UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                 SCHEDULE 13D


                   UNDER THE SECURITIES EXCHANGE ACT OF 1934


                               WELUND FUND, INC.
                               ----------------
                               (Name of Issuer)

                   Common Stock, par value $.0001 per share
                   ----------------------------------------
                        (Title of Class of Securities)

                                Kevin G. Elmore
                      2515 Camino Del Rio South, Ste 117
                              San Diego, CA 92108
                                (619) 295-3085
                                --------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
                                Communications)

                                 April 2, 2004
                                 -------------
            (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the  acquisition  that  is the subject of this Schedule 13D, and is filing this
schedule because of Rule  13d-1(e),  Rule  13d-1(f) or Rule 13d-1(g), check the
following box [ ].

Note: Schedules filed in paper format shall  include a signed original and five
copies of the schedule, including all exhibits.  See  Rule  13d-7(b)  for other
parties to whom copies are to be sent.

*The  remainder of this cover page shall be filled out for a reporting person's
initial  filing  on  this form with respect to the subject class of securities,
and for any subsequent  amendment  containing  information  which  would  alter
disclosures provided in a prior cover page.

The  information  required  on  the  remainder  of this cover page shall not be
deemed to be "filed" for the purpose of Section 18  of  the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities  of that section of
the Act but shall be subject to all other provisions of the Act  (however,  see
the Notes).






                                 SCHEDULE 13D


- -------------------------------------------------------------------------------
1      NAME OF REPORTING PERSON

             KEVIN G. ELMORE

 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

- -------------------------------------------------------------------------------
2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

       (A) [ ]
       (B) [X]


- -------------------------------------------------------------------------------
3      SEC USE ONLY


- -------------------------------------------------------------------------------
4      SOURCE OF FUNDS (SEE INSTRUCTIONS)

             PF

- -------------------------------------------------------------------------------
5      CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
       2(D) OR 2(E)



- -------------------------------------------------------------------------------
6      CITIZENSHIP OR PLACE OF ORGANIZATION

       USA


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



- -------------------------------------------------------------------------------
                    7     SOLE VOTING POWER

                          2,240,000

  NUMBER OF    ----------------------------------------------------------------
    SHARES          8     SHARED VOTING POWER
 BENEFICIALLY
   OWNED BY
     EACH      ----------------------------------------------------------------
   REPORTING        9     SOLE DISPOSITIVE POWER
    PERSON
     WITH                 2,240,000
               ----------------------------------------------------------------
                    10     SHARED DISPOSITIVE POWER


- -------------------------------------------------------------------------------
11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             2,240,000

- -------------------------------------------------------------------------------
12     CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
       INSTRUCTIONS) [  ]



- -------------------------------------------------------------------------------
13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

             100%

- -------------------------------------------------------------------------------
14     TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

             (IN) INDIVIDUAL

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





ITEM 1.      SECURITY AND ISSUER.

       This  Statement  relates to the Common Stock, par value $.0001 per share
(the "Common Stock"), of  Welund  Fund, Inc. (the "Registrant" or "Company"), a
corporation  organized under the laws  of  the  State  of  Delaware  with  it's
principal executive  office  currently  located at 244 Fifth Avenue, #W219, New
York, New York 10001.

ITEM 2.      IDENTITY AND BACKGROUND.

       (a)   This  Statement is being filed  by  Kevin  G.  Elmore  ("Reporting
Person").

       (b)   The business address of the Kevin G.  Elmore is at 2515 Camino Del
Rio South, Suite # 117, San Diego, CA 92108.

       (c)   Kevin G. Elmore is an attorney by profession.

       (d)-(e)During  the  past five years, Kevin G. Elmore nor, to the best of
his knowledge, any of the persons  with respect to whom information is given in
response to this Item 2, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors)  or  has  been  a  party to a civil
proceeding  of a judicial or administrative body of competent jurisdiction  and
as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining  future  violations  of, or prohibiting or mandating activities
subject to such laws.

       (f)   Kevin G. Elmore is a citizen of the United States of America.

ITEM 3.      SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

       Kevin G. Elmore paid an aggregate  of  fifty  thousand dollars ($50,000)
for  the 2,240,000 shares of Common Stock.  Mr. Elmore  utilized  his  personal
funds to consummate the acquisition.

ITEM 4.      PURPOSE OF TRANSACTION.

       The  shares  of Common Stock deemed to be beneficially owned by Kevin G.
Elmore  ("Reporting Person")  were  acquired  for,  and  are  being  held  for,
investment  purposes.  The shares of Common Stock were acquired for the purpose
of  acquiring  control of  the  Company  and  seeking  one  or  more  strategic
acquisitions.  In connection therewith, Mr. Elmore may recommend and/or vote in
favor of one or  more  proposals which would amend the Company's Certificate of
Incorporation and for the appointment of directors.  There is no assurance that
the Company will be successful in locating a suitable acquisition candidate, or
that  the  terms  of  any  such  transaction  will  be  favorable  to  existing
stockholders.

       The Reporting Person may in the future directly acquire shares of Common
Stock in open market or private  transactions,  block  purchases  or otherwise.
The  Reporting  Person  may continue to hold or dispose of all or some  of  the
securities reported herein  from  time  to time, in each case in open market or
private  transactions,  block  sales  or purchases  or  otherwise,  subject  to
compliance with applicable law.  Other  than as set forth herein, the Reporting
Person has no plans or proposals which relate  to,  or  could result in, any of
the matters referred to in paragraphs (b) through (j), inclusive,  of Item 4 of
the Schedule 13D.  The Reporting Person may, at any time and from time to time,
review or reconsider his or its position and formulate plans or proposals  with
respect thereto, but has no present intention of doing so.

ITEM 5.      INTEREST IN SECURITIES OF THE ISSUER.

       (a)  Kevin  G.  Elmore  ("Reporting Person") beneficially owns 2,240,000
(100%) shares of Common Stock, $.0001 par value, of the Company.

       (b) The Reporting Person  has  the  sole  power  to  vote and dispose of
2,240,000 shares owned directly.

       Other than the stock purchase transaction described in Item 3 above, the
Reporting Person has not otherwise acquired or disposed of the  common stock of
the Company.

       No other person is known to have the right to receive, or  the  power to
direct  the receipt of, dividends or proceeds from the sale of shares owned  by
the Reporting Person.

ITEM 6.      CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
             RESPECT TO SECURITIES OF THE ISSUER.

       There  are  no  contracts,  agreements,  understandings or relationships
(legal or otherwise) between the Reporting Person  and  any  other  person with
respect  to  any  securities  of  the  Company, including, but not limited  to,
transfer or voting of any of the securities,  finder's  fees,  joint  ventures,
loan or option arrangements, puts or calls, guarantees of profits, division  of
profits or loss, or the giving or withholding of proxies.

ITEM 7.      MATERIAL TO BE FILED AS EXHIBITS.

       Share  Purchase Agreement (Previously filed by Welund Fund, Inc. Exhibit
1.1 to Form 8-K  filed  on  April  2,  2004,  and  is  incorporated  herein  by
reference.)








                                  SIGNATURES

       After  reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true, complete and
correct.

Dated: April 5, 2004

                                 /s/ Kevin G. Elmore, Esq.
                                 ---------------------------------------
                                 By: Kevin G. Elmore, Esq.