SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-KSB





(Mark
One)




x
            ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
the fiscal year ended December 31, 2004




o
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
transition period from ___________ to ___________




Commission
File No. 000-32029




CONCEPT
DIGITAL, INC.


(Name of
small business issuer in its charter)




DELAWARE
            22-3698370(State
      or other jurisdiction of
              incorporation
      or organization)
            (IRS
      Employer Identification No.)




298
      Fifth Avenue
              New
      York, NY
            10001(Address
      of principal executive offices)
            (Zip
      Code)




(212)
564-1600


(Registrant’s
telephone number, including area code)




Securities
      registered under Section 12(b) of the Exchange Act:Title
      of each class registered:
            Name
      of each exchange on which registered:None
            NoneSecurities
      registered under Section 12(g) of the Exchange Act:Common
      Stock, par value $.001
              (Title
      of class)




Indicate
by check mark whether the registrant (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 registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes oNo x




Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act. Yes oNo x




Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large
accelerated
filer                                                    o                                           Accelerated
filer                                                      o


Non-accelerated
filer                                                      o                                           Smaller
reporting
company                                    x


(Do not
check if a smaller reporting company)





Revenues
for year ended December 31, 2004: $2,726




Aggregate
market value of the voting common stock held by non-affiliates of the registrant
as of November 6, 2008, was: $0




Number
of shares of the registrant’s common stock outstanding as of November 10, 2008
is: 39,683,381




Transitional
Small Business Disclosure Format:  Yes o    No
x













TABLE OF CONTENTS




PART
      I
            
            1ITEM 1.
            DESCRIPTION OF BUSINESS
            1ITEM 2.
            DESCRIPTION OF PROPERTY
            5ITEM 3.
            LEGAL
      PROCEEDINGS
            5ITEM 4.
            SUBMISSION OF MATTERS TO A
      VOTE OF SECURITY HOLDERS
            5PART
      II
            
            5ITEM 5.
            MARKET FOR COMMON EQUITY AND
      RELATED STOCKHOLDER MATTERS
            5ITEM 6.
            MANAGEMENT’S DISCUSSION OF
      FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS
            6ITEM 7.
            FINANCIAL STATEMENTS AND
      SUPPLEMENTARY DATA
            8ITEM 8.
            CHANGES IN AND DISAGREEMENTS
      WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURES
            9PART
      III
            
            9ITEM 9.
            DIRECTORS AND EXECUTIVE
      OFFICERS OF THE REGISTRANT
            9ITEM 10.
            EXECUTIVE
      COMPENSATION
            10ITEM 11.
            SECURITY OWNERSHIP OF CERTAIN
      BENEFICIAL OWNERS AND MANAGEMENT
            10ITEM 12.
            CERTAIN RELATIONSHIPS AND
      RELATED TRANSACTIONS
            11PART
      IV
            
            11ITEM 13.
            EXHIBITS LIST AND REPORTS ON
      FORM 8-K
            11SIGNATURES
            
            12













PART
I




ITEM
1. DESCRIPTION OF BUSINESS




As of
December 31, 2000, i-AntiqueAuction.com, Inc. (the "Company" or "i-Antique") was
a development stage company which was anticipating the completion of a
specialized online person- to-person trading website dedicated to bringing
together antique sellers and buyers. The website would have resided at
WWW.I-ANTIQUEAUCTION.COM, and will attempt to serve as a centralized auction for
buyers and sellers to meet, negotiate sales, and finally consummate transactions
directly, thereby bypassing the time and expense of
intermediaries.  In addition, i-Antique owns the domain names
"i-AntiqueAuction.com" and "i-AntiqueAuction.net". Anticipated sales would have
been conducted by a traditional rising price auction (the highest bid wins), and
will be hosted by the Company. The Company's goal was to create an integrated
antique site for individuals on both sides of the transaction, and thus would
offer additional value added services through links to its strategic partners.
i-Antique anticipated that it will achieve this goal by growing through
acquisitions of companies and businesses in complimentary industries. In
addition to the auction, anticipated products offered through strategic partners
will include: loan services, insurance, antique appraisal, moving and shipping
companies, interior design specialists, content links for researching antiques
and collectibles, and image hosting services for showing an item on
line.




Our
corporate offices were located at 136 West 32nd Street, New York, NY
10001.  Our corporate offices are currently located at 298 Fifth
Avenue, New York, NY 10001.  Our corporate staff consists of one
person experienced in the online market. The Company's telephone number is (212)
564-1600.




Concurrently
with the share exchange discussed below,, the Company changed its business plan
to become a development stage company whose goal is to become a leading provider
of digital imaging services and changed its name to Concept Digital,
Inc.




In
September 2001, the Company completed a share exchange with PhotoAmerica,
Inc.  a New York corporation ("PAI") where the Company would acquire
all the issued and outstanding shares of capital stock of PAI in exchange solely
for shares of Concept Digital common stock. PAI operates the website
photoamerica.com, which enables digital camera users to upload their photographs
via the Internet to our outsourced developing facility for
processing.




DIGITAL
CAMERAS




Today,
consumers can buy a digital camera with mega-pixel resolution, offering all the
features of top-of-the-line 35mm cameras, such as zoom lenses and manual
controls. Most digital cameras also come equipped with a built in monitor that
allows the photographer to review the picture immediately after taking it. The
most commonly quoted benefit of digital cameras is that it allows the
photographer to immediately determine if he is satisfied with the image. If not,
the image is simply deleted and the picture can be re-shot.  Digital
cameras also allow photographers to transfer their images to a computer and
digitally manipulate and enhance the photo before printing it. This is a far
more desirable alternative than film based cameras, where the photographer can
only determine if a picture is to their liking after it has been developed
(industry surveys show that the average consumer typically only likes four out
of every 36 pictures printed).




COMPUTERS
AND THE INTERNET IN THE PHOTOGRAPHY INDUSTRY




The
continuing evolution of the Internet as an entertainment medium coupled with
rapid advances in technology has had a significant impact on the traditional
chemical film based photo-processing model. Traditionally, photographers finish
a complete roll of film, bring the film to their local photo processor, and then
return for a second visit to retrieve the pictures. The photos are evaluated to
determine the interest in additional prints, at which point the consumer must
place another order and return again to pick up the reprints. Digital
photography, the Internet and advances in printing technology are introducing
attractive alternatives. Photographs can be stored on a PC or uploaded to the
Internet where they can be viewed, edited and reprinted at any time using a
color desk top printer or professional processing techniques.




PRODUCTS
AND SERVICES




THE
WEBSITE




Our
website will be the primary tool through which customers will purchase products
and services and through which we will conduct marketing initiatives for its
Profit Partners. The website is expected to feature related content and
advertising targeted to the Company's customer base, and links to other
appropriate sites. The following is an overview of the site's
features:




CUSTOMER
ACTIVATION




The
website has been planned to be straightforward and minimally intrusive;
customers will review and fully evaluate all services of the site, short of
placing an order, without providing us with any personal
information.  Customers will be able to immediately begin to upload
images upon entering the site.




Specifically,
we have planed to accept customer images in virtually any format compatible with
digital images, including jpegs (.jpg), bitmaps (.bmp), tiffs (.tif),
encapsulated post script (.eps) and more.






-1-






GENERAL
CONTENT




In
addition to serving as the primary interface to customers, our website will
provide a community environment, offering visitors advice regarding digital
photography, cameras and related products.




ARTICLES




Additionally,
it is anticipated that our website will feature articles written to inform
digital camera users on a broad variety of topics such as photography
techniques, industry trends, accessory introductions, and "Ask the
Expert".




BUYING
GUIDE




We plan
to engage a professional writer to prepare a buying guide that will be updated
regularly.  This service can attract potential customers to our
planned website and may also induce digital camera manufacturers and retailers
to advertise on the website.




CUSTOMER
SERVICE




The
regularly updated FAQ section of the site will assist customer with
issues.  Also, the customer service department will be able to be
contacted via email from the website.




WARRANTY
REGISTRATION




Although
many manufacturers enable customers to do so through their own site, the vast
majority of consumer do not register their electronic purchases, either on-line
or by mail.  We may work with manufacturers to offer incentives, such
as a free reprint, to consumers that use the site to register their electronic
purchases. This information can then be shared with the manufacturer for
additional marketing purposes.




DIRECTORY
OF PROFIT PARTNERS




As a part
of our planned Profit Partner program, we plan to feature the names, addresses
and phone numbers of all future merchant partners and companies on the
website.




ADVERTISING
AND RESOURCE LINKS




We plan
to sell advertising to a variety of camera and related equipment manufacturers
in addition to other e-tailers seeking to target its customer base on our
site.




Longer
term, we may provide links to resources for our customers to photography
magazines.




PROCESSING
SYSTEMS




Our
primary activity will be the production of images from digital
feeds.  Customers can upload selected images to our server where they
will be stored in a file database, from which they can be retrieved, modified
and printed as often as desired. Using state-of-the-art equipment, outsourced
technicians will apply the silver-halide chemical process used to process
film-based photographic images.




Digital
processing activities will be outsourced to major digital processor
facilities.  The photo finishing process will begin with the entry of
each order into a customer database, primarily using information provided by the
anticipated customer. Each order will receive a bar-coded identification number
that will enable the tracking of the order throughout the production
process.  Once the files have been uploaded, each image will be
computer analyzed and color-corrected as warranted or instructed, then printed
on photographic paper.  Shipping information will then be printed on
labels and forwarded to the traffic department to await completion of the order.
After a visual quality inspection, the orders will be packaged for delivery.
Orders for which recipients will provide e-mail addresses will be digitized and
delivered through the our Internet Service Provider







-2-






STANDARD
REPRODUCTIONS




Using the
information gathered during customer registration and order placing, we will
provide a selection of printing alternatives.  We plan to offer a
variety of print packages including the following:




o Single
image prints in a variety of sizes from 4" X 6" to 11" X 14" o




Pre-printed
frame templates in hundreds of designer patterns o Package




prints
(e.g. 4 copies of the same image on one sheet) o Multi-image




package
prints (e.g., up to 10 different images on a single sheet) o




Passport
photos o Photo business cards




Pricing
for development will be dependant upon the size and complexity of the
process.




ACCESSORIES
AND NOVELTIES




We plan
to offer an extensive array of accessory products and novelties including frames
and photo-personalized gifts ranging from mugs to T-shirts to greeting
cards.  Pricing for these items will be in the $2.35 to $29.95 range
and will be sold on the website.




ELECTRONIC
GREETING CARDS




We plan
to develop an extensive library of electronic cards, designer frame templates
and email backgrounds that can be applied to a customer's printout. Customers
will be able to choose from an array of designs, including birthdays,
anniversaries, holidays and other standard occasions.  Customers will
also be able to create customized cards with a personalized
greeting.




DISTRIBUTION




It is
anticipated that completed orders will be shipped to the addresses designated by
the customer upon completion of the order. Standard distribution will be United
States Postal Service, First Class, however customers will have the option of
selecting priority or overnight delivery service for an extra cost.




ON-LINE
ADDRESS BOOK




It is
anticipated that customers may provide us with multiple addresses for delivery
of their photographs or other products. For example, a customer might wish to
order multiple copies of a Christmas card to be mailed to list of family and
friends. These names and addresses will then be stored in the customer's file
for future use.




IMAGE
STORAGE AND MANAGEMENT




Current
plans will allow us to offer our customers the ability to store and access their
images (even those that are not printed) on our server at no
charge.




ACCOUNT
MANAGEMENT




Customers
will be offered a database management tool which will enable them to manage all
aspects of the electronic distribution of their library. Using these tools, a
customer will be able to enter addresses, calendar reminders, etc. The site will
also enable the customer to keep track of pending and completed orders with the
Company.




MARKETING
AND ROLL OUT STRATEGY




We are in
the process of developing a rollout strategy. We anticipate that it will enable
us to penetrate the market and overtime, establish a leadership position in the
online processing of digital images. This strategy comprises the following
steps.




O        INTRODUCE
PRODUCTS AND SERVICES TO INDUSTRY PARTICIPANTS




O        ESTABLISH
PROFIT PARTNER DEALER NETWORK




O        IMPLEMENT
AGGRESSIVE SALES AND MARKETING CAMPAIGNS






-3-






INTRODUCE
PRODUCTS AND SERVICES TO INDUSTRY PARTICIPANTS




We
expects to utilize a variety of tools to present the website and services to
potential Profit Partners, however we believe it will have broadest access to
its target audience at industry trade shows.  We anticipate signing up
vendors for the Profit Partner program at these types of shows. Management
believes that trade shows and other industry events provide it with the ideal
environment to feature the product.




ESTABLISH
PROFIT PARTNER DEALER NETWORK




Concept
Digital plans to create an affiliate program designed to attract vendors from
around the country to assist in the marketing of its products and
services.  We anticipate that these retailers and e-tailers, in
exchange for a recurring commission, will hand out or deliver at point of
purchase, a ConceptDigital.com free offer coupon to the digital camera buyer.
The retailer's Profit Partner code will be embedded in the coupon. When the
consumer sets up an account on the site to redeem the free offer coupon, they
will be assigned in the database to the Profit Partner that referred them. From
that point on the Profit Partner will receive a preset commission on any
purchases that consumer makes. We believe that this highly targeted marketing
approach should yield much greater, more cost effective results than an
aggressive advertising campaign.




Profit
Partners are expected to come from the following sectors:




INDEPENDENT
PHOTOGRAPHY SHOPS




There are
more than an estimated 5,000 independent photography shops throughout the
country and they continue to lose market share. This sector is increasingly
faced with competition from three sources; two national photography chains, Ritz
Camera Centers and Wolf Camera; mass merchandisers such as Wal-Mart and K-mart,
as well as Internet vendors. The changing face of the market is forcing
specialty shops to cut their margins or risk losing business.




EQUIPMENT
MANUFACTURERS




We will
seek to establish affiliations with digital camera manufacturers.  Our
site will not sell any merchandise or services other than its own from the site,
however it will provide links to the sites of Profit Partner manufacturers.
Profit Partner manufacturers will feature our website by including the logo on
packaging, coupon inserts with their products or through mention in users'
manuals or newsletters.




RELATED
VENDORS




We will
seek to establish relationships with appropriate related vendors such as event
photographers and frame manufacturers. Through these relationships, we
anticipate vendors will offer the services of our Company as an added value to
their customers. For example, wedding guests will be able to view the
photographer's proofs in order to select and order their own set of photographs;
frame buyers might get a discounted reproduction with the purchase of multiple
frames.




We
anticipate that our Profit Partner program will provide participants with
significant benefits as discussed below:




COMPETITIVE
EDGE




We
anticipate that our program will enable Profit Partners to provide their
customers with a unique and value-added service which will positively
differentiate them from their competitors.




ADDITIONAL
INCOME




It is
anticipated that Profit Partners will be provided with a recurring commission in
exchange for encouraging their customers to visit our website. This program will
provide Profit Partners with a stream of income that would otherwise not be
generated, and at no cost to them. Vendors will receive a fee on any
transactions conducted by a referral throughout the term of their association
with us. We will track all revenues and will forward Profit Partners checks on a
quarterly basis.






-4-






COMPETITION




While
there are few companies that compete directly with us, the Company anticipates
competing indirectly with a variety of sources as described below.




PROCESSING
OF TRADITIONAL FILM TO DIGITAL IMAGES




Kodak
gives consumer the ability to develop non-digital film and receive prints as
well as digital images of the photo via e-mail or on disk for viewing on a
personal computer. Wal-Mart Stores Inc. and Fuji also offer Internet-based photo
centers.




SPECIALTY
RETAIL SHOPS AND MASS MERCHANDISERS




RITZ
CAMERA CENTERS is the United States' largest photo-specialty chain with more
than 1,000 stores in 47 states and the District of Columbia that provide
one-hour photo finishing, digital imaging, and other services.




WOLF
CAMERA operates one-hour photo labs at each of its 750-plus stores. Film
processing and related services make up a third of Wolf Camera's business.
Located in 34 states, its stores sell cameras, camcorders, film and accessories
and feature Kodak do-it-yourself enlargement centers where customers make
digital-quality reprints from photos or computer files. Wolf's also offers
digital imaging services, including alteration, restoration, and transferring
customers' photos to floppy disks.




PICTUREWORKS
(formerly Seattle FilmWorks) markets 35mm film, photo processing, photofinishing
services and products, and a variety of digital photo services, including
"PhotoMail" (digital-photo delivery to the customer via the Internet) and
"Pictures On Disk" (digitized photos on a disk or CD). It markets primarily on a
mail-order basis and through about 40 retail stores in Oregon and Washington.
Pictureworks has recently added digital imaging technology in order to compete
with faster in-store retail processors.




Most mass
merchandisers and drug store chains provide customers with developing services.
Some offer on-site capabilities, others send the work out to independent
processors. However, these services, like Kodak's Picture Maker and Pictureworks
require the consumer bring their film to a remote facility for processing before
they can take advantage of the services.




Employees




As of
December 31, 2004, the Company did not have any employees.




ITEM
2. DESCRIPTION OF PROPERTY




Our
corporate offices were located at 136 West 32nd Street, New York,
NY 10001.  The Company presently shares office space in a
building located at 298 Fifth Avenue, New York, NY 10001, for an indefinite
amount of time at no charge. The Company's telephone number is (212)
564-1600.




ITEM
3. LEGAL PROCEEDINGS




The
Company is not presently parties to any litigation, nor to the Company’s
knowledge and belief is any litigation threatened or contemplated.




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




None.




PART
II




ITEM 5. MARKET FOR COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS




As of
December 31, 2004, there is no public market for our common stock.  As
such, the Company’s common stock is not currently available for
trading.







-5-






Holders




As of
December 31, 2004, in accordance with our transfer agent records, there were 133
shareholders of record of the Company’s common stock.




Dividends




The
Company does not intend to issue dividends. However, should we decide to issue
dividends, any payment of cash dividends in the future will be dependent upon:
the amount of funds legally available therefore; the Company's earnings;
financial condition; capital requirements; and other factors which the Board of
Directors deems relevant.




Recent Sales of Unregistered
Securities




During
the fiscal year ended December 31, 2004, we did not issue any shares of our
common stock.




Stock Options
Grants




As of
December 31, 2004, we have stock options outstanding on 1,880,000 shares of our
common stock.




ITEM
6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS




The
following management’s discussion and analysis provides information which
management believes is relevant to an assessment and understanding of our
results of operations and financial condition.  The discussion should
be read along with our consolidated financial statements and notes thereto.
Concept
Digital Inc. is a development – stage company. Because the Company has generated
minimal revenue, it intends to report its plan of operation
below.




The
following discussion and analysis contains forward-looking statements, which
involve risks and uncertainties.  The Company’s actual results may
differ significantly from the results, expectations and plans discussed in these
forward-looking statements.




The
accompanying consolidated financial statements have been on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business.  As reflected in the
consolidated financial statements, losses from June 15, 1999 (date of inception)
through December 31, 2004 aggregated ($1,958,102) raise substantial doubt about
the Company’s ability to continue as a going concern.  The Company’s
cash flow requirements during this period have been met by contributions of
capital and debt financing, primarily from related parties.  The
Company anticipates that financing will be required until such time that the
Company has been able to develop its own business or find an appropriate merger
candidate.  Currently, the Company cannot determine when either will
occur and as such the Company will need to obtain financing to cover its costs
for the foreseeable future.  No assurance can be given that these
sources of financing will continue to be available.  If the Company is
unable to generate profits, or unable to obtain additional funds for its working
capital needs, it may have to cease operations.




CRITICAL
ACCOUNTING POLICIES




Our
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States, which require our
management to make estimates that affect the amounts of revenues, expenses,
assets and liabilities reported. The following are critical accounting policies
which are important to the portrayal of our financial condition and results of
operations and which require some of management’s most difficult, subjective and
complex judgments. The accounting for these matters involves the making of
estimates based on current facts, circumstances and assumptions which could
change in a manner that would materially affect management’s future estimates
with respect to such matters. Accordingly, future reported financial conditions
and results could differ materially from financial conditions and results
reported based on management’s current estimates.




Revenue
recognition:




Revenue
from processing images is recognized upon delivery of the images.  The
Company recognizes revenue from warranties over the term of the
warranty.






-6-





Income
taxes:




The
Company utilizes Statement of Financial Standards (“SFAS”) No. 109, “Accounting
for Income Taxes”, which requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that have been
included in financial statements or tax returns.  Under this method,
deferred income taxes are recognized for the tax consequences in future years of
differences between the tax basis of assets and liabilities and their financial
reporting amounts at each period based on enacted tax laws and statutory tax
rates applicable to the period in which the differences are expected to affect
taxable income.  Valuation allowances are established when necessary
to reduce deferred tax assets to the amount expected to be
realized.  The accompanying consolidated financial statements have no
provision for deferred assets or liabilities.




YEARS
ENDED DECEMBER 31, 2004 AND 2003




Revenues
during the year ended December 31, 2004 totaled $2,726 as compared to $83,434
for the year ended December 31, 2003. There were no warranty sales during the
year ended December 31, 2004. The revenues for the year ended December 31,
2003 are primarily related to the recognition of revenues for the warranties
sold during the year for which the manufacturers warranty
expired.
  Development
stage losses during the year ended December 31, 2004 were ($49,694) compared to
($13,721) for the year ended December 31, 2003.
  Expenses
during the year ended December 31, 2004 the Company incurred were various
professional fees such as accounting ($21,750), legal services ($750),
management fees ($9,000), general office expenses ($4,299), interest
expense ($13,221) and transfer agent fees ($1,650).
  Expenses
during the year ended December 31, 2003 the Company incurred were various
professional fees such as accounting ($40,000), bad debt ($22,394), legal
services ($459), management fees ($9,000),  general office
expenses ($9,390), interest expense ($12,954) and transfer agent fees
($970).
  PERIOD
FROM JANUARY 1, 2004 (COMMENCEMENT OF DEVELOPMENT STAGE) THROUGH DECEMBER 31,
2004
 
 Our
cumulative net losses since the inception are attributable to the fact that we
have derived little revenue from operations to offset our business development
expenses.
 
 Losses
from operations since commencement of development stage have amounted to
($49,694) primarily consisting of accounting fees ($21,750), office expenses
($4,299), transfer agent fees ($1,650), management fees ($9,000) and interest
expense ($13,221).


Liquidity and Capital
Resources




Despite
capital contributions and both related party and third party loan commitments,
the Company from time to time experienced, and continues to experience, cash
flow shortages that have slowed the Company’s growth.




The
Company has primarily financed its activities from issuance of common stock of
the Company and from loans from related and third parties.  A
significant portion of the funds raised from the loans has been used to cover
working capital needs.




In June
1999, the Company issued 22,000,000 common shares to the founder, in
consideration for management services valued at $0.10.  Joseph Douek
is deemed to be a founder and affiliate of the Company.




In
November 1999 and December 1999, the Company entered into a private offering of
securities pursuant to Regulation D, Rule 504, promulgated by the Securities Act
of 1933.  Common stock was offered to accredited and non-accredited
investors for cash consideration of $.10 per share.  8,350,260 shares
were issued to several unaffiliated investors and the Company received net
proceeds totaling approximately $786,000.  That offering is now
closed.




In
November 1999, the Company issued 1,600,000 common shares in exchange for
equipment valued at $113,000 to Douek Holdings Ltd., a company controlled by the
Company’s majority shareholder.







-7-






In
December 1999, The Company issued 350,000 common shares for services performed
valued at $35,000.




In
February 2000, the Company entered into a private offering of securities
pursuant to Regulation D, Rule 504, promulgated by the Securities Act of
1933.  Common stock was offered to accredited and non-accredited
investors for cash consideration of $.10 per share.  200,000 shares
were issued to several unaffiliated investors and the Company received net
proceeds totaling approximately $20,000.  That offering is now
closed.




In May
2000, the Company entered into a private offering of securities pursuant to
Regulation D, Rule 504, promulgated by the Securities Act of
1933.  Common stock was offered to accredited and non-accredited
investors for cash consideration of $.12 per share.  850,000 shares
were issued to several unaffiliated investors and the Company received net
proceeds totaling approximately $102,000.  That offering is now
closed.




In
December 2000, The Company issued 505,000 common shares for compensation of
services valued at $51,000.




In
December 2000, 200,000 options were exercised at $.10 per share with the Company
receiving $20,000 in proceeds.




In March
2001, the Company exchanged 800,143 common shares for monies loaned by an
affiliate of CDI and the Company recognized an extra ordinary loss of
$71,000.




In June
2001, the Company issued 195,000 common shares in exchange of an advance by
unaffiliated individual and the company recognized an extraordinary loss of
$17,000.




In June
2001, the Company granted, as compensation for services, stock options to
purchase 300,000 shares of the Company’s common stock at an exercise price of
$.12 per share.




In
September 2001, a company controlled by the Company’s majority stockholder,
exchanged for 1,500,000 shares of the Company’s common stock (valued at
$180,000) agreed to fund substantially all current sales, marketing and
administrative expenses for one year.  This was being amortized
through September 30, 2002 and the unamortized balance was included as a
component of the capital deficiency.




On
September 26, 2001, Photo America, Inc. merged with Concept Digital, Inc.
(“CDI”) a publicly traded development stage enterprise that had 3,032,978 shares
of common stock outstanding prior to the merger.  Pursuant to the
merger agreement, the Company acquired all of the outstanding common stock of
Photo America, Inc. in exchange for 36,650,403 shares of CDI common
stock.  The merger has been accounted for as a recapitalization by
Photo America, Inc.  The equity accounts of PAI have been restated to
give effect to the CDI shares issued by the PAI shareholder.




In
September 2001, 100,000 common shares were issued in exchange for services
rendered valued at $12,000.




In
September 2001, the Company granted, as compensation for services, stock options
to purchase 300,000 shares of the Company’s common stock at an exercise price of
$.12 per share.




The
Company’s cash flow requirements during this period have been met by
contributions of capital and debt financing.  The Company anticipates
that financing will be required until such time that the Company has been able
to develop its own business or find an appropriate merger
candidate.  Currently, the Company can not determine when either will
occur and as such the Company will need to obtain financing to cover its costs
for the foreseeable future.  No assurance can be given that these
sources of financing will continue to be available.  If the Company is
unable to generate profits, or unable to obtain additional funds for its working
capital needs, it may have to cease operations.




ITEM
7. FINANCIAL STATEMENTS




The
financial statements of the Company, together with the report of auditors, are
included in this report after the signature pages.







-8-




CONCEPT
DIGITAL, INC. AND SUBSIDIARY
 (A
DEVELOPMENT STAGE COMPANY)
 
 CONSOLIDATED
FINANCIAL STATEMENTS
 AS OF
DECEMBER 31, 2004 AND FOR THE YEARS ENDED
 DECEMBER
31, 2004 AND 2003 AND FOR THE PERIOD
 JANUARY
1, 2004 (COMMENCEMENT OF DEVELOPMENT
 STAGE)
THROUGH DECEMBER 31, 2004
   
   CONCEPT
DIGITAL, INC. AND SUBSIDIARY
 (A
DEVELOPMENT STAGE COMPANY)
 
 TABLE OF
CONTENTS
  Page(s)REPORT OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
              1CONSOLIDATED
      FINANCIAL STATEMENTS
                AS
      OF DECEMBER 31, 2004 AND FOR THE YEARS ENDED
                DECEMBER
      31, 2004 AND 2003 AND FOR THE PERIOD
                JANUARY
      1, 2004 (COMMENCEMENT OF DEVELOPMENT
                STAGE)
      THROUGH DECEMBER 31, 2004Consolidated balance
      sheet
              2Consolidated
      statements of operations
              3Consolidated
      statements of stockholders’ deficit
              4Consolidated
      statements of cash flows
              5-6Note to consolidated
      financial statements
              7-17
 
 
 
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the
Stockholders and
 Board of
Directors
 Concept
Digital, Inc and Subsidiary
  We have
audited the accompanying consolidated balance sheet of Concept Digital, Inc. and
Subsidiary (a development stage company) as of December 31, 2004 and the related
consolidated statements of operations, change in stockholders’ deficit and cash
flows for the years ended December 31, 2004 and 2003 and for the period January
1, 2004 (commencement of development stage) to December 31,
2004.  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 the audits provide a reasonable basis for
our opinion.
 
 In our
opinion, the financial statement referred to above present fairly, in all
material respects, the consolidated financial position of Concept Digital, Inc.
and Subsidiary as of December 31, 2004, and the consolidated results of their
operations and their consolidated cash flows for the years ended December 31,
2004 and 2003 and for the period January 1, 2004 (commencement of development
stage) to December 31, 2004 in conformity with accounting principles generally
accepted in the United States of America.
 
 The
accompanying consolidated financial statements have been prepared assuming the
Company will continue as a going concern.  As discussed in Note 1 to
the financial statements, the Company is a development stage
company.  The realization of a major portion of its assets is
dependent upon its ability to meet its future financing requirements, and the
success of future operations.  These factors raise substantial doubt
about the Company’s ability to continue as a going concern. Management’s plans
concerning these matters are also described in Note 1. The consolidated
financial statements do not include any adjustments that might result from this
uncertainty.
  Seligson
and Giannattasio, LLP
 White
Plains, NY
 November
15, 2006
   1
   CONCEPT
DIGITAL, INC. AND SUBSIDIARY
 (A
Development Stage Company)
 
 Consolidated
Balance Sheet
 
 December
      31,2004ASSETSCURRENT
      ASSETS:Cash
              
              $
              1,135Accounts receivable related
      party
              
              
              10,000Prepaid expenses
              
              
              2,449Total current
    assets
              
              
              13,584Trade name, net of accumulated
      amortization of$25,000
              
              
              0TOTAL ASSETS
              
              $
              13,584LIABILITIES
      AND STOCKHOLDERS’ DEFICITCURRENT
      LIABILITIES:Accounts payable and accrued
      expenses
              
              $
              137,802Accounts payable – related
      party
              
              
              214,903Convertible note payable –
      related party, in default
              
              
              16,953Note payable - related
      party
              
              
              110,000Total current
      liabilities
              
              
              479,658STOCKHOLDERS’
      DEFICIT:Common stock, par value $.0001
      per shares;50,000,000 shares authorized;
      39,683,381shares issued and
      outstanding
              
              
              3,968Additional paid-in
      capital
              
              
              1,488,060Deficit accumulated during the
      development stage
              
              
              (1,958,102
              )Total stockholders’
      deficit
              
              
              (466,074
              )TOTAL LIABILITIES
    ANDSTOCKHOLDERS’
      DEFICIT
              
              $
              13,584
  The
accompanying notes are an integral part of these consolidated financial
statements.






2




CONCEPT
DIGITAL, INC. AND SUBSIDIARY
 (A
Development Stage Company)
 Consolidated
Statements of Operations
  For
      the PeriodJanuary
      1, 2004(commencement
      ofYears
      Ended
              
              
              development
                stage)
      toDecember 31,
              
              
              December 31,2004
              
              
              2003
              
              
              2004Development
      stage revenues
              
              $
              2,726
              
              
              $
              83,434
              
              
              $
              2,726Cost
      of services
              
              
              1,169
              
              
              
              1,249
              
              
              
              1,1691,557
              
              
              
              82,185
              
              
              
              1,557Development
      stage expensesAccounting
              
              
              21,750
              
              
              
              40,000
              
              
              
              21,750Bad debt
              
              
              0
              
              
              
              22,394
              
              
              
              0Legal
              
              
              750
              
              
              
              459
              
              
              
              750Management fee
              
              
              9,000
              
              
              
              9,000
              
              
              
              9,000Office
              
              
              4,299
              
              
              
              9,390
              
              
              
              4,299Transfer agent
    fee
              
              
              1,650
              
              
              
              970
              
              
              
              1,650TOTAL
      DEVELOPMENT STAGE EXPENSES
              
              
              37,449
              
              
              
              82,213
              
              
              
              37,449Loss
      from operations
              
              
              (35,892
              )
              
              
              (28
              )
              
              
              (35,892
              )Corporate
      taxes
              
              
              (581
              )
              
              
              (739
              )
              
              
              (581
              )Interest
      expense
              
              
              (13,221
              )
              
              
              (12,954
              )
              
              
              (13,221
              )NET
      LOSS
              
              $
              (49,694
              )
              
              $
              (13,721
              )
              
              $
              (49,694
              )NET
      LOSS PER COMMON SHAREBasic and
    diluted
              
              $
              (0.001
              )
              
              $
              (0.0003
              )Weighted-average
      number of commonshares
    outstanding
              
              
              39,683,381
              
              
              
              39,683,381
  The
accompanying notes are an integral part of these consolidated financial
statements.
   3




CONCEPT
DIGITAL, INC. AND SUBSIDIARY
 (A
Development Stage Company)
 
 Consolidated
Statements of Stockholder’s Deficit
 
 DeficitAccumulatedAdditional
              
              
              
              
              
              During
      theCommon Stock
              
              
              Paid-in
              
              
              Accumulated
              
              
              DevelopmentShares
              
              
              Amount
              
              
              Capital
              
              
              Deficit
              
              
              Stage
              
              
              TotalBalance,
      January 1, 2003
              
              
              39,683,381
              
              
              $
              3,968
              
              
              $
              1,503,730
              
              
              $
              (1,894,687
              )
              
              $
              0
              
              
              $
              (386,989
              )Net
      loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (13,721
              )
              
              
              
              
              
              
              (13,721
              )Forgiveness
      of debt to related party
              
              
              
              
              
              
              
              
              
              
              (15,670
              )
              
              
              
              
              
              
              
              
              
              
              (15,670
              )Balance,
      December 31, 2003
              
              
              39,683,381
              
              
              
              3,968
              
              
              
              1,488,060
              
              
              
              (1,908,408
              )
              
              
              0
              
              
              
              (416,380
              )Net
      loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (49,694
              )
              
              
              (49,694
              )Balance,
      December 31, 2004
              
              
              39,683,381
              
              
              $
              3,968
              
              
              $
              1,488,060
              
              
              $
              (1,908,408
              )
              
              $
              (49,694
              )
              
              $
              (466,074
              )
 The
accompanying notes are an integral part of these consolidated financial
statements.
   4
 CONCEPT
DIGITAL, INC. AND SUBSIDIARY
 (A
Development Stage Company)
 
 Consolidated
Statements of Cash Flows
 For
      the PeriodJanuary
      1, 2004(commencement
      ofYears
      Ended
              
              
              development
      stage) toDecember 31,
              
              
              December
      31,2004
              
              
              2003
              
              
              2004OPERATING
      ACTIVITIES:Net loss
              
              $
              (49,694
              )
              
              $
              (13,721
              )
              
              $
              (49,694
              )Adjustments to reconcile net loss
      to net cash(used in) provided by
      operating activities:Forgiveness of debt – related
      party
              
              
              0
              
              
              
              (15,670
              )
              
              
              0Changes in assets and
      liabilities:Decrease in accounts
      receivable
              
              
              0
              
              
              
              19,713
              
              
              
              0Decrease in
      accountsreceivable – related
      parties
              
              
              4,028
              
              
              
              9,609
              
              
              
              4,028Decrease in prepaid
      expenses
              
              
              100
              
              
              
              355
              
              
              
              100Decrease in deferred
      revenue
              
              
              0
              
              
              
              (206,534
              )
              
              
              0Increase in accounts
      payable
              
              
              35,623
              
              
              
              28,839
              
              
              
              35,623Increase in accounts payable
      -related parties
              
              
              9,000
              
              
              
              195,133
              
              
              
              9,000Net cash (used in) provided
      byoperating
    activities
              
              
              (943
              )
              
              
              17,724
              
              
              
              (943
              )FINANCING
      ACTIVITIES:Payments on loans payable –
      related party
              
              
              (1,220
              )
              
              
              (20,000
              )
              
              
              (1,220
              )Proceeds from notes payable –
      related party
              
              
              2,770
              
              
              
              220
              
              
              
              2,770Net cash provided by (used
      in)financing
      activities
              
              
              1,550
              
              
              
              (19,780
              )
              
              
              1,550Increase
      (decrease) in cash
              
              
              607
              
              
              
              (2,056
              )
              
              
              607Cash
      at beginning of period
              
              
              528
              
              
              
              2,584
              
              
              
              528Cash
      at end of period
              
              $
              1,135
              
              
              $
              528
              
              
              $
              1,135
 The
accompanying notes are an integral part of these consolidated financial
statements.
  5
   CONCEPT
DIGITAL, INC. AND SUBSIDIARY
 (A
Development Stage Company)
 
 Consolidated
Statements of Cash Flows
  SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION:
  For
      the PeriodJanuary
      1, 2004(commencement
      ofYears
      Ended
              
              
              development
      stage) toDecember 31,
              
              
              December
      31,2004
              
              
              2003
              
              
              2004Supplemental
      cash flow information:Interest paid
              
              $
              0
              
              
              $
              0
              
              
              $
              0Income taxes paid
              
              $
              126
              
              
              $
              303
              
              
              $
              126
 The
accompanying notes are an integral part of these consolidated financial
statements.
 6
 
 CONCEPT
DIGITAL, INC. AND SUBSIDIARY
 (a
development stage enterprise)
 
 Notes
to Consolidated Financial Statements
  NOTE
1 - DEVELOPMENT STAGE OPERATIONS AND GOING CONCERN MATTERS
 
 The
Company’s activities have been devoted to developing a business plan, and
raising capital for future operations and administrative
functions.  The ability of the Company to achieve its business
objectives is contingent upon it success in raising additional capital until
adequate revenues are realized from operations.
 
 The
accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business.  As reflected in the
consolidated financial statements, net losses from inception through December
31, 2004 aggregated ($1,958,102).  The Company’s cash flow
requirements during this period have been met by contributions of capital and
debt financing primarily from related parties.  The Company
anticipates that financing will be required until such time that the Company has
been able to develop its own business or find an appropriate merger
candidate.  Currently, the Company can not determine when either will
occur and as such the Company will need to obtain financing to cover its costs
for the foreseeable future.  No assurance can be given that these
sources of financing will continue to be available.  If the Company is
unable to generate profits, or unable to obtain additional funds for its working
capital needs, it may have to cease operations.  These factors raise
substantial doubt about the Company’s ability to continue as a going
concern.
 
 The
consolidated financial statements do not include any adjustments relating to the
recoverability and classification of assets or liabilities that might be
necessary should the company be unable to continue as a going
concern.
  NOTE
2 - ORGANIZATION
 
 Concept
Digital, Inc. (the “Company”) was incorporated on June 15, 1999, under the laws
of the State of Delaware.  Through its wholly owned subsidiary, Photo
America, Inc. (“PAI”) is a development stage enterprise engaged in the marketing
and issuing warranties primarily for digital cameras.  Previously, PAI
was developing an Internet facility for processing digital images.
   7
   CONCEPT
DIGITAL, INC. AND SUBSIDIARY
 (a
development stage enterprise)
 
 Notes
to Consolidated Financial Statements
 NOTE
2 – ORGANIZATION (continued)
 
 On
September 26, 2001, Photo America, Inc. merged with Concept Digital, Inc.
(“CDI”) a publicly traded development stage enterprise that had 3,032,978 shares
of common stock outstanding prior to the merger.  Pursuant to the
merger agreement, the Company acquired all of the outstanding common stock of
Photo America, Inc. in exchange for 36,650,403 shares of CDI common
stock.  The merger was accounted for as a recapitalization by Photo
America, Inc.  No goodwill was recorded in connection with the
transaction.  Effective January 1, 2004, the Company ceased selling
warrantees and transferred the servicing of the existing contracts to a related
party and as a result, became an entity in the development stage.
  NOTE
3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Basis
of Presentation:
 
 The
accompanying consolidated financial statements have been prepared in accordance
with generally accepted accounting principles.  In the opinion of
management, all adjustments consisting of normal recurring accruals considered
necessary in order to prepare the financial statements have been
included.  Results for the interim periods are not necessarily
indicative of the results that may be expected for the year.
 
 Principles
of Consolidation:
 
 The
consolidated financial statements include the accounts of Concept Digital, Inc.
and its subsidiary Photo America, Inc.  All significant intercompany
balances and transactions have been eliminated in consolidation.
 
 Use
of Estimates:
 
 The
presentation of consolidated financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities as of the date of the
consolidated financial statements and reporting period.  Accordingly,
actual results could differ from those estimates.
 
 Cash
and Cash Equivalents:
 
 For
purposes of reporting cash flows, the company considers all highly liquid
investments purchased with an original maturity of three months or less to be
cash equivalents.
   8
   CONCEPT
DIGITAL, INC. AND SUBSIDIARY
 (a
development stage enterprise)
 
 Notes
to Consolidated Financial Statements
 
 NOTE
3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 Carrying
Value:
 
 The
Company reviews the carrying values of its long-lived and identifiable
intangible assets for possible impairment.  Whenever events or changes
in circumstances indicates that the carrying amount of assets may not be
recoverable, the Company will reduce the carrying value of the assets and charge
operations in the period the impairment occurs.
 
 Website
development costs:
 
 The
Company accounts for its website development costs in a manner consistent with
the Emerging Issues Task Force Issue 00-2, “Accounting for Website Development
Costs” and American Institute of Certified Public Accountants Statement of
Position 98-1, “Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use”.  Accordingly, costs related to the
development of internal use software other than those incurred during the
application development stage are expensed as incurred.  Costs
incurred during the application development stage are required to be capitalized
and amortized over the estimated useful life of the software.
 
 Trade
names:
 
 Purchased
trade names are recorded at cost less accumulated amortization and are included
in other assets.  Trade names are being amortized over 2 years from
the initial date of use.  Accumulated amortization as of December 31,
2004 aggregated $25,000.
 
 Revenue
recognition:
 
 Revenue
from processing images is recognized upon delivery of the images.  The
Company recognizes revenue from warranties over the term of the
warranty.
 
 Advertising:
 
 The
Company’s policy for reporting advertising expenditures is to expense them as
they are incurred.  For the years ended December 31, 2004 and 2003,
the Company did not incur any advertising expenditures.
   9
   CONCEPT
DIGITAL, INC. AND SUBSIDIARY
 (a
development stage enterprise)
 
 Notes
to Consolidated Financial Statements
 
 NOTE
3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
  Income
taxes
 
 The
Company utilizes Statement of Financial Standards (“SFAS”) No. 109, “Accounting
for Income Taxes”, which requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that have been
included in financial statements or tax returns.  Under this method,
deferred income taxes are recognized for the tax consequences in future years of
differences between the tax basis of assets and liabilities and their financial
reporting amounts at each period based on enacted tax laws and statutory tax
rates applicable to the period in which the differences are expected to affect
taxable income.  Valuation allowances are established when necessary
to reduce deferred tax assets to the amount expected to be
realized.  The accompanying consolidated financial statements have no
provision for deferred assets or liabilities.
 
 Stock-based
compensation:
 
 Even
though the intrinsic method is being used, the Company is still accounting for
the stock options in accordance with FAS 123. Stock based compensation is
recognized using the intrinsic value method prescribed in Accounting Principles
Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and
related interpretations.  Accordingly, compensation expense for stock
options is measured as the excess, if any, of the fair value of the Company’s
stock at the date of the grant over the amount an employee must pay to acquire
the stock and is amortized over the vesting period.  The Company has
adopted the disclosure provisions of SFAS No. 123, Accounting for Stock-Based
Compensation, which requires the company to disclose the pro forma effects on
earnings and earnings per share as if SFAS No. 123 had been
adopted.
   10
   CONCEPT
DIGITAL, INC. AND SUBSIDIARY
 (a
development stage enterprise)
 
 Notes
to Consolidated Financial Statements
 
 NOTE
3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 Net
Loss Per Share:
 
 The
Company reports net income (loss) per share pursuant to SFAS No. 128 “Earnings
Per Share”, Basic loss per share is computed by dividing the loss available to
common shareholders by the weighted-average number of common shares
outstanding.  Diluted loss per share is computed in a manner similar
to the basic loss per share, except that the weighted-average number of shares
outstanding is increased to include all common shares, including those with the
potential to be issued by virtue of warrants, options, convertible debt and
other such convertible instruments.  Diluted earnings per share
contemplates a complete conversion to common shares of all convertible
instruments only if they are dilutive in nature with regards to earnings per
share.  Since the Company has incurred net losses for all periods
basis loss per share and diluted loss per share are the same.
 
 Fair
Value of Financial Instruments:
 
 SFAS No.
107 “Disclosure about Fair Value of Financial Instruments” requires the
disclosure of the fair value of financial instruments.The Company has a number
of financial instruments, none of which is held for trading
purposes.  The carrying value of cash, accounts receivable, accounts
payable and accrued expenses approximate their fair value because of the
short-term nature of these financial instruments. Considerable judgment is
necessarily required in interpreting market data to develop the estimates of
fair value, and accordingly, the estimates are not necessarily indicative of the
amounts that the Company could realize in a current market
exchange.
 
 Recently
Issued Accounting Pronouncements:
  In
February 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standard (“SFAS”) No. 155, “Accounting for
Certain Hybrid Financial Instruments—an amendment of SFAS Statements No. 133 and
140” (“SFAS No. 155”).  SFAS No. 155 amends SFAS Statements No. 133,
Accounting for Derivative Instruments and Hedging Activities, and No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities. SFAS No. 155 resolves issues addressed in SFAS No. 133
Implementation Issue No. D1, “Application of Statement 133 to Beneficial
Interests in Securitized Financial Assets.”
  SFAS No.
155:
  a.
              Permits
      fair value remeasurement for any hybrid financial instrument that contains
      an embedded derivative that otherwise would require
      bifurcation
  b.
              Clarifies
      which interest-only strips and principal-only strips are not subject to
      the  requirements of SFAS No.
133
   11
   CONCEPT
DIGITAL, INC. AND SUBSIDIARY
 (a
development stage enterprise)
 
 Notes
to Consolidated Financial Statements
  NOTE
3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
  Recently
issued accounting pronouncements (continued)
  c.
              Establishes
      a requirement to evaluate interests in securitized financial assets to
      identify interests that are freestanding derivatives or that are hybrid
      financial instruments that contain an embedded derivative requiring
      bifurcation
  d.
              Clarifies
      that concentrations of credit risk in the form of subordination are not
      embedded derivatives
  e.
              Amends
      SFAS No. 140 to eliminate the prohibition on a qualifying special-purpose
      entity from holding a derivative financial instrument that pertains to a
      beneficial interest other than another derivative financial
      instrument.
  SFAS No.
155 is effective for all financial instruments acquired or issued after the
beginning of an entity’s first fiscal year that begins after September 15, 2006.
The fair value election provided for in paragraph 4(c) of SFAS No. 155 may also
be applied upon adoption of SFAS No. 155 for hybrid financial instruments that
had been bifurcated under paragraph 12 of SFAS No. 133 prior to the adoption of
SFAS No. 155. Earlier adoption is permitted as of the beginning of an entity’s
fiscal year, provided the entity has not yet issued financial statements,
including financial statements for any interim period for that fiscal year.
Provisions of SFAS No. 155 may be applied to instruments that an entity holds at
the date of adoption on an instrument-by-instrument basis.
  At
adoption, any difference between the total carrying amount of the individual
components of the existing bifurcated hybrid financial instrument and the fair
value of the combined hybrid financial instrument should be recognized as a
cumulative-effect adjustment to beginning retained earnings. The
cumulative-effect adjustment should be disclosed gross (that is, aggregating
gain positions separate from loss positions) determined on an
instrument-by-instrument basis. Prior periods should not be
restated.  The Company does not believe there will be any effect on
the financial statements upon adopting SFAS No. 155.
  In March
2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial
Assets—an amendment of SFAS  No. 140” (SFAS No. 156”).  SFAS
No. 156 amends SFAS No. 140, Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities, with respect to the accounting for
separately recognized servicing assets and servicing
liabilities.  SFAS No. 156 is effective for years beginning after
September 15, 2006.  The Company does not believe SFAS No. 156 will
have a material effect on the Company’s financial statements.
   12
   CONCEPT
DIGITAL, INC. AND SUBSIDIARY
 (a
development stage enterprise)
 
 Notes
to Consolidated Financial Statements
 
 NOTE
3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
  Recently
issued accounting pronouncements (continued)
  In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (SFAS
No. 157”).   SFAS No. 157 defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements. SFAS No. 157
applies under other accounting pronouncements that require or permit fair value
measurements, the Board having previously concluded in those accounting
pronouncements that fair value is the relevant measurement attribute.
Accordingly, this Statement does not require any new fair value measurements.
However, for some entities, the application of this Statement will change
current practice.
  SFAS No.
157 is effective for financial statements issued for fiscal years beginning
after November 15, 2007, and interim periods within those fiscal years. Earlier
application is encouraged, provided that the reporting entity has not yet issued
financial statements for that fiscal year, including financial statements for an
interim period within that fiscal year.  The Company is currently
reviewing the potential effect of this statement on its financial
statements.
  In
September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans—an amendment of SFAS Statements
No. 87, 88, 106, and 132R” (“SFAS No. 158”).  This Statement improves
financial reporting by requiring an employer to recognize the overfunded or
underfunded status of a defined benefit postretirement plan (other than a
multiemployer plan) as an asset or liability in its statement of financial
position and to recognize changes in that funded status in the year in which the
changes occur through comprehensive income of a business entity or changes in
unrestricted net assets of a not-for-profit organization. This Statement also
improves financial reporting by requiring an employer to measure the funded
status of a plan as of the date of its year-end statement of financial position,
with limited exceptions.
  An
employer with publicly traded equity securities is required to initially
recognize the funded status of a defined benefit postretirement plan and to
provide the required disclosures as of the end of the fiscal year ending after
December 15, 2006.  The Company does not believe SFAS No. 158 will
have any material effect on its financial statements.
   13
  CONCEPT
DIGITAL, INC. AND SUBSIDIARY
 (a
development stage enterprise)
 
 Notes
to Consolidated Financial Statements
 
 NOTE
4 - RELATED PARTY TRANSACTIONS
 
 During
2003, the Company sold digital camera warranties to a company controlled by the
Company’s majority stockholder.  As of December 31, 2004, accounts
receivable – related party represents amounts due from the sale of warranties to
these companies.
 
 NOTE
5 – NOTES PAYABLE – RELATED PARTIES
 
 The
convertible note payable of $16,953 which bears interest at 6% per annum is due
to Atlas Equity Group, Inc. (“Atlas”), an entity related to the Company through
common ownership.  The note matured in May 2002 and is convertible to
730,468 shares of common stock at the discretion of Atlas.  At
December 31, 2004 the entire balance of the note was outstanding. As a result of
the note not being paid at the due date, the note is in default.
 
 Note
payable to related party is due to 529 Empire Realty, an affiliated company of
the majority stockholder, which bears interest at 9.46% and is due on
demand.  Principal and accrued interest at December 31, 2004 totaled
$110,000 and $24,656, respectively. The note matures during 2005.
 
 NOTE
6 – INCOME TAXES
 
 No
provisions for income taxes have been made because the Company has sustained
cumulative losses since the commencement of operations on June 15,
1999.  At December 31, 2004, the Company had a net operating loss
carryforward (“NOL”) of ($352,094) available to reduce future taxable income and
expense through 2024.
 
 In
accordance with SFAS No. 109 the Company has computed the components of deferred
income taxes as follows:
 
 December
      31,
                2004Deferred
      tax assets
              
              $
              159,420Valuation
      allowance
              
              
              (159,420
              )Deferred
      tax assets, net
              
              $
              -
 
 At
December 31, 2004, a full valuation allowance has been provided as realization
of the deferred tax benefit is not considered likely.
   14
   CONCEPT
DIGITAL, INC. AND SUBSIDIARY
 (a
development stage enterprise)
 
 Notes
to Consolidated Financial Statements
 NOTE
6 – INCOME TAXES, continued
 
 The
effective tax rate varies from the U.S. Federal statutory tax rates for the
period ended December 31, 2004 and 2003 principally due to the
following:
  2004
              
              
              
              2003U.S. statutory
      rate
              
              
              34.0%
              
              
              
              34.0%State and local
      taxes
              
              
              8.0
              
              
              
              8.0Valuation
      allowance
              
              
              (42.0)
              
              
              
              (42.0)00.0%
              
              
              
              00.0%
  NOTE
7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
 
 Accounts
payable and accrued expenses at December 31, 2004 consisted of the
following:
 
 December
      31,
                2004Accounts
      payable
              
              $
              8,310Accrued
      professional fees
              
              
              100,000Accrued
      income taxes
              
              
              1,094Accrued
      interest
              
              
              28,398Total
      accounts payable and accrued expenses
              
              $
              137,802
  NOTE
8 – STOCK OPTIONS AND WARRANTS
 
 Stock
Options
 
 During
the year ended December 31, 1999, the board of directors authorized the issuance
of employee stock options to purchase 1,200,000 shares of common
stock.  The options, which vested immediately, have an exercise price
of $0.10 per share.
 
 In
January 2000, the Company’s board of directors authorized an employee stock
option plan under which 1,200,000 shares of common stock were reserved for
issuance upon exercise of either incentive or non-incentive stock options, which
may be granted from time to time by the Board of Directors to
employees.  The Board of Directors determines the option price (not to
be less than estimated fair value for incentive options), vesting period and
expiration date (not to exceed 10 years) at the date of the grant.
   15
   CONCEPT
DIGITAL, INC. AND SUBSIDIARY
 (a
development stage enterprise)
 
 Notes
to Consolidated Financial Statements
 
 NOTE
8 – STOCK OPTIONS AND WARRANTS (continued)
 
 The
Company applies APB 25 in accounting for its stock option plan and, accordingly,
recognizes compensation expense for the difference between the intrinsic value
of the underlying common stock and the exercise price of the option at the date
of grant.  Had compensation cost for the Company’s stock option plan
been determined based upon the fair value of the option at the grant date for
awards under the plan consistent with the methodology prescribed under SFAS No.
123, the Company’s pro forma loss and pro form loss per share for 2004 and 2003
would have been approximately ($49,694) and ($13,721) and ($0.001) and ($0.0003)
per share, respectively.
 
 The
following summarizes stock option transactions
 
 2004
              
              
              2003Shares
              
              
              Weighted
                Average
                Exercise
                Price
              
              
              Shares
              
              
              Weighted
                Average
                Exercise
                PriceOutstanding
      options at the beginningof year
              
              
              1,880,000
              
              
              $
              0.11
              
              
              
              1,880,000
              
              
              $
              0.11Options
      granted
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0Outstanding
      options at end of year
              
              
              1,880,000
              
              
              $
              0.11
              
              
              
              1,880,000
              
              
              $
              0.11
 
 The
following table summarizes information about the plan’s options outstanding at
December 31, 2004:
 
 Options
      Outstanding
              Options
      ExercisableRange
      of
                Exercise
                Prices
              Number
                Outstanding
              Weighted
                Average
                Remaining
                Contractual
                Life
                (In
      Years)
              Weighted
                Average
                Exercise
                Price
              Number
                Exercisable
              Weighted
                Average
                Exercise
                Price$0.10-$0.12
              1,880,000
              5.4
              $0.11
              1,880,000
              $0.11
 16
   CONCEPT
DIGITAL, INC. AND SUBSIDIARY
 (a
development stage enterprise)
 
 Notes
to Consolidated Financial Statements
 
 NOTE
8 – STOCK OPTIONS AND WARRANTS (continued)
 
 On
September 2, 2002, the Company’s the Board of Directors held a meeting and voted
to terminate the stock option plan. The termination of the stock option plan did
not affect options issued previously.
 
 Warrant
and Non-Employee Options
 
 In
connection with a private placement in 2000, the Company granted warrants to
purchase 100,000 shares of the Company’s common stock at an exercise price of
$0.10 per share expiring in 2010.
 
 In 2000,
the Company issued warrants to purchase 750,000 shares with an exercise price of
$.10 per share expiring in 2010 to a consultant and granted, to various
consultants, options under the stock option plan to purchase 135,000 shares of
common stock with an exercise price of $.12 per share and expiring from 2005 to
2010.  These warrants and options were valued using the Black-Scholes
options pricing model with the following assumptions: dividend yield 0%,
volatility 0%, expected life ranging from 5 to 10 years, risk free interest
rates ranging from 5.8% to 6.3%.  The changes to operations aggregated
$41,000.
 
 In 2001,
the Company issued options to purchase 600,000 shares with an exercise price of
$.10 per share expiring in 2011 to a consultant and a director.  These
options were valued using the Black-Scholes option pricing model with the
following assumptions: dividend yield 0%, volatility 0% (since the options were
granted prior to the reverse acquisition of CDI), expected life 10 years, risk
free interest rates ranging from 4.7% to 5.35%.  The charge to
operations aggregated $28,000.
 
 As of
December 31, 2004, 2,730,000 shares were reserved of common stock for other
stock options and warrants outstanding.




17






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




The
Company's independent auditor for the fiscal year ended on December 31, 2001 was
Eisner LLP.  The Company’s current independent auditor is Seligson and
Giannattasio, LLP of White Plains, New York. The Company changed auditors for
the fiscal year ended on December 31, 2002 as a cost effective
move.  The Company does not presently intend to change independent
auditors. At no time have there been any disagreements with such independent
auditors regarding any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure.




PART
III




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




The
directors and officers of the Company and its subsidiaries, as of November 13,
2008, are set forth below. The directors hold office for their respective term
and until their successors are duly elected and qualified. Vacancies in the
existing Board are filled by a majority vote of the remaining directors. The
officers serve at the will of the Board of Directors.




NAME
            AGE
            WITH
      COMPANY SINCE
            DIRECTOR/POSITIONJoseph
      Douek
            33
            2001
            Chairman,
      Chief Executive Officer and Chief Financial OfficerRichard
      Darrow
            53
            2001
            Director




JOSEPH DOUEK, 33. CHAIRMAN OF THE BOARD OF DIRECTORS,
CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL
OFFICER




Mr.
Joseph Douek was born, raised and currently resides in Brooklyn,
NY.  He is the Chief Executive Officer and owner of Willoughby’s since
1994.  Established in 1898, Willoughby’s is NYC’s oldest photographic
retailer.  Mr. Douek’s responsibilities include overseeing the day to
day activities of Willoughby’s and its long term strategic
planning.




In
December 2001, Mr. Douek was appointed by The Honorable Mayor Rudolph Giuliani
as Brooklyn’s representative to the NYC Economic Development Corporation Board
of Directors.  Since 2001 Mr. Douek has continued to serve as an EDC
Board Member and has been reappointed by NYC Mayor, The Honorable Michael
Bloomberg.




In
addition to serving as an appointed official in the capacity of a NYC Economic
Development Corporation Board Member, in February 2002 Mr. Douek was appointed
by The Honorable Mayor Mike Bloomberg to serve as the Brooklyn representative to
the NYC Industrial Development Agency Board of Directors Mr. Douek continues to
serve as an IDA Board Member and has initiated efforts to promote economic
development in Brooklyn and all the five Boroughs of NYC.




RICHARD
DARROW, 53.DIRECTOR.




All
officers and directors listed above will remain in office until the next annual
meeting of our stockholders, and until their successors have been duly elected
and qualified. There are no agreements with respect to the election of
Directors. We have not compensated our Directors for service on our Board of
Directors, any committee thereof, or reimbursed for expenses incurred for
attendance at meetings of our Board of Directors and/or any committee of our
Board of Directors. Officers are appointed annually by our Board of Directors
and each Executive Officer serves at the discretion of our Board of
Directors.  We do not have any standing committees. Our Board of
Directors may in the future determine to pay Directors' fees and reimburse
Directors for expenses related to their activities.




None of
our Officers and/or Directors have filed any bankruptcy petition, been convicted
of or been the subject of any criminal proceedings or the subject of any order,
judgment or decree involving the violation of any state or federal securities
laws within the past five (5) years.




CERTAIN
LEGAL PROCEEDINGS




No
director, nominee for director, or executive officer of the Company has appeared
as a party in any legal proceeding material to an evaluation of his ability or
integrity during the past five years.







-9-






Compliance with Section
16(a) of the Exchange Act




Section
16(a) of the Securities Exchange Act of 1934 requires the Company's officers and
directors, and persons who own more than 10 percent of a registered class of the
Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (SEC). Officers,
directors, and greater than 10 percent stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.




To
the Company's knowledge, based solely on a review of the copies of such reports
furnished to the Company, all reports under Section 16(a) required to be filed
by its officers and directors and greater than ten percent beneficial owners
were not filed as of the date of this filing.




Code of
Ethics




We have
not adopted a Code of Ethics.




ITEM
10. EXECUTIVE COMPENSATION




The
following information relates to compensation received by the Chief Executive
Officer of the Company in fiscal years ended December 31, 2004 and December 31,
2003 for the executive officers who were serving as of fiscal years ended
December 31, 2004 and December 31, 2003, whose salary and bonus during fiscal
years ended December 31, 2004 and December 31, 2003 exceeded $100,000. In 2004,
no officer received compensation in excess of $100,000.




Summary
Compensation Table




NAME
      AND PRINCIPAL POSITION
            YEAR
            SALARY
                ($)
            BONUS
                ($)
            RESTRICTED
                STOCK
      AWARD
                ($)
            TOTAL
                ($)Joseph
      Douek,
              Chief
      Executive Officer
            2004
            0
            0
            0
            0Joseph
      Douek,
              Chief
      Executive Officer
            2003
            0
            0
            0
            0




Employment
Agreements




No
officer or director has been granted an employment contract or been provided a
future benefit to be received upon separation from service with the
Company.




ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT




The
following table sets forth as of December 31, 2004 information with respect to
the beneficial ownership of the Company's Common Stock by (i) each person known
by the Company to own beneficially 5% or more of such stock, (ii) each Director
of the Company who owns any Common Stock, and (iii) all Directors and Officers
as a group, together with their percentage of beneficial holdings of the
outstanding shares.




Security
Ownership of Beneficial Owners (1):




TITLE
      OF CLASS
            NAME
      & ADDRESS
            AMOUNT
            PERCENT
      (2)Common
      Stock
            Joseph
      Douek
              Chief
      Executive Officer
            18,616,120
            46.91%Common
      Stock
            Richard
      Darrow
              Director
            100,000
            0.25%All
      directors and executive officers as a group (2 persons)
            
            19,616,120
            47.163%




(1)      The
persons named in this table have sole voting and investment power with respect
to all shares of common stock reflected as beneficially owned by
each.




(2)      For
purposes of this table only, this percentage is based on 39,683,381 shares
outstanding as of December 31, 2004.






-10-






ITEM
12. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.




During
2003, the Company sold digital camera warranties to a company controlled by the
Company’s majority stockholder.  As of December 31, 2004, accounts
receivable – related party represents amounts due from the sale of warranties to
these companies.




PART
IV




ITEM
13. EXHIBITS AND REPORTS ON FORM 8-K




(a)   The
following documents are filed as part of this report:




1.   Financial
statements; see index to financial statement and schedules under Item 7
herein.




2.   Financial
statement schedules; see index to financial statements and schedules under Item
7 herein.




3.  Exhibits:




The
following exhibits are filed with this Form 10-KSB and are identified by the
numbers indicated: see index to exhibits immediately following financial
statements and schedules of this report.




3(i)      Certificate
of Incorporation, as amended (1)




3.2       Bylaws,
as amended (1)




31.1
            Certification
      of Certifying Officer Pursuant To 18 U.S.C. Section 1350, As Adopted
      Pursuant To Section 302 Of The Sarbanes-Oxley Act Of
  2002




32.1
            Certification
      of Certifying Officer Pursuant To 18 U.S.C. Section 1350, As Adopted
      Pursuant To Section 906 Of The Sarbanes-Oxley Act Of
  2002




(1)
Incorporated by reference to the Registrant's Form 10-SB, filed on November 29
(SEC File No. 000-32029).




(b)  Reports
on Form 8-K




We did
not file any reports on Form 8-K for the year ended December 31,
2004.







-11-






SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, there unto duly authorized.




CONCEPT
      DIGITAL, INC.Dated:
            December
      9, 2008
            By:
      /s/
      Joseph DouekChief
      Executive Officer,
              Principal
      Financial Officer,
              Principal
      Accounting Officer






Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.




Dated:
            December
      9, 2008
            By:
      /s/
      Joseph DouekChief
      Executive Officer,
              Principal
      Financial Officer,
              Principal
      Accounting Officer and Director







Dated:
            December
      9, 2008
            By:/s/ Richard
      DarrowDirector