U.S. Securities and Exchange CommissionWashington, D.C. 20549FORM 10-KSB/A  (Mark One)x
Annual Report under
  Section 13 or 15(d) of the Securities Exchange Act of 1934For the Fiscal
  Year Ended June 30, 2005.ORo
Transition
  Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For
  the Transaction Period from ________ to ________.o
Indicate by
  checkmark whether the registrant is a shell company (as defined in Rule 12b-2
  of the Exchange Act. o Yes   x No.  Commission File Number: 333-60958SIBLING ENTERTAINMENT GROUP, INC.(Name of Small Business Issuer in its
  Charter)  New York
13-3963541(State or
  other jurisdiction of Incorporation or organization)
(IRS Employer 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
o 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/A or 1    any amendment
to this Form 10-KSB/A.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:
o          No:
o

(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
o
          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/A (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.

2

Explanatory Note

The reason for filing this 10-KSB/A is to (1)
restate the investment in Sibling Entertainment, Inc. (SEI) in this annual
report and our financial statements for the fiscal year ended June 30, 2005, to
recognize equity losses of $4,353 by properly accounting for the investment under
the equity method as set forth in EITF 02-14: Whether an Investor Should Apply
the Equity Method of Accounting to Investments Other Than Common Stock, due to
the Companys ability to exercise significant influence over operating and
financial policies of the investee and its determination of ownership of
in-substance common stock of the investee, (2) to properly recognize the
forgiveness of debt of $6,960 recorded in fiscal 2004 as a capital transaction
rather than as an income statement item since it was a release of an obligation
to entities owned by a former officer and significant shareholder, (3) to show
separately the value of additional paid-in capital related to warrants issued
under our Series A-1 stock offering, and to disclose our accounting treatment
and method of determining the fair value of such warrants, (4) to recognize the
value of the acquisition of Sibling Pictures, Inc. and its subsidiaries on June
17, 2006 from Sibling Entertainment, Inc. of $2,779,624 by properly accounting
for this business combination as set forth in SFAS No. 141, Business
Combinations, and (5) to properly remove $3,207 in subsidiary office expenses
from the Companys Consolidated Statement of Operations that were incurred
prior to the date of the aforementioned business combination and therefore
should not have been included in the results of operations for the year ended
June 30, 2005. In addition, this amended report includes changes in language to
Item 1 (Description of Business) and Item 6 (Managements Discussion and
Analysis) for clarification of these disclosures.

3

SIBLING ENTERTAINMENT GROUP, INC. 
(A Development Stage Company) 
Form 10-KSB/A 
Year Ended June 30, 2005

TABLE OF CONTENTS

PAGEPART IItem 1.
Description of Business

5Item 2.
Description of Property

16Item 3.
Legal Proceedings

16Item 4.
Submissions of Matters to a Vote of
  Security Holders

16PART IIItem 5.
Market For Common Equity and Related
  Stockholder Matters

17Item 6.
Managements Discussion and Analysis or
  Plan of Operation

17Item 7.
Financial Statements

F-1 - F-24Item 8.
Changes in and Disagreements with
  Accountants on Accounting and Financial Disclosures

21Item 8A.
Controls and Procedures

21Item 8B.
Other Information

21PART IIIItem 9.
Directors, Executive Officers, Promoters
  and Control Persons; Compliance with Section 16(a) of the Exchange Act

24Item 10.
Executive Compensation

25Item 11.
Security Ownership of Certain Beneficial
  Owners and Management and Related Stockholder Matters

26Item 12.
Certain Relationships and Related
  Transactions

27Item 13.
Principal Accountant Fees and Services

27Item 14.
Exhibits

284

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

PART I

ITEM 1.
DESCRIPTION OF BUSINESSA.
Business1)
Overview

We are engaged in the
finance, development and production of entertainment projects and 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. (formerly Amici Ventures, Inc.) and its wholly owned subsidiaries.

We currently operate several
divisions and/or subsidiaries including live-stage theatrical production,
independent feature film production, theatrical real estate and theatrical
management. We are also pursing the formation or acquisition of a music
publishing and/or distribution company, and a theater ticket brokerage and group
sales company. Each division actively pursues to identify, select, finance,
develop and produce one or more unique project or properties correlating with
the primary activity of the division. Our strategy will also include the
coordination of synergetic elements between divisions to provide optimal
development for each project or property.

Our theatrical division is
actively engaged in several new theatrical properties including the development
of a new musical licensed from and in association with the Red Hat Society,
Inc. (a private Nevada Corporation operating international with over 1.5
million members). Our film division through one or more subsidiaries has formed
a film fund organized to finance two or three independent films. Our theatrical
management division and our theatrical real estate division are actively
engaged in representing clients including the management of their projects and
properties (see Current Operations).

Each project whether a play,
a musical, an independent film, an author, a theatre or other commercial
exploitation, will be organized and managed through either a limited liability
company, limited partnership or other variable interest entity. The majority of
projects will be financed through the sale of limited interests therein to high
net worth accredited investors investors, corporate sponsors, theatre owners,
strategic partners and other supporters of performing arts in film and theatre
developed by us and through certain of our officers and directors during their
careers. Our control or ownership of any single project or property may vary
from a small token interest to partial or joint management and control to total
ownership, management or control.

The origination, management,
executive producer and administrative fees we charge each client, or each
project during the initial stages of a projects development, together with the
participation and receipt of ongoing fees, royalties and distributions of
profits from retained interests, is intended to be the primary source of our
revenues.

2)Corporate History

Sibling Entertainment Group,
Inc., formerly Amici Ventures, Inc., (SEGI) was organized under the laws of
the State of New York in September 1995. In 1997, we acquired Maxwell
Entertainment, Inc. (MEI) from Mitchell Maxwell and Victoria Maxwell and
originally engaged in the development and production of entertainment
properties including plays, musicals for the live stage, independent feature
films and other entertainment projects.

In November 1999, we formed
the AM Films division coincident with acquiring the broadband distribution
rights to a motion picture library from Dream, LLC (Dream) and began to
reduce our interest in and pursuit of the development and production of plays,
musicals and films. Later, we solely focused on the pursuit and distribution of
motion pictures primarily over the Internet. This decision and refocus of our
operational plans away from production of live stage properties and independent
feature films led to Mitchell Maxwells and Victoria Maxwells resignation as
officers and directors.

5

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

In November, 1999, the
Company acquired from a party related to its former president, an exclusive
license to distribute a library of approximately 150 motion pictures to render
video-on-demand webcasters to distribute these titles. With the change in
control of the Company on October 8, 2003, and managements focus on other
revenue source opportunities unrelated to video-on-demand over the internet
market, the motion picture rights were terminated. The write-off of the
investment in motion pictures rights in the amount of $33,400 is included in
the statement of operations for the year ended June 30, 2004. This investment
was valued at cost.

After several years
attempting to establish secure sufficient distributors and successfully deliver
our films through direct online methods, and failing to secure necessary
financing to sustain and market this emerging market, we sought to refocus its
business direction to other areas of the entertainment industry not burdened by
increasing technological and legal barriers. This realization supported our
move away from the Internet video-on-demand business.

This change ultimately led
to a change in our management and control in October 2003 and a return to our
original core operational plan to pursue the finance and production of
live-stage theatrical, independent feature films and theatrical real estate and
related synergetic businesses. The change of control included the return of our
executive officers and director, Mitchell Maxwell, President (MM) and
Victoria Maxwell, Vice President (VM) along with James Cardwell, CFO (JC).
MM, VM and JC were and continued to be officers and directors of Sibling
Entertainment, Inc., (SEI) a private company engaged in similar business
activities. This close association resulted in our relocation of corporate
offices and the sharing of office overhead costs including the costs and
compensation of its officers and staff with SEI (see Related Party Activities).

The ownership percentage and
role of our executive officers Mitchell Maxwell, Victoria Maxwell and James
Cardwell at the time of this filing are as follows:

SEGI

SPI

SEIPercent

Role

Percent

Role

Percent

RoleMitchell
  Maxwell *

8.31
%
President,
  Director

0.00
%
None

8.22
%
President,
  DirectorVictoria
  Maxwell

7.97
%
VP,
  Secretary, Director

0.00
%
President,
  Director

4.20
%
VP,
  Secretary, DirectorJames
  Cardwell

3.97
%
CFO,
  Director

0.00
%
Secretary,
  Director

0.00
%
CFO,
  DirectorTOTAL

20.25
%


0.00
%
**

12.42
%* Zachwell, Ltd. is the owner of these shares. Mitchell
  Maxwell is the sole shareholder of Zachwell, Ltd.** As a result of the acquisition of SPI on June 17, 2005,
  all shareholders of SPI received shares in SEGI.On December 22, 2004, we
entered into a non binding letter of intent to acquire SEI which later expired
on March 31, 2005 and any further intent to acquire SEI was abandoned, but SEGI
and SEI continued to share corporate locations and overheads and pursue their
respective projects, properties and similar business operations.

On June 17, 2005 we entered
into a share exchange agreement with Sibling Pictures, Inc. (SPI), and all of
the shareholders 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. Our acquisition of SPI also included its subsidiaries, Sibling Pictures
Fund, LLC (SPFLLC), Reel Love on Film LLC (RLFLLC) and Reel Love
Productions, Inc (RLPI). Further description of these entities associations
with one another follow below:


SPI was originally
  organized on May 18, 2004 by SEI along with MM, VM, JC and others, At the
  same time, SPI formed SPFLLC, a wholly owned subsidiary, a Delaware
  corporation, as the investment vehicle to finance and fund two or three
  independent films to be produced by SPI.
In February 2005, SEI and
  SPI entered into an agreement with J.P. Turner & Company LLC (Turner)
  to promote and offer for sale to accredited investors interests in SPFLLC.6

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


On June 1, 2005, SEI
  transferred all outstanding shares and interest in RLFLLC and its managing
  member, RLPI formed to develop, finance and produce the film Reel Love, to
  SPI.
Prior to our acquisition
  of SPI, we were contracted by SPI to provide consulting services in exchange
  for fees for services in the formation of SPFLLC and the related negotiations
  with Turner and related ongoing matters.On January 17, 2006, we
  entered into employment contracts with MM, VM and JC (the Executive
  Employees) for a term of three (3) years.
Each agreement allows the
  Executive Employees ongoing position and association with SEI, except that
  each Executive Officer may not devote over ten (10%) percent of their
  professional working hours to SEI and SEI will not actively pursue, acquire
  the additional rights to any new entertainment projects that is deemed
  competitive with the business of Sibling, except for passive investment interests,
  limited partnership or limited liability membership interests.
These agreements also
  reflected each Executive Employees position as a member of the Board of
  Directors of Denver Civic Theatre, Inc. (a Colorado Charitable Non-Profit
  Organization).
The agreements also
  reflected MMs ownership and control of Zachwell, Ltd. and Zia, Ltd and VMs
  ownership and control of Victoria Maxwell Consulting, Inc. and their
  continued right to own these companies that may hold investments and/or other
  financial arrangements, including but not limited to, royalties, net profits,
  fees or other arrangements for work, services or investments made in
  productions organized and financed prior to their engagement with the
  Company.B.
Current
  OperationsWe currently engage in the
following:


the purchase and
  exploitation of literary rights as well as investments in the production of
  both film and live-stage properties including the following:
an option to produce REEL
  LOVE as a feature film
an option from the Red Hat
  Society, Inc. (RHS) to develop and produce a musical based upon the women
  and spirit of the RHS.
the ongoing negotiations
  with URL Productions, Inc. (URL) to co-produce ONCE AROUND THE SUN
  (OATS) for Broadway with URL Productions, Inc.
an investment in the
  residual income from the future off-Broadway production income and the
  subsequent exploitation of musical OATS originally co-produced between URL
  and SEI:
the development of an
  independent film production business through the acquisition of SPI and its
  subsidiaries Sibling Pictures Fund, LLC; Reel Love on Film LLC and Reel Love
  Productions, Inc.
the management agreements
  with regional not-for-profit and professional theatres companies including
  the Denver Civic Theatre, Inc. (a not-for-profit organization, DCT) for
  which our officers and directors VM, MM, JC and, Richard Bernstein (RB)
  also serve as members of its board of directors.;
the management
  agreements with independent theatrical and/or film production companies
  including or the acquisition of, or management of theatrical real estate;
the financial consulting
  agreement with SEI and SPI led to the acquisition of SPI and its
  subsidiaries.
additional consulting
  arrangements are being sought.
the alliances with
  companies that currently possess rights or agreements desired by us
  including:7

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


an alliance with Mechanic
  Street Productions, Inc. to finance and produce one or more independent
  feature films including the finance and co-production independent films
  financed by the Sibling Pictures Fund, LLC and/or other similarly organized
  film funds.
a consulting agreement
  with Ginas Inc. to consult the development and production of the musical
  Cassandras Angel.
an ongoing relationship
  with 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/manager 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
  AnalysisOur 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

8

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

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 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:


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.
Office
  Fees -- weekly fees
  paid to contribute and support the costs of a producers office and
  overheads.
Royalties -- a percentage of the adjusted gross box
  office receipts paid weekly from the weekly operating budget.
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.
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

9

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

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 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:


Producer
  fees -- budgeted
  fees paid in the development, management and production a movie. Such fees
  are commensurate with the size of the budget.
Office
  fees -- fees paid
  to contribute and support the costs of a producers office and overheads
  during the production of a movie.
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.
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.
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

10

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

distribution
of motion pictures to fill the increasing worldwide demand for filmed
entertainment product.

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

11

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

form. The
theatrical industry of Broadway limits our ability to secure a theater from one
of only three major theater 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 FactorsOur 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 $454,272, respectively, and we experienced a net loss for the
  fiscal years 2004 and 2005 of $36,108 and $298,584, 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 agreement12

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

between 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.13

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

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:
impairment of goodwill and
  other intangibles;14

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


development write-offs;
  and
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:


our market
  opportunity;
our
  strategies;
competition;
our
  financing plans;
expected
  activities and expenditures as we pursue our business plan; and
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.

15

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

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 PROCEEDINGSWe 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
  HOLDERSDuring 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 MaxwellVictoria MaxwellJames CardwellRichard Bernstein2.
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.

16

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

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 319 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 OPERATIONThe 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 respect to the development of the musical
Cassandras Angel and our consulting agreement with DCT and from producer
fees associated with managing our film funds. Our current revenues are not
sufficient to sustain operations without the sale of equity securities. As a
result of anticipated and completed sale of securities combined with our
current revenues, we expect no difficulty in producing the cash 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 $198,381.
We had no bank loans as at June 30, 2005. However, as at June 30, 2005 we had
issued $140,000 in convertible debentures. Subsequently, all debentures were
fully converted into stock. In addition, at June 30, 2005 we had received
monies for the purchase of common stock of $27,500 in the aggregate, entitling,
upon accreditation and completion of the subscription agreements, two investors
to purchase shares of common stock at $0.25 per share. These agreements were
subsequently completed and stock was issued.

17

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

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 $298,584 compared to a net loss of
$36,108 for the year ended June 30, 2004, an increase in losses of $262,476. 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
$89,193, or 237%, from $37,500 for the year ended June 30, 2004 to $126,712 for
the year ended June 30, 2005. 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.
The net effect of changes in rates among related parties as well as the changes
in employment is an increase in these monthly expenses from approximately
$13,050 in June to $16,860 in August, or $3,810 per month. The increase in
monthly expenses is due primarily to the addition of payroll expenses of
approximately $12,730, which we did not incur prior to July, 2005.

LIQUIDITY AND CAPITAL RESOURCES

We ended the
fiscal year 2005 with a cash position of $23,596, 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 as we plan to acquire those rights in
exchange for our common stock. However, we believe that this will be an
effective financing method only if a trading market develops for our stock.

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.

18

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

For the
  year ended June 30, 2005Source

Cash
  Proceeds

Cash
  DisbursementsNon-related party
  activities:Sale of common
  stock


452,500


Common stock
  subscribed


27,500


General and
  administrative expenses





252,880Production
expenses





10,000Related party activities:DCT -
management
  services provided


79,500


SPI - executive
  producer fees earned


16,667SEI -
management
  services provided





126,712SEI - purchase
  of stock





300,000TOTAL

$
576,167

$
689,592For the year ended June 30, 2005, we had received
$452,500 in the aggregate from the sale of common stock to third party
investors.   We also had received
$27,500 in the aggregate from two investors for whom we had not yet received a
completed subscription agreement.   We
had also spent $252,880 in the aggregate for general and administrative expenses
including, but not limited to, professional and legal fees, office expenses,
rent, utilities and other operating expenses.
Production expenses of $10,000 were spent on the Denver, Colorado
production of NEWSical the Musical, which was running at DCT.   Concerning related parties, for the year
ended June 30, 2005, we received $79,500 from DCT for management, marketing and
booking services provided, and $16,667 from SPI for executive producer services
provided.   Additionally, we disbursed
to SEI $126,712 in the aggregate for management services SEI provided to us
during the year and $300,000 for the purchase of common stock in SEI.

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 2002, New York City was ranked as the top
U.S. Destination by Hotels.com for the 2003-2004 winter destination followed by
Las Vegas and

19

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

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.

20

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

ITEM 7.
FINANCIAL
  STATEMENTSSIBLING ENTERTAINMENT GROUP, INC.
(FORMERLY AMICI VENTURES, INC.)
(A DEVELOPMENT STAGE COMPANY)

INDEX TO THE FINANCIAL
STATEMENTS

PAGEINDEX TO THE FINANCIAL STATEMENTS

F
  - 1REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRMS

F
  - 2 to F - 3FINANCIAL
  STATEMENTS:CONSOLIDATED BALANCE SHEET

F
  - 4CONSOLIDATED STATEMENTS OF
  OPERATIONS

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

F - 6CONSOLIDATED
  STATEMENTS OF CASH FLOWS

F - 7NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS

F - 8 to F - 24F-1

SIBLING ENTERTAINMENT GROUP, INC.
(A Development Stage Company)Report of Independent Registered Public Accounting Firm


To the Board of Directors
and ShareholdersSibling 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 who have ceased operations. Those 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 reports and work of other auditors.


As discussed above, the financial
statements of Sibling Entertainment Group, Inc. as of June 30, 2004, and for the year then
ended were audited by other auditors who have ceased operations. As described in Note 13,
these financial statements have been restated. We audited the adjustment described in Note
13 that were applied to restate the 2004 financial statements. In our opinion, such
adjustments are appropriate and have been properly applied. However, we were not engaged
to audit, review, or apply any procedures to the 2004 financial statements of the Company
other than with respect to such adjustments and, accordingly, we do not express an opinion
or any other form of assurance on the 2004 financial statements taken as a whole.


We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material 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 the year then ended and from 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.


The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern. As
discussed in Note 1 to the financial statements, certain conditions raise substantial
doubt about its ability to continue as a going concern. Managements plans in regard
to these matters also are described in Note 1. The consolidated financial statements do
not include any adjustments that might result from the outcome of this uncertainty.


As discussed in the Note 13 to the
financial statements, certain errors resulting from improper accounting treatment during
the years ended June 30, 2004 and 2005 and the omission of certain required footnote
disclosures were discovered by management of the Company during the current year.
Accordingly, the financial statements for the years ended June 30, 2004 and 2005 have been
restated due to corrections made for the years then ended.


ROSENBERG, RICH, BAKER, BERMAN &
CO.


Bridgewater, New Jersey
September 23, 2005, except as to Note 13, as to which the date is October 11, 2006


F-2SIBLING ENTERTAINMENT GROUP, INC.
(A Development Stage Company)

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

Board of Directors
Sibling Entertainment
Group, Inc.,
New York, N.Y.

We have audited the accompanying
balance sheet of Sibling Entertainment Group, Inc., formerly Amici Ventures,
Inc., (a development stage company) as of June 30, 2004, and the related
statements of operations, changes in stockholders equity and cash flows for
the year then ended, and for the period from July 1, 2000 (inception of
development stage) to June 30, 2004. These financial statements are the
responsibility of the Companys management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We have 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 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 provides a reasonable basis
for our opinion.

In our opinion, the financial
statements referred to above present fairly, in all material respects, the
financial position of Sibling Entertainment Group, Inc. as of June 30, 2004,
and the results of its operations and its cash flows for the year then ended
and for the period from July 1, 2000 (inception of development stage) to June
30, 2004, in conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern.
As discussed in Note 1 to the financial statements, the Company has suffered
recurring losses from operations and has an accumulated deficit that raise
substantial doubt about its ability to continue as a going concern. Managements
plans in regard to these matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

LIVINGSTON WACHTELL & CO., LLP

New York, New York
March 7, 2005


WE HAVE BEEN ADVISED BY THE FORMER
MANAGING PARTNER OF LIVINGSTON, WACHTELL & CO. LLP (WACHTELL) THAT
WACHTELL IS NO LONGER DOING BUSINESS AS A CPA FIRM AS OF FEBRUARY 15, 2006; ACCORDINGLY,
SIBLING ENTERTAINMENT GROUP, INC.  HAS NOT RECEIVED WRITTEN CONSENT, AFTER REASONABLE
EFFORT, TO USE THIS REPORT IN THIS INSTANT FORM 10KSB/A. THIS REPORT IS A COPY OF A
PREVIOUSLY ISSUED WACHTELL REPORT. THIS REPORT HAS NOT BEEN REISSUED BY WACHTELL WITH
RESPECT TO THIS INSTANT 10KSB/A; ACCORDINGLY, YOU MAY NOT BE ABLE TO RECOVER AGAINST
WACHTELL UNDER SECTION 11 OF THE SECURITIES ACT FOR ANY UNTRUE STATEMENTS OF A MATERIAL
FACT CONTAINED IN THE FINANCIAL STATEMENTS AUDITED BY WACHTELL OR ANY OMISSIONS TO STATE A
MATERIAL FACT REQUIRED TO BE STATED THEREIN.


F-3SIBLING ENTERTAINMENT GROUP, INC.
(A Development Stage Company)

CONSOLIDATED BALANCE SHEET
June 30, 2005
(Restated)

AssetsCurrent
        assetsCash
    
    
    23,596Due
        from related parties
    
    
    30,400Loans
        receivable
    
    
    3,750Total
        current assets
    
    
    57,746Fixed
        assetsComputer
        equipment, net of accumulated depreciation
    
    
    3,198Other
        assetsGoodwill
    
    
    2,779,624Investment
        in related company
    
    
    295,647Other
        investments
    
    
    37,500Options
        purchased
    
    
    23,500Total
        other assets
    
    
    3,136,271Total
        assets
    
    
    3,197,215Liabilities
        and Stockholders EquityLiabilitiesCurrent
        liabilitiesAccounts
        payable
    
    
    40,979Current
        portion of long term debt
    
    
    140,000Income
        taxes payable
    
    
    710Liabilities
        to be settled in stock
    
    
    27,500Due
        to related parties
    
    
    46,938Total
        current liabilities
    
    
    256,127Total
        liabilities
    
    
    256,127Commitments
        and contingencies
    
    
    EquityCapital
        stock subscribedCommon
        stock ($.001 par): Authorized shares - 100,000,000; Issued and oustanding
        - 20,950,000
    
    
    20,950Additional
        paid in capital - warrants
    
    
    4,631Additional
        paid in capital
    
    
    3,618,079Accumulated
        deficit
    
    
    (248,300
    )Deficit
        accumulated during development stage
    
    
    (454,272
    )Total
        equity
    
    
    2,941,088Total
        liabilities and stockholders equity
    
    
    3,197,215See
accompanying notes to consolidated financial statements.

F-4SIBLING ENTERTAINMENT GROUP, INC. 
(A Development Stage Company)

CONSOLIDATED STATEMENTS OF
OPERATIONS 
(Restated)

Cumulative
  Amounts Since
  Inception of
  Development
  Stage, July 1,
  2000 to June 30,
  2005June, 302005

2004RevenueConsulting fee
income - related company


79,500


20,250


99,750Executive
producer fees - related company


16,667


33,333


50,000Total
  Revenue


96,167


53,583


149,750ExpenseGeneral and
administrative -Professional
fees


202,813


12,000


272,128Management
fees - related company


126,712


37,520


202,232Other


50,067


6,216


77,163Write-off of
investment in motion picture
  rights





33,400


33,400Production
expenses


10,000





10,000Operating
loss


(293,425
)

(35,553
)

(445,173
)Other
  Income/ExpenseEquity losses
on investment  related
  company


4,353





4,353Interest
expense








2,510Net
  loss before income taxes


(297,778
)

(35,553
)

(452,036
)Taxes


806


555


2,236Net
  Income (Loss)


(298,584
)

(36,108
)

(454,272
)Loss
  per common share - basic and diluted

$
(0.03
)
$
(0.00
)Weighted
  average number of common shares


9,272,972


8,000,000Shares
outstanding - basic and dilutedSee accompanying notes to consolidated
financial statements.
F-5SIBLING ENTERTAINMENT GROUP, INC. 
(A Development Stage Company)CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS
EQUITY (DEFICIT) 
(Restated)


|                                                                          |  |        |            |        |   |                                |  |                                            |           |                       |   |                                                        |  |                                |          |   |   |          |   |   |           |  
|------------------------------------------------------------------------- |  | ------ | ---------- | ------ | - | ------------------------------ |  | ------------------------------------------ | --------- | --------------------- | - | ------------------------------------------------------ |  | ------------------------------ | -------- | - | - | -------- | - | - | --------- | -
|                                                                          |  | Shares |            | Amount |   | Additional
  Paid-In
  Capital |  | Additional
  Paid-In 
  Capital - Warrants |           | Accumulated
  Deficit |   | Deficit
  Accumulated 
  During
  Development 
  Stage |  | Total
  Shareholders
  Equity |         
|                                                                          |  |        |            |        |   |                                |  |                                            |           |                       |   |                                                        |  |                                |         
|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    |  
|                                                                          |  |        |            |        |   |                                |  |                                            |           |                       |   |                                                        |  |                                |          |   |   |          |   |   |           |  
|Forgiveness of debt 
related party                                       |  |        |           |        | $ |                               |  | $                                          | 6,960     |                       | $ |                                                       |  | $                              |         |   |   |         |   |   | 6,960     |  
|                                                                          |  |        |            |        |   |                                |  |                                            |           |                       |   |                                                        |  |                                |          |   |   |          |   |   |           |  
|Net loss                                                                  |  |        |           |        |   |                               |  |                                            |          |                       |   |                                                       |  |                                |         |   |   | (36,108  | ) |   | (36,108   | )
|                                                                          |  |        |            |        |   |                                |  |                                            |           |                       |   |                                                        |  |                                |          |   |   |          |   |   |           |  
|                                                                          |  |        |            |        |   |                                |  |                                            |           |                       |   |                                                        |  |                                |          |   |   |          |   |   |           |  
|Balance June 30, 2004                                                     |  |        | 8,000,000  |        | $ | 8,000                          |  | $                                          | 393,160   |                       | $ |                                                       |  | $                              | (248,300 | ) | $ | (155,688 | ) | $ | (2,828    | )
|                                                                          |  |        |            |        |   |                                |  |                                            |           |                       |   |                                                        |  |                                |          |   |   |          |   |   |           |  
|                                                                          |  |        |            |        |   |                                |  |                                            |           |                       |   |                                                        |  |                                |          |   |   |          |   |   |           |  
|Value of services provided by
consultant                                  |  |        | 375,000    |        |   | 375                            |  |                                            | 93,375    |                       |   |                                                       |  |                                |         |   |   |         |   |   | 93,750    |  
|                                                                          |  |        |            |        |   |                                |  |                                            |           |                       |   |                                                        |  |                                |          |   |   |          |   |   |           |  
|Sale of common shares                                                     |  |        | 1,790,000  |        |   | 1,790                          |  |                                            | 446,079   |                       |   | 4,631                                                  |  |                                |         |   |   |         |   |   | 452,500   |  
|                                                                         
|Shares issued in
Acquisition                                              |  |        | 10,785,000 |        |   | 10,785                         |  |                                            | 2,685,465 |                       |   |                                                       |  |                                |         |   |   |         |   |   | 2,696,250 |  
|                                                                         
|Net loss                                                                  |  |        |           |        |   |                               |  |                                            |          |                       |   |                                                       |  |                                |         |   |   | (298,584 | ) |   | (298,584  | )
|                                                                          |  |        |            |        |   |                                |  |                                            |           |                       |   |                                                        |  |                                |          |   |   |          |   |   |           |  
|                                                                          |  |        |            |        |   |                                |  |                                            |           |                       |   |                                                        |  |                                |          |   |   |          |   |   |           |  
|Balance June 30, 2005                                                     |  |        | 20,950,000 |        | $ | 20,950                         |  | $                                          | 3,618,079 |                       | $ | 4,631                                                  |  | $                              | (248,300 | ) | $ | (454,272 | ) | $ | 2,941,088 |  
|                                                                          |  |        |            |        |   |                                |  |                                            |           |                       |   |                                                        |  |                                |          |   |   |          |   |   |           |  

F-6
 See accompanying notes to consolidated
financial statements.   SIBLING
ENTERTAINMENT GROUP, INC.
(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Restated)

Cumulative
  Amounts Since
  Inception of
  Development
  Stage, July 1,
  2000 to June
  30, 2005June 30,2005

2004Cash flows from operating
activitiesNet
Loss

$
(298,584
)
$
(36,108
)
$
(454,272
)Adjustments to
reconcile net loss to net
  cash (used in) provided by operating activities:Depreciation


533





533Stock-based
payment


93,750





93,750Increase in
accounts payable


16,467


12,000


28,467Increase
(Decrease) in accrued expenses and
  taxes payable





(1,456
)

(790
)Motion picture
rights written off





33,400


33,400Equity loss on
investment - related party


4,353





4,353Executive
services








54,000Net cash (used in) provided by
operating
  activities


(183,481
)

7,836


(240,559
)Cash flows from investing
activitiesPurchase of
computer equipment


(3,731
)




(3,731
)Investment in
related company stock


(300,000
)




(300,000
)Options
purchased


(2,500
)




(2,500
)Investment in
productions


(37,500
)




(37,500
)Net cash used in investing
activities


(343,731
)




(343,731
)Cash flows from financing
activitiesAdvances from
related companies





43,701


60,701Loans to
related company


(7,750
)

(54,123
)

(7,750
)Due to related
companies


(88,625
)




(88,625
)Due from
related companies


27,183





(26,940
)Repayment to
related companies








(10,000
)Proceeds from
issuance of convertible
  debentures


140,000





140,000Proceeds from
issuance of common stocks


452,500





512,500Proceeds from
issuance of common stock
  subscriptions


27,500





27,500Net cash (used in) provided by
financing
  activities


550,808


(10,422
)

607,386Net increase (decrease) in
cash


23,596


(2,586
)

23,096Cash and cash equivalents,
beginning of
  period





2,586


500Cash and cash equivalents, end
of period

$
23,596

$


$
23,596Supplemental disclosures of
cash flow
  information:Income
taxes

$
806

$
555Supplemental information on
non cash investing and financing activities:

On June 17, 2005, the Company acquired 100% of the common stock of SPI for
10,785,000 shares of the Companys common stock valued at $2,696,250. As a
result of the acquisition, the Company acquired assets of $21,000 and assumed
liabilities of $104,374 resulting in the recognition of goodwill of $2,779,624.

See accompanying notes to consolidated
financial statements

F-7
SIBLING
ENTERTAINMENT GROUP, INC.
(A Development Stage Company)

1.
ORGANIZATION
  AND NATURE OF OPERATIONSSibling 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 STOCKHOLDERSThe 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-8SIBLING
ENTERTAINMENT GROUP, INC.
(A Development Stage Company)

GOING CONCERNAs shown in the consolidated
  financial statements, the accumulated deficit and deficit accumulated during
  the development stage amounted to $248,300 and $454,272, respectively, at
  June 30, 2005. The Company experienced a net loss of $298,584, $36,108 and $454,272
  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 #14, 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 POLICIESPRINCIPLES OF
  CONSOLIDATIONThe 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 RECOGNITIONThe Company recognizes
  revenue from 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.The Company earns and receives
  revenue from several different sources and recognize each source of income as
  defined in the governing agreement related to each income source as described
  more fully below:Theatrical Consulting
  Fees: The Company
  recognizes revenue from administrative services at the time the services are
  rendered, on a periodic basis. Agreements with the Company typically provide
  for services on a monthly basis, and as such, revenue will be recognized
  monthly, when services are provided.Financing Fees: The Company recognizes revenue for fees
  associated with financing film productions as earned when services are fixed
  and earned when provided. The Company typically receives the payment for
  these services upon the complete capitalization of the production.F-9

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

Venue Management Fees: The Company shall recognize revenue from
  venue management monthly as earned, when services are provided.Producer Fees and Office
  Fees: The Company
  shall recognize revenue from the producer fees and office fees (budgeted fees
  paid in the development, management and production of a play or musical or
  other live-stage event, and feature films) as earned and upon the a projects
  capitalization and when persuasive evidence of an arrangement exits, the fees
  are determinable and collectibility is reasonably assured. Any fees received
  prior to capitalization shall be treated as deferred income and recognized
  when earned in accordance with any governing agreement. The determination of
  fees and collectibility of fees vary on a case-by-case basis and management
  carefully reviews each proposed production constantly as to how the Company
  earns and recognizes its fees.Royalties and Net Profit
  Participation: As a
  producer of entertainment projects, the Company normally acts as a general
  partner or managing member entitled to receive a share of royalties from box
  office revenues and a share of net profits upon the recoupment of the initial
  capitalization repaid to investors of such project. Typically, royalties are
  determined and paid on a weekly basis and the Company shall recognize revenue
  from these royalties as reported and earned. Net profit participation and
  other residual income are typically reported on varying basic periods (monthly,
  quarterly and annually) and the Company shall recognize this revenue as
  earned when it is reported and deemed payable to the Company.Box Office Revenues &
  Merchandise Income:
  For those projects and productions for which tickets are sold and whereby the
  Company is required to consolidate financial statements from the operations
  of subsidiaries or variable interest entities, the Company shall report and
  recognize revenues upon the completion of each performance as reported and
  determined by the theater box office treasurer and ticket agency, if any,
  engaged for a particular production. Currently we do not own a theater. Refund
  policies are established by the box office of each particular theater, as
  they hold the funds until the performance is complete.Proceeds from the Sale of
  Film Assets: For
  income received through the completion and sale of independent feature films
  and similar rights, excluding producer fees earned upon the finance or from
  the production of the film, the Company shall recognize income in a manner
  consistent with SOP 00-2.USE OF ESTIMATESThe 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-10

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

2.
SUMMARY OF SIGNIFICANT ACCOUNTING
  POLICIES (Continued)SIGNIFICANT ESTIMATESSeveral 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 related to the
  valuation of motion picture rights acquired by the Company and the valuation
  of donated office space and services from an executive.FINANCIAL INSTRUMENTSThe 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
  sheets at fair market value because of the short-term maturity of these
  instruments.CASH AND CASH EQUIVALENTSThe Company considers all
  highly liquid investments with a maturity of three months or less as cash
  equivalents.INCOME TAXESThe 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.F-11

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

STOCK-BASED COMPENSATIONThe 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.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 SHAREBasic 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

2004NUMERATOR FOR BASIC AND
  DILUTED LPSNet loss to
common shareholders

$
(298,584
)
$
(36,108
)DENOMINATOR FOR BASIC AND
  DILUTED LPSWeighted
average shares of common stock outstanding


9,272,972


8,000,000LPS  Basic and diluted

$
(.03
)
$
(.00
)The Company recognized a
  cumulative net loss since inception of the development stage of $454,272.F-12

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

CONCENTRATION OF CREDIT
  AND BUSINESS RISKThe 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.3.
RELATED PARTY TRANSACTIONSSHARE EXCHANGE AGREEMENTOn 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, at a price of $0.25 per share, 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, features films as an independent producer. At the time of the
  Share Exchange Agreement, SEI was concentrating of live-event and other
  theatrical operation. SPI had entered into an agreement with J.P. Turner
  & Company to solicit and promote the SPFLLC to accredited investors, and
  the agreement was negotiated along with business models prepared by the
  Company on behalf of its consulting agreement with SEI and SPI. It was
  believed that the work performed to date and contracts and assets developed
  by SPI had value. The Company continued interest and involvement of the
  advancement of SPI provided the Companys desire along with its advisors to
  acquire SPI. As a result of the share exchange, the Company also gained
  ownership of SPFLLC, a Delaware corporation formed as the investment vehicle
  to finance and fund two or three independent films to be produced by SPI,
  Reel Love on Film LLC (RLFLLC) and its managing member, Reel Love
  Productions, Inc., (RLPI) formed to develop, finance and produce the film Reel
  Love. As a result of this transaction, SEI gained an ownership interest of
  28.64% in the Company. We have reviewed the ownership of SPI, SEI, and SEGI
  at the time of sale, and reviewed the issue of common control in connection
  with the acquisition of SPI. No group of shareholders and their family
  members hold greater than 50% interest in each of these entities. Further, no
  contemporaneous written evidence of an agreement to vote a majority of the
  entities shares in concert exists between any of these shareholders. Therefore,
  we believe that common control does not exist. Therefore, as a result of the
  acquisition, the Company recognized goodwill of $2,779,624, based on the
  excess of the fair value of the shares issued over the fair values of the
  assets and liabilities acquired. The exchange of 10,785,000 shares was determined
  by management based on its assessment of the net present value of projected
  cash flows of SPI, which exceed the value of the recorded goodwill at June
  30, 2005. A condensed balance sheet of SPI at the time of acquisition
  follows:F-13

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

SPI
  Consolidated
  June 17, 2005ASSETSOther
AssetsOptions
Purchased


21,000.00Total Other
Assets


21,000.00TOTAL
ASSETS


21,000.00LIABILITIES
& EQUITYLiabilitiesCurrent
LiabilitiesAccounts
Payable


12,511.96Other
Current LiabilitiesDue to
Related Parties


91,862.18Total
Other Current
  Liabilities


91,862.18Total
Current Liabilities


104,374.14Total
Liabilities


104,374.14EquityCommon
Stock (no par
  value)


1,797.50Accumulated
Deficit


(85,171.64
)Total
Equity


(83,374.14
)TOTAL
LIABILITIES &
  EQUITY


21,000.00Following is pro forma
financial information for the years ended June 30, 2005 and 2004, prepared to
show the results of operations of the combined companies as if the business
combination took place as of the beginning of the periods presented:

Year ended
  June 30,2005

2004Revenue - related parties

$
79,500

$
20,250Loss from operations

$
(315,685
)
$
(98,465
)Other income (expense)

$
5,159

$
555Loss per common share

$
(0.03
)
$
(0.01
)F-14

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

DUE
  FROM RELATED PARTIESSince
  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 three months ended June 30, 2005 and 2004, respectively, and a
  cumulative amount since inception of development stage of $99,750.The
  Company had a balance due of $30,400 due from related parties at June 30,
  2005.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. There are no
  officers or directors of DCT who are not related parties to SEGI.DUE
  TO RELATED PARTIESAt
  June 30, 2005, the Company had $6,293 due to Sibling Entertainment, Inc. (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 had 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 increase 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 produce the
  film Reel Love, $3,206 for office expenses incurred by Reel Love
  Productions, Inc. (RLP) and $1,783 advanced by SEI. The debts associated
  with SPI and Reel Love were assumed by the Company from its purchase of SPI, who
  originally owed these monies to SEI for film expenses SEI paid on SPIs
  behalf.A
  significant portion of the balance captioned Due to Related Parties was
  owed to the Company as payment for previously rendered services. At June 30,
  2005 the Company eliminated $50,000 against its corresponding Due from
  Related Parties for fees the Company earned for work associated with SPI.F-15

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

TRANSFER
  OF SECURITIES OF REEL LOVE ON FILM LLC AND MANAGING MEMBEROn
  June 1, 2005, prior to the acquisition of SPI, 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.The
  transfer of all shares and interest in Reel Love on Film LLC and Reel Love
  Productions had been completed as of our acquisition of SPI. Prior to the
  acquisition of SPI, SPI was a subsidiary of SEI. SPI did not yet have a bank
  account or liquid assets. Therefore, SEI purchased the options on SPIs
  behalf and recognized a receivable from SPI. SPI recognized a payable to SEI.
  When we acquired SPI, we assumed the debt. These amounts are still payable to
  SEI. SPI continues to actively pursue film production. SPI will pay SEI in
  full upon capitalization of the film fund.PURCHASE
  / ASSIGNMENT OF THEATRICAL PRODUCTIONOn
  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.
  Solace, LLC was capitalized at $1 million. The typical investor would have
  the first right of recoupment. The Companys investment does not provide for
  the first right of recoupment. Therefore, the Company settled with SEI on a
  discounted value of $30,000.4.
LOAN
  RECEIVABLEAs
  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 STOCKOn
  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. In
  accordance with EITF 02-14, the Company accounts for its investment using the
  equity method of accounting due to the Companys ability to exercise
  significant influence over operating and financial policies of the investee
  and its determination of ownership of in-substance common stock of the
  investee. For the year ended June 30, 2005, we recognized equity losses of
  $4,353 from this investment. Management periodically tests the asset for
  impairment through the revision and revisiting of its expected future cash
  flows.Summarized
  unaudited financial information of SEI is as follows:6/30/2005Current assets
     
     
     $350,754Noncurrent assets
     $1,569,791Current liabilities
     $1,296,471Noncurrent liabilities
     $247,2172005Net revenue
     
     
     $189,678Income (loss) from operations
     $(402,729
        )Net income (loss)
     $(403,329
        )F-16

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

6.
OTHER
  INVESTMENTSOn
  December 22, 2004, the Company invested $5,000 in the New York performance of
  Were Still Hot. On April 20, 2005, the Company invested $2,500 in the
  Denver, Colorado production of NEWSical the Musical. These investments
  represent direct, minority interest investments in third party productions
  with no further responsibility by the Company. Other Investments also
  includes a $30,000 acquisition of 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.
  Solace, LLC was capitalized at $1 million. The typical investor would have
  the first right of recoupment. The Companys investment does not provide for
  the first right of recoupment. Therefore, the Company settled with SEI on a
  discounted value of $30,000. Also see footnote Investments in Options and
  Rights for further discussion.7.
INVESTMENT
  IN OPTIONS AND RIGHTSThe
  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. For the year
  ended June 30, 2005, the Company has invested a total of $23,500 in options for one
  production. 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.8.
OTHER
  LIABILITIES TO BE SETTLED IN STOCKAs 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.9.
LONG
  TERM LIABILITIES - CONVERTIBLE DEBENTURESThe
  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 inF-17

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

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, $140,000 has been included in
  current portion of long term liabilities.10.
WRITE-OFF OF INVESTMENT IN MOTION PICTURE RIGHTSIn November, 1999, the Company acquired from a party
  related to its former president, an exclusive license to distribute a library
  of approximately 150 motion pictures to render video-on-demand webcasters to
  distribute these titles. With the change in control of the Company on October
  8, 2003, and managements focus on other revenue source opportunities
  unrelated to video-on-demand over the internet market, the motion picture
  rights were terminated. The write-off of the investment in motion pictures
  rights in the amount of $33,400 is included in the statement of operations
  for the year ended June 30, 2004. This investment was valued at cost.11.
COMMON
  STOCK ISSUANCESOn
  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. As equity instruments, we
  value such warrants using the Black-Scholes Model of valuation as of the date
  the subscription agreement is signed by both parties. For the year ended June
  30, 2005, warrants were valued under the Black-Scholes model using the
  following assumptions: volatility  33% (based on estimate of industry norm),
  dividend yield  0, risk-free rate  between 1.75% and 3.0%.12.
DEFERRED
  INCOME TAXESThe
  Company has a loss carryforward of approximately $511,548 attributed to prior periods 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 $213,388 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 or $76,680 remaining attributed to IRS Sec. 382.
  The combined NOL that may offset future taxable income at June 30, 2005 is $374,840. In addition, at
  June 30, 2005, the Company has a capital loss carryover for income tax
  purposes of $33,400 which may be applied against taxableF-18

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

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.F-19

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

INCOME
  TAXESThe income
  tax provision is comprised of the following:Federal

State

TotalYear Ended June 30, 2005Current

$


$
806

$
806Deferred








$


$
806

$
806Year Ended
  June 30, 2004Current

$


$
555

$
555Deferred








$


$
555

$
555The
  Companys deferred tax asset and liability as presented in the Companys
  financial statements are comprised of the following temporary differences:June 30,2005

2004Deferred Tax
  AssetNet Operating
Losses

$
146,000

$
31,526Valuation
Allowance


(146,000
)

(31,526
)Total Deferred
Tax Assets

$


$
Deferred
  taxes are recognized for temporary differences between the bases of assets
  and liabilities for financial statement and income tax purposes, and net
  operating loss.The Company
  has net operating loss carry forwards of $374,840 for both Federal and State
  tax purposes. These net operating loss carry fowards may be used to reduce
  federal and state taxable income and tax liabilities in future years and
  expire in various years through June 30, 2023 and June 30, 2025 for both
  State and Federal tax purposes.The
  Companys provision for income taxes differs from applying the statutory U.S.
  federal income tax rate to the income before taxes. The primary differences
  result from providing for state income taxes, generation of allowable tax
  credits and from deducting certain expenses for financial statement purposes
  but not for federal income tax purposes.A
  reconciliation between taxes computer at the federal statutory rate and the
  consolidated effective tax rate follows:F-20

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



June 30,2005

2004Federal
  statutory tax rate


-34.0
%

-34.0
%State income
  tax - net of federal tax benefit


0.0
%

0.0
%Valuation allowance


34.0
%

34.0
%0.0
%

0.0
%13.
RESTATEMENTThe Company
  has restated its financial statements for the years ended June 30, 2005 and
  2004, respectively. The restated financial results reflect a revision in its
  accounting methods procedures to (1) restate the investment in Sibling
  Entertainment, Inc. (SEI) in this annual report and our financial
  statements for the fiscal year ended June 30, 2005, to recognize equity
  losses of $4,353 by properly accounting for the investment under the equity
  method as set forth in EITF 02-14: Whether an Investor Should Apply the
  Equity Method of Accounting to Investments Other Than Common Stock, due to
  the Companys ability to exercise significant influence over operating and
  financial policies of the investee and its determination of ownership of
  in-substance common stock of the investee, (2) properly recognize the
  forgiveness of debt of $6,960 recorded in fiscal 2004 as a capital
  transaction rather than as an income statement item since it was a release of
  an obligation to entities owned by a former officer and significant
  shareholder, (3) show separately the value of additional paid-in capital
  related to warrants issued under our Series A-1 stock offering, and to
  disclose our accounting treatment and method of determining the fair value of
  such warrants, (4) recognize the value of the acquisition of Sibling
  Pictures, Inc. and its subsidiaries on June 17, 2005 from Sibling
  Entertainment, Inc. of $2,779,624 by properly accounting for this business combination
  as set forth in SFAS No. 141, Business Combinations, and (5) properly remove
  $3,207 in subsidiary office expenses from the Companys Consolidated
  Statement of Operations that were incurred prior to the date of the
  aforementioned business combination and therefore should not have been
  included in the results of operations for the year ended June 30, 2005. The
  impact of these adjustments of the Companys financial results as originally
  reported is summarized below:Year Ended
  June 30, 2005As
  Reported

As
  RestatedGoodwill

$


$
2,779,624Investment
  in related company


300,000


295,647Deficit
  accumulated during development stage


(446,165
)

(454,272
)Additional
  paid-in capital  warrants





4,631Additional
  paid-in capital


839,333


3,618,079Loss from
  operations


(296,631
)

(293,425
)Net loss


(279,437
)

(298,584
)Loss per
  share

$
(0.03
)
$
(0.03
)Year Ended
  June 30, 2004As
  Reported

As RestatedGain on
  forgiveness of debt  related party

$
6,960

$
Net loss


29,148


36,108Loss per
  share

$
(0.00
)
$
(0.00
)F-21

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

13.
  RESTATEMENT
  (continued)In
  addition, the Company has restated its financial statement disclosures, as
  follows. Note 2  added language to more fully disclose the Companys revenue
  recognition policies for the various sources and expected sources of revenue.
  Note 3  Corrected and expanded disclosures to include information required
  by SFAS No. 141, Business Combinations and additional information regarding
  the nature of the transaction and parties involved. Note 5  modified
  disclosure due to change in accounting treatment of the related investment to
  the equity method. Note 6  footnote added to disclose details of other
  investments of the Company. Note 10  footnote added to disclose basis for
  write-off of investment in motion picture rights. Note 11  added basis of
  accounting for warrants and method of determining fair value. Note 12  added
  required disclosures for income taxes. Note 14  added clarification to
  changes to related party agreements and additional information related to
  amounts receivable from the Denver Civic Theater.14.
  SUBSEQUENT
  EVENTSCOMMON STOCK ISSUANCES & STOCK COMPENSATIONSince 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 DEBENTURESAs
  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 AGREEMENTSBeginning
  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. This change included four people: James Cardwell (CFO), the
  Controller, and the Executive Assistant from SEI to the Company, and the
  addition of Richard Bernstein as a new employee of the Company. However,
  Mitchell Maxwell (President) and Victoria Maxwell (Vice President/Secretary)
  worked for and received payment from SEI, for which the Company continued to
  pay SEI for their services. In January, 2006, Mitchell Maxwell and Victoria
  Maxwell became full employees of the Company. As a result, SEI ceased
  providing services in January, 2006.F-22

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

14.
  SUBSEQUENT
  EVENTS (continued)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 STOCKOn
  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 the maximum of 700,000 shares the Company may purchase.ASSIGNMENT
  OF OPTION TO PURCHASE REAL ESTATEOn
  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.DCT
  is a not-for-profit theatre in Denver, Colorado. DCT houses two separate
  theatre spaces, where it continues to book successful runs of a variety of
  shows. DCT just finished a very successful two year run of a hit musical
  comedy in its main theatre and will open a new show in that space shortly. DCT
  continues to operate and profit from the theatrical productions it puts on at
  its premises. However, DCT has not kept current with its payments to us for
  management, booking and marketing services. DCT expects to pay us in full for
  all outstanding amounts, and to keep current with its payments subsequent to
  the retroactive payments through the sale of the remaining principal balance
  of two $200,000 notes held against real estate. We have received $63,450 in
  the aggregate from DCT for the fiscal year ended June 30, 2005. We have not
  received any monies from DCT subsequent to June 30, 2005. We have made cash
  payments to SEI of approximately $520,700 and $220,500 in the aggregate for
  the year ended June 30, 2005 and fiscal year ended June 30, 2006 to date. We
  received cash payments from SEI of approximately zero and $32,500 for the
  year ended June 30, 2005 and fiscal year ended June 30, 2006 to date.WRITE-OFF
  OF LOAN RECEIVABLEIn
  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.F-23

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

14.
  SUBSEQUENT
  EVENTS (continued)OTHER
  LIABILITIES TO BY SETTLED IN STOCKAt
  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-24

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

ITEM
  8.
  CHANGES
  IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREOn 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 PROCEDURESA. 
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
  INFORMATIONSubsequent 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.

21

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

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.
This change included four people: James Cardwell (CFO), the
  Controller, and the Executive Assistant from SEI to the Company, and the
  addition of Richard Bernstein as a new employee of the Company. However,
  Mitchell Maxwell (President) and Victoria Maxwell (Vice President/Secretary)
  worked for and received payment from SEI, for which the Company continued to
  pay SEI for their services. In January, 2006, Mitchell Maxwell and Victoria
  Maxwell became full employees of the Company. As a result, SEI ceased
  providing services in January, 2006.

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.

New
Consulting Agreement

On November 4, 2005, the
Company entered into an agreement with Moneta Capital Advisors, Inc. (Moneta)
whereby Moneta will provide their expertise in a variety of corporate services
including corporate strategic planning, the introduction of clients, investment
bankers and other companies to assist the Company in its future financial
efforts related to the placement, growth and promotion of companies in the
public

22

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

markets as well as those
that may share a strategic alliance with the Company or one or more of its
business divisions. The term of the agreement is twelve (12) months. For such
service, the Company will compensate Moneta Fifty Thousand ($50,000) Dollars
and grant to Moneta 100,000 shares of common stock at the market value of $0.25
per share and 200,000 warrants to acquire 200,000 shares at the price of $0.50
per share for a period of five (5) years. The fifty thousand ($50,000) dollar
payment will be paid in equal installments of $4,166.67 beginning November 1,
2005, over twelve (12) months.

Employment
Contracts

On January 17, 2006, the
Company entered into employment contracts with the following officer of the
Company: Mitchell Maxwell, President; Victoria Maxwell, Vice President and
Secretary; James S. Cardwell, Chief Financial Officer and Chief Accounting
Officer (collectively the Executive Employees). The employment contracts
became effective January 17, 2006 and are for a term of three (3) years. Under
the terms of the agreements, each Executive Employees remuneration is agreed
to not be less than their respective base salary equal to the following:

Mitchell Maxwell,
  President
  
  $
  258,000Victoria Maxwell, Vice
  President
  
  $
  126,000James S. Cardwell, CFO
  
  $
  72,000Each Executive Employee is
also entitled to a signing bonus equal to the following:

Mitchell Maxwell,
  President
  
  $
  45,000Victoria Maxwell, Vice
  President
  
  $
  22,000James S. Cardwell, CFO
  
  $
  12,500Each Executive Employee
shall also be entitled to an annual bonus and periodic increases in the base
salary.

23

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

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:

Name
  
  
  Age
  
  
  Positions
  held with the Company
  
  
  SinceMitchell Maxwell
  
  53
  
  President, Chief Executive
  Officer And Director
  
  2003Victoria Maxwell
  
  42
  
  Vice President And
  Director
  
  2003James S. Cardwell
  
  45
  
  Chief Financial Officer
  And Director
  
  2003Richard Bernstein
  
  52
  
  Director
  
  2005The 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.

24

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

In 1985, James Cardwell
launched his theatrical career as the Associate Producer of the original
production of the musicalNUNSENSE that ran
over 14 years in New York.Some of his other theatrical credits
include the critically acclaimed musical The
Last Sessionand 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
  COMPENSATIONOur 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.

25

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

ITEM 11.
  SECURITY
  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
  MATTERSAs 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
  Beneficial Owner
  
  Amount and
  Nature
  of Beneficial Ownership
  
  Percent of
  ClassRichard
  Bernstein*
  
  640,418
  
  
  2.72
  %927 7th
  AvenueDenver, CO
  80204James S.
  Cardwell**
  
  1,060,000
  
  
  4.50
  %17 East 126th
  Street, apt #4NY, NY 10035Victoria
  Maxwell
  
  2,208,994
  
  
  9.38
  %202 East
  21st Street, Apt 2BNew York, NY
  10010Sibling
  Entertainment, Inc.
  
  6,000,000
  
  
  25.48
  %511 W 25th
  Street, Ste 503New York, NY
  10001Stan Tynski
  
  1,739,334
  
  
  7.39
  %10200 East
  Girard Ave., Bldg. C, Ste 250Denver, CO
  80231Zachwell,
  Ltd.***
  
  2,220,000
  
  
  9.43
  %511 W 25th
  Street, Ste 503New York, NY
  10001All
  directors, executive officers
  
  6,129,412
  
  
  26.03
  %and
  significant employees as agroup (2
people)*Richard
Bernstein is a Director of Sibling Entertainment Group, Inc.

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

***Mitchell
Maxwell, CEO and Director 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.

26

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

ITEM 12.
CERTAIN
  RELATIONSHIPS AND RELATED TRANSACTIONSExcept 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.

Prior to the acquisition we 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 that was 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 provided 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 SERVICESAudit 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
  NUMBER
DESCRIPTION
  OF EXHIBIT AND FILING REFERENCEExhibit 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)Exhibit
  99

Form
  8-K giving notice of Significant Sales of Unregistered Equity Securities of
  the Company.* 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 Financial Officer
  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.27

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

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 Financial 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, 2005.28

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

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

DATEBy: /s/ Mitchell Maxwell

President and Director

October 17, 2006Mitchell MaxwellSIGNATURE

TITLE

DATEBy: /s/ James S.
  Cardwell

Chief Financial Officer,

October 17, 2006Principal Accounting
  Officer and DirectorJames S. CardwellSIGNATURE

TITLE

DATEBy: /s/ Victoria Maxwell

Vice President and
  Director

October 17, 2006Victoria MaxwellIn 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

DATEBy: /s/ Mitchell Maxwell

President and Director

October 17, 2006Mitchell MaxwellSIGNATURE

TITLE

DATEBy: /s/ James S.
  Cardwell

Chief Financial Officer,

October 17, 2006Principal Accounting
  Officer and DirectorJames S. CardwellSIGNATURE

TITLE

DATEBy: /s/ Victoria Maxwell

Vice President and
  Director

October 17, 2006Victoria Maxwell29