U.S. 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 June 30, 2005.

                                       OR

|_|   Transition Report under Section 13 or 15(d) of the Securities Exchange Act
      of 1934 For the Transaction Period from ________ to ________.

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

                                   -----------

                        Commission File Number: 333-60958

                        SIBLING ENTERTAINMENT GROUP, INC.
                 (Name of Small Business Issuer in its Charter)

           New York                                              13-3963541
(State or other jurisdiction of                                (IRS Employer
 Incorporation or organization)                              Identification No.)

                         511 West 25th Street, Suite 503
                               New York, NY 10001
                (Address of principal office including Zip Code)

                                 (212) 414-9600
                           (Issuer's telephone number)

                                    ---------

                              AMICI VENTURES, INC.
         (Former Name or Former Address, if Changed Since last Reports)

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

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

Check  whether  the  issuer:  (1) filed all reports to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or 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 |X|     No |_|

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


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Form 10-KSB. |X|

State issuer's revenues for its most recent fiscal year: $96,167

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified  date within the past 60 days (see  definition  of  affiliate  in Rule
12b-2 of the Exchange Act.): $240,000 as of the time of this filing based on the
Company's  offering  price of its  common  shares of $0.25 per share in its most
recent private placement.

                   (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS)

      Check whether the issuer has filed all  documents and reports  required to
be filed by Section 12, 13, or 15(d) of the Exchange Act after the  distribution
of securities under a plan confirmed by a court.

            Yes: |_|    No: |_|

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

      State the number of shares  outstanding of each of the issuer's classes of
common equity, as of the latest  practicable  date:  23,550,000 shares of common
stock were outstanding as of October 24, 2005.

      Transitional Small Business Disclosure Format (check one):

            Yes |_|     No |X|

                       DOCUMENTS INCORPORATED BY REFERENCE

      If the following documents are incorporated by reference, briefly describe
them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated:  (1) any annual report to security  holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities  Act"). The listed
documents should be clearly described for identification  purposes (e.g., annual
report to security holders for fiscal year ended December 24, 1990).

                                      None.


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                                   Form 10-KSB
                            Year Ended June 30, 2005

                                TABLE OF CONTENTS

                                     PART I

                                                                            PAGE

Item 1.  Description of Business                                             4

Item 2.  Description of Property                                             13

Item 3.  Legal Proceedings                                                   13

Item 4.  Submissions of Matters to a Vote of Security Holders                13

                                     PART II

Item 5.  Market For Common Equity and Related Stockholder Matters            14

Item 6.  Management's Discussion and Analysis or Plan of Operation           14

Item 7.  Financial Statements                                                17

Item 8.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosures                                           17

Item 8A. Controls and Procedures                                             17

Item 8B. Other Information                                                   17

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act                   18

Item 10. Executive Compensation                                              19

Item 11. Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters                                     20

Item 12. Certain Relationships and Related Transactions                      22

Item 13. Exhibits                                                            23

Item 14. Principal Accountant Fees and Services                              23


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                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

A.    Business

Sibling Entertainment Group, Inc., formerly Amici Ventures, Inc., ("SEGI") was
organized in 1995. We are engaged in the finance, development and production of
entertainment properties including plays, musicals for the live stage,
independent feature films and other entertainment projects as well as the
management of projects including the management of entertainment based real
estate properties. References herein to the "Company," "we," "us," or "our"
refers to Sibling Entertainment Group, Inc and its wholly owned subsidiaries.

Our strategy is to place each project (live entertainment, plays, musicals,
independent films or other commercial exploitation) into a limited partnership
sponsored and managed by us, and financed through the sale of limited interests
therein to high net worth investors, corporate sponsors of the arts, theatre
owners, strategic partners and other supporters of the theater developed by
certain of our officers and directors during their careers. The origination,
management and administrative fees we charged each project, together with
payment of royalties and distributions of profits from retained interests, is
intended to be the primary source of our revenues.

On June 1, 2005, Sibling Pictures, Inc. ("SPI"), a privately held Delaware
corporation, entered into an agreement with Sibling Entertainment, Inc. ("SEI")
to transfer all of the issued and outstanding shares and interest in Reel Love
on Film LLC and its managing member, Reel Love Productions, Inc., from SEI to
SPI, a wholly owned subsidiary of SEI at the time of the agreement.

On June 17, 2005 we entered into a share exchange agreement with SPI and all of
the shareholders of SPI, whereby the Company acquired all of the issued and
outstanding shares of SPI in consideration of the issuance of an aggregate of
10,785,000, shares of the Company's common stock on a basis of 60,000 Company
shares for each share of SPI. SPI is engaged in the acquisition of rights to,
and development of, feature films as an independent producer.

We will seek to develop specific divisions through both internal developments as
well as through acquisitions of production companies engaged in similar
activities. The primary divisions shall align with key entertainment industries
including: film production, theatre production, entertainment based real estate
and music publishing and distribution. We will seek to coordinate efforts
between each division to provide optimal development for each project.

We obtained statistical data and certain other industry information and
forecasts fused throughout this prospectus from market research, publicly
available information and industry publications. Industry publications generally
state that they obtain their information from sources that they believe to be
reliable, but they do not guarantee the accuracy and completeness of the
information. Similarly, while we believe that the statistical and industry data
and forecasts and market research used herein are reliable, we have not
independently verified such data. We have not sought the consent of the sources
to refer to their reports or articles in this prospectus.

B.    Current Operations

We currently engage in the following:

o the purchase and exploitation of literary rights for the production of both
film and live-stage properties including;

o the development of an independent film production business;

o the development of a live-stage theatrical production business;

o the management consulting agreements with regional not-for-profit and
professional theatres companies including the Denver Civic Theatre, Inc. (A
not-for-profit organization, "DCT") where VM, MM and JC also serve as members of
its board of directors. ;

o the consulting agreements with independent theatrical and/or film production
companies including Sibling Pictures, Inc. (see related parties). ;

o the acquisition of, or management of theatrical real estate,


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o the alliances with companies that currently possess rights or agreements
desired by us including Sibling Entertainment, Inc. (see related parties). ,

Our plan to coordinate the efforts between film, theatre, real estate,
management and music publishing follow the natural synergies that exist between
the various industries and their components. It is sometimes difficult to
develop a new theatrical project without securing the venue, and owning
sufficient theatres provides the ability for a production company combined with
a theatre owner to assure a production access needed to advance a commercial
project. It is planned that when we do have our own theatrical production to
present in our own theaters, the production will be able to rent our venues
creating a source of sustaining income.

As both a theatre owner and the presenter of original works, the long-term
income derived from the licensing of literary rights will benefit us in two
ways. Many literary works developed for the stage may also have potential as a
feature film and access and acquisition cost barriers are reduced with a common
producer of both film and theatre are united. As we develop a management company
for both real estate and theatrical productions, we will be able to secure
additional revenue sources common to the industry.

Another natural synergy of the theatrical and movie industry includes music
publishing originated or released in association with a musical or a movie. As
we develop, we will continue to seek partners and potential companies for
acquisition within the recording and music publishing industry.

C.    Industry Analysis

Our entertainment business plan encompasses several different specific
industries unique within their own disciplines including its primary production
commercial "for-profit" of live-theatre for Broadway, plus other regional
productions in professional theatres, the production of independent feature
films, the management and ownership of live-stage theatrical real estate venues
and the consulting of "not-for-profit" and professional theatres.

We obtained statistical data and certain other industry forecasts used
throughout this form from market research, publicly available information and
industry publications. Industry publications generally state that they obtain
their information from sources that they believe to be reliable, but they do not
guarantee the accuracy and completeness of the information. Similarly, while we
believe that the statistical and industry data and forecasts and market research
used herein are reliable, we have not independently verified such data. We have
not sought the consent of the sources to refer to their reports, data or
articles in this report.

The following is a brief overview of the different industry venues in which we
intend to operate or have commenced operations.

Theatre Overview

Live commercial theater business has historically been centered in New York City
(Broadway and Off-Broadway) and London's West End. Over the several decades, the
theater business in North America has grown rapidly in markets outside New York
City ("touring markets") as well as numerous independent professional theatres
for the production of smaller "sit-down" productions. In addition, the numbers
of new not-for-profit theatre companies, as well as large scale performing arts
centers, has allowed the industry a steady growth in all aspects of the
theatrical industry. Information derived from publicly available sources,
indicate that "Broadway" productions contribute over $4.3 billion to the NYC
economy each year from over $771 million in box office grosses.

New York Theatrical Industry

The Management believes that it will acquire and develop productions for both
Broadway and Off-Broadway based upon the experience of the principal officers
prior history that developed and produced several prior Broadway and
Off-Broadway productions. Almost all productions presented for the stage are
financed and capitalized in private and/or public offerings for with a "single
purpose" limited partnership or limited liability corporation. As a


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<PAGE>

producer, the Company would normally act as a general partner or managing member
and seek to receive its share of income and monies from several key areas
customary to the theatrical industry including:

      o     Producer Fees -- budgeted fees paid in the development, management
            and production a play or musical, or other live-stage event. Such
            fees are commensurate with the size of the budget.

      o     Office Fees -- weekly fees paid to contribute and support the costs
            of a producer's office and overheads.

      o     Royalties -- a percentage of the adjusted gross box office receipts
            paid weekly from the weekly operating budget.

      o     Net Profits -- a percentage of net profits paid after full
            recoupment of the capitalization is returned to the investors.
            Profits for an original production may include participation from
            other sources outside of New York derived from subsidiary rights,
            licensing fees, media rights and other publishing rights attached to
            company formed to present the original production.

      o     Other Fees -- other reimbursable amounts chargeable to productions,
            or fees paid for consulting services during the development of a new
            play or musical.

New theatres and the "rebirth" of the Time Square area of New York City as well
as the subsequent tourism increases have promised more interest and business in
theatre. Assuming that the level of tourism and theatre attendance and total box
office grosses continues to increase, all of these influences, changes and
product development taking place including the ongoing changes in Times Square,
the participation of the business giants and the promotion of all of live
entertainment can only affect us positively.

The primary real estate owners of Broadway theatres is possessed by three
owners, the Shubert Foundation managed by the Shubert Organization, Inc., the
Nedelander Producing Company of America, Inc. and Jujamcyn Theatres. The
theatrical industry in New York is extends beyond Broadway also supported by an
ever growing number of Off-Broadway theatre and theatrical companies providing
opportunities for both the development of new works as well as a source of
revenue for production companies. Most off-Broadway theatres are independently
owned by single theatre owners, not-for-profit companies and a growing number of
companies owning more than one theatre including Dodger Stage Holding
Theatricals, Inc. The number of operating theatres has grown from less than 10
in 1985 to over 80 significant off-Broadway theatres and performance spaces in
2004. The number of not-for-profit theatre companies renting space and producing
shows in addition to commercial producers has increased to over 400 companies.

Regional Professional and "not-for-profit" Theatre Industry

Our Management believes that the growth and continued strength of the regional
professional and "not-for-profit" theatres through the United States will play a
strategic roll in our growth. There are many lesser known productions and
smaller productions, as well as National Tours of Broadway and Off-Broadway
productions that we can derive participation as a producer similar to the fees
and income derived as a Broadway or Off-Broadway producer. This sector of the
industry has lower capitalization costs and through the proper selection of
shows can provide with additional income. In addition, the development of new
works bound for Broadway and Off-Broadway is difficult to achieve without our
ability to successfully test early versions of new works in regional theatres.

Information derived from publicly available sources, in 2002 indicate that an
estimated 32.2 million tickets were sold by not-for-profit and professional
theaters combined. The number of tickets sold from not-for-profit theatres
amount to over 21 million tickets. The number of not-for-profits theatres has
steadily grown over the last several decades. In 1961, there were approximately,
16 not-for-profit theatre companies growing to 1,200 companies today. From
approximately 363 larger theatres, the attendance was over 21 million with total
income of over $961 million producing over 4,787 productions and 81,828
performances. The interaction between commercial for-profit production companies
and not-for-profit theaters is key to the development of new works for both
Broadway and other regional productions. The market has increasingly focused on
musicals, which account for a majority of the tickets sold in a season. A
substantial component of the total tickets sold are purchased by groups
theatre-goers that


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purchase tickets annually. As a result of both growth and the annual need of
group buyers, the market demand for new product (both revivals and new musicals)
has increased.

Theater Management

Within the theatrical management industry, both the real estate of theatres and
the productions are managed. Due to the complexities of Broadway and
Off-Broadway productions, almost all productions have contracts with management
companies to assist producers in the day-to-day affairs. Some production
companies have both a production division and a general management division to
provide the distinct responsibilities assigned to each area of their profession.
A portion of the income derived by general management fees is paid as a part of
the capitalization of a project and additional fees paid weekly through the run
of a show.

In addition, the real estate of theatres has specific demands of its owners
between staffing, their management and the selection of shows that will be
allowed to perform within its space(s). In addition, authors and composers
seeking to develop their works frequently consult both producers and general
managers to assist them in the process of producing or coordinating the process
of development to the ultimate commercial production on Broadway. Many
not-for-profit theatre and other professional theatres have outside consultants
to assist in the management of the theatres as well as planning and seeking
literary properties and enhancement financing to allowing regional theatres to
participate in the development of a Broadway bound production. It is our belief
that both current contracts to consult theatres and attempts to secure
additional contracts will be achieved.

Film

Our Management believes that we will acquire and develop feature films as an
independent producer. Almost all film productions are financed and capitalized
in private and/or public offerings for with a "single purpose" limited
partnership or limited liability corporation. As a producer, we would normally
act as a general partner or managing member and seek to receive its share of
income and monies from several key areas customary to the film industry
including:

      o     Producer fees -- budgeted fees paid in the development, management
            and production a movie. Such fees are commensurate with the size of
            the budget.

      o     Office fees -- fees paid to contribute and support the costs of a
            producer's office and overheads during the production of a movie.

      o     Royalties -- a percentage paid from a movie's box office grosses
            after all print and advertising fees and other deferred fees are
            paid. In many cases, these amounts are not paid due to a complete
            buyout by distributors.

      o     Net Profits -- a percentage of net profits paid after full
            recoupment of the capitalization is returned to the investors. After
            a film is completed, a producer will attempt to sell the film to a
            distributor in excess of the cost of the film. A producer will
            receive a percentage of this excess as profits. In addition, the
            purchasing distributor may also provide additional profits from its
            own earnings increasing the earnings potential of a producer.

      o     Other Fees -- other reimbursable amounts chargeable to productions,
            or fees paid for consulting services during the development of a new
            movie.

The business of the motion picture industry in the United States may be broadly
divided into two major segments: production, involving the development,
financing and making of motion pictures, and distribution, involving the
promotion and exploitation of completed motion pictures in a variety of media.

Historically, the largest companies, or the so-called "Majors" or "Major
Studios," have dominated the motion picture industry by both producing and
distributing in the United States a majority of those theatrical motion pictures
which generate significant box office receipts. Over the past decade, however,
"Independents" - smaller film production and distribution companies - have
played an increasingly significant role in the production and distribution of
motion pictures to fill the increasing worldwide demand for filmed entertainment
product.


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The Majors include 20th Century Fox, Paramount Motion Pictures, MGM Motion
Pictures, Columbia Pictures, Columbia Tri-Star Films, Sony Pictures
Entertainment, United Artists, Universal Studios, Dreamworks SKG, Dreamworks
Animation, New Line Cinema, Warner Brothers Movies, Walt Disney Pictures,
Universal Studios, amongst others. Generally, the Majors own their own
production studios (including lots, sound stages and post-production
facilities), have a nationwide or worldwide distribution organization, release
pictures with direct production costs generally ranging from $10 million to $50
million, and provide a continual source of pictures to film exhibitors. In
addition, some of the Majors have divisions which are promoted as Independent
distributors of motion pictures. These Independent divisions of Majors include
Miramax Films (a division of the Walt Disney Company) and Sony Classics (a
division of Sony Pictures).

The Independents typically do not own production studios or employ as large a
development or production staff as the Majors. Further, the Independents
typically produce fewer motion pictures at substantially lower average
production costs than the Majors.

Our Competitive Business Conditions

Our business is highly competitive. As mentioned above, our largest competitors
are heavily financed and include theater owner groups such as the Shubert and
Nederlander theaters and the "Major Studios". Our competitive position in the
theatrical real estate, live-stage theater and film industries shies away from
the largest competitors. Our position working within mid-range sized theater
venues and with independent films provides the most strategic and beneficial
advantages to us provided our operations and business plan as detailed above. We
are able to maintain a competitive position based upon the industry contacts our
company maintains, the high level of quality we perform our research and
development for new works, and upon the talent our company can recruit in
working towards producing a quality final product.

Our relationship with other industry professionals, such as producers, box
office personnel, general managers, company managers and public relations firms,
nurtured over the years, facilitates the services we provide and products we
produce.

We believe that our officers, Mitchell Maxwell and Victoria Maxwell, have built
a highly regarded reputation for quality products and services, and a
comprehensive knowledge of the film and theatre businesses. Their expertise
enables them to offer opinions as to what is appropriate for each project we
work with or client we provides services for. This enables them to sell the
appropriate shows, plan into future periods and consult with knowledgeable film
and theatre people.

Our Suppliers

As we are in the business of theater management, theatrical consulting, and the
production of live-stage theater and independent films, we gather solicited
scripts from playwrights and screenwriters and seek out theaters and theatrical
productions which might make use of our management and consulting services. For
those business divisions where we create a final product (a film or theatrical
production) for consumers, the only supplier would be those individuals or third
parties that write the scripts we would purchase or option. Our business does
not rely on suppliers to deliver raw materials or a finished product.

Our Customers

We currently derive our revenue from two sources, but we are not barred from
accepting or expanding our sources of income, and plan to expand further into
the areas bulleted in our "current operations" section above. We are not
dependent upon one or a few major customers. The entertainment industry provides
revenue sources that include ticket sales for theatrical productions produced
and income derived from interests in productions, consulting fees from theaters,
management fees from theaters, financing and management fees from investors
and/or investment funds set up to fund our productions, and from film
distributors who would purchase the film from us in its finished form. The
theatrical industry of Broadway limits our ability to secure a theater from one
of only three major theater


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owners. Within the film industry the sources and outlets for sales is not
limited to one of a few buyers.

Regulatory Issues

As of June 30, 2005 all of the titles we have licensed to date have been rated
by the Motion Picture Association of America ("MPAA"). At the time of this
filing, no further regulation, either industry or government sponsored is
applicable to our business plan.

Research and Development

Our research and development efforts are centered in identifying and acquiring
rights to quality live-stage theatrical and film content. Other than the costs
associated with our search for new scripts, our development costs are limited to
option fees for the right to produce a play, musical or feature film. Our
development costs associated with a new work are recouped at the time a project
is finances for either a "development" production or "full production", except
for those projects abandoned in the development process.

Sources of projects:

Within the entertainment industry, there is no shortage of sources being
presented to us. Our responsibility is to select a script that in the opinion of
our management is quality and contains and potential for critical and financial
success and that would be owned by us.

Employees

Mitchell Maxwell, Victoria Maxwell and James Cardwell were elected by the Board
of Directors as President/CEO, Secretary/Vice President and Treasurer/CFO,
respectively. Also, as previously mentioned, we entered into contracts with SEI
whereby SEI is to provide management, in the form of labor, to us to assist with
accounting and management.

D.    Risk Factors

      Our current and proposed business operations may be adversely affected by
      a number of factors, many of which are beyond our control and are set
      forth below. Additional risks and uncertainties not known to us or
      believed to be immaterial may also adversely impact or impair our
      business.

      1.    We have had losses, and we cannot assure future profitability. We
            have reported operating losses for fiscal years 2003, 2004 and 2005.
            The accumulated deficit and deficit accumulated during the
            development stage at June 30, 2005 amounted to $248,300 and
            $446,165, respectively, and we experienced a net loss for the fiscal
            years 2004 and 2005 of $29,148 and $297,437, respectively. We cannot
            assure you we will operate profitably, and if we cannot, we may not
            be able to meet our working capital requirements, capital
            expenditure plans, anticipated production slate or other cash needs.
            Our inability to meet those needs could have a material adverse
            effect on our business, results of operations and financial
            conditions.

      2.    Dependence on Mitchell Maxwell, Victoria Maxwell and James Cardwell.
            We depend, and expect to continue to depend, on the services
            provided by Mitchell Maxwell, Victoria Maxwell and James Cardwell,
            our directors and principal executives. Virtually all of the
            significant decisions concerning the conduct of our business,
            including the properties and rights to be developed or acquired and
            the financing, production and distribution of any theatrical motion
            pictures, Broadway or Off-Broadway production, real estate
            acquisition, or other projects are, and are expected to continue to
            be, made by Mitchell Maxwell, Victoria Maxwell and James Cardwell.
            The loss of their services or a dispute among them could have a
            material adverse effect on our business. Presently, we do not have
            any employment agreement with any of Messrs. Maxwell and Cardwell or
            Ms. Maxwell

      3.    Control of Company. Our six largest shareholders own 14,228,328
            shares, approximately 67.92% of our existing issued and outstanding
            stock as of June 30, 2005. We are not aware of any agreement between


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            any of the shareholders as to the voting of these shares in
            connection with our business operations. These shareholders
            nevertheless have the voting power to control our affairs.

      4.    Dependence on a Limited Number of Changing Projects. We anticipate
            that, initially, we will be dependent on a limited number of
            entertainment projects and theatres under management that will
            change from period to period, for a substantial percentage of our
            revenues. The change in projects from period to period will
            principally be due to the opportunities available from time to time
            to us and to audience response to our entertainment product, both of
            which are unpredictable and subject to change. In addition, the loss
            of a major project in any period would have an adverse effect on our
            results of operations in that period.

      5.    Development of New Programs. Our results of operations will largely
            depend on our having adequate access to literary rights, plays,
            musicals, film scripts that are capable of being produced or
            acquired and successfully marketed. Such accessibility is dependent
            upon numerous factors, including our reputation and credibility in
            the creative community, the relationships we have in the
            entertainment industry and our financial and other resources. There
            can be no assurance that we will have adequate access to sources of
            programs or that our efforts in developing or acquiring new programs
            will be successful. If we are unable to successfully market new
            programs where we have funded development costs, we will be subject
            to realizing a loss on such projects.

      6.    Intense Industry Competition. The live theatre and motion picture
            industries are intensely competitive and speculative. We compete
            with the major theatrical producers, theatre owners, major motion
            picture studios and with numerous independent producers of both
            theatre and feature film production, many of which are producing an
            increasing number of theatrical productions and feature films. Most
            of our principal competitors have greater financial, distribution,
            technical and creative resources and are better established in the
            industry. We also compete for interest and acceptance of our
            entertainment product by the public. Audience appeal depends upon a
            variety of changing factors that cannot be reliably predicted and
            over which we have little if any control.

      7.    No Dividends. We have never paid any cash dividends on our Common
            Stock and has no present intention of paying any cash dividends. We
            intend to retain any earnings in the foreseeable future to finance
            our growth and development.

      8.    Risk of Dilution. Offerings of indeterminate amounts of common stock
            and other securities may be made in the future, which may cause
            dilution for those persons who convert debenture securities into
            common stock or purchase shares of common stock. If we were to
            conduct a future offering or offerings, such offerings may result in
            dilution to existing shareholders or to persons who exercise their
            right to convert debentures into common stock and purchase shares of
            common stock. Any decision us in the future to issue additional
            shares will be made by our Board of Directors in the exercise of our
            business judgment and our shareholders at such time may not have the
            opportunity to approve or disapprove of any such issuance or the
            terms thereof. Further, we may establish one or more employee stock
            option plans that may also result in dilution to existing
            shareholders and to debenture holders with rights of conversion into
            common stock.

      9.    Nature of the Business. Our primary business is the production and
            sub-licensing of the rights we presently own or will acquire in the
            future to certain live theatrical properties and independent feature
            films. The development and production of independent feature films
            and live entertainment properties often results in a risk of loss of
            investment capital that is especially high in comparison with the
            prospects for any significant long-term profitability.

      10.   No Trading Market for Our Common Stock. There is no trading market
            for our common stock. There can be no assurance that a trading
            market will develop, and even if it did develop, that such market
            would be sustained. In addition, even if a trading market were to
            develop, holders of our common stock may experience substantial
            difficulty in selling their securities as a result of the "penny
            stock rules" adopted by the SEC, which restrict the ability of
            brokers to sell certain securities of companies whose assets or
            revenues fall below the thresholds established by those rules.


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<PAGE>

      11.   Other Activities of Our Officers and Directors. From time to time
            certain of our directors and executive officers may serve as
            directors or executive officers of other companies and, to the
            extent that such other companies may participate in the industries
            in which we may participate, such directors may have a conflict of
            interest. In addition, our dependence on directors and officers who
            devote time to other business interests may create conflicts of
            interest. The fiduciary obligations of an individual to the other
            company may conflict with the individual's fiduciary obligations to
            us and vice versa.

            Directors and officers must exercise their judgment to resolve all
            conflicts of interest in a manner consistent with their fiduciary
            duties to us. In the event that a conflict of interest arises at a
            meeting of the directors, a director who has such a conflict will
            abstain from voting for or against approval of such situation and/or
            terms. In appropriate cases, we will establish a special committee
            of independent directors to review a matter in which any directors,
            or management, may have a conflict. We are not aware of the
            existence of any conflict of interest as described herein. To date
            we have not been able to attract independent directors to serve on
            our board.

      12.   We face substantial capital requirements and financial risks. Our
            business requires a substantial investment of capital. The
            production, acquisition and distribution of motion pictures and live
            theatre productions require a significant amount of capital. A
            significant amount of time may elapse between our expenditure of
            funds and the receipt of commercial revenues from or government
            contributions to our motion pictures or television programs. This
            time lapse requires us to fund a significant portion of our capital
            requirements from other sources.

      13.   Requirement for Additional Capital. Our business plan is completely
            dependent upon our ability to obtain the required financing. There
            can be no assurance that we will be successful in accessing
            sufficient external capital. Without the capital to acquire and
            promote a new business activity that generates profitability and
            investor interest, our future prospects may be adversely affected.

      14.   Accounting practices used in our industry may accentuate
            fluctuations in operating results. In addition to the cyclical
            nature of the entertainment industry, our accounting practices
            (which are standard for the industry) may accentuate fluctuations in
            our operating results.

      15.   Failure to manage future growth may adversely affect our business.
            Our ability to grow through acquisitions, business combinations and
            joint ventures, to maintain and expand our development, production
            and distribution of motion pictures and live theatre productions and
            to fund our operating expenses depends upon our ability to obtain
            funds through equity financing, debt financing (including credit
            facilities) or the sale or syndication of some or all of our
            interests in certain projects or other assets. If we do not have
            access to such financing arrangements, and if other funding does not
            become available on terms acceptable to us, there could be a
            material adverse effect on our business, results of operations or
            financial condition.

      16.   We are subject to risks associated with acquisitions and joint
            ventures. We have made or entered into, and will continue to pursue,
            various acquisitions, business combinations and joint ventures
            intended to complement or expand our business. Given that
            discussions or activities relating to possible acquisitions range
            from private negotiations to participation in open bid processes,
            the timing of any such acquisition is uncertain. Although from time
            to time we actively engage in discussions and activities with
            respect to possible acquisitions and investments, we have no present
            agreements or understandings to enter into any such material
            transaction. Any indebtedness incurred or assumed in any such
            transaction may or may not increase our leverage relative to our
            earnings before interest, provisions for income taxes, amortization,
            minority interests, gain on dilution of investment in subsidiary and
            discounted operation, or EBIDTA, or relative to our equity
            capitalization, and any equity issued may or may not be at prices
            dilutive to our then existing shareholders. We may encounter
            difficulties in integrating acquired assets with our operations.
            Furthermore, we may not realize the benefits we anticipated when we
            entered into these transactions. In addition, the negotiation of
            potential acquisitions, business combinations or joint ventures as
            well as the integration of an acquired business could require us to
            incur significant costs and cause diversion of management's time and
            resources. Future acquisitions by us could also result in:

            o     impairment of goodwill and other intangibles;


                                       11
<PAGE>

            o     development write-offs; and

            o     other acquisition-related expenses.

            Any of the foregoing could have a material adverse effect on our
            business, results of operations or financial condition.

      17.   Protecting and defending against intellectual property claims may
            have a material adverse effect on our business. Our ability to
            compete depends, in part, upon successful protection of our
            intellectual property. We do not have the financial resources to
            protect our rights to the same extent as major studios. We attempt
            to protect proprietary and intellectual property rights to our
            productions through available copyright and trademark laws and
            licensing and distribution arrangements with reputable international
            companies in specific territories and media for limited durations.
            Despite these precautions, existing copyright and trademark laws
            afford only limited practical protection in certain countries. We
            also distribute our products in other countries in which there is no
            copyright and trademark protection. As a result, it may be possible
            for unauthorized third parties to copy and distribute our
            productions or certain portions or applications of our intended
            productions, which could have a material adverse effect on our
            business, results of operations or financial condition.

            Litigation may also be necessary in the future to enforce our
            intellectual property rights, to protect our trade secrets, or to
            determine the validity and scope of the proprietary rights of others
            or to defend against claims of infringement or invalidity. Any such
            litigation could result in substantial costs and the diversion of
            resources and could have a material adverse effect on our business,
            results of operations or financial condition. We cannot assure you
            that infringement or invalidity claims will not materially adversely
            affect our business, results of operations or financial condition.
            Regardless of the validity or the success of the assertion of these
            claims, we could incur significant costs and diversion of resources
            in enforcing our intellectual property rights or in defending
            against such claims, which could have a material adverse effect on
            our business, results of operations or financial condition.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains statements that plan for or anticipate the future, called
"forward-looking statements." In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "should," "could," "expects,"
"plans," "intends," "anticipates," "believes," "estimates," "predicts,"
"potential" or "continue" or the negative of those terms and other comparable
terminology.

These forward-looking statements include statements about:

o     our market opportunity;

o     our strategies;

o     competition;

o     our financing plans;

o     expected activities and expenditures as we pursue our business plan; and

o     the adequacy of our available cash resources.

Although we believe that the expectations reflected in the forward-looking
statement are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements.

The accompanying information contained in this report, including the information
discussed under the headings "Risk Factors," "Management's Discussion and
Analysis or Pan of Operations," and "Description of Business" identifies
important factors that could adversely affect actual results and performance.
All forward-looking statements attributable to us are expressly qualified in
their entirety by the cautionary statement appearing above.


                                       12
<PAGE>

ITEM 2. DESCRIPTION OF PROPERTY

            (a.)  We currently occupy space at 511 W. 25th St, NY, NY 10001.
                  This space is shared with SEI, who is the leasee of the space,
                  and we pay SEI $1,650 per month (previously $525 per month up
                  through March 31, 2005) towards an agreement with SEI for its
                  share of the office rent. We expect to continue to have no
                  difficulty in securing and renting the current space.

            (b.)  Excess cash not used for operations is placed or invested in
                  either money market accounts or checking/demand accounts in
                  banking institutions. From time to time, the company may also
                  invest in other entertainment related companies strategic to
                  the operations of the Company. There are no restrictions on
                  amounts the Company may invest or expend related to these
                  investments.

ITEM 3. LEGAL PROCEEDINGS

We are not a party to any legal proceeding, and have no knowledge of any
threatened or pending legal proceeding against us or our property.

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

During the last quarter of the fiscal year ended June 30, 2005 the following
matters were submitted to a vote of security holders at a shareholders meeting
held on June 30, 2005:

      1.    To elect four (4) directors, as nominated below;

                  Mitchell Maxwell
                  Victoria Maxwell
                  James Cardwell
                  Richard Bernstein

      2.    To amend our certificate of incorporation so as to change of name
            from Amici Ventures, Inc. to Sibling Entertainment Group, Inc.;

      3.    To amend our certificate of incorporation so as to provide for
            stockholder action to be taken by the written consent of a majority
            of the vote of the shares entitled to vote;

      4.    To ratify the appointment of Rosenberg Rich Baker Berman & Company,
            P.A. as Amici Ventures' independent auditors for the fiscal year
            ending June 30, 2005;

      5.    To amend our certificate of incorporation so as to increase the
            total authorized of common shares from 30 million shares to 100
            million shares;

      6.    To approve an amendment to our By-Laws, reducing the number of
            shares for a "quorum" for a meeting of stockholders from 50% to 10%
            of the total shares issued and outstanding as of the record date.

On June 30, 2005 at the shareholders meeting it was voted by a majority of votes
that each of the six matters be approved, ratified and/or amended, as the case
may be.


                                       13
<PAGE>

PART II

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

There is no trading market for our stock. At June 30, 2005, we had 20,950,000
shares issued and outstanding and 379 registered shareholders of our outstanding
common stock. At the time of this filing, we have 23,550,000 shares issued and
outstanding and 1,356,667 shares reserved for subscriptions and warrants. We now
have 401 registered holders of our outstanding common stock.

The outstanding common stock was offered and sold either pursuant to a
registration statement or in reliance upon exemptions from the registration
requirements set forth in Securities Act. There is no trading market for our
issued and outstanding shares. There can be no assurance that a trading market
will develop. To date, neither we nor anyone acting on our behalf has taken any
affirmative steps to retain or encourage any broker/dealer to act as a market
maker for our common stock. Further, there have been no discussions or
understandings, preliminary or otherwise, between us or anyone acting on our
behalf and any market maker regarding the participation of any such market maker
in the future trading market, if any, for our common stock.

As of the time of this filing (a) aggregate 1,936,588 shares of our common stock
are eligible for resale in public transactions without restriction or further
registration under the Securities Act unless purchased by or issued to any
"affiliate" of ours, as that term is defined in Rule 144 promulgated under the
Securities Act, and (b) 6,323,412 shares may be sold in accordance with Rule
144.

As of the time of filing this report, we have not declared any dividends since
inception, and have no present intention of paying any cash dividends on our
common stock in the foreseeable future. The payment of dividends, if any, in the
future, rests within the discretion of our Board of Directors and will depend,
among other things, upon our earnings, capital requirements and financial
condition, as well as other relevant facts.

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

The following discussion of our financial condition and results of operations
should be read in conjunction with the Consolidated Financial Statements and
Notes to those financial statements included in this Annual Report. This
discussion contains forward-looking statements that involve risks and
uncertainties. Our actual results may differ materially from those anticipated
in these forward-looking statements as a result of various factors, including
but not limited to, those discussed under "Risk Factors" and elsewhere in this
Annual Report.

Our Anticipated Sources of Revenues

Our principal sources of revenue will be from our consulting agreement with the
DCT and from producer fees associated with managing our film funds. We expect no
difficulty in producing the funds necessary to continue business through the
next 12 months.

It is the opinion of management that the most meaningful financial information
relates primarily to current liquidity and solvency. As of June 30, 2005, we had
a working capital deficiency of $297,437. We had no bank loans as at June 30,
2005.


                                       14
<PAGE>

Plan of Operations for the Next Twelve Months

As stated in the "current operations" section above, following the change in
management and control, we took steps and sought to pursue the purchase and
exploitation of literary rights for the production of film and theatrical
properties, the development of independent film and theatrical production
businesses, management consulting agreements with other theaters and companies,
and the acquisition of or management of theatrical real estate.

Also as previously mentioned, we have entered into Agreements with the DCT for
consulting and management services provided to that Company.

Currently, and as stated earlier, our earnings for office space and utilities
provided to SEI and from services provided and earned from other consulting
agreements provide us with the ability to operate and profit and pursue an
expansion of its operations.

For the Years Ended June 30, 2005 and 2004

RESULTS OF OPERATIONS

For the year ended June 30, 2005 we had a net loss of $297,437 compared to a net
loss of $29,148 for the year ended June 30, 2004, an increase in losses of
$268,289 or 920%. We experienced annual revenues of $96,167 for the year ended
June 30, 2005. Revenues were generated from the subsequently described (see
"Item 12: Certain Relationships and Related Transactions") related party
contracts with SPI and the DCT, which began on November 1, 2003 and April 1,
2004, respectively. In addition to the fact that we experienced annual revenues
of $96,167, our expenses also significantly increased. This significant increase
in expenses is primarily due to $118,750 in consulting fees to provide a variety
of corporate services including introducing the Company to third party marketing
companies, investment bankers and other corporate promotion companies including
IceColdStock.com. We did not incur consulting fees in the year ended June 30,
2004. Further, we experienced an increase in management expenses of $89,192, or
237%, from $37,500 for the year ended June 30, 2004 to $126,712 for the year
ended June 30, 2004. Management expenses increased as a result of the management
fee contract with SEI, mentioned above. In addition, we experienced
approximately $55,000 in legal fees for services provided in the year ended June
30, 2005. We did not incur legal expenses in the year ended June 30, 2004.

LIQUIDITY AND CAPITAL RESOURCES

We ended the fiscal year 2005 with a cash position of 23,596 dollars, as
compared to zero dollars at the end of fiscal 2004. We expect to use our cash
for working capital purposes; and, assuming a trading market is established for
our stock to use our shares to expand our theatrical management and real estate
business and produce more live-stage theater productions and independent films.

We anticipate a modest capital requirement for identifying and negotiating
additional live-stage theater and film productions which can be accomplished
through current working capital to be raised through independent LLC's or LLP's
formed to develop or produce such productions.

Our present marketing methods will continue; however, should we require
significant additional financial resources for future expansion, we may seek to
obtain them through public or private equity offerings. We will also need to
seek additional capital to sustain our operations if we are unable to earn
income. If we seek to obtain additional funding, there can be no assurance that
we will be successful in raising a sufficient amount of additional capital or in
internally generating a sufficient amount of capital. If we are unable to
generate the required amount of additional capital, our ability to meet our
obligations and to continue our operations may be adversely affected. No
specific plans exist for such financings at this time.


                                       15
<PAGE>

VARIABLES AND TRENDS

We have been engaged in the development and commercialization of entertainment
products for over 5 years. Key variables in our industry are caused by the lack
of popularity or attraction to certain productions. Successful theatrical shows
enjoy a longer run time (i.e. Cats ran for 18 years; Les Miserables, 16 years).
In addition, currently long running productions include Phantom of the Opera
which has run over 16 years; Beauty and the Beast, 9 years. Prior to September
11, 2001, more people had been going to see theatrical productions. Concerning
film productions, the demand to view a diverse range of popular motion pictures
is reasonably constant. However, the success of such shows does not provide any
assurance that any of our productions will enjoy similar success.

Our live-stage theater-related revenue stream is affected by the influx of
tourism into cities in which we are producing and/or managing productions,
including New York City. The terrorist attacks on the World Trade Center on
September 11, 2001 had a severe impact on the economic situation in New York
City during the remainder of 2001 through 2003, especially with respect to
tourism and theatre. Immediately following, several advertising campaigns
undertaken as well as promotions at many of the city's hotels and restaurants
encouraged tourism and theatre attendance in New York City, which have been
successful. However, there is no assurance that the levels of tourism and
theatre attendance will return to levels that existed prior to September 11,
2001. Despite New York City's current leading rank amongst tourist destinations
to major U.S. Cities, unforeseen events could impact tourism without warning and
negatively impact tourism and theatre attendance would have adverse effects on
our business.

New theatres as well as the subsequent tourism increases have promised more
interest and business in theatre. Assuming that the level of tourism and theatre
attendance and total box office grosses continues to increase, all of these
influences, changes and product development taking place including the
participation of the business giants and the promotion of all of live
entertainment can only affect us positively.

New York continues to be one of the top tourist destinations in the United
States. In 2003, New York City was ranked as the top U.S. destination by 4.0
million overseas travelers excluding visitors from Canada or Mexico, according
to U.S. Department of Commerce Office of Travel and Tourism, followed by Las
Vegas, Miami and Orlando. In 2002, 35.3 million tourists journeyed to New York
an overall growth after the events September 11, 2001. The highest reported year
was 1999 with 36.4 million visitors with a significant gain from U.S. domestic
visitors and a significant reduction in foreign visitors.

As reported by the League of American Producers and Theatre Owners, Inc.
Broadway theatregoers purchased 11.6 million tickets in the 2003-2004 season,
slightly higher than the previous years. The increase was due to the rebounding
of tourists in the theatres, which had declined after September 11, 2001. During
this season, there were 1.24 million admissions by foreign tourists, compared to
650,000 during 2002-2003 season. From June 2002 through June 2003, Broadway as
an industry contributed $4.3 billion to the economy of New York City. This $4.3
billion represents an inflation-adjusted decrease of 4.6% from the 2000-2001
season, but a 45.7% increase from the 1998-1999 season.


                                       16
<PAGE>

                        SIBLING ENTERTAINMENT GROUP, INC.
                          (A Development Stage Company)

ITEM 7. FINANCIAL STATEMENTS ITEM

                        SIBLING ENTERTAINMENT GROUP, INC.
                         (FORMERLY AMICI VENTURES, INC.)
                          (A DEVELOPMENT STAGE COMPANY)

                        INDEX TO THE FINANCIAL STATEMENTS

                                                                      PAGE
                                                                      ----

INDEX TO THE FINANCIAL STATEMENTS                                     F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM               F-2

FINANCIAL STATEMENTS:

   CONSOLIDATED BALANCE SHEETS                                        F-3

   CONSOLIDATED STATEMENTS OF OPERATIONS                              F-4

   CONSOLIDATED STATEMENTS OF
          CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)                   F-5

   CONSOLIDATED STATEMENTS OF CASH FLOWS                              F-6

   NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                     F-7 - F-15


                                      F-1
<PAGE>

                        SIBLING ENTERTAINMENT GROUP, INC.
                          (A Development Stage Company)

             Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders
Sibling Entertainment Group, Inc.
(Formerly Amici Ventures, Inc.)

We  have  audited  the  accompanying   consolidated  balance  sheet  of  Sibling
Entertainment   Group,  Inc.  (a  development  stage  company)  (formerly  Amici
Ventures,  Inc.)  and  subsidiaries  as  of  June  30,  2005,  and  the  related
consolidated   statements  of  operations,   changes  in  stockholders'   equity
(deficit),  and cash flows for the year ended June 30, 2005,  and for the period
from inception of the development  stage (July 1, 2000) to June 30, 2005.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.  We did not audit the financial  statements of Sibling  Entertainment
Group,  Inc.  for the period from  inception of the  development  stage (July 1,
2000) to June 30, 2004. The financial statements of Sibling Entertainment Group,
Inc. as of June 30, 2004 were  audited by other  auditors  whose  report,  dated
December 23, 2004, which expressed an unqualified  opinion has been furnished to
us. Our opinion  expressed  herein on the period of inception of the development
stage (July 1, 2000) to June 30, 2005,  as it relates to the period July 1, 2000
to June  30,  2004 is based  solely  upon the  audit  report  and  work of other
auditors.

We conducted our audit in accordance   with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audit to  obtain   reasonable  assurance  about  whether  the
financial  statements  are free of material  accounting  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audit  and the  report of other  auditors  provide  a  reasonable  basis for our
opinion.

In our  opinion,  based on our  audit  and the  report  of other  auditors,  the
financial statements referred to above present fairly, in all material respects,
the financial position of Sibling  Entertainment Group, Inc. and subsidiaries as
of June 30,  2005 and the results of their  operations  and their cash flows for
each of the two years in the period  ended June 30, 2005 and for the period from
inception  of the  development  stage  (July  1,  2000)  to June  30,  2005,  in
conformity with accounting principles generally accepted in the United States.

As  discussed  in the  notes to the  financial  statements,  certain  conditions
indicate  that the Company may be unable to  continue  as a  going-concern.  The
accompanying  financial  statements  do  not  include  any  adjustments  to  the
financial  statements  that might be  necessary  should the Company be unable to
continue as a going-concern.


/s/ Rosenberg Rich Baker Berman & Company

Bridgewater, New Jersey
September 23, 2005


                                      F-2
<PAGE>

                        SIBLING ENTERTAINMENT GROUP, INC.
                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEET
                                  June 30, 2005

Assets
   Current assets
      Cash                                                               23,596
      Due from related parties                                           26,400
      Loans receivable                                                    3,750
                                                                     ----------
   Total current assets                                                  53,746
                                                                     ----------
   Fixed assets
      Computer equipment, net of accumulated depreciation of $533         3,198
                                                                     ----------
   Other assets
      Investment in related company                                     300,000
      Other investments                                                  37,500
      Options purchased                                                  23,500
                                                                     ----------
   Total other assets                                                   361,000
                                                                     ----------
Total assets                                                            417,944
                                                                     ==========
Liabilities and Stockholders' Equity (Deficit)
   Liabilities
      Current liabilities
         Accounts payable                                                36,978
         Current portion of long term debt                              136,000
         Accounts payable-related parties                                 6,293
         Income taxes payable                                               710
         Due to related parties                                          40,645
                                                                     ----------
      Total current liabilities                                         220,626
         Long term convertible debentures                                 4,000
         Other liability to be settled in stocks                         27,500
                                                                     ----------
   Total liabilities                                                    252,126
                                                                     ----------
   Stockholders' Equity (Deficit)
      Common stock ($.001 par): Authorized shares-100,000,000            20,950
             Issued and outstanding-20,950,000
      Additional paid in capital                                        839,333
      Accumulated deficit                                              (248,300)
      Deficit accumulated during development stage                     (446,165)
                                                                     ----------
   Total stockholders' equity (deficit)                                 165,818
                                                                     ----------
Total liabilities and stockholders' equity (deficit)                    417,944
                                                                     ==========

                 See accompanying notes to consolidated financial statements.


                                      F-3
<PAGE>

                        SIBLING ENTERTAINMENT GROUP, INC.
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                       Cumulative
                                                                                      Amounts Since
                                                                                       Inception of
                                                                                       Development
                                                                June, 30              Stage, July 1,
                                                       ---------------------------   2000 to June 30,
                                                           2005            2004            2005
                                                       -----------     -----------     -----------
<S>                                                    <C>             <C>                <C>
Revenue
       Consulting fee income                                79,500          20,250          99,750
       Executive producer fees                              16,667          33,333          50,000
                                                       -----------     -----------     -----------
Total Revenue
                                                            96,167          53,583         149,750
Expense
   General and administrative -
       Professional fees                                   202,813          12,000         272,128
       Management fees - related company                   126,712          37,520         202,232
       Other                                                53,273           6,216          80,369
   Write-off of investment in motion picture rights             --          33,400          33,400
   Production expenses                                      10,000              --          10,000
   Interest expenses                                            --              --           2,510
                                                       -----------     -----------     -----------
   Operating loss                                         (296,631)        (35,553)       (450,889)
Other Income/Expense
   Gain on forgiveness of debt                                  --          (6,960)         (6,960)
                                                       -----------     -----------     -----------
Net loss before income taxes                              (296,631)        (28,593)       (443,929)
   Taxes                                                       806             555           2,236
                                                       -----------     -----------     -----------

Net loss                                                  (297,437)        (29,148)       (446,165)
                                                       ===========     ===========     ===========

Loss per common share - basic and diluted              $     (0.03)    $        --
                                                       ===========     ===========

Weighted average number of common shares                 9,272,972       8,000,000
                                                       ===========     ===========
   Shares outstanding - basic and diluted
</TABLE>

          See accompanying notes to consolidated financial statements.


                                      F-4
<PAGE>

                        SIBLING ENTERTAINMENT GROUP, INC.
                          (A Development Stage Company)

       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
                                          Common Stock, $.001 par
                                  -----------------------------------------
                                                                                             Deficit
                                                                                           Accumulated
                                                           Additional                        During          Total
                                                             Paid-In        Accumulated    Development   Shareholders'
                                 Shares        Amount        Capital          Deficit         Stage         Equity
                               -----------  -----------    -----------      -----------    -----------   -------------
<S>                              <C>        <C>            <C>              <C>           <C>             <C>
Balance June 30, 2000            6,000,000  $     6,000    $   274,200      $  (248,300)  $        --     $    31,900
Value of services provided
by executive for office
space and management                    --           --         18,000               --            --          18,000
Net loss                                --           --             --               --       (27,600)        (27,600)
                               -----------  -----------    -----------      -----------   -----------     -----------

Balance June 30, 2001            6,000,000  $     6,000    $   292,200      $  (248,300)  $   (27,600)    $    22,300
Value of services provided
by executive for office
space and management                    --           --         18,000               --            --          18,000
Sale of common shares            2,000,000        2,000         58,000               --            --          60,000
Net loss                                --           --             --               --       (76,449)        (76,449)
                               -----------  -----------    -----------      -----------   -----------     -----------

Balance June 30, 2002            8,000,000  $     8,000    $   368,200      $  (248,300)  $  (104,049)    $    23,851
Value of services provided
by executive for office
space and management                    --           --         18,000               --              --        18,000
Net loss                                --           --             --               --         (15,531)      (15,531)
                               -----------  -----------    -----------      -----------     -----------   -----------

Balance June 30, 2003            8,000,000  $     8,000    $   386,200      $  (248,300)    $  (119,580)  $    26,320
                               -----------  -----------    -----------      -----------     -----------   -----------
Net loss                                --           --             --               --         (29,148)      (29,148)
                               -----------  -----------    -----------      -----------     -----------   -----------

Balance June 30, 2004            8,000,000  $     8,000    $   386,200      $  (248,300)    $  (148,728)  $    (2,828)
                               -----------  -----------    -----------      -----------     -----------   -----------
Value of services provided
by consultant                      375,000          375         93,375               --              --        93,750

Issuance of common shares       12,575,000       12,575        359,758               --              --       372,333
Net loss                                --           --             --               --        (297,437)     (297,437)
                               -----------  -----------    -----------      -----------     -----------   -----------

Balance June 30, 2005           20,950,000  $    20,950    $   839,333      $  (248,300)    $  (446,165)  $   165,818
                               ===========  ===========    ===========      ===========     ===========   ===========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                      F-5
<PAGE>

                        SIBLING ENTERTAINMENT GROUP, INC.
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                   Cumulative
                                                                                                     Amounts
                                                                                                      Since
                                                                                                  Inception of
                                                                                                   Development
                                                                           June 30,               Stage, July 1,
                                                                 ----------------------------     2000 to June
                                                                     2005             2004          30, 2005
                                                                 -----------      -----------      -----------
<S>                                                              <C>              <C>              <C>
Cash flows from operating activites
   Net Loss                                                      $  (297,437)     $   (29,148)     $  (446,165)
   Depreciation                                                          533               --              533
   Stock-based payment                                                93,750               --           93,750
   Increase in accounts payable                                       24,979           12,000           36,979
   Increase (Decrease) in accrued expenses and taxes payable           6,292           (1,456)           5,502
   Motion picture rights written off                                      --           33,400           33,400
   Advance from related party-forgiveness of debt                         --           (7,500)          (7,500)
   Executive services                                                     --               --           54,000
                                                                 -----------      -----------      -----------
Net cash used in operating activities                               (171,883)           7,296         (229,501)
                                                                 -----------      -----------      -----------

Cash flows from investing activities
   Purchase of computer equipment                                     (3,731)              --           (3,731)
   Investment in related company stock                              (298,217)              --         (298,217)
   Options purchased                                                 (23,500)              --          (23,500)
   Investment in productions                                         (37,500)              --          (37,500)
                                                                 -----------      -----------      -----------
Net cash used in investing activities                               (362,948)              --         (362,948)
                                                                 -----------      -----------      -----------

Cash flows from financing activities
   Advances from related companies                                                     43,701           60,701
   Loans to related company                                           (3,750)         (53,583)          (3,750)
   Due to related companies                                           22,344               --          (31,239)
   Repayment to related companies                                         --               --          (10,000)
   Proceeds from issuance of convertible debentures                  140,000               --          140,000
   Proceeds from issuance of common stocks                           372,333               --          432,333
   Proceeds from issuance of common stock subscriptions               27,500               --           27,500
                                                                 -----------      -----------      -----------
Net cash provided by (used in) financing activities                  558,427           (9,882)         615,545
                                                                 -----------      -----------      -----------

Net increase (decrease) in cash                                       23,596           (2,586)          23,096
Cash and cash equivalents, beginning of period                            --            2,586              500
                                                                 -----------      -----------      -----------
Cash and cash equivalents, end of period                         $    23,596      $        --      $    23,596
                                                                 ===========      ===========      ===========

Supplemental disclosures of cash flow information:
   Income taxes                                                  $       806      $       555
                                                                 ===========      ===========
</TABLE>

           See accompanying notes to consolidated financial statements


                                      F-6
<PAGE>

                        SIBLING ENTERTAINMENT GROUP, INC.
                          (A Development Stage Company)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

1.    ORGANIZATION AND NATURE OF OPERATIONS

      Sibling  Entertainment  Group, Inc., formerly Amici Ventures,  Inc., ("the
      Company")  was  organized in 1995.  The Company is engaged in the finance,
      development and production of  entertainment  properties  including plays,
      musicals  for  the  live  stage,   independent  feature  films  and  other
      entertainment projects as well as the management of projects including the
      management  of  entertainment  based real  estate  properties.  References
      herein  to  the  "Company,"   "we,"  "us,"  or  "our"  refers  to  Sibling
      Entertainment Group, Inc.

      The Company will seek to operate specific  divisions  through wholly owned
      subsidiaries, each of which will be focused on a particular segment of the
      entertainment industry. Each division will be developed internally as well
      as  through  acquisitions  of  production  companies  engaged  in  similar
      activities.  The primary divisions shall be aligned with key entertainment
      industries including: film production,  theatre production,  entertainment
      based real estate and music publishing and distribution.  The Company will
      seek to  coordinate  efforts  between  each  division  to provide  optimal
      development for each project.

      Each project (live entertainment,  plays,  musicals,  independent films or
      other commercial  exploitation) will be placed into a limited  partnership
      (or other  entity)  sponsored  and managed by the  Company,  and  financed
      through the sale of limited interests therein to high net worth investors,
      corporate  sponsors of the arts,  theatre owners,  strategic  partners and
      other  supporters  of the theater  developed  by certain of  officers  and
      directors of the Company during their careers. The origination, management
      and  administrative  fees the Company charges each project,  together with
      payment of royalties and distributions of profits from retained interests,
      is intended to be the primary source of revenues.

      The Company re-entered the development stage on July 1, 2000 since shortly
      after the  discontinuance of the business of development and production of
      theatrical  entertainment products. The Company has been primarily engaged
      in developing  markets,  initially for its film library  through  October,
      2003,  and   subsequently  to  executive   management  and  consulting  in
      theatrical productions and film development projects.

      CONTROL BY PRINCIPAL STOCKHOLDERS

      The directors, executive officers and their affiliates or related parties,
      own beneficially and in the aggregate, the majority of the voting power of
      the outstanding  shares of our common stock.  Accordingly,  the directors,
      executive  officers  and their  affiliates,  if they  voted  their  shares
      uniformly,  would  have  the  ability  to  control  the  approval  of most
      corporate  actions,  including  increasing the authorized capital stock of
      the Company and the dissolution, merger or sale of the Company's assets or
      business.


                                      F-7
<PAGE>

                        SIBLING ENTERTAINMENT GROUP, INC.
                          (A Development Stage Company)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

      GOING CONCERN

      As shown in the consolidated financial statements, the accumulated deficit
      and deficit  accumulated during the development stage amounted to $248,300
      and $446,165, respectively at June 30, 2005. The Company experienced a net
      loss of  $297,437,  $29,148 and $446,165 for the years ended June 30, 2005
      and 2004 and from  July 1,  2000  (date of  inception)  to June 30,  2005,
      respectively.  The Company will need  additional  resources to finance its
      future operations,  including compliance with SEC reporting  requirements.
      Management is actively  seeking to raise  additional  capital  through the
      sale of both  debentures  and common  stock.  The results of these ongoing
      activities to date are described in Note #11, Subsequent Events.  However,
      no assurance  can be given that the Company will continue to be successful
      in its financing activities.

      The accompanying  financial statements do not include any adjustments that
      might  result  from the  eventual  outcome of the risks and  uncertainties
      described above.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      PRINCIPLES OF CONSOLIDATION

      The consolidated  financial statements include the accounts of the Company
      and its wholly-owned subsidiaries, Sibling Pictures, Inc. ("SPI") and Reel
      Love Production,  Inc.  ("RLPI") for the period from June 18, 2005 to June
      30, 2005 All significant  intercompany accounts and transactions have been
      eliminated in consolidation.

      REVENUE RECOGNITION

      The Company recognizes revenue form the sale of its services in accordance
      with the U.S. Securities and Exchange  Commission's (SEC) Staff Accounting
      Bulletin No. 101, Revenue Recognition in Financial Statements.  In SAB No.
      101, the SEC  expressed  its view that revenue was  realizable  and earned
      when the following  four criteria were met (1)  persuasive  evidence of an
      arrangement  exists;  (2)  delivery  has  occurred  and title  has  passed
      according to the sale terms;  (3) the seller's price to the buyer is fixed
      or determinable; and (4) collectibility is reasonably assured.

      For consulting,  management and administrative  services performed, or for
      the sale of independent  feature films, the Company recognizes revenue for
      those  services  and/or events upon rendering of consulting and management
      services  on a  monthly  basis,  or upon  completion  of  funding  or upon
      distribution of films to distributors.

      USE OF ESTIMATES

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


                                      F-8
<PAGE>

                        SIBLING ENTERTAINMENT GROUP, INC.
                          (A Development Stage Company)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      SIGNIFICANT ESTIMATES

      Several areas require management's estimates relating to uncertainties for
      which it is reasonably  possible  that there will be a material  change in
      the  near  term.  The  more   significant   areas  requiring  the  use  of
      management's  estimates  relate  to the valuation of motion picture rights
      acquired by the  Company and the  valuation  of donated  office  space and
      services from an executive.

      FINANCIAL INSTRUMENTS

      The  following  disclosure  of  the  estimated  fair  value  of  financial
      instruments is made in accordance  with the  requirements  of SFAS No. 107
      "Disclosures about the Estimated Fair Value of Financial Instruments." The
      estimated  fair  amount  has been  determined  by using  available  market
      information  and  valuation  methodologies  as described  below.  However,
      considerable  judgment is required in interpreting  market data to develop
      the estimates of fair value.  Accordingly,  the estimates presented herein
      are not  necessarily  indicative  of the amounts  that the  Company  could
      realize  in a  current  market  exchange.  The  use  of  different  market
      assumptions and/or estimation  methodologies may have a material effect on
      the estimated fair market value amounts.

      The estimated  fair values of the Company's  financial  instruments  as of
      June 30, 2005, approximated their carrying amounts.

      Cash  and  cash   equivalents,   due  to  related  companies  and  accrued
      liabilities  are  reflected  in the  balance  sheet at fair  market  value
      because of the short-term maturity of these instruments.

      CASH AND CASH EQUIVALENTS

      The Company  considers  all highly liquid  investments  with a maturity of
      three months or less as cash equivalents.

      INCOME TAXES

      The  Company  accounts  for income  taxes  under  Statement  of  Financial
      Accounting   Standards  No.  109  "Accounting  for  Income  Taxes".  Under
      Statement  No. 109, the asset and  liability  method is used in accounting
      for income taxes.  Deferred taxes are recognized for temporary differences
      between the basis of assets and  liabilities  for financial  statement and
      income tax purposes.  The temporary  differences  relate  primarily to net
      operating loss carry forwards. The deferred taxes represent the future tax
      return consequences of those differences,  which will either be taxable or
      deductible  when the assets and  liabilities  are  recovered  or  settled.
      Valuation allowances are established,  when necessary,  to reduce deferred
      tax assets to the amount expected to be realized. Income tax expenses were
      $806,  $555 and $2,236 for the years ended June 30, 2005 and 2004 and from
      July 1, 2000 (date of inception) to June 30, 2005, respectively.

      STOCK-BASED COMPENSATION

      The Company  accounts for  stock-based  compensation  using the  Financial
      Accounting  Standards Board,  Statement of Financial  Accounting Standards
      No. 123,  "Accounting for Stock-Based  Compensation"  ("SFAS 123").  Under
      SFAS 123,  companies are  encouraged to adopt a fair value based method of
      accounting for stock compensation awards.


                                      F-9
<PAGE>

                        SIBLING ENTERTAINMENT GROUP, INC.
                          (A Development Stage Company)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

      This method requires the Company to account for these  transactions  based
      on the fair value of the  consideration  received or the fair value of the
      equity instruments issued, whichever is more reliably measured.

      The Company  entered into two agreements with Var Growth  Corporation,  on
      November 4, 2004 and November 23, 2004,  to provide a variety of corporate
      services  including  introducing  the  Company  to third  party  marketing
      companies,  investment  bankers and other  corporate  promotion  companies
      including  IceColdStock.com in exchange for restricted Common Stock in the
      aggregate  of 375,000  shares.  The issued  shares  cover the  contractual
      periods of July 1, 2004 to June 30, 2005 for 350,000 shares and October 1,
      2004 to September 30, 2005 for 25,000 shares,  respectively.  The expenses
      were recorded as compensation for services at the fair market value on the
      dates of  issuance  at the  price of $0.25  per  share,  or  $6,250 in the
      aggregate  for the  contract  dated  November  4,  2004 for the  period of
      October 1, 2004 to September 30, 2005 and $87,500 in the aggregate for the
      contract  dated  November  23, 2004 for the period of July 1, 2004 to June
      30, 2005.

      NET LOSS PER SHARE

      Basic loss per common share  ("LPS") is calculated by dividing net loss by
      the  weighted  average  number of common  shares  outstanding  during  the
      period.  Diluted earnings per common share are calculated by adjusting the
      weighted  average   outstanding   shares,   assuming   conversion  of  all
      potentially  dilutive  stock  options.  The  Company  has not  issued  any
      potentially  dilutive common shares. The numerator and denominator used in
      the basic and diluted net loss per share of common stock  computations are
      presented in the following table:

                                                              June 30,
                                                              --------
                                                        2005           2004
                                                        ----           ----

      NUMERATOR FOR BASIC AND DILUTED LPS
           Net loss to common shareholders           $  (297,437)   $   (29,148)
                                                     ===========    ===========

      DENOMINATOR FOR BASIC AND DILUTED LPS
           Weighted average shares of common stock
             outstanding                               9,272,972      8,000,000
                                                     ===========    ===========

      LPS - Basic and diluted                        $      (.03)   $      (.00)
                                                     ===========    ===========

      The  Company  recognized  a  cumulative  net loss since  inception  of the
      development stage of $446,165.

      CONCENTRATION OF CREDIT AND BUSINESS RISK

      The   concentration  of  100%  of  the  Company's   revenues  and  related
      receivables  as of and for the year ended June 30, 2005 being from related
      companies,  as described below in "Due from Related Parties",  exposes the
      Company to a relatively  greater  degree of risk of loss than would be the
      case with greater customer diversification.


                                      F-10
<PAGE>

                        SIBLING ENTERTAINMENT GROUP, INC.
                          (A Development Stage Company)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

3.    RELATED PARTY TRANSACTIONS

      SHARE EXCHANGE AGREEMENT

      On June 17, 2005, the Company entered into a share exchange agreement with
      SPI and all of the  shareholders  of SPI,  where  the  Company  agreed  to
      acquire all of the issued and outstanding  shares of SPI in  consideration
      of the  issuance of an  aggregate of  10,785,000  shares of the  Company's
      common  stock on a basis of 60,000  Company  shares  for each share of SPI
      issued and outstanding on June 17, 2005. SPI is engaged in the acquisition
      of  rights  to,  and  development  of,  feature  films  as an  independent
      producer.  As a  result  of this  transaction,  SEI  gained  an  ownership
      interest of 28.64% in the Company.

      DUE FROM RELATED PARTIES

      Since April 1, 2004, the Company provides  consulting  services to another
      related company,  the New Denver Civic Theatre,  Inc.,  ("DCT") a Colorado
      not-for-profit  corporation.  Under the  agreement,  DCT  compensates  the
      Company  $6,600 per month for  services as booking  agent for the theatre,
      marketing services for the theatre's alternative uses, general services in
      the management of the theatre, the services of Executive Director James S.
      Cardwell  and  consulting  services of a non-profit  theatre.  The Company
      recognized revenue for these services in the amount of $79,500 and $20,250
      for the years ended June 30, 2005 and 2004, respectively, and a cumulative
      amount since inception of development stage of $99,750.

      The Company had a balance of $26,400 and $53,583 due from related  parties
      at June 30, 2005 and 2004, respectively.

      Mitchell Maxwell,  Victoria Maxwell,  James Cardwell and Richard Bernstein
      are Directors of SEGI and DCT. Richard  Bernstein is the President of DCT.
      James  Cardwell is  Executive  Director  of DCT and CFO of SEGI.  Mitchell
      Maxwell  and  Victoria   Maxwell  are   President   and  Vice   President,
      respectively, of SEGI.

      DUE TO RELATED PARTIES

      At June 30,  2005,  the  Company had $6,293 due to SEI, an entity with the
      same  management  and  directors as the Company,  for legal fees and audit
      fees SEI had paid on the Company's behalf in the first and second quarters
      of the year ended June 30, 2005. This amount was paid to SEI in full prior
      to the date of the filing of this report.

      Since  October,  2004,  the Company has an  agreement  with SEI for office
      space, related utilities,  shipping and management services.  On April 13,
      2005 the Company agreed to amend its consulting agreement with SEI whereby
      management  fees  increased  from  $7,761 per month to  $21,800  per month
      beginning  April 1, 2005. For the year ended June 30, 2005,  these charges
      totaled $139,459: rent of $9,675, utilities of $2,862, postage of $210 and
      management  services of $126,712.  For the year ended June 30, 2004, these
      charges  totaled  $43,701:  rent  of  $4,590,   utilities  of  $1,591  and
      management  services  of  $37,520.  As of  June  30,  2005  there  were no
      outstanding  payables  due to  SEI  for  rent,  utilities  and  management
      services.

      The Company  recognized a total of $40,645 due to SEI at June 30, 2005 for
      expenses  that SEI paid on the  Company's  behalf:  $14,656  in legal fees
      incurred by SPI, $21,000 in option payments for the rights to


                                      F-11
<PAGE>

                        SIBLING ENTERTAINMENT GROUP, INC.
                          (A Development Stage Company)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

      produce the film "Reel Love",  $3,206 for office expenses incurred by Reel
      Love Productions, Inc. ("RLP") and $1,783 advanced to SEI.

      TRANSFER OF SECURITIES OF REEL LOVE ON FILM LLC AND MANAGING MEMBER

      On June 1, 2005, SPI entered into an agreement with SEI to transfer all of
      the issued and  outstanding  shares and  interest in Reel Love on Film LLC
      and its managing member,  Reel Love Productions,  Inc., from SEI to SPI, a
      wholly owned subsidiary of SEI at the time of the agreement.

      PURCHASE / ASSIGNMENT OF THEATRICAL PRODUCTION

      On June 11,  2005 the  Company  entered  into an  agreement  to pay thirty
      thousand  ($30,000)  dollars to SEI and SEI agreed to assign fifteen (15%)
      percent of the Adjusted Net Profits of Solace LLC (owner of the theatrical
      production  "Once Around The Sun"  ("OATS"))  as defined by the  Operating
      Agreement  for Solace LLC for the  Off-Broadway  production of the musical
      OATS.  OATS  profits are paid from SEI's share of Adjusted  Net profits it
      receives as Managing Member of Solace LLC. The Company paid this amount to
      SEI in full on June 13, 2005.

4.    LOAN RECEIVABLE

      As of June 30, 2005,  the  theatrical  production  "Newsical  the Musical"
      ("Newsical") was indebted to the Company in the amount of $3,750 for money
      the Company had loaned to the production for  operational  expenses during
      its run at the DCT.

5.    INVESTMENT IN RELATED COMPANY STOCK

      On October 15, 2004,  the Company signed an agreement with SEI whereby the
      Company would be allowed to acquire a maximum of 700,000  shares of common
      stock in SEI over a six month period ("Investment  Period") at the rate of
      $0.50 per share. Under the agreement, stock certificates will be issued at
      the end of each calendar quarter rounded to the nearest $10,000, or 20,000
      Shares.  There is no minimum amount  required to be invested.  The Company
      may  advance  and make  payment at any amount  during any time  during the
      Investment  Period.  On April 14, 2005, the Company signed an agreement to
      extend this agreement for an additional 6 months. As of June 30, 2005, the
      Company had invested an aggregate of $300,000 and received  600,000 shares
      of common  stock at $0.50 per share.  As of June 30, 2005 SEGI held a 3.4%
      interest in SEI.


                                      F-12
<PAGE>

                        SIBLING ENTERTAINMENT GROUP, INC.
                          (A Development Stage Company)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

6.    INVESTMENT IN OPTIONS AND RIGHTS

      The Company periodically invests in theatrical and film productions in the
      form of literary options for either live-stage  performance  rights,  film
      rights and other ancillary rights, as well as direct  investments in third
      party limited  partnerships  and/or limited liability companies engaged in
      the  development  and  production  of   entertainment   projects.   Direct
      investments in productions may represent  minority limited  interests with
      limited  or  no  further  responsibility  by  the  Company.  Most  limited
      investments do not provide any right to resale,  but may provide the right
      to refund if the project is not fully  developed or  capitalized.  Certain
      options or larger  investments  may provide the  Company  with  additional
      rights  including  the right to be the owner or co-owner of a project,  or
      the general  partner or managing member of the related  investment  entity
      with the ability to make key decisions  regarding the future  development,
      production and disposition of an entertainment  project or the production.
      Management  reviews the Company's  investment  portfolio  periodically  to
      evaluate its fair value. For the year ended June 30, 2005, the Company has
      invested a total of $61,000 in five  productions.  The Company reviews its
      investments  on a  quarterly  and annual  basis.  Management  reviews  the
      investments  in companies  and  productions  to ensure that the  Company's
      financials reflect all investments at the appropriate value.

7.    OTHER LIABILITIES TO BE SETTLED IN STOCK

      As of June 30, 2005,  monies for purchases of common stock of $27,500 were
      received by the Company  entitling,  upon  accreditation and completion of
      subscription agreements,  two investors to purchase shares of common stock
      at $0.25 per share.  It is expected that these two investors will invest a
      total of $52,500,  entitling  them to a total of 52,500  units (or 210,000
      shares).  Included with the related issuances will be 52,500 warrant units
      entitling  the  investors  to  purchase  at $0.50 per share an  additional
      52,500 shares. Upon accreditation,  if these investors should exercise all
      of its warrants, it would own a total of 262,500 shares.

8.    LONG TERM LIABILITIES - CONVERTIBLE DEBENTURES

      The Company has offered for sale an aggregate principal amount of $300,000
      of convertible  debentures at par. The  debentures  will be convertible at
      the option of the holder,  into the Company's common stock at a conversion
      price of $0.25 per share.  These  convertible  debentures  mature 180 days
      from the date of issuance.  If prior to the maturity  date,  the Company's
      common  stock  is  traded  in  a  public   market,   the   debentures  are
      automatically  convertible to shares of common stock. If upon the maturity
      date the  Company's  common  stock is not quoted  for  trading in a public
      market,  then the debenture shall be due and repayment of the principal to
      the holder shall be made at 2% of the principal each week or approximately
      8% of the principal each month in accordance to the terms set forth within
      the debenture agreement.

      As of June 30, 2005,  an aggregate  principal  amount of $140,000 has been
      issued in  convertible  debentures,  entitling  the  holders to convert to
      560,000 shares of the Company's common stock.

      The Company  signed  extension  agreements  with all debenture  holders to
      extend the maturity date of the  subscription  agreement and the debenture
      agreement to August 1, 2005. Therefore,  as of June 30, 2005, $136,000 has
      been included in current portion of long term liabilities. Maturity of the
      remaining  balance of $4,000 will be due in the subsequent 12 month period
      ended June 30, 2007.


                                      F-13
<PAGE>

                        SIBLING ENTERTAINMENT GROUP, INC.
                          (A Development Stage Company)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

9.    COMMON STOCK ISSUANCES

      On July 2, 2004, the Company commenced an offering to sell up to a maximum
      of  1,500,000  units  ("Unit(s)").  The price of each unit is one  ($1.00)
      dollar for a total  aggregate  principal  amount of $1,500,000.  Each Unit
      sold shall include four (4) shares of its common  stock,  par value $0.001
      per share and one (1) Series A-1  Warrant.  Accordingly,  the Company will
      issue a maximum of 6,000,000  shares of its common stock to the  investors
      who are purchasing common stock in this transaction.  This is a no minimum
      offering.  During the year ended June 30,  2005,  an  aggregate  principal
      amount of $382,500 comprising 382,500 units (or 1,530,000 shares) was sold
      under this offering and an aggregate amount of $70,000 (or 260,000 shares)
      was sold prior to the "Series A-1"  offering,  with no warrants  attached.
      Included with the related "Series A-1" issuances are 382,500 warrant units
      entitling  the  investors  to  purchase  at $0.50 per share an  additional
      382,500 shares.

10.   DEFERRED INCOME TAXES

      The Company has a loss carryforward of approximately  $206,000 at June 30,
      2005 which may be offset against future taxable income.  However, due to a
      change in control of the Company in October  2003,  the  deductibility  of
      these losses is subject to IRS Sec. 382 limitation.  Under the limitation,
      the maximum  annual  amount  which may be offset  against  future  taxable
      income is limited to $4,260 and the carryforward  loss expires in the year
      2023.  In  addition,  at June 30,  2005,  the Company  has a capital  loss
      carryover for income tax purposes of $284,000 which may be applied against
      taxable capital gains in future years.  Due to the  uncertainty  regarding
      the success of the future  operations and the  limitation,  management has
      not recorded a deferred tax asset.

11.   SUBSEQUENT EVENTS

      COMMON STOCK ISSUANCES & STOCK COMPENSATION

      Since June 30, 2005,  we have issued an  aggregate of 2,600,000  shares of
      common stock for a total of $392,500. Included in these issuances, we have
      issued 392,500 warrants  entitling the investors to an additional  392,500
      shares in the aggregate. Also included in these issuances, the Company has
      entered into an agreement with Var Growth  Corporation,  on July 18, 2005,
      to provide a variety  of  corporate  services  including  introducing  the
      Company to third party marketing  companies,  investment bankers and other
      corporate  promotion  companies in exchange for restricted Common Stock in
      the aggregate of 350,000  shares.  The issued shares cover the contractual
      period of July 1, 2005 until June 30,  2006.  The expense was  recorded as
      compensation  for  services  at the  fair  market  value  on the  dates of
      issuance at the price of $0.25 per share, or $87,500 in the aggregate.

      EXERCISE OF CONVERTIBLE DEBENTURES

      As of September 23, 2005, the Company has entered into agreements with all
      debenture holders to convert the outstanding  principal amount and accrued
      and unpaid  interest  of all  convertible  debentures  into  common  stock
      ($0.001  par value) of the  Company,  at a  conversion  price of $0.25 per
      share.  The  conversion  of all  debentures  to common stock results in an
      aggregate issuance of 560,000 shares.

      CHANGES TO RELATED PARTY AGREEMENTS

      Beginning July 1, 2005, the Company has agreed to take  responsibility for
      the rent and  utility  charges  for the  shared  offices  at 511 West 25th
      Street,  Suite 503, NY, NY 10001. As such, SEI shall reimburse the Company
      approximately $538 per month for its share of rent and utilities.  On July
      28, 2005 the Company  agreed to amend the  consulting  agreement  with SEI
      whereby management fees paid to SEI shall


                                      F-14
<PAGE>

                        SIBLING ENTERTAINMENT GROUP, INC.
                          (A Development Stage Company)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

      decrease to $12,800 per month,  beginning  July 1, 2005, due to the change
      in employment of all employees from SEI to the Company.

      On July 1,  2005,  the  Company  increased  its  fees  charged  to DCT for
      consulting and management  services to $6,900 for the month of July and to
      $8,775  per  month  beginning  August  1,  2005  due  to the  transfer  of
      employment of Richard Bernstein from DCT to the Company.

      INVESTMENT IN RELATED COMPANY STOCK

      On August 31, 2005 the Company signed a subscription agreement to purchase
      100,000 shares of SEI pursuant to the agreement signed October 15, 2004 to
      acquire  a maximum  of  700,000  shares of common  stock in SEI over a six
      month  period  ("Investment  Period") at the rate of $0.50 per share.  The
      aggregate investment for this purchase was $50,000. The completion of this
      purchase marks maximum of 700,000 shares the Company may purchase.

      ASSIGNMENT OF OPTION TO PURCHASE REAL ESTATE

      On March  17,  2004,  the DCT sold all of its real  estate,  property  and
      equipment in the DCT Complex to Zbigniew  Mania  ("Mania") and at the same
      time, 721 Santa Fe Realty Company,  LLC ("SFR")(a  wholly owned subsidiary
      of SEI) entered  into a 49-year  lease with Mania for the DCT Complex with
      an option to repurchase  the DCT Complex at anytime during the term of the
      lease beginning one year after the purchase date, or March 17, 2005 during
      the term of the lease for $1,465 million  dollars on or before midnight on
      January 1, 2053.

      On July 7, 2005,  the  Company  entered  into an  agreement  to pay twenty
      thousand  ($20,000) dollars to SEI and fifteen thousand  ($15,000) dollars
      within thirty (30) days of this  agreement to the DCT to cause SFR and DCT
      to assign its right to purchase the real estate,  equipment,  improvements
      and other property known as the Denver Civic Theatre Complex.

      WRITE-OFF OF LOAN RECEIVABLE

      In July of 2005, the theatrical  production  "Newsical the Musical" closed
      the show.  The ability of the  production to repay the loan ended with the
      closing of the show.  Therefore,  the  Company  wrote-off  the $3,750 loan
      issued to the production in July of 2005.

      OTHER LIABILITIES TO BE SETTLED IN STOCK

      At June 30,  2005 the  Company  recognized  $27,500 in  liabilities  to be
      settled  in  stock   subscriptions  with  two  subscribers.   This  amount
      represents two expected stock  subscriptions  between two  subscribers for
      $2,500 and $50,000.  Therefore,  at June 30, 2005 the Company  expected to
      receive an additional $25,000 from one subscriber. On August 16, 2005, the
      Company  received  the  expected  $25,000  and had signed and  completed a
      subscription agreement for the $50,000 investment. On October 21, 2005 the
      Company  and  subscriber  signed and  completed  the  $2,500  subscription
      agreement.


                                      F-15
<PAGE>

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

On May 12, 2005 we engaged Rosenberg Rich Baker Berman & Company, P.A. ("RRBB")
as the principal accountant to review the Company's financial statements for the
quarter ended March 31, 2005 and audit the year ending June 30, 2005 and to
audit SPI for the year ended June 30, 2004 and for the nine months ended March
31, 2005. During the two years previous to the earliest period provided above,
and any subsequent period, we did not consult RRBB regarding any of the items
detailed in Regulation S-B 304(a)(2).

ITEM 8A. CONTROLS AND PROCEDURES

A. Evaluation of Disclosure Controls and Procedures:

Disclosure controls and procedures are designed to ensure that information
required to be disclosed in the reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported, within the time period
specified in the SEC's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in the reports filed under the Exchange Act
is accumulated and communicated to management, including the President and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure. As of the end of the period covered by this report, we carried out
an evaluation, under the supervision and with the participation of our
management, including our President and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based upon and as of the date of that evaluation, the President and
Chief Financial Officer concluded that our disclosure controls and procedures
are effective to ensure that information required to be disclosed in the reports
we file and submit under the Exchange Act is recorded, processed, summarized and
reported as and when required.

B. Changes in Internal Control over Financial Reporting:

There were no changes in our internal control over financial reporting
identified in connection with our evaluation of these controls as of the end of
the period covered by this report that could have significantly affected those
controls subsequent to the date of the evaluation referred to in the previous
paragraph, including any correction action with regard to significant
deficiencies and material weakness.

ITEM 8B. OTHER INFORMATION

Subsequent Events

Issuance of Common Stock

Since June 30, 2005, we have issued an aggregate of 2,600,000 shares of common
stock for a total of $392,500. Included in these issuances, we have issued
392,500 warrants entitling the investors to an additional 392,500 shares in the
aggregate. Further, the conversion of all convertible debentures contributed to
issuances of a total of 560,000 shares. Also included in these issuances, the
Company has entered into an agreement with Var Growth Corporation, on July 18,
2005, to provide a variety of corporate services including introducing the
Company to third party marketing companies, investment bankers and other
corporate promotion companies including IceColdStock.com in exchange for
restricted Common Stock in the aggregate of 350,000 shares. The issued shares
cover the contractual period of July 1, 2005 until June 30. 2006. The expense
was recorded as compensation for services at the fair market value on the dates
of issuance at the price of $0.25 per share, or $87,500 in the aggregate.


                                       17
<PAGE>

Exercise of Convertible Debentures

As of September 23, 2005, the Company has entered into agreements with all
debenture holders to convert the outstanding principal amount and accrued and
unpaid interest of all convertible debentures into common stock ($0.001 par
value) of the Company, at a conversion price of $0.25 per share. The conversion
of all debentures to common stock results in an aggregate issuance of 560,000
shares.

Changes to Related Party Agreements

Beginning July 1, 2005, the Company has agreed to take responsibility for the
rent and utility charges for the shared offices at 511 West 25th Street, Suite
503, NY, NY 10001. As such, SEI shall reimburse the Company approximately $538
per month for its share of rent and utilities. On July 28, 2005 the Company
agreed to amend the consulting agreement with SEI whereby management fees paid
to SEI shall decrease to $12,800 per month, beginning July 1, 2005, due to the
change in employment of all employees from SEI to the Company.

Investment in Related Company Stock

On August 31, 2005 the Company signed a subscription agreement to purchase
100,000 shares of SEI pursuant to the agreement signed October 15, 2004 to
acquire a maximum of 700,000 shares of common stock in SEI over a six month
period ("Investment Period") at the rate of $0.50 per share. The aggregate
investment for this purchase was $50,000. The completion of this purchase marks
maximum of 700,000 shares the Company may purchase.

Theatrical Options Purchased

The Company periodically invests in theatrical and film productions in the form
of literary options for either live-stage performance rights, film rights and
other ancillary rights, as well as direct investments in third party limited
partnerships and/or limited liability companies engaged in the development and
production of entertainment projects. Direct investments in productions may
represent a minority limited interests with limited or no further responsibility
by the Company. Most limited investments do not provide any right to resale, but
may provide the right to refund if the project is not fully developed or
capitalized. Certain options or larger investments may provide the Company with
additional rights including the right to be the owner or co-owner of a project,
or the general partner or managing member of the related investment entity with
the ability to make key decisions regarding the future development, production
and disposition of an entertainment project or the production. Management
reviews the Company's investment portfolio periodically to evaluate its fair
value. On August 23, 2005 the Company purchased an option to extend its right to
produce the independent film "Reel Love" for $2,500.

Assignment of Option to Purchase Real Estate

On March 17, 2004, the DCT sold all of its real estate, property and equipment
in the DCT Complex to Zbigniew Mania ("Mania") and at the same time, Santa Fe
Realty entered into a 49-year lease with Mania for the DCT Complex with an
option to repurchase the DCT Complex at anytime during the term of the lease
beginning one year after the purchase date, or March 17, 2005 during the term of
the lease for $1,465 million dollars on or before midnight on January 1, 2053.

On July 7, 2005, the Company entered into an agreement to pay twenty thousand
($20,000) dollars to SEI and fifteen thousand ($15,000) dollars within thirty
(30) days of this agreement to the DCT to cause its wholly owned subsidiary, 721
Santa Fe Realty ("SFR") and DCT to assign its right to purchase the real estate,
equipment, improvements and other property known as the Denver Civic Theatre
Complex.

Write-off of Loan Receivable

In July of 2005, the theatrical production "Newsical the Musical" closed the
show. The ability of the production to repay the loan ended with the closing of
the show. Therefore, the Company wrote-off the $3,750 loan issued to the
production in July of 2005.


                                       18
<PAGE>

PART III

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

(a.) Identify Directors and Executive Officers

For the years ended June 30, 2004 and 2005 we had executive officers as follows:

<TABLE>
<CAPTION>
Name                   Age    Positions held with the Company                       Since
---------              ---    -------------------------------                       -----
<S>                    <C>    <C>                                                   <C>
Mitchell Maxwell       53     President, Chief Executive Officer And Director       2003
Victoria Maxwell       42     Vice President And Director                           2003
James S. Cardwell      45     Chief Financial Officer And Director                  2003
Richard Bernstein      52     Director                                              2005
</TABLE>

The background of our executive officers are as follows:

Mitchell Maxwell

Mitchell Maxwell has been involved in the entertainment business for over
twenty-five years and has produced seven Broadway shows, twenty-seven
Off-Broadway shows, four national tours, three West End shows and five
independent films. He has built five entertainment companies, owned and operated
two successful New York City restaurants, owned and operated three Off-Broadway
theatres, and recently joined the board of directors of the DCT, while being
instrumental in its re-birth. He currently serves as President of SEI and as
Chairman of the DCT in Denver, Colorado.

His productions have been honored with nominations for 10 Tony Awards, 6 Olivier
Awards, 15 Outer Critics Circle Awards, 9 Drama Desk Awards and 3 Obie Awards.
They have won the Tony, Drama Desk, Outer Critics Circle, and Obie Awards, as
well as the 2000 Pulitzer Prize for Drama. Currently, his Company, SEI, is one
of the producers of "Brooklyn" which ran on Broadway in 2004.

Mr. Maxwell is a graduate of Tufts University where he is currently an adjunct
professor.

Victoria Maxwell

Victoria Maxwell has been involved in the entertainment business for twenty
years. As producer of numerous theatre and film projects, she has worked with an
elite roster of including Matthew Arkin, Christine Baranski, Ellen Barkin, Betty
Comden, Dana Delany, Olympia Dukakis, Ron Eldard, Lisa Emery, Corey Feldman,
James Gandolfini, Victor Garber, Adolph Green, Robert Klein, Nathan Lane,
Anthony LaPaglia, Jerry Lewis, Donald Margulies, Penny Marshall, Rob Marshall,
Jerry Mitchell, Rob Morrow, Kevin Nealon, Bebe Neuwirth, Jack O'Brien, Sarah
Jessica Parker, Faith Prince, Paul Rudnick, Budd Schulberg, Patrick Stewart,
Daniel Sullivan, Steven Weber and Sigourney Weaver.

Her productions have been honored with nominations for Tony Awards, Olivier
Awards, Outer Critics Circle Awards, Drama Desk Awards and Obie Awards. Her
shows have won the Tony, Drama Desk, Outer Critics Circle, and Obie Awards as
well as the 2000 Pulitzer Prize for Drama.

Ms. Maxwell produced a controversial, groundbreaking independent film that broke
box office records, she was an executive producer for cast albums for five of
her projects and she co-founded three entertainment companies. Many projects are
the result of creative and business collaboration with her brother, Mitchell
Maxwell - and since 2001, as co-founder and Vice President of Sibling
Entertainment, Inc. Currently, she is also on the Advisory Board of the WET
Theatre Company, is the Creative Consultant for the Stamford Center for the Arts
and a member of the Board of Directors of the DCT.

James S. Cardwell

Since 2002, James "Jay" Cardwell has been the Chief Financial Officer of Sibling
Entertainment, Inc. He is also the Executive Director and Board Member of The
Denver Civic Theatre, Inc. Before joining SEI, Cardwell was the Deputy Director
(1999-2001) of the National Jazz Museum in Harlem (NJMiH, a new Smithsonian
Institution Affiliate). At NJMiH, he was in charge of developing all master
business plans, including real estate development, feasibility studies,
marketing, financial development of its new museum.


                                       19
<PAGE>

In 1985, James Cardwell launched his theatrical career as the Associate Producer
of the original production of the musical NUNSENSE that ran over 14 years in New
York. Some of his other theatrical credits include the critically acclaimed
musical The Last Session and Monsoon Christmas (a NAACP Image Award recipient).

Previously, Mr. Cardwell was a consultant to Denstu, Inc., providing consulting
services to their interest in the theatrical industry.

Prior to his theatrical career Mr. Cardwell was a senior CPA consultant
(1981-1984) with Arthur Andersen & Co. in St. Louis.

(b.) Identify Significant Employees

James Cardwell acts as our Chief Financial Officer (reference Item 9, Section
(a) "Identify Directors and Executive Officers"). Victoria Maxwell acts as our
Vice President and Secretary (reference Item 9, Section (a) "Identify Directors
and Executive Officers").

(c.) Family Relationships

Mitchell Maxwell and Victoria Maxwell are siblings, and have been business
partners in the film and theatre industries for years. Each of our directors and
officers shall serve for a term of one year or until his successor is duly
elected and qualified.

(d.) Involvement in Certain Legal Proceedings

During the past five years, none of our directors, executive officers, promoters
or control persons have been:

      (a)   the subject of any bankruptcy petition filed by or against any
            business of which such person was a general partner or executive
            officer either at the time of the bankruptcy or within two years
            prior to that time;

      (b)   convicted in a criminal proceeding or is subject to a pending
            criminal proceeding (excluding traffic violations and other minor
            offenses);

      (c)   subject to any order, judgment, or decree, not subsequently
            reversed, suspended or vacated, of any court of competent
            jurisdiction, permanently or temporarily enjoining, barring,
            suspending or otherwise limiting his involvement in any type of
            business, securities or banking activities; or

      (d)   found by a court of competent jurisdiction (in a civil action), the
            Commission or the Commodity Futures Trading Commission to have
            violated a federal or state securities or commodities law.

ITEM 10. EXECUTIVE COMPENSATION

Our executive officers did not receive compensation from us during the fiscal
years ended June 30, 2005, 2004, and 2003. There are no employment contracts or
agreements between us and our officers. We do not have any employee stock option
or other incentive plans. We do not have any compensatory plan or arrangement
which will result from the resignation, retirement or other termination of
employment of any directors or executive officers or from a change of our
control, or a change in any of their responsibilities following a change of
control.


                                       20
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

As of June 30, 2005, we did not have any compensation plans (including
compensation arrangements) under which our equity securities are authorized for
issuance.

As of the time of this filing, the beneficial ownership of common stock of each
person known to us who owns more than 5% of our issued and outstanding common
stock and of our directors and executive officers is as follows:

Name and address of                        Amount and Nature          Percent of
Beneficial Owner                           of Beneficial Ownership    Class
-------------------                        -----------------------    -----

Richard Bernstein*                                  640,418             2.72%
927 7th Avenue
Denver, CO 80204

James S. Cardwell**                               1,060,000             4.50%
17 East 126th  Street, apt #4
NY, NY 10035

Victoria Maxwell                                  2,208,994             9.38%
202 East 21st Street, Apt 2B
New York, NY 10010

Sibling Entertainment, Inc.                       6,000,000            25.48%
511 W 25th Street, Ste 503
New York, NY 10001

Stan Tynski                                       1,739,334             7.39%
10200 East Girard Ave., Bldg. C, Ste 250
Denver, CO 80231

Zachwell, Ltd.***                                 2,220,000             9.43%
511 W 25th Street, Ste 503
New York, NY 10001

All directors, executive officers
and significant employees as a
group (2 people)                                  6,129,412            26.03%

----------

*     Richard Bernstein is a Director of Sibling Entertainment Group, Inc.

**    James S. Cardwell is CFO of Sibling Entertainment Group, Inc.

***   Mitchell Maxwell, CEO of Sibling Entertainment Group, Inc. is the owner of
      Zachwell, Ltd.

We do not have any compensation plans (including compensation arrangements)
under which our equity securities are authorized for issuance.


                                       21
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as set forth below, there have been no transactions during the last two
years, or proposed transactions, to which we were or are to be a party in which
any of our directors, executive officers, any 5% shareholder listed in Item 11
or any member of the immediate family of any of these persons had a material
interest. We do not have a parent company.

Mr. Sierchio is a partner of the firm Sierchio, Greco and Greco PC, our legal
counsel. We believe that the cost of the services provided by Mr. Sierchio are
comparable to, or less than, the fees that we would have to pay to unrelated
third parties providing similar services.

In October 2003, we entered into to an agreement with SEI, a New York
corporation of which Victoria Maxwell is a controlling stockholder, whereby SEI
in exchange for a monthly fee from us, agreed to: (1) permit us to use of SEI's
offices and related use of phone, fax machines, computers and other office
equipment ($525 per month for rent and $185 per month for utilities). This
agreement was amended as described in the "Subsequent Events" section above such
that as of July 1, 2005 we assumed responsibility of the lease and utility
expenses, and shall be reimbursed by SEI for a portion of those costs on a
monthly basis. On July 1, 2004, we entered into an agreement to provide
consulting services to the DCT, a Colorado not-for-profit corporation, whereby
we would earn $6,600 per month.

We also entered into a separate agreement with SPI to consult in the development
and production of independent films owned by Sibling Pictures Fund, LLC
("SPFLLC"). SPI is a New York corporation wholly owned by SEI. SPI was organized
to development, management, production and sale of independent films. SPI is the
managing member of SPFLLC. SPFLLC is a Delaware, limited liability corporation
formed to finance and produce up to three independent films. The agreement
provides fees in the amount of $4,167 per month payable upon capitalization of
SPFLLC up to a maximum of $50,000.

Please see the subsequent events paragraph for other material related party
transactions that occurred after June 30, 2005.

ITEM 13. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

For the years ended June 30, 2005, 2004 and 2003 we incurred $29,050, $12,000
and $0, respectively. Because under previous management of Mr. Russo, we were
behind in our filings, the audit for the year ended June 30, 2003 was completed
under the current management in November of 2004. The cost of the audit was
$12,000. See the section "Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure" for further discussion related to the
engagement of accounting firm LW&Co in May 2004 to perform review and audit
services for the years ended June 30, 2003 and 2004.

Tax Fees

For the year ended June 30, 2005, 2004 and 2003 we paid $0 for tax preparation
services provided, as our officers prepared the taxes.

ITEM 14. EXHIBITS AND REPORTS ON FORM 8K.

EXHIBIT  DESCRIPTION OF EXHIBIT AND FILING REFERENCE
NUMBER

Exhibit 3.1*            Articles of Incorporation (incorporated by reference to
                        Exhibit 3.1 of the Company's Registration Statement on
                        Form SB-2, File Number 333-60958 [the "Registration
                        Statement"])

Exhibit 3.2*            Bylaws (incorporated by reference to Exhibit 3.2 of the
                        Company's Registration Statement)

*     Previously filed.

Exhibit 31.1            Certification of the President Pursuant to Section 302
                        of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2            Certification of the Chief Executive Officer Pursuant to
                        Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1            Certification of the President Pursuant to 18 U.S.C.
                        1350 as Adopted Pursuant to Section 906 of the
                        Sarbanes-Oxley Act of 2002.

Exhibit 32.2            Certification of the Chief Executive Officer Pursuant to
                        18 U.S.C. 1350 as Adopted Pursuant to Section 906 of the
                        Sarbanes-Oxley Act of 2002.

Exhibit 99              Share Exchange Agreement made this 17th day of June,
                        2005 by and among Amici Ventures, Inc., Sibling
                        Pictures, Inc., and the stockholders of Sibling
                        Pictures, Inc. who are signatories thereto, as filed on
                        Form 8-K dated June 17, 2005.


                                       22
<PAGE>

                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

     SIGNATURE                            TITLE                       DATE

By: /s/ "Mitchell Maxwell"         President and Director       October 25, 2005
------------------------
Mitchell Maxwell

     SIGNATURE                            TITLE                       DATE

By: /s/ "James S. Cardwell"       Chief Financial Officer,      October 25, 2005
------------------------        Principle Accounting Officer
James S. Cardwell                      and Director

     SIGNATURE                            TITLE                       DATE

By: /s/ "Victoria Maxwell"      Vice President and Director     October 25, 2005
------------------------
Victoria Maxwell

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

     SIGNATURE                            TITLE                       DATE

By: /s/ "Mitchell Maxwell"         President and Director       October 25, 2005
------------------------
Mitchell Maxwell

     SIGNATURE                            TITLE                       DATE

By: /s/ "James S. Cardwell"       Chief Financial Officer,      October 25, 2005
------------------------        Principle Accounting Officer
James S. Cardwell                      and Director

     SIGNATURE                            TITLE                       DATE

By: /s/ "Victoria Maxwell"      Vice President and Director     October 25, 2005
------------------------
Victoria Maxwell


                                       23