 2004. Cash raised in financing activities included a loan that we obtained in the principal amount of $25,000 from Angus Consulting, a private company controlled by Mr. Joseph Bowes, our president, on October 26, 2004. This loan bears interest at the rate of 5% per annum and is due and payable upon demand at any time after October 26, 2005. All outstanding amounts of the principal and accrued interest are convertible at the option of Angus Consulting into shares of the Company’s common stock at any time prior to repayment at a price of $0.25 per share. There is no assurance that Angus Consulting will loan any additional funds to us.

Future Financings

We anticipate that if we pursue any additional financing, the financing would be an equity financing achieved through the sale of our common stock. We do not have any arrangement in place for any debt or equity financing. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our company. In the event we are not successful in obtaining such financing when necessary, we may not be able to proceed with our business plan.

Off Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Significant Contingencies

Our financial statements have been prepared assuming we will continue as a going concern. Our independent auditors have made reference to the substantial doubt about our ability to continue as a going concern in their report of independent registered public accounting firm on our audited financial statements for the year ended May 31, 2004. As discussed in the notes to our audited financial statements, we had only recently commenced revenue-generating operations and had accumulated operating losses of $90,898 from our inception to May 31, 2004. Our continuation is dependent upon our achieving a profitable level of operations as well as obtaining further long-term financing. These factors raise substantial doubt that we will be able to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

PLAN OF OPERATIONS

We anticipate we will be spending approximately $116,000 to $136,000 over the next twelve months in pursuing our plan of operations, subject to our achieving the necessary financing. Over the next twelve months we plan to:

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If we do not achieve the necessary additional financing, or if the additional financing that we achieve is less than required, then we will scale back the business expansion anticipated in our Plan of Operations according to the funds available to us. Specifically, based upon our cash position at the time, we would scale back our planned operations based upon a combination of some or all of the following actions: not install any additional Internet access networks, not establish a network operations center, not lease any premises, and not purchase any office equipment.

Further, we cannot be certain that future revenues from our existing Internet access network will meet our expectations. Also, we cannot be certain that future expenditures to sustain the existing Internet access network will not be significantly higher than we have anticipated. If revenues are less than anticipated or if expenses are greater than anticipated, then we will have to reduce our operating expenditures in respect of existing operations.

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ITEM 3.              CONTROLS AND PROCEDURES.

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of November 30, 2004, being the date of our most recently completed fiscal quarter. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Mr. Joseph G. Bowes. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting management to material information relating to us required to be included in our periodic SEC filings. There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date we carried out our evaluation.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

During our most recently completed fiscal quarter ended November 30, 2004, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the registrant's principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

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PART II - OTHER INFORMATION

Item 1.              LEGAL PROCEEDINGS

We are not party to any legal proceedings.

Item 2.              CHANGES IN SECURITIES AND USE OF PROCEEDS.

We did not issue any securities without registration pursuant to the Securities Act of 1933 during the three months ended November 30, 2004.

Item 3.              DEFAULT UPON SENIOR SECURITIES

None.

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

No matters were submitted to our security holders for a vote during the second quarter of our fiscal year ending November 30, 2004.

Item 5.              OTHER INFORMATION

None.

Item 6.              EXHIBITS

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SIGNATURES

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

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