U.S. SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C.  20549

                             FORM 10-KSB

[X]  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

For the fiscal year ended December 31, 2005   Commission File No. 333-40790

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the transition period from           to           .

                    NEW PARADIGM PRODUCTIONS, INC.
            (Name of small business issuer in its charter)

                Nevada                                   87-0640467
     State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization                     Identification No.)

             2050 Ribbon Lane, Salt Lake City, Utah 84117
         (Address of principal executive offices)  (zip code)

Issuer's telephone number, including area code:  (801) 808-2540


    (Former name or former address, if changed since last report.)

Securities registered under Section 12(b) of the Exchange Act:  None
Securities registered under Section 12(g) of the Exchange Act:  None

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
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

Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure will be contained,
to the best of the Issuer's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. (Not applicable)                  [   ]

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).              Yes   X      No

The Issuer's revenues for its most recent fiscal year.    $      0.00
As of February 9, 2006, the aggregate market value of the voting stock held by
non-affiliates of the registrant is approximately $72,150.  (See Item 5
herein).

The number of shares outstanding of the Issuer's common stock at December 31,
2005: 1,077,000

<PAGE>

                                PART I

ITEM 1.   DESCRIPTION OF BUSINESS

     (A)  BUSINESS DEVELOPMENT.

     New Paradigm Productions, Inc., a development stage company, was
incorporated under the laws of the State of Nevada on October 1, 1999.  In
connection with its organization, the founders of New Paradigm contributed
$5,000 cash to initially capitalize it in exchange for 900,000 shares of
Common Stock.

     On January 1, 2000, New Paradigm commenced an offering in reliance upon
Rule 506 of Regulation D, promulgated by the U.S. Securities & Exchange
Commission under the Securities Act of 1933.  100,000 shares of common stock
were offered and sold at $.35 per share. The offering closed in March, 2000,
and raised gross proceeds of $35,000. This increased the total issued and
outstanding common stock to 1,000,000 shares.

     The Company then registered a public offering of its securities.  In
July, 2000, the Company filed a registration statement on Form SB-2 with the
U.S. Securities & Exchange Commission under the Securities Act of 1933, to
register the offering, on a "best efforts minimum/maximum" basis, of up to
100,000 shares of $.001 par value common stock, at a price of $1.00 per share.
This registration statement, Commission File No. 333-40790, was declared
effective on October 26, 2000. 77,000 shares of common stock were sold
pursuant to this offering. The offering closed in December, 2000, and raised
gross proceeds of $77,000. This increased the total issued and outstanding
common stock to 1,077,000 shares.

     (B)  BUSINESS OF COMPANY.

     New Paradigm Productions Incorporated is a company formed to produce and
market meditation music and supplies. This business was not successful and
operations were discontinued as of December 31, 2002.

     The Company is not presently engaged in any significant business
activities and has no operations. Presently the Company's principal activity
has been to investigate potential acquisitions.

     The Company entered into a non-binding letter of intent effective as of
February 10, 2006, wherein it has agreed in principle to acquire another
company. The proposed acquisition is subject to many conditions and no
assurance can be given that the acquisition will be completed. If the
acquisition is completed it will involve a recapitalization of the Company, a
change of name and a change of control including management and shareholders.


<PAGE>

ITEM 2.   PROPERTIES

      New Paradigm has no office facilities and does not presently need to
lease commercial office space or facilities, but for the time being uses the
address of the president as the business address.  There is no assurance
regarding the length of time the present arrangement may continue.

ITEM 3.   LEGAL PROCEEDINGS.

     The Company is not a party to any material pending legal proceedings
and, to the best of its knowledge, no action has been threatened by or against
the Company.

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

     No matter was submitted to a vote of security holders through the
solicitation of proxies or otherwise during the fourth quarter of the fiscal
year covered by this report.

                               PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     (A)  MARKET INFORMATION.

     The Company's initial public offering closed in December, 2000. Prior to
this offering, there was no public market for the common stock. The common
stock is not listed on any national securities exchange or the Nasdaq Stock
Market, but is quoted on the Electronic Bulletin Board maintained by the
National Association of Securities Dealers, Inc. under the symbol "NPPI". It
has not been traded in the over-the-counter market except on a limited and
sporadic basis.  The following sets forth high and low bid price quotations
for each calendar quarter during the last two fiscal years that trading
occurred or quotations were available. Such quotations reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not represent
actual transactions.

     Quarter Ended                 High                Low
     March 31, 2004                .75                 .75
     June 30, 2004                 .75                 .75
     September 30, 2004            .75                 .25
     December 31, 2004             .80                 .75

     March 31, 2005                .80                 .75
     June 30, 2005                 .75                 .75
     September 30, 2005            .75                 .75
     December 31, 2005             .75                 .75

<PAGE>

     No shares are subject to outstanding options or warrants to purchase,
nor are there any outstanding securities convertible into common equity.

     Our common stock is considered a low priced security under rules
promulgated by the Securities and Exchange Commission.  Under these rules,
broker-dealers participating in transactions in these securities must first
deliver a risk disclosure document which describes risks associated with these
stocks, broker-dealers' duties, customers' rights and remedies, market and
other information, and make suitability determinations approving the customers
for these stock transactions based on financial situation, investment
experience and objectives.  Broker-dealers must also disclose these
restrictions in writing, provide monthly account statements to customers, and
obtain specific written consent of each customer.  With these restrictions,
the likely effect of designation as a low priced stock is to decrease the
willingness of broker-dealers to make a market for the stock, to decrease the
liquidity of the stock and increase the transaction cost of sales and
purchases of these stocks compared to other securities.

     (B)  HOLDERS.

     As of February 9, 2006, there were about 72 record holders of the common
stock.

     (C)  DIVIDENDS.

     New Paradigm has not previously paid any cash dividends on common stock
and does not anticipate or contemplate paying dividends on common stock in the
foreseeable future.  Our present intention is to utilize all available funds
to develop and expand our business.  The only restrictions that limit the
ability to pay dividends on common equity or that are likely to do so in the
future, are those restrictions imposed by law.  Under Nevada corporate law, no
dividends or other distributions may be made which would render a company
insolvent or reduce assets to less than the sum of liabilities plus the amount
needed to satisfy outstanding liquidation preferences.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

PLAN OF OPERATIONS.

     New Paradigm is a small start up company that was incorporated on
October 1, 1999, has not yet generated any significant revenues from
operations and is considered a development stage company.  In July, 2000, the
Company filed a registration statement on Form SB-2 with the U.S. Securities &
Exchange Commission under the Securities Act of 1933, to register an offering,
on a "best efforts minimum/maximum" basis, of up to 100,000 shares of $.001
par value common stock, at a price of $1.00 per share.  77,000 shares of
common stock were sold pursuant to this offering. The offering closed in
December, 2000, and raised gross proceeds of $77,000.

     The Company was formed to produce and market meditation music and
supplies. This business was not successful and operations were discontinued as
of December 31, 2002.

<PAGE>

     Management's plan of operation for the next twelve months is to maintain
its filings and curtail operations and activities to reduce expenses and
continue in existence while management seeks other business opportunities.
This may require additional advances from stockholders to pay accounting and
legal fees associated with its filings. The Company's current operating plan
is to (i) handle the administrative and reporting requirements of a public
company, and (ii) search for potential businesses, products, technologies and
companies for acquisition. There is no assurance New Paradigm could
successfully become involved in any other business venture.

     The Company entered into a non-binding letter of intent effective as of
February 10, 2006, wherein it has agreed in principle to acquire another
company. The proposed acquisition is subject to many conditions and no
assurance can be given that the acquisition will be completed. If the
acquisition is completed it will involve a recapitalization of the Company, a
change of name and a change of control including management and shareholders.

     The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplate continuation
of the Company as a going concern.  However, the Company has incurred losses
since its inception, and has not yet been successful in establishing
profitable operations.  Further, the Company has current liabilities in excess
of current assets.  These factors raise substantial doubt about the ability of
the Company to continue as a going concern.  In this regard, management is
proposing to raise any necessary additional funds not provided by operations
through loans and/or through additional sales of its common stock.  There is
no assurance that the Company will be successful in raising this additional
capital or in achieving profitable operations.  The financial statements do
not include any adjustments that might result from the outcome of these
uncertainties.

ITEM 7.   FINANCIAL STATEMENTS.

     See attached Financial Statements and Schedules.

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE.

     There are not and have not been any disagreements between the Company
and its accountants on any matter of accounting principles or practices or
financial statement disclosure.

ITEM 8A.  CONTROLS AND PROCEDURES.

     The issuer's principal executive officer or officers and principal
financial officer or officers, or persons performing similar functions, are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the issuer and have:

<PAGE>

     designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under their supervision, to
ensure that material information relating to the issuer, including its
consolidated subsidiaries, is made known to them by others within those
entities, particularly during the period in which the periodic reports are
being prepared;

     designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under their
supervision, 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;

     evaluated the effectiveness of the issuer's disclosure controls and
procedures as of the end of the fiscal year (the "Evaluation Date").

     Based on their evaluation as of the Evaluation Date, their conclusions
about the effectiveness of the disclosure controls and procedures were that
nothing indicated:

     any significant deficiencies in the design or operation of internal
controls which could adversely affect the issuer's ability to record, process,
summarize and report financial data;

     any fraud, whether or not material, that involves management or other
employees who have a significant role in the issuer's internal controls; or

     any material weaknesses in internal controls that have been or should be
identified for the issuer's auditors and disclosed to the issuer's auditors
and the audit committee of the board of directors (or persons fulfilling the
equivalent function).

     Changes in internal control over financial reporting. There was no
significant change in the issuer's internal control over financial reporting
that occurred during the most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the issuer's internal
control over financial reporting.

                               PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

     (A)  IDENTIFY DIRECTORS AND EXECUTIVE OFFICERS.

     The following table sets forth the sole director and executive officer
of the Company, her age, and all offices and positions with the Company.  A
director is elected for a period of one year and thereafter serves until her
successor is duly elected by the stockholders and qualifies.  Officers and
other employees serve at the will of the Board of Directors.

<PAGE>

<TABLE>
<S>                      <C>              <C>
                         Term Served As   Positions
Name of Director Age     Director/Officer With Company

Jody St. Clair   42      Since inception  President &
                                          Secretary/Treasurer
</TABLE>

     A brief description of her background and business experience is as
follows:

     Jody St. Clair serves as President, Secretary/Treasurer and Director of
New Paradigm. Ms. St. Clair has conducted meditation workshops and retreats
since 1991, has studied the various forms of meditation for over 15 years and
has been a musician for 25 years. Ms. St. Clair has experience in retail sales
of new age products. She was sole proprietor of Moonshadow Creations, begun in
1992 to sell new age products and services. As President of Desert Native
Designs, Inc. from 1994 to 1997, she was involved in making and selling drums,
rattles and other products made to look similar to native artifacts or native
designs of similar products, and gained experience marketing in the new age
industry. From 1997 to the present, she has been teaching meditation in
workshops and private counseling sessions. She will use her knowledge of
meditation practices and contacts with qualified musicians, technicians and
artists to produce meditation music, tapes and compact discs.

     The director holds no directorships in any other company subject to the
reporting requirements of the Securities Exchange Act of 1934.

     (B)  IDENTIFY SIGNIFICANT EMPLOYEES.

     None other than the person previously identified.

     (C)  FAMILY RELATIONSHIPS.

     None

     (D)  INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.

     Except as described herein, no present officer or director of the
Company; 1) has had any petition filed, within the past five years, in Federal
Bankruptcy or state insolvency proceedings on such person's behalf or on
behalf of any entity of which such person was an officer or general partner
within two years of filing; or 2) has been convicted in a criminal proceeding
within the past five years or is currently a named subject of a pending
criminal proceeding; or 3) has been the subject, within the past five years,
of any order, judgment, decree or finding (not subsequently reversed,
suspended or vacated) of any court or regulatory authority involving violation
of securities or commodities laws, or barring, suspending, enjoining or
limiting any activity relating to securities, commodities or other business
practice.

<PAGE>

     (E)  AUDIT COMMITTEE FINANCIAL EXPERT.  The issuer does not have an
audit committee financial expert serving on its audit committee, due to lack
of funds. The Company is not presently engaged in any significant business
activities and has no operations or assets.

     COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT. Section 16(a) is
inapplicable.

     CODE OF ETHICS. The issuer has adopted a code of ethics that applies to
the issuer's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions. For purposes of this Item, the term code of ethics means written
standards that are reasonably designed to deter wrongdoing and to promote:
Honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional
relationships; Full, fair, accurate, timely, and understandable disclosure in
reports and documents that the issuer files with, or submits to, the
Commission and in other public communications made by the issuer; Compliance
with applicable governmental laws, rules and regulations;  The prompt internal
reporting of violations of the code to the board of directors or another
appropriate person or persons; and Accountability for adherence to the code.
The issuer hereby undertakes to provide to any person without charge, upon
request, a copy of such code of ethics. Such request may be made in writing to
the board of directors at the address of the issuer.

ITEM 10.  EXECUTIVE COMPENSATION.

     The following table summarizes executive compensation paid or accrued
during the past two years for our Chief Executive Officer.

                      SUMMARY COMPENSATION TABLE
<TABLE>
<S>            <C>  <C>      <C>       <C>        <C>
Name                                   Other
And                                    Annual     All Other
Principal                                         Compen-
Position       Year Salary($)Bonus($)  Compen-    sation($)
                                       sation($)

Jody St. Clair 2005         0
CEO            2004         0
               2003         0
</TABLE>

     Management is entitled to reimbursement of any out of pocket expenses
reasonably and actually incurred on our behalf. We have no written employment
agreement with nor key man life insurance on management, but Ms. St. Clair is
not presently being compensated due to the lack of operations. This salary
arrangement may be reviewed periodically. There is no assurance regarding the
length of time that this arrangement may continue, nor any assurance that the
services of the officer will continue to be available for any specified length
of time.

COMPENSATION OF DIRECTORS     None

<PAGE>

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

     The Company has not entered into any contracts or arrangements with any
named executive officer which would provide such individual with a form of
compensation resulting from such individual's resignation, retirement or any
other termination of such executive officer's employment with the Company or
its subsidiary, or from a change-in-control of the Company or a change in the
named executive officer's responsibilities following a change-in-control.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table contains stock ownership information about officers
or directors, and other stockholders who we know to be beneficial owners of
more than 5% of our stock. A beneficial owner of stock is any person who has
or shares the power to decide how to vote or whether to dispose of the stock.
<TABLE>
<CAPTION>
                           Title of   Amount & Nature of   % of
Name and Address            Class     Beneficial Ownership Class
<S>                        <C>        <C>                  <C>
Jody St. Clair             Common      150,000 shares      14%
2050 Ribbon Lane
SLC, Utah 84117

Lynn Dixon                 Common      482,000 shares      45%
311 S State, #460
SLC, UT 84111

Melissa Epperson           Common       98,000 shares      9.1%
1533 S 1220 W
Woods Cross, UT 84087

Thomas G. Kimble           Common       98,000 shares      9.1%
311 S State, #440
SLC, UT 84111

All officers and           Common      150,000 shares      14%
directors as a
group (1 person)
</TABLE>

     The foregoing amounts include all shares these persons are deemed to
beneficially own regardless of the form of ownership.

CHANGES IN CONTROL

     Presently the Company's principal activity has been to investigate
potential acquisitions as referred to in item 1 of this Form 10-KSB.

<PAGE>

     The Company entered into a non-binding letter of intent effective as of
February 10, 2006, wherein it has agreed in principle to acquire another
company. The proposed acquisition is subject to many conditions and no
assurance can be given that the acquisition will be completed. The likelihood
or probability that the acquisition will be completed is presently unknown, but
if completed, it will involve a recapitalization of the Company, a change of
name and a change of control including management and shareholders.

     There is no assurance the Company could become involved with any
business venture, especially any business venture requiring significant
capital. If any suitable potential business acquisition is completed,
it will in all likelihood involve a change in management and shareholder
control of the company. In the event of completion of an acquisition,
it is likely that shareholders of the Company, listed above, will
sell a substantial portion of their shares of the Company's stock at or about
the time of closing the acquisition at prices which may be less than prices
quoted in the OTC market place, if any.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     In connection with the organization of New Paradigm, the initial
shareholders named above contributed $5,000 cash to initially capitalize it in
exchange for 900,000 shares of Common Stock. On January 1, 2000, New Paradigm
commenced an offering in reliance upon Rule 506 of Regulation D, promulgated
by the U.S. Securities & Exchange Commission under the Securities Act of 1933.
100,000 shares of common stock were sold at $.35 per share to about 50
accredited investors, including shareholders named above. The offering closed
in March, 2000, and raised gross proceeds of $35,000. This increased the total
issued and outstanding common stock to 1,000,000 shares.

     New Paradigm has entered and it is contemplated that it may enter into
certain transactions with management which, even though they may involve
conflicts of interest in that they are not arms' length transactions, are
believed to be comparable to what New Paradigm could negotiate in arms' length
transactions.  These transactions include the following:

     New Paradigm presently has no office facilities but uses as its business
address the home address of Ms. St. Clair, until business operations may
require more extensive facilities and New Paradigm has the financial ability
to rent commercial space.  There is presently no formal written agreement for
the use of such facilities, and no assurance that such facilities will be
available to New Paradigm on such a basis for any specific length of time. New
Paradigm paid rent for the use of the home office facilities of Ms. St. Clair,
and reimbursed Ms. St. Clair for any additional out of pocket costs incurred,
until this arrangement was discontinued in June, 2002, when the Company
discontinued use of the home office facilities of Ms. St. Clair.

<PAGE>

     New Paradigm has no formal written employment agreement or other
contracts with its President, but beginning March 17, 2000, agreed  to pay
compensation of $2,000 per month, which was reduced to $1,000 per month or an
amount deemed reasonable for the services rendered, as of June 1, 2001, and
discontinued altogether when operations were discontinued. There is no
assurance that the services and facilities to be provided by Ms. St. Clair
will be available for any specific length of time in the future. It is
anticipated that the present arrangement for compensation will continue for
the foreseeable future.  The terms of any formal written employment agreement
with Ms. St. Clair would be determined if and when such arrangements are
entered into.

     Except as disclosed in this item, in the financial statements or notes
to the financial statements or elsewhere in this report, the Company is not
aware of any indebtedness or other transaction in which the amount involved
exceeds $60,000 between the Company and any officer, director, nominee for
director, or 5% or greater beneficial owner of the Company or an immediate
family member of such person; nor any relationship in which a director or
nominee for director of the Company was also an officer, director, nominee for
director, greater than 10% equity owner, partner, or member of any firm or
other entity which received from or paid the Company, for property or
services, amounts exceeding 5% of the gross annual revenues or total assets of
the Company or such other firm or entity.

ITEM 13.  EXHIBITS.

     All documents previously filed by the Company pursuant to the Securities
Act of 1933 and the Securities Exchange Act of 1934, to the extent applicable
to the period covered by this report, are incorporated herein as exhibits to
this report by reference to the registration statements and other reports
previously filed by the Company to which such documents were filed as
exhibits.

     Exhibit Index - Exhibits not previously filed that are applicable to the
period covered by this report and required by Item 601 of Regulation S-B.

     (31) Certifications required by Rules 13a-14(a) or 15d-14(a).

     (32) Section 1350 Certifications

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(1) AUDIT FEES

The aggregate fees billed for each of the last two fiscal years for
professional services rendered by the principal accountant for the audit of
the Company's annual financial statements and review of financial statements
included in the Company's Form 10-Q (17 CFR 249.308a) or 10-QSB (17 CFR
249.308b) or services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for those
fiscal years was $3,730 for the fiscal year ended December 31, 2004 and $3,840
for the fiscal year ended December 31, 2005.

<PAGE>

(2) AUDIT-RELATED FEES

The aggregate fees billed in each of the last two fiscal years for assurance
and related services by the principal accountant that are reasonably related
to the performance of the audit or review of the Company's financial
statements was $-0- for the fiscal year ended December 31, 2004 and $-0-
for the fiscal year ended December 31, 2005.

(3) TAX FEES

The aggregate fees billed in each of the last two fiscal years for
professional services rendered by the principal accountant for tax compliance,
tax advice, and tax planning was $269 for the fiscal year ended December 31,
2004 and $250 for the fiscal year ended December 31, 2005.

(4) ALL OTHER FEES

The aggregate fees billed in each of the last two fiscal years for products
and services provided by the principal accountant, other than the services
reported above was $-0- for the fiscal year ended December 31, 2004 and $-0-
for the fiscal year ended December 31, 2005.

(5) PRE-APPROVAL POLICIES AND PROCEDURES

Before the accountant is engaged by the issuer to render audit or non-audit
services, the engagement is approved by the company's board of directors
acting as the audit committee.


<PAGE>











                      NEW PARADIGM PRODUCTIONS, INC.
                       [A Development Stage Company]

                           FINANCIAL STATEMENTS

                             DECEMBER 31, 2005























<PAGE>



                      NEW PARADIGM PRODUCTIONS, INC.
                       [A Development Stage Company]




                                 CONTENTS

                                                          PAGE

        -   Report of Independent Registered
             Public Accounting Firm                          1


        -   Balance Sheet, December 31, 2005                 2


        -   Statements of Operations, for the years
             ended December 31, 2005 and 2004
             and from inception on October 1, 1999
             through December 31, 2005                       3


        -   Statement of Stockholders' Equity (Deficit),
             from inception on October 1, 1999
             through December 31, 2005                   4 - 5


        -   Statements of Cash Flows, for the years
             ended December 31, 2005 and 2004
             and from inception on October 1, 1999
             through December 31, 2005                       6


        -   Notes to Financial Statements               7 - 11








<PAGE>











          REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors
NEW PARADIGM PRODUCTIONS, INC.
Salt Lake City, Utah

We   have   audited  the  accompanying  balance  sheet  of  New   Paradigm
Productions,  Inc. [a development stage company] as of December  31,  2005
and  the  related statements of operations, stockholders' equity (deficit)
and  cash flows for the years ended December 31, 2005 and 2004 and for the
period from inception on October 1, 1999 through December 31, 2005.  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 the standards of  the  Public
Company  Accounting  Oversight  Board (United  States).   Those  standards
require that we plan and perform the audits 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  New  Paradigm
Productions,  Inc. [a development stage company] as of December  31,  2005
and  the results of its operations and its cash flows for the years  ended
December 31, 2005 and 2004 and for the period from inception on October 1,
1999  through December 31, 2005, in conformity with accounting  principles
generally accepted in the United States of America.

The  accompanying  financial statements have been  prepared  assuming  the
Company will continue as a going concern.  As discussed in Note 6  to  the
financial  statements, the Company has incurred losses since its inception
and  has  not  yet been successful in establishing profitable  operations.
Further, the Company has current liabilities in excess of current  assets.
These factors raise substantial doubt about the ability of the Company  to
continue  as  a  going concern.  Management's plans in  regards  to  these
matters  are  also described in Note 6.  The financial statements  do  not
include  any  adjustments  that might result from  the  outcome  of  these
uncertainties.





PRITCHETT, SILER & HARDY, P.C.

Salt Lake City, Utah
February 22, 2006






<PAGE>


                      NEW PARADIGM PRODUCTIONS, INC.
                       [A Development Stage Company]

                               BALANCE SHEET


                                  ASSETS

                                                      December 31,
                                                          2005
                                                      ___________
CURRENT ASSETS:
  Cash                                                $         -
                                                      ___________
        Total Current Assets                                    -
                                                      ___________
                                                      $         -
                                                      ___________


              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES:
  Accounts payable                                    $       473
  Advance from shareholder                                      -
Accrued Interest-related party                                  -
                                                      ___________
        Total Current Liabilities                             473
                                                      ___________

STOCKHOLDERS' EQUITY (DEFICIT):
  Preferred stock, $.001 par value,
        1,000,000 shares authorized,
        no shares issued and outstanding                        -
  Common stock, $.001 par value,
   24,000,000 shares authorized,
   1,077,000 shares issued and
   outstanding                                              1,077
  Capital in excess of par value                          136,467
  Deficit accumulated during the
    development stage                                    (138,017)
                                                      ___________
        Total Stockholders' Equity (Deficit)                 (473)
                                                      ___________
                                                      $         -
                                                      ___________









 The accompanying notes are an integral part of this financial statement.

                                     - 2 -


<PAGE>


                      NEW PARADIGM PRODUCTIONS, INC.
                       [A Development Stage Company]

                         STATEMENTS OF OPERATIONS


                                             For the          From Inception
                                            Year Ended         on October 1,
                                           December 31,        1999 Through
                                      ______________________   December 31,
                                         2005        2004          2005
                                      __________  __________  ______________

REVENUE                               $        -  $        -  $            -

EXPENSES:
  General and administrative               7,526       6,835          21,122
                                      __________  __________  ______________

LOSS BEFORE INCOME TAXES                  (7,526)     (6,835)        (21,122)

INTEREST EXPENSE                            (399)       (153)           (552)

CURRENT TAX EXPENSE                            -           -               -

DEFERRED TAX EXPENSE                           -           -               -
                                      __________  __________  ______________

LOSS FROM CONTINUING OPERATIONS           (7,925)     (6,988)        (21,674)
                                      __________  __________  ______________

DISCONTINUED OPERATIONS:
  Loss from operations of discontinued
   self-improvement business (net of
   $0 in income taxes)                         -           -        (116,343)
  Gain (loss) on disposal of
   discontinued operations (net of $0
   in income taxes)                            -           -               -
                                      __________  __________  ______________
LOSS FROM DISCONTINUED OPERATIONS              -           -        (116,343)
                                      __________  __________  ______________

NET LOSS                              $   (7,925) $   (6,988) $     (138,017)
                                      __________  __________  ______________

LOSS PER COMMON SHARE:
  Continuing operations               $     (.01) $     (.01)
  Operations of discontinued
    self-improvement business                  -           -
  Gain (loss) on disposal of
    discontinued operations                    -           -
                                      __________  __________
     Net Loss Per Common Share        $     (.01) $     (.01)
                                      __________  __________




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

                                     - 3 -


<PAGE>


                      NEW PARADIGM PRODUCTIONS, INC.
                       [A Development Stage Company]

                STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

               FROM THE DATE OF INCEPTION ON OCTOBER 1, 1999

                         THROUGH DECEMBER 31, 2005


                                                                  Deficit
                                                                Accumulated
                   Preferred Stock    Common Stock  Capital in  During the
                   _______________ _________________ Excess of  Development
                    Shares  Amount   Shares   Amount Par Value     Stage
                   _______ _______ _________ _______ _________ ______________
BALANCE, October 1,
 1999                    - $     -         - $     - $       - $            -

Issuance of 900,000
 shares of common
 stock for cash at
 $.0056 per share,
 October 1999            -       -   900,000     900     4,100              -

Net loss for the
 period ended
 December 31, 1999       -       -         -       -         -        (2,653)
                   _______ _______ _________ _______ _________ ______________
BALANCE, December
 31, 1999                -       -   900,000     900     4,100        (2,653)

Issuance of 100,000
 shares of common
 stock for cash at
 $.35 per share,
 January and
 February 2000           -       -   100,000     100    34,900              -

Issuance of 77,000
 shares of common
 stock for cash at
 $1.00 per share,
 net of offering
 costs of $12,091,
 November and
 December 2000           -       -    77,000      77    64,832              -

Net loss for the
 year ended
 December 31, 2000       -       -         -       -         -       (55,530)
                   _______ _______ _________ _______ _________ ______________
BALANCE, December
 31, 2000                -       - 1,077,000   1,077   103,832       (58,183)

Net loss for the
 year ended
 December 31, 2001       -       -         -       -         -       (42,020)
                   _______ _______ _________ _______ _________ ______________
BALANCE, December
 31, 2001                -       - 1,077,000   1,077   103,832      (100,203)

Capital
 contribution,
 December 2002           -       -         -       -     1,667              -

Net loss for the
 year ended
 December 31, 2002       -       -         -       -         -       (16,140)
                   _______ _______ _________ _______ _________ ______________
BALANCE, December
 31, 2002                -       - 1,077,000   1,077   105,499      (116,343)






                                [Continued]

                                     - 4 -



<PAGE>


                      NEW PARADIGM PRODUCTIONS, INC.
                       [A Development Stage Company]

                STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

               FROM THE DATE OF INCEPTION ON OCTOBER 1, 1999

                         THROUGH DECEMBER 31, 2005

                                [Continued]


                                                                  Deficit
                                                                Accumulated
                   Preferred Stock    Common Stock  Capital in  During the
                   _______________ _________________ Excess of  Development
                    Shares  Amount   Shares   Amount Par Value     Stage
                   _______ _______ _________ _______ _________ ______________

Net loss for the
 year ended
 December 31, 2003       -       -         -       -         -        (6,761)
                   _______ _______ _________ _______ _________ ______________
BALANCE, December
 31, 2003                -       - 1,077,000   1,077   105,499      (123,104)

Forgiveness of Debt
 and Interest
 December 31, 2004       -       -         -       -    21,037              -

Net loss for the
 year ended
 December 31, 2004       -       -         -       -         -        (6,988)
                   _______ _______ _________ _______ _________ ______________
BALANCE, December
 31, 2004                -       - 1,077,000   1,077   126,536      (130,092)

Forgiveness of Debt
 and Interest
 December 31, 2005       -       -         -       -     9,931              -

Net loss for the
 year ended
 December 31, 2005       -       -         -       -         -        (7,925)
                   _______ _______ _________ _______ _________ ______________
BALANCE, December
  31, 2005               - $     - 1,077,000 $ 1,077 $ 136,467 $    (138,017)
                   _______ _______ _________ _______ _________ ______________
















 The accompanying notes are an integral part of this financial statement.

                                     - 5 -


<PAGE>


                      NEW PARADIGM PRODUCTIONS, INC.
                       [A Development Stage Company]

                         STATEMENTS OF CASH FLOWS

             INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

                                             For the          From Inception
                                            Year Ended         on October 1,
                                           December 31,        1999 Through
                                      ______________________   December 31,
                                         2005        2004          2005
                                      __________  __________  ______________
Cash Flows From Operating Activities:
  Net loss                            $   (7,925) $   (6,988) $     (138,017)
  Adjustments to reconcile net loss
    to net cash used by operating
    activities:
     Depreciation expense                      -           -           1,714
     Impairment loss                           -           -           1,422
     Inventory markdown                        -           -           2,428
     Changes in assets and liabilities:
       (Increase) decrease in inventory        -           -          (2,428)
       Increase (decrease) in accounts
         payable                          (2,006)     (1,724)            473
       Increase in accounts payable
         - related party                       -           -           1,667
       Increase in accrued interest
         - related party                     399         153             552
                                      __________  __________  ______________
          Net Cash (Used) by
            Operating Activities          (9,532)     (8,559)       (132,189)
                                      __________  __________  ______________
Cash Flows From Investing Activities
  Purchase of equipment                        -           -          (3,236)
  Proceeds from sale of equipment              -           -             100
                                      __________  __________  ______________
          Net Cash Provided (Used) by
            Investing Activities               -           -          (3,136)
                                      __________  __________  ______________
Cash Flows From Financing Activities:
  Proceeds from issuance of common
    stock                                      -           -         117,000
  Payments of stock offering costs             -           -         (12,091)
  Proceeds from advances from
    shareholder                            9,532       4,774          27,296
  Proceeds from shareholder loans              -       3,120           3,120
                                      __________  __________  ______________
          Net Cash Provided by
            Financing Activities           9,532       7,894         135,325
                                      __________  __________  ______________
Net Increase (Decrease) in Cash                -        (665)              -

Cash at Beginning of Period                    -         665               -
                                      __________  __________  ______________
Cash at End of Period                 $        -  $        -  $            -
                                      __________  __________  ______________
Supplemental Disclosures of Cash Flow Information:
  Cash paid during the period for:
     Interest                         $        -  $        -  $            -
     Income taxes                     $        -  $        -  $            -

Supplemental Schedule of Noncash Investing and Financing Activities:
  For the year ended December 31, 2005:
     In December 2005, shareholders of the Company forgave advances totaling
     $9,532 and related accrued interest of $399.  Due to the related  party
     nature of the debt, the forgiveness has been accounted for as a capital
     contribution.

  For the year ended December 31, 2004:
     In  December  2004,  shareholders of the Company forgave  advances  and
     loans  totaling $20,884 and related accrued interest of $153.   Due  to
     the  related  party  nature  of  the debt,  the  forgiveness  has  been
     accounted for as a capital contribution.

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

                                     - 6 -


<PAGE>


                      NEW PARADIGM PRODUCTIONS, INC.
                       [A Development Stage Company]

                       NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization  -  New  Paradigm  Productions,  Inc.  (the  "Company")   was
  organized  under the laws of the State of Nevada on October 1, 1999.   The
  Company  planned  to  manufacture  and  sell  products  related  to  self-
  improvement and meditation.  The Company discontinued its self-improvement
  business  effective December 31, 2002 [See Note 2].  The Company  has  not
  yet  generated significant revenues from its planned principle  operations
  and  is considered a development stage company as defined in Statement  of
  Financial  Accounting Standards No. 7.  The Company has,  at  the  present
  time,  not  paid any dividends and any dividends that may be paid  in  the
  future  will  depend upon the financial requirements of  the  Company  and
  other relevant factors.

  Cash  and Cash Equivalents - The Company considers all highly liquid  debt
  investments purchased with a maturity of three months or less to  be  cash
  equivalents.

  Inventory - Inventory is stated at the lower of cost or market.   Cost  is
  determined on a first-in first-out method.

  Property  and  Equipment - Property and equipment are  recorded  at  cost.
  Depreciation  is calculated using the straight-line method  and  is  based
  upon estimated useful lives of the assets.

  Revenue  Recognition - The Company's revenue has come primarily  from  the
  sale of meditation CD's and other related products.  Revenue from sales is
  recognized when the product is shipped.

  Discontinued  Operations - The Company has adopted Statement of  Financial
  Accounting  Standards No. 144, "Accounting for the Impairment or  Disposal
  of  Long-Lived  Assets".  SFAS No. 144 modifies previous  disclosures  and
  requires additional disclosures for discontinued operations and the assets
  associated with discontinued operations [See Note 2].

  Loss  Per  Share  -  The computation of loss per share  is  based  on  the
  weighted  average number of shares outstanding during the period presented
  in  accordance with Statement of Financial Accounting Standards  No.  128,
  "Earnings Per Share" [See Note 7].

  Accounting  Estimates  -  The  preparation  of  financial  statements   in
  conformity  with generally accepted accounting principles  in  the  United
  States  of  America requires management to make estimates and  assumptions
  that   affect  the  reported  amounts  of  assets  and  liabilities,   the
  disclosures  of  contingent assets and liabilities  at  the  date  of  the
  financial  statements,  and the reported amount of revenues  and  expenses
  during  the  reported  period.  Actual results  could  differ  from  those
  estimated.

                                     - 7 -


<PAGE>


                      NEW PARADIGM PRODUCTIONS, INC.
                       [A Development Stage Company]

                       NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

  Recently  Enacted Accounting Standards - Statement of Financial Accounting
  Standards ("SFAS") No. 151, "Inventory Costs - an amendment of ARB No. 43,
  Chapter  4",  SFAS  No.  152,  "Accounting for  Real  Estate  Time-Sharing
  Transactions  - an amendment of FASB Statements No. 66 and 67",  SFAS  No.
  153,  "Exchanges of Nonmonetary Assests - an amendment of APB Opinion  No.
  154,  "Accounting  Changes and Error Corrections - a  replacement  of  APB
  Opinion No. 20 and FASB Statement No. 3", were recently issued.  SFAS  No.
  151, 152, 153, 123 (revised 2004) and 154 have no current applicability to
  the  Company  or their effect on the financial statements would  not  have
  been significant.

  Reclassification - The financial statements for periods prior to  December
  31,   2005  have  been  reclassified  to  conform  to  the  headings   and
  classifications used in the December 31, 2005 financial statements.

NOTE 2 - DISCONTINUED OPERATIONS

  On  December  31,  2002,  the  Company discontinued  its  self-improvement
  business.  The Company has accounted for this disposal in accordance  with
  Statement of Financial Accounting Standards No. 144, "Accounting  for  the
  Impairment or Disposal of Long-Lived Assets".


  The  following is a summary of the results of operations of the  Company's
  discontinued self-improvement business:

                                                            From Inception
                                           Year Ended        on October 1,
                                          December 31,       1999 Through
                                    ______________________   December 31,
                                       2005        2004          2005
                                    __________  __________  ______________
    Revenue                         $        -  $        -  $       10,356
    Cost of goods sold                       -           -          (4,516)
    Selling                                  -           -         (17,241)
    General and administrative               -           -        (103,520)
    Impairment loss                          -           -          (1,422)
                                    __________  __________  ______________
    Net loss                        $        -  $        -  $     (116,343)
                                    __________  __________  ______________


                                     - 8 -



<PAGE>



                      NEW PARADIGM PRODUCTIONS, INC.
                       [A Development Stage Company]

                       NOTES TO FINANCIAL STATEMENTS

NOTE 3 - CAPITAL STOCK

  Preferred Stock - The Company has authorized 1,000,000 shares of preferred
  stock, $.001 par value, with such rights, preferences and designations and
  to  be issued in such series as determined by the Board of Directors.   No
  shares are issued and outstanding at December 31, 2005.

  Common  Stock - In October 1999, in connection with its organization,  the
  Company  issued 900,000 shares of its previously authorized  but  unissued
  common  stock.  Total proceeds from the sale of stock amounted  to  $5,000
  (or $.0056 per share).

  In  January  and February 2000, the Company issued 100,000 shares  of  its
  previously  authorized but unissued common stock in a  private  placement.
  Total  proceeds  from  the sale of stock amounted  to  $35,000  ($.35  per
  share).

  In  November  and December 2000, the Company issued 77,000 shares  of  its
  previously  authorized  but unissued common stock  in  a  public  offering
  registered  on  Form  SB-2  with the Securities and  Exchange  Commission.
  Total  proceeds  from  the sale of stock amounted to  $77,000  ($1.00  per
  share).   Stock  offering costs totaling $12,091 were offset  against  the
  proceeds in capital in excess of par value.

  Capital Contribution - In December 2002, an officer of the Company forgave
  accrued rent of $1,667.  Due to the related party nature of the  debt, the
  forgiveness of debt has been accounted for as a capital contribution.

  During  2004, an officer of the Company forgave notes payable and  accrued
  interest  in  the  amount of $21,037.  In accordance with AICPA  Technical
  Practice  Aids,  Practice  Alert  00-1,  Accounting  for  Certain   Equity
  Transactions,  Extinguishment of Related Party Debt, the  forgiveness  has
  been recorded as capital in excess of par value.

  During  2005,  an  officer  of the Company forgave  advances  and  accrued
  interest  in  the  amount of $9,931.  In accordance with  AICPA  Technical
  Practice  Aids,  Practice  Alert  00-1,  Accounting  for  Certain   Equity
  Transactions,  Extinguishment of Related Party Debt, the  forgiveness  has
  been recorded as capital in excess of par value.


NOTE 4 - INCOME TAXES

  The  Company  accounts for income taxes in accordance  with  Statement  of
  Financial  Accounting  Standards No. 109 "Accounting  for  Income  Taxes".
  SFAS  No.  109  requires  the  Company  to  provide  a  net  deferred  tax
  asset/liability  equal  to  the  expected future  tax  benefit/expense  of
  temporary  reporting differences between book and tax  accounting  methods
  and any available operating loss or tax credit carryforwards.  At December
  31, 2005, the Company has available unused operating loss carryforwards of
  approximately $138,000, which may be applied against future taxable income
  and which expire in various years through 2025.

                                     - 9 -



<PAGE>


                      NEW PARADIGM PRODUCTIONS, INC.
                       [A Development Stage Company]

                       NOTES TO FINANCIAL STATEMENTS

NOTE 4 - INCOME TAXES [Continued]

  The  amount of and ultimate realization of the benefits from the operating
  loss  carryforwards, for income tax purposes is dependent, in  part,  upon
  the  tax  laws  in effect, the future earnings of the Company,  and  other
  future events, the effects of which cannot be determined.  Because of  the
  uncertainty  surrounding  the realization of the loss  carryforwards,  the
  Company  has established a valuation allowance equal to the tax effect  of
  the  loss  carryforwards and, therefore, no deferred tax  asset  has  been
  recognized  for the loss carryforwards.  The net deferred tax  assets  are
  approximately  $47,000  and  $44,300 as of December  31,  2005  and  2004,
  respectively, with an offsetting valuation allowance of the  same  amount,
  resulting  in a change in the valuation allowance of approximately  $2,700
  for the year ended December 31, 2005.

NOTE 5 - RELATED PARTY TRANSACTIONS

  Sale  of  Assets - In March 2003, an officer of the Company purchased  the
  Company's entire inventory and all of the Company's property and equipment
  for a total of $300.

  Advance  from  Shareholder - During the year ended December  31,  2005,  a
  shareholder  of  the  Company has made advances  totaling  $9,532  to  the
  Company.   The  advances bear interest at 10% per annum  and  are  due  on
  demand.   Interest  expense on shareholder advances for  the  year  ending
  December 31, 2005 was $399.  In December 2005, the shareholder forgave the
  advance and accrued interest [See Note 3].

  Management Compensation - On March 17, 2000, the Company entered  into  an
  agreement  with an officer to pay compensation of $2,000  per  month.   On
  June 1, 2001, this compensation agreement was amended to reduce the amount
  of  compensation  down  to $1,000 per month or  an  amount  to  be  deemed
  reasonable for the amount of services provided.  The Company paid  $0  and
  $0  in salary to the officer during the years ended December 31, 2005  and
  2004, respectively.

  Office  Space - On March 16, 2000, the Company agreed to pay rent of  $333
  per  month  to an officer of the Company.  The Company accrued  $2,000  in
  rent  expense for the year ended December 31, 2002.  On December 31, 2002,
  the officer forgave the remaining accrued rent of $1,667 and the agreement
  was  cancelled.   An officer/shareholder of the company  is  allowing  the
  Company  to use their office as a mailing address as needed, at no expense
  to the Company.

                                    - 10 -


<PAGE>


                      NEW PARADIGM PRODUCTIONS, INC.
                       [A Development Stage Company]

                       NOTES TO FINANCIAL STATEMENTS

NOTE 6 - GOING CONCERN

  The  accompanying  financial statements have been prepared  in  conformity
  with  generally  accepted accounting principles in the  United  States  of
  America, which contemplate continuation of the Company as a going concern.
  However, the Company has incurred losses since its inception and  has  not
  yet  been successful in establishing profitable operations.  Further,  the
  Company  has  current  liabilities in excess  of  current  assets.   These
  factors  raise  substantial  doubt about the ability  of  the  Company  to
  continue  as a going concern.  In this regard, management is proposing  to
  raise  any  necessary additional funds not provided by operations  through
  loans  or  through  additional sales of its common  stock.   There  is  no
  assurance  that the Company will be successful in raising this  additional
  capital  or  in achieving profitable operations.  The financial statements
  do not include any adjustments that might result from the outcome of these
  uncertainties.

NOTE 7 - LOSS PER SHARE

  The  following data show the amounts used in computing loss per share  for
  the periods presented:

                                                          For the
                                                        Year Ended
                                                       December 31,
                                                  ______________________
                                                     2005        2004
                                                  __________  __________
    Loss from continuing operations (numerator)   $   (7,925) $   (6,988)
    Loss from discontinued operations (numerator)          -           -
    Gain (loss) on disposal of discontinued
      operations (numerator)                               -           -
                                                  __________  __________
    Loss available to common shareholders
      (numerator)                                 $   (7,925) $   (6,988)
                                                  __________  __________
    Weighted average number of common shares
      outstanding used in loss per share for
      the period (denominator)                     1,077,000   1,077,000
                                                  __________  __________

  Dilutive  loss per share was not presented, as the Company had  no  common
  equivalent  shares  for  all  periods  presented  that  would  effect  the
  computation of diluted loss per share.

NOTE 8 - SUBSEQUENT EVENT

  The  Company entered into a non-binding letter of intent effective  as  of
  February  10, 2006, wherein it has agreed in principle to acquire  another
  company.   The proposed acquisition is subject to many conditions  and  no
  assurance  can  be given that the acquisition will be completed.   If  the
  acquisition is completed it will involve a recapitalization of the Company
  and  a  change  of name and a change of control including  management  and
  shareholders.

                                    - 11 -

<PAGE>
                              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.


NEW PARADIGM PRODUCTIONS, INC.



By:  /s/ Jody St. Clair                            Date:   March  1, 2006
     Jody St. Clair, President and Secretary/Treasurer
     Chief Executive Officer and
     Chief Financial Officer


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.



By:  /s/ Jody St. Clair                            Date:    March  1, 2006
     Jody St. Clair, President and Secretary/Treasurer
     Chief Executive Officer and
     Chief Financial Officer



<PAGE>

Supplemental Information to be Furnished With Reports Filed Pursuant to
Section 15(d) of the Exchange Act by Non Reporting Issuers

No annual report or proxy statement has been sent to security holders.