|UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549www.sec.gov
|--------------------------------------------------------------------------------



|FORM 10-QSB
|-----------

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

Amended Quarterly Report for the Quarterly Period Ended

June
30, 2004



|Commission File Number:
000-50411
|---------------------------------



CARTOONACQUISITION,
INC.



|(Exact Name of Registrant asSpecified in its Charter)
|-----------------------------------------------------

Delaware
    
    20-0269287(State of Incorporation)
    
    (I.R.S. Employer Identification Number)




|Suite 90014 Franklin StreetRochester, New York 14604(Address of Principal Executive Offices)
      ( 585 ) 495-6907(Registrant's Telephone Number, including Area
      Code)
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Check whether the issuer: (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days Yes
(2)X No ( 1)X

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports
required to be filed by Section12, 13 or15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes___ No
___



|APPLICABLE ONLY TO CORPORATE
  ISSUERS
|--------------------------------------

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date: Common Stock, par
value $ 0.0001 per share, 1 Share

Transitional Small Business Disclosure Format (Check one): Yes No
X

---

APPLICABLE DISCLOSURES AND DISCLAIMERS.

This Report is an Amended Quarterly Report for the Quarterly Period
Ended June 30, 2004 and filed with the U. S. Securities and Exchange Commission
(the "Commission") on Form 10-QSB/A (this "Report") and contains summaries of
the material terms of prospective plans of operation and the unaudited financial
condition of the Registrant, which the Registrant believes to be accurate. Such
summaries are qualified in their entirety by reference to any such documents.
The Registrant has stated all of the material facts necessary for the Commission
and the public to make an informed decision pertinent to the matters subject and
to the disclosures herein by amendment made.

NOTICE OF EVENTS TO BE REPORTED AND TIME FOR FILING OF
REPORT.

This Report contains information on the Registrant as of the date
and for the period ended on the cover hereof, as amended.

MATERIALS INCORPORATED BY REFERENCE.

Prior to the filing of this Report by the Registrant, the
Registrant filed certain information with the Commission under the cover of Form
10-QSB, for the quarterly period ended June 30, 2004 (which was filed on October
24, 2005), the information in which is the subject of this Report, as amended.
The Registrant incorporates all of the information contained in said Form 10-QSB
herein by reference thereto.



|FURTHER UNDERTAKINGS.
|---------------------

The
Registrant, for the events that occurred during the period described herein,
further agrees (a) to timely file an amendment or amendments that reflect a
change or changes in the facts or events that, individually or collectively,
represent a fundamental change in the information contained in this Report on
Form 10-QSB/A for the period in question, and (b) to include any other
information that may be pertinent to the events described in this Report and
obtained by the Registrant on a date beyond the date of this Report.

2

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|PART I  FINANCIAL
INFORMATION
|------------------------------

Certain statements contained in this Amended Quarterly Report for
the Quarterly Period Ended June 30, 2004 on Form 10-QSB/A (the "Report"),
including, without limitation, statements containing the words "anticipates",
"expects", "hopeful", and words of similar import, constitute "forward-looking"
statements. The Registrant cautions readers to not place undue reliance on these
forward-looking statements. The Registrant's actual results could differ
materially from those statements from those anticipated in these forward-looking
statements for many reasons, including certain risks associated with the
Registrant, its securities, and its prospective or future business purpose or
plan of operations, and that are described or set forth in this Report, and in
other documents the Registrant files with the Securities and Exchange Commission
(the "Commission"), which includes this Report, and all amendments
hereof.



|Item 1. Financial
Statements.
|-----------------------------

The
accompanying unaudited financial statements have been prepared in accordance
with the instructions on Form 10-QSB (applicable to non-asset-backed, small
business issuers), and, therefore, do not include all of the information and
footnotes that may be necessary for a complete presentation and evaluation of
the Registrant's financial position, results of operations, cash flows and
stockholders' deficit, in conformity with generally accepted accounting
principles. In the opinion of the Registrant's senior executive management, all
adjustments considered necessary for a fair presentation of the results of
operation and financial position of the Registrant have been included and all
such adjustments are of a normal recurring nature. The operating results for the
three months ended June 30, 2004 are not necessarily indicative of the results
that can be expected for the year ending December 31, 2004.



|CARTOON
      ACQUISITION, INC.(A
      Development Stage Company)Index to
      Financial Statements
|-----------------------------------------------------------------------------------------------------

PageFinancial
      Statements:Balance Sheets as
      of June 30, 2004(unaudited) and
      December 31, 2003
    
    F-2Statements of
      Operations for the threeand six months
      ended June 30, 2004and for the
      period September 25, 2003(date of
      inception) to June 30, 2004(unaudited)
    
    F-3Statements of
      Cash Flows for the sixmonths ended June
      30, 2004 andfor the period
      September 25, 2003(date of
      inception) to June 30, 2004(unaudited)
    
    F-4Notes to
      Financial Statements
    
    F-5


3

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CARTOON ACQUISITION, INC.(A Development Stage Company)Balance SheetsJune 30,
    
    
    
    December 31,2004
    
    
    
    2003(Unaudited)AssetsCurrent
      assets:Cash and cash
      equivalents
    
    $
    
    -
    
    $
    
    -Prepaid
      expense
    
    
    
    185
    
    
    
    -Total current
      assets
    
    
    
    185
    
    
    
    -Other
      assets
    
    
    
    -
    
    
    
    -Total
      assets
    
    $
    
    185
    
    $
    
    -Liabilities and Stockholders'
      Equity(Deficiency)Current
      liabilities:Accounts payable
      and accrued expenses
    
    $
    
    25
    
    $
    
    60Total current
      liabilities
    
    
    
    25
    
    
    
    60Other
      liabilities
    
    
    
    -
    
    
    
    -Total
      liabilities
    
    
    
    25
    
    
    
    60Stockholders'
      equity (deficiency):Preferred stock,
      $.0001 par value; 20,000,000sharesauthorized, 0
      shares issued and outstanding
    
    
    
    -
    
    
    
    -Common stock,
      $.0001 par value; 100,000,000sharesauthorized,
      issued and outstanding 200,001and 1 shares,
      respectively
    
    
    
    20
    
    
    
    -Additional
      paid-in capital
    
    
    
    399
    
    
    
    124


4

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Deficit
      accumulated during the developmentstage
    
    
    
    (259)
    
    
    
    (184)Total
      stockholders' equity (deficiency)
    
    
    
    160
    
    
    
    (60)Total liabilities
      and stockholders' equity(deficiency)
    
    $
    
    185
    
    $
    
    -See Notes to
      Financial Statements.


5

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CARTOON ACQUISITION, INC.(A Development Stage Company)Statements of Operations(Unaudited)CumulativeDuring theSix
    
    
    
    ThreeMonths
    
    
    
    Months
    
    
    
    DevelopmentEnded
    
    
    
    Ended
    
    
    
    StageJune 30,
    
    
    
    June 30,
    
    
    
    (September 25, 20032004
    
    
    
    2004
    
    
    
    to June 30, 2004)Revenues
    
    $
    
    -
    
    $
    
    -
    
    $
    
    -Expenses:General and
      administrative
    
    
    
    75
    
    
    
    60
    
    
    
    259Total
      expenses
    
    
    
    75
    
    
    
    60
    
    
    
    259Net
      loss
    
    $
    
    (75)
    
    $
    
    (60)
    
    $
    
    (259)Net loss per
      share, basic and diluted
    
    $
    
    (0.00)
    
    $
    
    (0.00)Weighted average
      number of commonshares
      outstanding, basic and diluted
    
    
    
    50,001
    
    
    
    100,000See Notes to
      Financial Statements.


6

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CARTOON ACQUISITION, INC.(A Development Stage Company)Statements of Cash Flows(Unaudited)SixMonths
    
    
    
    Cumulative DuringEnded
    
    
    
    the Development StageJune 30,
    
    
    
    (September 25, 2003 to2004
    
    
    
    June 30, 2004)Cash flows from
      operating activities:Net
      loss
    
    $
    
    (75)
    
    $
    
    (259)Services rendered
      for common stock
    
    
    
    20
    
    
    
    144Changes in
      operating assets and liabilities:Prepaid
      expense
    
    
    
    (185)
    
    
    
    (185)Accounts payable
      and accrued expenses
    
    
    
    (35)
    
    
    
    25Net cash provided
      by (used in) operating activities
    
    
    
    (275)
    
    
    
    (275)Cash flows from
      investing activities
    
    
    
    -
    
    
    
    -Cash flows from
      financing activities:Company
      expenditure paid byCompany
      attorney
    
    
    
    275
    
    
    
    275Net cash provided
      by (used in)financing
      activities
    
    
    
    275
    
    
    
    275Net increase
      (decrease) in cash
    
    
    
    -
    
    
    
    -Cash and cash
      equivalents, beginning of period
    
    
    
    -
    
    
    
    -Cash and cash
      equivalents, end of period
    
    $
    
    -
    
    $
    
    -Supplemental
      disclosures of cash flow information:Interest
      paid
    
    $
    
    -
    
    $
    
    -Income taxes
      paid
    
    $
    
    -
    
    $
    
    -See Notes to
      Financial Statements.


7

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CARTOON
ACQUISITION, INC.

(A Development
Stage Company)

Notes to Financial
Statements

For the Three and
Six Months Ended June 30, 2004 and For the Period September 25, 2003 (Inception)
to June 30, 2004 (Unaudited)

NOTE 1  INTERIM
FINANCIAL STATEMENTS

The unaudited financial
statements as of June 30, 2004 and for the three and six months ended June 30,
2004 and for the period September 25, 2003 (inception) to June 30, 2004 have
been prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and with instructions to Form
10-QSB. In the opinion of management, the unaudited financial statements have
been prepared on the same basis as the annual financial statements and reflect
all adjustments, which include only normal recurring adjustments, necessary to
present fairly the financial position as of June 30, 2004 and the results of
operations and cash flows for the three month and six month periods ended June
30, 2004. The financial data and other information disclosed in these notes to
the interim financial statements related to these periods are unaudited. The
results for the three month and six month period ended June 30, 2004 are not
necessarily indicative of the results to be expected for any subsequent quarter
of the entire year ending December 31, 2004. The balance sheet at December 31,
2003 has been derived from the audited financial statements at that
date.

Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States
have been condensed or omitted pursuant to the Securities and Exchange
Commissions rules and regulations. These unaudited financial statements should
be read in conjunction with our audited financial statements and notes thereto
for the period September 25, 2003 (inception) to December 31, 2003 as included
in our report on Form 10-KSB.



|NOTE 2 
      ORGANIZATION
|---------------------------

Cartoon Acquisition,
Inc. (the Company) was incorporated in the State of Delaware on September 25,
2003. The Company has no products or services; the Company is seeking a business
to merge with or acquire.

On May 4, 2004, the
Company effected a reverse stock split of 1 share for each 1,240,000 shares
held, thereby decreasing the number of issued and outstanding common shares from
1,240,000 to

1. All references to
shares and per share amounts in the accompanying financial statements have been
presented to retroactively reflect this reverse split.



|NOTE 3 
      BASIS OF PRESENTATION
|------------------------------------

The Company has been
presented as a development stage enterprise in accordance with Statement of
Financial Accounting Standards (SFAS) No.7, Accounting and Reporting by
Development Stage Enterprises. Since inception, the Companys activities have
been limited to

8

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organizational efforts
and filing a Registration Statement on Form 10-SB with the Securities and
Exchange Commission (SEC).

At June 30, 2004, the
Company had working capital and stockholders equity of $160. For the period
September 25, 2003 (inception) to June 30, 2004, the Company incurred net losses
of $259. Further, the Company failed to timely file periodic reports with the
SEC subsequent to its filing of its Registration Statement on Form 10-SB on
October 3, 2003. These factors create uncertainty as to the Companys ability to
continue as a going concern. The Company is making efforts to acquire a business
with assets and operations. However, there is no assurance that the Company will
be successful in accomplishing this objective. The financial statements do not
include any adjustments that might be necessary should the Company be unable to
continue as a going concern.



|NOTE 4 
      STOCKHOLDERS EQUITY
|-----------------------------------

In September 2003, the
Company issued 1 share of its common stock to its sole officer and director for
services valued at $124.

In March 2004, the
Companys attorney paid a $275 expenditure on behalf of the Company. The Company
has reflected this expenditure as an increase in additional paid-in
capital.

On May 14, 2004, the
Companys sole stockholder, officer and director resigned as officer and
director and the Companys attorney was elected sole officer and director. Also,
on May 14, 2004, the Companys new sole officer and director acquired 200,000
shares of common stock from the Company for services valued at $20.



|NOTE 5 
      INCOME TAXES
|---------------------------

No provision for income
taxes has been recorded since the Company has incurred net losses since
inception.

|At June 30, 2004,
      deferred tax assets consist of: |  |   |  |     
|------------------------------------------------------- |  | - |  | ----
|Net operating
      loss carryforward                   |  | $ |  | 88  
|Less valuation
      allowance                          |  |   |  | (88)
|Net                                                     |  | $ |  | -   

Based on managements
present assessment, the Company has not yet determined it to be more likely than
not that a deferred tax asset of $88 attributable to the future utilization of
the $259 net operating loss carryforward as of June 30, 2004 will be realized.
Accordingly, the Company has provided a 100% allowance against the deferred tax
asset in the financial statements at June 30, 2004. The Company will continue to
review this valuation allowance and make adjustments as appropriate.

9

---

The net operating loss
carryforward expires in years 2023 and 2024 in the amounts of $184 and $75,
respectively.

Current tax laws limit
the amount of loss available to be offset against future taxable income when a
substantial change in ownership occurs. Therefore, the amount available to
offset future taxable income may be limited.



|NOTE 6 
      SUBSEQUENT EVENTS
|--------------------------------

On January 25, 2005,
the Companys sole officer and director resigned as officer and director and
sold 185,000 of the 200,000 shares of Company common stock owned by him to an
unrelated third party for a promissory note in the amount of $100,000. This
promissory note does not bear interest, is due on or before August 24, 2005, and
is secured by the 185,000 shares of Company common stock.

10

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Item
2. Managements Discussion and Analysis or Plan of Operations.

Some of the statements made in Part I, Item 2 of this Report may be
deemed to be "forward-looking" statements, as that term is defined in Section
27A of the Securities Act of 1933 (15 U.S.C. 77z-2) and in Section 21E of the
Securities Exchange Act of 1934 (15 U.S.C. 78u-5), which are referred to as
"statutory safe harbor" provisions. Forward-looking statements are not
historical facts; rather, forward-looking statements are based upon the opinions
and estimates of the Company's management at the time such statements are made.
Every forward-looking statement is subject to inherent risks and uncertainties
that could cause the actual results to differ materially from the plans,
projections, or expectations expressed or implied by such statement at the time
the statement was made. The Company cautions the public not to place undue
influence on these forward-looking statements, which speak only as of the date
they were made and may not have been updated in further filings, schedules, or
reports required to be filed with the Commission, or with any other body
government.

Certain statements contained in this section of this Report may
infer an impression of optimism about the Company's beliefs and expectations,
expressed through words such as "expects", "anticipates", "intends", "plans",
"believes", "seeks", "estimates", "contemplates", "prospective", "attempt",
"proposed", and similar expressions or terms identify forward looking
statements.

The
Company was formed to identify and effect a business combination with a
qualified entity. A combination will normally take the form of a merger,
stock-for-stock exchange, or stock-for-assets exchange (the "business
combination"). Historically, in most instances the target company will wish to
structure the business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue Code of
1986, as amended. No assurances can be given that the Company will be successful
in locating or negotiating with any target business.

The
Company has not restricted its search for any specific kind of businesses, and
it may acquire a business which is in its preliminary or development stage,
which is already in operation, or in essentially any stage of its business life.
It is impossible to predict the status of any business in which the Company may
become engaged, in that such business may need to seek additional capital, may
desire to have its shares publicly traded, or may seek other perceived
advantages which the Company may offer.

In
implementing a structure for a particular business acquisition, the Company may
become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity.

It
is anticipated that any securities issued in any such business combination would
be issued in reliance upon exemption from registration under applicable Federal
and state securities laws. In some circumstances, however, as a negotiated
element of its transaction, the Company may agree to register all or a part of
such securities as part of the business combination or at specified times
thereafter.

Negotiations with a target company will likely focus on the
percentage of the Company which the target company shareholders would acquire in
exchange for their shareholdings. Although the terms of such agreements cannot
be predicted, generally such agreements will require certain representations and
warranties of the parties thereto, will specify certain events of default, will
detail the terms of closing and the conditions which must be satisfied by the
parties prior to and after such closing and will include miscellaneous other
terms. Any merger or acquisition effected by the Company can be expected to have
a significant dilutive effect on the percentage of shares held by the Company's
shareholders at such time. Moreover, any acquisition by a qualified business
combination, or otherwise, would require the Company to enter into one or more
material agreements, and, more likely that not, would impose significant
fiscal

11

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and
performance obligations on the Company, all of which would be required to be
reported by the Company to the Commission.



|Item 3. Controls and
Procedures.
|--------------------------------

Some of the statements made in Part I, Item 3 of this Report may be
deemed to be "forward-looking" statements, as that term is defined in Section
27A of the Securities Act of 1933 (15 U.S.C. 77z-2) and in Section 21E of the
Securities Exchange Act of 1934 (15 U.S.C. 78u-5), which are referred to as
"statutory safe harbor" provisions. Forward-looking statements are not
historical facts; rather, forward-looking statements are based upon the opinions
and estimates of the Company's management at the time such statements are made.
Every forward-looking statement is subject to inherent risks and uncertainties
that could cause the actual results to differ materially from the plans,
projections, or expectations expressed or implied by such statement at the time
the statement was made. The Company cautions the public not to place undue
influence on these forward-looking statements, which speak only as of the date
they were made and may not have been updated in further filings, schedules, or
reports required to be filed with the Commission, or with any other body
government.

Certain statements contained in this section of this Report may
infer an impression of optimism about the Company's beliefs and expectations,
expressed through words such as "expects", "anticipates", "intends", "plans",
"believes", "seeks", "estimates", "contemplates", "prospective", "attempt",
"proposed", and similar expressions or terms identify forward looking
statements.

The
Company (or the "Registrant") has one class of securities registered under the
Securities Exchange Act of 1934 (the "Exchange Act"); namely, the Company's
common stock, par value $0.0001 per share. The Company is not an "asset-backed"
issuer, as that term is defined in 17 CFR 229.1101. Also, the Company does not
have any securities registered, nor any offering pending or contemplated, under
the Securities Act of 1933 or the Investment Company Act of 1940 with the
Commission.

Prior to the actual filing date hereof, the Registrant did fail to
timely file all of its reports to the Commission, which were required to be
filed by the Registrant pursuant to section 13(a) or section 15(d) of the
Exchange Act. The Registrant attributes its delinquency in that regard to (a)
extreme limitations on its fiscal capabilities due to its lack of development
and engagement in an ongoing business enterprise (and, further in that extent,
because the Registrant was incapable of securing capital or credit
accommodations to permit it to conduct its operations), (b) unpredictability
with regard to its senior executive management's capability to have performed
its duties on a full-time or part-time basis in order to properly have
administered its affairs (to include the Company's incapability to hire and
retain qualified support and technical personnel), and (c) the Registrant's
inability to effectively (without undue effort and/or unreasonable expense)
gather, assemble, prepare, and disseminate the required information.

On
or about January 25, 2005, with the principal objective of aggressively pursuing
the Company's development, Randolph S. Hudson purchased approximately 92.5% of
the Registrant's common voting equity securities from James W. Margulies under a
private securities transaction. Although Mr. Hudson's administration of the
Company has been plagued by many of the same obstacles and circumstances as were
experienced by the Company's prior management and shareholders (surrounding the
Company's delinquent reporting and tardy development), it was and remains Mr.
Hudson's principal objectives to (a) timely remedy the Registrant's delinquent
filings with the Commission and (b) immediately undertake his aggressive pursuit
to develop the Company.

In
addition to the Company's dilemmas, from the date the Company was required to
file its initial reports, the Federal legislature has adopted, revised, or
amended certain Federal securities laws, which the Commission is actively
enforcing in order to prevent acts of frauds that were demonstrated by some
of

12

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this nation's largest companies, which, in turn, caused great harm
and financial loss the investing public. Some of these laws contained in the
Code of Federal Regulations, include the Sarbanes-Oxley Act of 2002, Regulation
S-X (which governs accounting issues applicable to reporting companies), the
strict rules applicable to the Public Company Accounting Oversight Board (the
"PCAOB", which governs the Company's non-certifying and certifying accountants),
and a host of other changes to those laws and to the U. S. Code applicable to
securities and commodities markets. All of the government's actions, and, of
primary concern - all of the more stringent and more actively policies of the
Commission, have created significant new reporting impositions on public
companies to improve financial accounting, corporate reporting, and personal
accountability by a public company's senior executive officers.

Consequently, prior to Mr. Hudson's purchase of that certain
percentage of the Company's stock (as was briefly described hereinabove, and
which was previously reported by Mr. Hudson on this Schedule 13D filing), and,
for the other reasons set forth hereinabove, the Company did not have adequate,
or had minimal, disclosure controls and procedures in place. Historically, in
times past, a Company's system of "checks and balances" would have been
routinely handles by its certifying accountant; however, because the Company was
not actively engaged in its operations, and for the other reasons mentioned
hereinabove, the Company's then certifying accountant was neither reviewing nor
preparing the Company's statements of financial conditions.

Fortunately, because the Company has been dormant, in the opinion
of the Company's present Chief Executive Officer (who is also the Company's
Chief Financial Officer) the Company's lack or exercise of disclosure controls
and procedures did not cause any material effect on any information, which was
either prepared then or that is being prepared and submitted on this
date.

In
conclusion of the aforesaid statements, prior to January 25, 2005, in respect of
the controls and procedures promulgated by 17 CFR 240.13a -15 and 17 CFR 240.15d
-15:

|1. | The
      Company did not have adequate internal control over financial reporting
      (as defined in 17 CFR 240.13a-15); and                                                                                                                                                                                                                          
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | In
      the absence of full-time senior executive management, the Company was
      unable to effectively evaluate the effectiveness by its senior executive
      management of its controls and procedures for what was to have been its
      quarterly report for this period, on the date this report was originally
      due to have been filed.
|  

Presently (the date on which this Report was actually filed), the
Company's Chief Executive Officer, Randolph S. Hudson, has established full
disclosure controls and procedures. Some of these remedies include the purchase
of professional internal accounting software that operates with multiple systems
of entry that "check and cross-check" entries and the engagement of a
PCAOB-qualified accountant to perform non-certified compilations, prior to
delivering his results to the Company's PCAOB-qualified certifying
accountant.

With specific regard to internal control over financial reporting
by the Registrant and by the Registrant's senior executive officers pursuant to
the sub-sections enumerated in 17 CFR 228.308: (a) The Company has at all times
maintained adequate financial and non-financial records, which fairly and
accurately reflect the dispositions of the assets of the Company, (b) the
Company has at all times been able to provide more than reasonable assurances
that any such financial statements were capable of being prepared under
generally accepted accounting principles and that the receipts and expenditure
of the Company were being made only in accordance with the authorizations of the
senior executive management and by the Company's Board of Directors, and (c) the
Company has at all times been able to provide reasonable assurances regarding
the prevention or timely detection of any unauthorized

13

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acquisition, use, or disposition of the Company's assets, any of
which could have caused a material effect on the Company's financial
statements.



|PART II -- OTHER
INFORMATION
|----------------------------



|Item 1. Legal
Proceedings.
|--------------------------

During the period being reported herein, the Company is not a party
to any legal action or proceeding.

Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.

On
October 24, 2005, in an effort to fully comply with its reporting requirements
under section 13(a) of the Exchange Act, the Registrant filed a Form 10-QSB, a
Quarterly Report for the Quarterly Period Ended June 30, 2004, wherein it
reported certain events that occurred during that period; however, the
Registrant failed to properly disclose a transaction; whereby the Registrant
sold a certain quantity of its unregistered securities and the use of proceeds
therefrom.

On
May 14, 2004, the Registrant sold 200,000 shares of its common stock to James W.
Margulies, then the Registrant's sole officer and director, in exchange for
services that he provided to the Registrant valued at $20.



|Item 3. Defaults upon Senior
  Securities.
|------------------------------------------

The
information required by Item 3 of Part II of Form 10-QSB is not applicable to
this Report.

Item
4. Submission of Matters to a Vote of Security Holders.

Effective at the close of business on May 14, 2004, Cartoon
Acquisition, Inc. (the "Company") has implemented a reverse stock split by
converting each block of 1,240,000 shares of its common stock, par value $.0001
per share (the "Common Stock"), issued and outstanding as of such date into one
share of Common Stock.

The
Company's sole director and sole stockholder approved the reverse stock split on
May 14, 2004. The Company has implemented the reverse stock split at the ratio
of 1-for-1,240,000, causing each outstanding block of 1,240,000 shares of the
Common Stock to automatically convert into one share of Common Stock and
reducing the number of shares of Common Stock outstanding from approximately
1,240,000 to one. The par value of the Company's Common Stock will remain at
$.0001 per share and the number of authorized shares will remain at 100,000,000
shares of Common Stock.



|Item 5. Other
Information
|-------------------------

Some of the statements made in Item 8.01 of this Report may be
deemed to be "forward-looking statements", as that term is defined in Section
27A of the Securities Act of 1933 (15 U.S.C. 77z-2) and in Section 21E of the
Securities Exchange Act of 1934 (15 U.S.C. 78u-5), which are referred to as
"statutory safe harbor" provisions. Forward-looking statements are not
historical facts; rather, forward-looking statements are based upon the opinions
and estimates of the Registrant's management at the time such statements are
made. Every forward-looking statement is subject to inherent risks and
uncertainties that could cause the actual results to differ materially from the
plans, projections, or expectations expressed or implied by such statement at
the time the statement was made. The Registrant cautions the public not to place
undue influence on these forward-looking statements, which speak only as of the
date they were

14

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made and may not have been updated in further filings, schedules,
or reports required to be filed with the Commission, or with any other body
government.

Certain statements contained in this section of this Report may
infer an impression of optimism about the Registrant's beliefs and expectations,
expressed through words such as "expects", "anticipates", "intends", "plans",
"believes", "seeks", "estimates", "contemplates", "prospective", "attempt",
"proposed", and similar expressions or terms identify forward looking
statements.

|A. | FORM
      10-QSB REQUIRING AMENDMENT. This Amended Quarterly Report for the
      Quarterly Period Ended June 30, 2004 was prepared because the Registrant
      did not correctly file its original Form 10-QSB for the Period Ended March
      31, 2004. (The actual filing date of that certain report was October 24,
      2005.)
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  

The
errors or omissions in that certain unamended Quarterly Report are as
follows:

There were numerous irregularities on the Registrant's Form 10-QSB
dated June 30, 2004. In addition, the Registrant omitted certain information
that was required to be contained in the subject report. The irregularities,
inconsistencies, and omissions that comprised the Registrant's original Form
10-QSB Report for the quarterly period ended June 30, 2004, are as
follows:

|(1) | In
      the subject report, the Registrant failed to identify the sale of
      unregistered securities during the subject period, which disclosure was to
      have been made in Part II - Item 2 of said report.   
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | An
      incorrect signature graphic was placed on the "long form" certification by
      the Registrant's Principal Executive Officer on that exhibit to the
      subject report.                                    
|   
|(3) | No
      signature appeared on the "short form" "906" certification by the
      Registrant's Chief Executive Officer; rather, the Registrant's logo
      improperly appeared in place of a signature on this exhibit.
|   
|(4) | An
      incorrect signature graphic was placed on the "long form" certification by
      the Registrant's Principal Financial Officer on that exhibit to the
      subject report.                                    
|   
|(5) | No
      signature appeared on the "short form" "906" certification by the
      Registrant's Chief Financial Officer; rather, the Registrant's logo
      improperly appeared in place of a signature on this exhibit.
|   

The
Registrant is filing this amended Report to reflect the amendments to rectify
the errors or omissions stated hereinabove.

B.
NOTIFICATION OF PROSPECTIVE RISK TO SHAREHOLDERS OF THE REGISTRANT.

Due
to certain administrative impediments that were encountered by the Registrant to
prepare and to have timely filed this Report with the Commission (chiefly, that
of a temporary financial hardship endured by the Registrant), the Registrant
does hereby notify its shareholders: Depending on the Commission's view of the
Registrant's late filing hereof, the Commission may notify the Registrant of its
disapproval and may notice the Registrant, or, may impose a fine or other
penalty against the Registrant or against the Registrant's Chief Executive
Officer for said late filing.

15

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The
imposition of any fine or penalty would cause a material adverse effect on the
Registrant's current and future financial condition; and, any formal censure
would impede the Registrant's contemplated and orderly future organization and
development.



|Item 6. Exhibits and Reports On Form
  8-K
|------------------------------------------

|a. | Exhibits                                                                                                                                                                                                                                                                                                                                                   
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | With
      the single exception of the Company's Form 8-K Report disclosed and
      annexed as an exhibit to Item 6(b) and disclosed hereinbelow, there are no
      exhibits being filed with this Report.                                                                                                                                               
|  
|   | 99.1
      Form 8-K Current Report, dated May 18, 2004                                                                                                                                                                                                                                                                                                     
|  
|b. | Reports on Form 8-K.                                                                                                                                                                                                                                                                                                                                       
|  
|   | There was one report on Form 8-K filed by the Company during
      the subject period being reported on this Form 10-QSB.                                                                                                                                                                                                                                  
|  
|   | In
      this regard, the Company must acknowledge the facsimile that is being
      annexed to this Report is a representative copy, which the Company
      obtained from other than its original sources; however, the Registrant's
      Chief Executive Officer certifies the exhibit to be a true, correct, and
      complete copy in every respect.
|  



|SIGNATURES
|----------

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



|By Order of the Board of
  Directors:
|-------------------------------------



|Dated:
|------



|November 2, 2005
|----------------



|CARTOON ACQUISITION, INC.
|-------------------------





|RANDOLPH S. HUDSONChief Executive
      OfficerChief Financial
      Officer
|----------------------------------------------------------------------------

16

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