U.S. Securities and
Exchange CommissionWashington, D.C. 20549  FORM 10K-SB  (Mark One) |X|
Annual
Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For
the Fiscal Year Ended June 30, 2004. OR |_|
Transition
Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For
the Transaction Period from ________ to ________.  Commission File Number:
333-60958 AMICI VENTURES, INC.
(Name of Small Business Issuer in its Charter) New York
(State or other jurisdiction of
Incorporation or organization)
13-3963541
(IRS Employer Identification No.)  511 West 25thStreet,
Suite 503New York, NY 10001(Address of
principal office including Zip Code) (212)
                     414-9600  (Issuers telephone number) Securities registered under Section
12(b) of the Exchange Act:  None Securities registered under Section
12(g) of the Exchange Act:  None Check whether the issuer: (1) filed
all reports to be filed by Section 13 or 15(d) of the Exchange Act during the past 12
months (or such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes |X|                No |_| Check if there is no disclosure of
delinquent filers in response to Item 405 of Regulation S-B is not contained in this
form, and no disclosure will be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB. |X| State issuers revenues for its most
recent fiscal year:    $0 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.): $270,679 as of the time of this filing
based on the Companys offering price of its common shares of $0.25 per share. 1   (ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGSDURING THE PAST FIVE YEARS)


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


Yes: |_|               No:
|_|


(APPLICABLE ONLY TO
CORPORATE REGISTRANTS)


State
the number of shares outstanding of each of the issuers classes of common equity, as
of the latest practicable date: 8,000,000 shares of common stock were outstanding as of
October 1, 2004.


Transitional
Small Business Disclosure Format (check one):


Yes |_|                  No
     |X|


DOCUMENTS INCORPORATED
BY REFERENCE


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


None.



2



AMICI VENTURES, INC.
Form 10-QSBYear Ended June 30, 2004


TABLE OF CONTENTS



PART I



PAGEItem
      1.    Description of Business
    
    
    
    4Item
      2.    Description of Property
    
    
    
    14Item
      3.    Legal Proceedings
    
    
    
    14Item
      4.    Submissions of Matters to a Vote of Security Holders
    
    
    
    14PART
      IIItem
      5.    Market For Common Equity and Related Stockholder Matters
    
    
    
    14Item
      6.    Managements Discussion and Analysis or Plan of
      Operation
    
    
    
    15Item
      7.    Financial Statements
    
    
    
    18Item
      8.    Changes in and Disagreements with Accountants on Accounting
      and
                       Financial Disclosures
    
    
    
    18Item
      8A. Controls and Procedures
    
    
    
    18Item
      8B. Other Information
    
    
    
    18PART
      IIIItem
      9.    Directors, Executive Officers, Promoters and Control
      Persons;
                      Compliance
      with Section 16(a) of the Exchange Act
    
    
    
    18Item
      10.  Executive Compensation
    
    
    
    19Item
      11.  Security Ownership of Certain Beneficial Owners and Management
      and
                       Related
      Stockholder Matters
    
    
    
    20Item
      12.  Certain Relationships and Related Transactions
    
    
    
    21Item
      13.  Exhibits
    
    
    
    22Item
      14.  Principal Accountant Fees and Services
    
    
    
    223



AMICI VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)


PART I



ITEM 1. DESCRIPTION OF
BUSINESS


A. Business


Amici Ventures, Inc. was organized in
September 1995. In 1997, it acquired Maxwell Entertainment, Inc. (MEI) from
Mitchell Maxwell and Victoria Maxwell. Along with MEI, we were originally engaged in the
development and production of entertainment properties including plays, musicals for the
live stage, independent feature films and other entertainment projects. References herein
to the Company, we, us, or our refer to
Amici Ventures, Inc.


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


Contemporaneously with the
acquisition of MEI, we began to explore the use of the Internet as a method of
distribution of feature films. As we increased our commitment to the direct Internet
distribution of films it began to reduce its interests in and pursuit of the development
and production of plays, musicals and films.


In November 1999, we formed our AM
Films division coincident with acquiring the broadband distribution rights to a motion
picture library from Dream, LLC (Dream). We intended to commercialize the
Dream film library over the Internet. Under our agreement with Dream, we were granted an
exclusive right and license to prepare, distribute and transmit approximately 150 motion
pictures on the Internet. The Agreement with Dream expired in October 2003.


The refocus of our operational plans
led to Mitchell Maxwell and Victoria Maxwells departure. Shortly thereafter, we
discontinued our film and theatrical development and production business in order to
concentrate on the AM Films division and video on-demand concept.


We are not presently, nor have we
been subject to any bankruptcy, receivership or similar proceedings.


In May 2000, we executed our first
agreement for the video on-demand exploitation of our motion pictures with Very
Independent Films. The concept of video on-demand involves the delivery of
motion pictures electronically in a digital format. An internet user has the ability to
select a motion picture from a menu of offerings listed on a web site and the motion
picture is then transmitted on his/her computer screen. Under our agreement, we granted
Very Independent Films a sub-license to broadcast the motion pictures in our library over
their website in return for a percentage of the revenues they collect from their customers
for the transmissions. Our agreement with Very Independent Films was non-exclusive.
Accordingly, since Very Independent Films was not able to develop the technology necessary
to broadcast motion pictures over the internet in a commercially viable manner, we
acquiesced in the termination of the agreement with Very Independent Films as well as the
license agreement with Dream in October 2003.


After attempting, unsuccessfully, to
establish relationships with sufficient distributors to successfully deliver our films
through direct online methods, and failing to secure necessary financing to sustain and
advance the marketing and technology of this emerging market, we sought to refocus our
business direction to other areas of the entertainment industry not burdened by increasing
technological and legal barriers.


4






AMICI VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)


This realization supported our move
away from the Internet video-on-demand business. This ultimately led, in October of 2003,
to a change in our management and control and a return to our former core operational
plan, including the return of Mitchell Maxwell and Victoria Maxwell as officers and
directors.


B. Change
in Control of the Company


On October 13, 2003, pursuant to an
Agreement dated October 8, 2003, Mr. Anthony Russo the former President and sole
Director of the Amici Ventures, Inc., sold an aggregate of 3,755,994 shares of our common
stock, representing approximately 47% of our issued and outstanding shares, to a group of
investors including Victoria Maxwell as to 1,950,494 shares and James Cardwell as to
100,000 shares. Effective October 24, 2003, after appointing Ms. Maxwell and
Messrs. James Cardwell and Mitchell Maxwell to our Board of Directors, Mr. Russo
resigned his position as an officer and director. Ms. Victoria Maxwell and
Messrs. James Cardwell and Mitchell Maxwell were appointed to act as directors.


In addition to the change in control
described above, we were also released from our then outstanding related party debts,
including accrued interest.


C. Current Operations


Immediately following the change in
management and control, we took steps and sought the following steps to pursue:



the
purchase and exploitation of literary rights for the production of both film and
live-stage properties;
the
development of an independent film production business;
the
development of a live-stage theatrical production business;
the
management consulting agreements with regional not-for-profit and professional theatres
companies;
the
consulting agreements with independent theatrical and/or film production companies;
the
acquisition of, or management of theatrical real estate,
the
alliances with companies that currently possess rights or agreements desired by us,We plan to coordinate the efforts
between film, theatre, real estate, management and music publishing follow the nature
synergies that exist between each industry 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 production to present in its own theaters, it will be able to rent its
venues creating a source of sustaining income.


As both a theatre owner and the
presenter of original works, the long-term income derived from the licensing of literary
rights will benefit us in two ways. Many literary works developed for the stage may also
have potential as a feature film and access and acquisition cost barriers are reduced with
a common producer of both film and theatre are united. As we develop a management company
for both real estate and theatrical productions, we will be able to secure additional
revenue sources common to the industry. Another natural synergy of the theatrical and
movie industry includes music publishing originated or released in association with a
musical or a movie. As we develop, we will continue to seek partners and potential
companies for acquisition within the recording and music publishing industry.


We had entered into Agreements with
Sibling Entertainment, Inc. (Sibling) in October 2003 (See Common
Control and Potential Conflicts of Interest). Mitchell Maxwell, Victoria Maxwell and
James Cardwell were elected by the Board of Directors as President/CEO, Secretary/Vice
President and Treasurer/CFO, respectfully. All three individuals have owned and operated
in the same positions and capacity, Sibling, a similar company engaged the production of
theatrical and film properties as well as real estate management.


We believe that the expertise of
these principals provides a key advantage for us to achieve our business plan and
operations with officers currently active in similar interests. As a result, we and
Sibling agreed to share offices. In addition, we were awarded a contract and agreed to
provide consulting services to Sibling Pictures, Inc (SPI) (a wholly owned
subsidiary of Sibling) to assist it in the development of its film production business. To
reduce our costs of its Executive and Management staff and related overheads, Sibling
agreed to provide such services as deemed necessary by us for a fee at arms length
for similar services that would be provided in the industry. To develop its theatrical
consulting and management division, we acquired from Sibling a management agreement
consulting the New Denver Civic Theatre (DCT) which has since been renewed
directly by us.


5






AMICI VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)




Currently, the earnings for services
provided to Sibling and from services provided and earned from other consulting agreements
over the shared costs of corporate overheads reimbursed to Sibling provide us with the
ability to operate and profit and pursue an expansion of its operations.


D. Industry Analysis


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


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


Theatre Overview


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


New York Theatrical
Industry


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


6


AMICI VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)



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


Regional Professional
and not-for-profit Theatre Industry


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


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


7


AMICI VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
8


AMICI VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)



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 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.


9


AMICI VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)



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 screenwrighters and
seek out theaters and theatrical productions which might make use of our management and
consulting services. For those business divisions where we create a final product (a film
or theatrical production) for consumers, the only supplier would be those individuals or
third parties that write the scripts we would purchase or option. Our business does not
rely on suppliers to deliver raw materials or a finished product.


Our Customers


We currently derive our revenue from
two sources, but we are not barred from accepting or expanding our sources of income, and
plan to expand further into the areas bulleted in our current operations
section above. We are not dependent upon one or a few major customers. The entertainment
industry provides revenue sources that include ticket sales for theatrical productions
produced and income derived from interests in productions, consulting fees from theaters,
management fees from theaters, financing and management fees from investors and/or
investment funds set up to fund our productions, and from film distributors who would
purchase the film from us in its finished form. The theatrical industry of Broadway limits
our ability to secure a theater from one of only three major theater 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, 2004 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.



10



AMICI VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)

11



AMICI VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)


Employees


As stated above, in October of 2003
we underwent a change in management and control. Subsequent to this change in control,
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 Sibling whereby Sibling is
to provide management, in the form of labor, to us to assist with accounting and
management.


E.
Risk
FactorsOur
current and proposed business operations may be adversely affected by a number of factors,
many of which are beyond our control, including, but not limited to the following:1.
We
have had losses, and we cannot assure future profitability.We have
                    reported operating losses for fiscal years 2002, 2003 and 2004. The
accumulated                     deficit and deficit accumulated during the development
stage at June 30,                     2004 amounted to $248,300 and $148,728,
respectively, and we experienced a net                     loss of $29,148 and $15,531,
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. Maxwell3.
Control
of Company.Our six largest shareholders own 5,892,084 shares,
                    approximately 74% of our existing issued and outstanding stock as of
June 30,                     2004. We are not aware of any agreement 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.12


AMICI VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)


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.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


AMICI VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)



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;
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.14


AMICI VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)


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.15


AMICI VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)



CAUTIONARY NOTE
REGARDING FORWARD-LOOKING STATEMENTS


This prospectus 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;
expected
activities and expenditures as we pursue our business plan; and
the
adequacy of our available cash resources.These statements appear in a number
of places in this report and include statements regarding our intent, belief or current
expectations, those of our directors or officers with respect to, among other things: (i)
trends affecting our financial condition or results of operations, (ii) our business and
growth strategies, (iii) the Internet and Internet commerce, and (iv) our financing plans.
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 prospectus, including the information discussed under the headings
Risk Factors, Managements Discussion and Analysis of Financial
Condition and Results of Operations, and 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.




ITEM 2.
DESCRIPTION OF PROPERTY(a.)
We
currently occupy space at 511 W. 25th St, NY, NY 10001. This
                    space is shared with Sibling, who is the leasee of the space, and we
pay Sibling                     $525 per month towards an agreement with Sibling 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 HOLDERSNo matters were submitted to a vote
of security holders during the last quarter of the fiscal year ended June 30, 2004.


16


AMICI VENTURES, 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, 2004, we had 8,000,000 shares issued and outstanding and 376
registered shareholders of our outstanding common stock. At the time of this filing, we
have 9,035,000 shares issued and outstanding and 850,000 shares reserved for subscriptions
and warrants and 400,000 shares reserved for outstanding convertible securities. We now
have 383 registeredholders 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) 6,063,412 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 the DCT and from producer fees associated with
managing our film funds. We expect no difficulty in producing the funds necessary to
continue business through the next 12 months.


It is the opinion of management that
the most meaningful financial information relates primarily to current liquidity and
solvency. As of June 30, 2004, we had a working capital deficiency of $29,148. We had no
bank loans as at June 30, 2004.


17


AMICI VENTURES, 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 Sibling in October 2004 (See Common Control and
Potential Conflicts of Interest) and subsequently with the DCT for consulting and
management services provided to those companies.


Currently, and as stated earlier, our
earnings for services provided to Sibling and from services provided and earned from other
consulting agreements over the shared costs of corporate overheads reimbursed to Sibling
provide us with the ability to operate and profit and pursue an expansion of its
operations.


For the Years Ended June
30, 2004 and 2003


RESULTS OF OPERATIONS


For the year ended June 30, 2004 we
had a net loss of $29,148 compared to a net loss of $15,531 in 2003, an increase in losses
of $13,617 or 88%. We experienced annual revenues of $53,583. 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. We did not sign any contract for to
provide consulting services for the year ended June 30, 2003. In addition to the fact that
we experienced annual revenues of $53,583, our expenses also significantly increased. This
significant increase in expenses is primarily due to the extra-ordinary abandonment of our
motion picture rights, which resulted in other expenses of $33,400. Further,
we experienced an increase in management expenses of $25,520, or 213%, from $12,000 for
the year ended June 30, 2003 to $37,520 for the year ended June 30, 2004. Management
expenses increased as a result of the management fee contract with Sibling, mentioned
above. In addition, we experienced an increase of $12,000 in professional fees for audit
services provided in the year ended June 30, 2004. We did not incur audit expenses in the
year ended June 30, 2003 (see Item 14: Principal Accountant Fees and
Services).


LIQUIDITY AND CAPITAL
RESOURCES


We ended fiscal 2004 with a cash
position of zero dollars ($0), as compared to $2,586 at the end of fiscal 2003. However,
subsequent to the October 2003 change in control we changed our business strategy and we
have exited the video-on-demand business and have re-focused on the theatrical and film
production and theatrical management businesses. 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


AMICI VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)



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. As of June 30, 2004, the growing medium of the Internet, particularly in the
viewing of entertainment products on-demand, is considered by many industry observers as
an enormous potential market. Historically, content has awaited new technology mediums for
transmission and has taken advantage of that growth. There are, however, numerous, well
financed companies which own substantially greater libraries of motion pictures backed by
substantial promotion funds. Should these competitors enter the Internet broadband view
on-demand market place, our plans may be affected materially. However, as of the October
2003 change in control variables and trends changed due to our return to the live-stage
theater and film businesses.


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 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.


19


ITEM 7.
FINANCIAL STATEMENTS ITEMAMICI VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)


INDEX TO THE FINANCIAL STATEMENTS




PAGEINDEX
      TO THE FINANCIAL STATEMENTS
    
    F - 1INDEPENDENT
      AUDITORS REPORT
    
    F - 2  F - 3FINANCIAL
      STATEMENTS:BALANCE
      SHEETS
    
    F  - 4STATEMENTS
      OF OPERATIONS
    
    F - 5STATEMENTS
      OF CHANGES IN STOCKHOLDERS EQUITY
    
    F - 6STATEMENTS
      OF CASH FLOWS
    
    F - 7NOTES
      TO THE FINANCIAL STATEMENTS
    
    F - 8  F - 14F-1



AMICI VENTURES, INC.(A DEVELOPMENT
STAGE COMPANY)


Board of DirectorsAmici
Ventures, Inc.New York, N.Y.


INDEPENDENT
AUDITORS REPORT


We have audited the accompanying
balance sheet of Amici Ventures, Inc. (a development stage company) as of June 30, 2004
and 2003, and the related statements of operations, changes in stockholders equity
and cash flows for the years 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. The financial statements of Amici Ventures, Inc.
as of June 30, 2002 were audited by other auditors whose report dated October 7, 2002,
expressed an unqualified opinion on those statements. Our opinion expressed herein on the
period from July 1, 2000 (inception of development stage) to June 30, 2004, as it relates
to the period July 1, 2000 to June 30, 2002 is based solely upon the audit reports and
work of other auditors.


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 Amici Ventures, Inc. (a development stage company) as of June 30, 2004 and
2003, and the results of its operations and its cash flows for the years 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.


F-2






AMICI VENTURES, INC.(A DEVELOPMENT
STAGE COMPANY)


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.


/s/ Livingston Wachtell
& Company, LLPNew York, New York December 23, 2004



F-3






AMICI VENTURES, INC.(A DEVELOPMENT
STAGE COMPANY)




BALANCE SHEETS



June
      30,2004
    
    2003AssetsCurrent assetsCash
      and cash equivalents
    
    
    $
    
    
    
    2,586Due
      from related parties
    
    
    $
    53,583
    
    $
    Total
      current assets
    
    
    
    53,583
    
    
    2,586Investment
      - motion picture rights
    
    
    
    
    
    
    33,400Total
      assets
    
    
    $
    53,583
    
    $
    35,986Liabilities
      & Stockholders EquityCurrent liabilitiesAccounts
      payable
    
    
    $
    12,000
    
    $
    Due
      to related parties
    
    
    
    43,701
    
    
    7,500Accrued
      expenses and taxes payable
    
    
    
    710
    
    
    2,166Total
      current liabilities
    
    
    
    56,411
    
    
    9,666Stockholders
      equityCommon
      stock, $.001 par value;30,000,000
      authorized shares;8,000,000
      shares issued and outstanding
    
    
    
    8,000
    
    
    8,000Additional
      paid-in capital
    
    
    
    386,200
    
    
    386,200Accumulated
      deficit
    
    
    
    (248,300
    )
    
    (248,300
    )Deficit accumulated
      during development stage
    
    
    
    (148,728
    )
    
    (119,580
    )Total
      stockholders equity
    
    
    
    (2,828
    )
    
    26,320Total
      liabilities and stockholders equity
    
    
    $
    53,583
    
    $
    35,986F-4






AMICI VENTURES, INC.(A DEVELOPMENT
STAGE COMPANY)




STATEMENTS OF OPERATIONS











For The Year
      Ended June 30,
    
    Cumulative
      Amounts Since
      Inception of
      Development
      Stage, July 1,
      2000 to June 30,2004
    
    2003
    
    2004Revenue
      related companyExecutive
      producer fees
    
    $
    53,583
    
    $
    
    
    $
    53,583Cost and
      expensesGeneral
      and administrative expenses
    
    
    56,291
    
    
    14,931
    
    
    173,361Write-off
      of investment in motionpicture
      rights
    
    
    33,400
    
    
    
    
    
    33,400Operating
      loss
    
    
    (36,108
    )
    
    (14,931
    )
    
    (153,178
    )Interest
      expense
    
    
    
    
    
    600
    
    
    2,510Loss before
      extraordinary item
    
    
    (36,108
    )
    
    (15,531
    )
    
    (155,688
    )Extraordinary
      itemIncome
      from forgiveness of debt
    
    
    6,960
    
    
    
    
    
    6,960Net loss
    
    $
    (29,148
    )
    $
    (15,531
    )
    $
    (148,728
    )Loss per
      common share  basic and diluted
    
    $
    (0.00
    )
    $
    (0.00
    )Weighted
      average number of commonshares
      outstanding basic and diluted
    
    
    8,000,000
    
    
    8,000,000F-5






AMICI VENTURES, INC.(A DEVELOPMENT
STAGE COMPANY)




STATEMENTS OF STOCKHOLDERS
EQUITY








Shares
    
    Amount
    
    Additional
      Paid-in
      Capital
    
    Accumulated
      Deficit
    
    Deficit
      Accumulated
      During
      Development
      Stage
    
    Total
      Shareholders
      EquityBalance
      at June 30, 2000
    
    
    
    6,000,000
    
    $
    6,000
    
    $
    274,200
    
    $
    (248,300
    )
    
    
    
    $
    31,900Value of
      services provided byexecutive
      for office spaceand
      management
    
    
    
    
    
    
    
    
    
    18,000
    
    
    
    
    
    
    
    
    18,000Sale of common
      shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
      for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (27,600
    )
    
    (27,600
    )Balance at
      June 30, 2001
    
    
    
    6,000,000
    
    $
    6,000
    
    $
    292,200
    
    $
    (248,300
    )
    $
    (27,600
    )
    $
    22,300Value of
      services provided byexecutive
      for office spaceand
      management
    
    
    
    
    
    
    
    
    
    18,000
    
    
    
    
    
    
    
    
    18,000Sale of common
      shares
    
    
    
    2,000,000
    
    
    2,000
    
    
    58,000
    
    
    
    
    
    
    
    
    60,000Net loss
      for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (76,449
    )
    
    (76,449
    )Balance at
      June 30, 2002
    
    
    
    8,000,000
    
    
    8,000
    
    
    368,200
    
    
    (248,300
    )
    
    (104,049
    )
    
    23,851Value of
      services provided byexecutive
      for office spaceand
      management
    
    
    
    
    
    
    
    
    
    18,000
    
    
    
    
    
    
    
    
    18,000Net loss
      for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,531
    )
    
    (15,531
    )Balance at
      June 30, 2003
    
    
    
    8,000,000
    
    
    8,000
    
    
    386,200
    
    
    (248,300
    )
    
    (119,580
    )
    
    26,320Net loss
      for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (29,148
    )
    
    (29,148
    )Balance at
      June 30, 2004
    
    
    
    8,000,000
    
    $
    8,000
    
    $
    386,200
    
    $
    (248,300
    )
    $
    (148,728
    )
    $
    (2,828
    )F-6






AMICI VENTURES, INC.(A DEVELOPMENT
STAGE COMPANY)




STATEMENTS OF CASH FLOWS









For The Year
      Ended June 30,
    
    Cumulative
      Amounts Since
      Inception of
      Development
      Stage, July 1,
      2000 to June 30,2004
    
    2003
    
    2004Cash
      flows from operating activities:Net
      loss
    
    
    $
    (29,148
    )
    $
    (15,531
    )
    $
    (148,728
    )Adjustments
      to reconcile net loss to cashprovided
      by operating activities:Value
      of services provided by executive
    
    
    
    
    
    
    18,000
    
    
    54,000Increase
      in accounts payable
    
    
    
    12,000
    
    
    
    
    
    12,000Decrease
      in accrued expenses and taxespayable
    
    
    
    (1,456
    )
    
    (4,285
    )
    
    (790
    )Motion
      picture rights written off
    
    
    
    33,400
    
    
    
    
    
    33,400Advance
      from related party-forgiveness ofDebt
    
    
    
    (7,500
    )
    
    
    
    
    (7,500
    )Net
      cash provided by (used in)operating
      activities
    
    
    
    7,296
    
    
    (1,816
    )
    
    (57,618
    )Cash flows
      from financing activitiesDue
      from related parties
    
    
    
    (53,583
    )
    
    
    
    
    (53,583
    )Advances
      from related parties
    
    
    
    43,701
    
    
    
    
    
    60,701Repayment
      to related parties
    
    
    
    
    
    
    
    
    
    (10,000
    )Sale
      of common stock
    
    
    
    
    
    
    
    
    
    60,000Net
      cash provided by (used in)financing
      activities
    
    
    
    (9,882
    )
    
    
    
    
    57,118Net decrease
      in cash
    
    
    
    (2,586
    )
    
    (1,816
    )
    
    (500
    )Cash and
      cash equivalents  beginning of period
    
    
    
    2,586
    
    
    4,402
    
    
    500Cash and
      cash equivalents  end of period
    
    
    $
    
    
    $
    2,586
    
    $
    Cash paid
      during the year for:Interest
    
    
    $
    
    
    $
    Taxes
    
    
    $
    555
    
    $
    155F-7



AMICI VENTURES, INC.(A
DEVELOPMENT STAGE COMPANY)





1.
ORGANIZATION
AND NATURE OF OPERATIONSAmici
Ventures, Inc., (the Company), is a corporation organized under the laws of
New York State in September, 1995. The Company formed its AM Films division
(AMF) in November 1999 coincident with its acquisition of broadband
distribution rights to a library of approximately 150 motion pictures, intending to offer
the library as video-on-demand for a fee over the Internet. References herein to the
Company, we, us, or our refer to Amici
Ventures, Inc.The
Company had previously been engaged in the development and production of theatrical
entertainment products as well. These activities were discontinued in May, 2000. However,
also in May, 2000, AMF executed its first broadband agreement with
VeryIndependentFilms.com. That agreement has since expired. The Company had pursued other
video on demand webcasters to distribute its titles, but terminated these efforts in
October, 2003.The
Company has been in the development stage 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. In November 2003, the Company began to provide
services to Sibling Pictures, Inc. (SPI), a related company, in connection
with its production of three films, currently in development. The Company also entered
into a separate agreement with Sibling Entertainments, Inc. (Sibling), another
related company, whereby Sibling assigned its management and consulting agreement with the
New Denver Civic Theatre, Inc. to us beginning April 1, 2004.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 the
common stock of the Company. 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.GOING
CONCERNAs
shown in the condensed financial statements, the accumulated deficit and deficit
accumulated during the development stage amounted to $248,300 and $148,728, respectively,
at June 30, 2004, and $248,300 and $119,580, respectively, at June 30, 2003. The Company
experienced a net loss of $29,148 and $15,531 for the years ended June 30, 2004 and 2003,
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 #7, 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.F-8




AMICI VENTURES, INC.(A
DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS



2.
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIESUSE
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.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, both on and off the
balance sheets as of June 30, 2004, 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.F-9




AMICI VENTURES, INC.(A
DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS



2.
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)CASH
AND CASH EQUIVALENTSThe
Company considers all highly liquid investments with a maturity of three months or less
as cash equivalents.INVESTMENT
 MOTION PICTURE RIGHTSThe
costs of acquiring film distribution rights are stated at the lower of cost, less
accumulated amortization, or net realizable value. Film acquisition costs are expensed
using the individual film forecast computation method, which is based on the ratio of the
current periods gross revenues to estimated total gross revenues from each film on
an individual basis. Estimates of total gross revenues can change significantly due to a
variety of factors, including the level of market acceptance of film and television
products, advertising rates and subscriber fees. Accordingly, revenue estimates and
amortization are reviewed periodically whenever events or changes in circumstances
indicate that the carrying amount of the film may not be recoverable in accordance with
Financial Accounting Standards Board Statement No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets.Upon
the change in control of the Company, in October, 2003, and consistent with the decision
to terminate the pursuit of the distribution of the film library, the unamortized portion
($33,400) of the asset was written off.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 carryforwards. 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.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.F-10




AMICI VENTURES, INC.(A
DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS


2.
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)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.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 30,2004
    
    2003NUMERATOR
      FOR BASIC AND DILUTED LPS 
           Net loss to common shareholders
    
    
    $
    (29,148
    )
    $
    (15,531
    )DENOMINATOR
      FOR BASIC AND DILUTED LPS 
           Weighted average shares of common stock 
             outstanding
    
    
    
    8,000,000
    
    
    8,000,000LPS 
      Basic and diluted
    
    
    $
    (.00
    )
    $
    (.01
    )3.
RELATED
PARTY TRANSACTIONSDUE
FROM RELATED PARTIESIn
November, 2003, the Company entered into an agreement with Sibling Pictures, Inc. (SPI)
to consult in the development and production efforts of independent films undertaken by
SPI and its 100% owned subsidiary Sibling Pictures Fund, LLC. (SPFLLC). The
agreement provides executive consulting revenues in the amount of $4,167 per month up to
a maximum of $50,000. The Company recognized revenue for these services in the amount of
$33,333 for the year ended June 30, 2004. The arrangement agreed to by the parties
includes a condition of contingency in the collection of the receivable from SPI which is
based on the availability of funds generated by the first capitalization of SPFLLCs
funding of film projects. The consulting revenue generated by the Company during the year
ended June 30, 2004 was in support of long term ongoing efforts which in the motion
picture industry are normally entered into well in advance of a films finance,
production, or sale and subsequent release in the independent feature film exhibition and
distribution markets. Thus, this limitation as to the collectibility of the receivable
from SPI, which amounted to $33,333 at June 30, 2004, is at risk only if SPFLLC fails to
raise sufficient capital. Management believes, based on its past experience, the
uncertainty of collection of the related party receivable is unlikely.F-11




AMICI VENTURES, INC.(A
DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS



3.
RELATED
PARTY TRANSACTIONS (Continued)During
April, 2004, the Company entered into an agreement with Sibling, whereby Sibling assigned
to the Company a management and consulting agreement with the New Denver Civic Theatre,
Inc., a Colorado not-for-profit corporation. The Company recognized revenue for these
services in the amount of $20,250 for the year ended June 30, 2004. The agreement with
the New Denver Civic Theatre was subsequently renewed directly with the Company on July
1, 2004.The
concentration of 100% of the Companys revenues and related receivables as of and
for the year ended June 30, 2004 as described above exposes the Company to a relatively
greater degree of risk of loss than would be the case with greater customer
diversification.DUE
TO RELATED PARTIESFor
the year ended June 30, 2003, the Company maintained its office facility rent-free within
the residence of an executive. The executive donated the use of the office space and his
services to the Company free of charge. Included in the accompanying financial statements
are expenses of $1,500 per month relating to rent and services which will not be paid.
Accordingly, $18,000 has been credited to additional paid-in capital based on
managements best estimate of the fair value of the office space and services
provided.In
October, 2003, the Company entered into an agreement, renewable annually, with Sibling for
office space, related utilities and management services. 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.LOAN
PAYABLE AND FORGIVENESS OF DEBTThe
Company was indebted to entities owned by the Companys former president and a
certain shareholder in amounts totaling $7,500 at June 30, 2003. These unsecured
obligations bore interest at 8% and matured on June 30, 2002.In
October, 2003, with the change in ownership, the Company was released from its obligation
to repay $7,500 plus accrued interest of $2,010 as of June 30, 2003 less subsequent
repayments made of $2,550. The resulting forgiveness of debt of $6,960 is included on the
statement of operations for the year ended June 30, 2004.F-12




AMICI VENTURES, INC.(A
DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS




4.
DEFERRED
INCOME TAXESThe
Company has a loss carryforward of approximately $173,000 at June 30, 2004 which may be
offset against future taxable income. However, due to a change in control of the Company,
the deductibility of these losses is subject to IRS Sec. 382 limitation. Under the
limitation, the maximum annual amount which may be offset against future taxable income is
limited to $4,260 and the carryforward loss expires in the year 2023. In addition, at June
30, 2004, the Company has a capital loss carryover for income tax purposes of $33,000
which may be applied against taxable capital gains in future years. Due to the uncertainty
regarding the success of the future operations and the limitation, management has not
recorded a deferred tax asset.5.
CHANGE
IN CONTROL OF THE COMPANYOn
October 13, 2003, pursuant to an Agreement dated October 8, 2003, Mr. Anthony Russo
the former President and sole Director of the Amici Ventures, Inc., sold an aggregate of
3,755,994 shares of our common stock, representing approximately 47% of the Companys
issued and outstanding shares, to a group of investors including Victoria Maxwell as to
1,950,494 shares and James Cardwell as to 100,000 shares. Effective October 24, 2003,
after appointing Ms. Maxwell and Messrs. James Cardwell and Mitchell Maxwell to
our Board of Directors, Mr. Russo resigned his position as an officer and director of
the Company.6.
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 over the internet. The Company had unsuccessfully pursued other
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 picture rights in the
amount of $33,400 is included in the statement of operations for the year ended June 30,
2004.7.
SUBSEQUENT
EVENTSSALES
OF UNREGISTERED EQUITY SECURITIESIn
July, 2004 the Company entered into definitive agreements for the sale and issuance of
convertible debentures, common stock and warrants to purchase common stock to certain
accredited investors in a private placement financing transaction. The Company will use
the gross proceeds from this transaction for general working capital purposes.F-13




AMICI VENTURES, INC.(A
DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS





SALES OF UNREGISTERED EQUITY
SECURITIES (Continued)


The Company has offered for sale an
aggregate principal amount of $300,000 of convertible debentures at par. These
convertible debentures mature 180 days from the date of issuance. As of the date of this
filing, an aggregate principal amount of $100,000 has been sold under this offering. This
offering will continue until December 31, 2004.


(i)
                     In addition, In August of 2004, the Company entered into definitive
                    subscription agreements with three investors for the purchase of an
aggregate of                     160,000 shares of its common stock at a purchase price
of $0.25 per share or                     $40,000 in the aggregate and 100,000 shares at
a price of $0.30 per share or                     $30,000 in the aggregate;(ii)
                     The Company has 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 were recorded as compensation at fair market                     value on
the date of issuance at the price of $0.25 per share, or $93,750 in the
                    aggregate; and(iii)
                     The Company has commenced an offering pursuant to which it will
offer and sell                     up to a maximum, aggregate 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. As of the date of this report, an
aggregate principal amount of $100,000, or 100,000 units (or 400,000 shares), was sold
under this offering.F-14




AMICI VENTURES, INC.(A
DEVELOPMENT STAGE COMPANY)



ITEM 8.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREOn November 18, 2004 we engaged
Livingston, Wachtell & Co., LLP (LW&Co) as the principal accountant to
audit our financial statements for the year ended June 30, 2004 and for the quarters ended
September 30, 2004 and December 31, 2004. LW&Co were previously engaged, for the first
time, on May 17, 2004 as the principal accountant to audit our financial statements for
the year ended June 30, 2003 and for the quarters ended March 31, 2003, September 30,
2003, December 31, 2003 and March 31, 2004. During the two years previous to the earliest
period provided above, and any subsequent period, we did not consult LW&Co 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


Change in Fees from the
New Denver Civic Theatre, Inc.


Beginning September 1, 2004, our
monthly revenue from the New Denver Civic Theatre, Inc. decreased to $6,600 per month,
down $150, or 2%, from $6,750 per month, as a result of a the removal of all previously
allocated salary incurred for the additional services of Richard Bernstein, President of
the New Denver Civic Theatre, Inc.


Change in Fees to Sibling
Entertainment, Inc.


Beginning September 1, 2004, our
monthly fees paid to SEI decreased to $7,086 per month, down $2,000, or 22%, from $9,086
per month, as a result of the removal of management fees related to Richard Bernstein.


Sales of Unregistered
Equity Securities


We have offered for sale an aggregate
principal amount of $300,000 of convertible debentures at par. These convertible
debentures mature 180 days from the date of issuance. As of the date of this filing, an
aggregate principal amount of $100,000 has been sold under this offering. This offering
will continue until December 31, 2004.


In Addition, the Company has
commenced an offering pursuant to which it will offer and sell up to a maximum, aggregate
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. As of the date of this report, an aggregate principal amount of $100,000, or
100,000 units (or 400,000 shares), was sold under this offering.


19






AMICI VENTURES, INC.(A
DEVELOPMENT STAGE COMPANY)


Investment in Theatrical
Option


We invested $13,500 on September 13,
2004 in Youve Got It All, L.P., a limited partnership formed to produce and present
the theatrical stage production in New York City of the dramatic stage play entitled
The IT Girl by BT McNicholl, Michael Small and Paul McKibbins scheduled to
open on or about February 14, 2005. If the limited partnership is fully capitalized at
$1,350,000 according to the partnership agreement, we would be entitled to receive one
(1%) percent of distributions from the partnership until recoupment of the entire
capitalization, plus one-half of one (0.50%) percent of the limited partnership net profit
distributions. Our investment selected the option Authorizing Immediate Use of Funds
Not Waiving Refund.   This production of The IT Girl as the
first major production of this literary work and the limited partnership has the right to
derive income from the New York City production as well as participate in additional
interests and income granted by the author(s) from subsequent productions.


20


AMICI VENTURES, 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


As of June 30,2003 and we had an
executive officer, as follows:



Name
    
    
    Age
    
    Positions
      held with the Company
    
    
    SinceAnthony
      R. Russo
    
    
    
    59
    
    President,
      Chief Financial Officer And Director
    
    
    1999Due to the change in control,
Mr. Russo resigned on October 24, 2003 and the following persons were subsequently
appointed and serve at the time of this filing:



Name
    
    
    Age
    
    Positions
      held with the Company
    
    
    SinceMitchell
      Maxwell
    
    
    
    52
    
    President,
      Chief Executive Officer And Director
    
    
    2003Victoria
      Maxwell
    
    
    
    41
    
    Vice President
      And Director
    
    
    2003James S.
      Cardwell
    
    
    
    45
    
    Chief Financial
      Officer And Director
    
    
    2003The 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 Sibling 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, Sibling, is one of the producers of Brooklyn which opened on Broadway
October 21, 2004, currently running at the Plymouth Theater (New York).


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.


21


AMICI VENTURES, INC.(A
DEVELOPMENT STAGE COMPANY)



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
Sibling, 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.


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


None.


     (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, 2004, 2003, and 2002.
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.



ITEM 11.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERSAs of June 30, 2004, we did not have
any compensation plans (including compensation arrangements) under which our equity
securities are authorized for issuance.


22


AMICI VENTURES, INC.(A
DEVELOPMENT STAGE COMPANY)




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
      ClassJames
      S. Cardwell*
    
    
    
    100,000
    
    
    
    1.11
    %17 East 126th
      Street, apt #4NY, NY 10035Barry Davis
      ROTH IRA***
    
    
    
    615,000
    
    
    
    6.65
    %7281 Coral
      Cove WayBoca Raton,
      FL 33496A.B. Goldberg
    
    
    
    1,000,000
    
    
    
    11.07
    %5997 South
      Holly St., #201Greenwood
      Village, CO 80111Malibu Holdings,
      LLC**
    
    
    
    500,000
    
    
    
    5.53
    %2805 East
      Long CourtLittleton,
      CO 80121Herbert Maxwell
    
    
    
    599,756
    
    
    
    6.64
    %440 East
      56th StreetNew York,
      New York 10021Victoria
      Maxwell
    
    
    
    1,412,994
    
    
    
    15.64
    %202 East
      21st Street, Apt 2BNew York,
      NY 10010Sami Miro
    
    
    
    640,000
    
    
    
    7.08
    %4582 S. Ulster
      Street, Ste 1501Denver, CO
      80237NMG, LLC**
    
    
    
    500,000
    
    
    
    5.53
    %2805 East
      Long CourtLittleton,
      CO 80121Joseph Sierchio
    
    
    
    495,200
    
    
    
    5.48
    %845 Third
      Avenue - 8th FloorNew York,
      New York 10022Stan Tynski
    
    
    
    1,739,334
    
    
    
    19.25
    %10200 East
      Girard Ave., Bldg. C, Ste 250Denver, CO
      80231All directors,
      executive officersand significant
      employees as agroup (2
      people)
    
    
    
    1,512,994
    
    
    
    16.75
    %*
James
S. Cardwell is CFO of Amici Ventures, Inc.**
A.B.
Goldberg is a partner of NMG, LLC and Malibu Holdings, LLC.***
Barry
Davis ROTH IRA as nominee for VarGrowth Corporation.23


AMICI VENTURES, INC.(A
DEVELOPMENT STAGE COMPANY)


24


AMICI VENTURES, INC.(A
DEVELOPMENT STAGE COMPANY)


Subsequently, we sold debentures to and
signed subscription agreements with new investors totaling 400,000 shares of new
issuances. Each of these new investors hold a 1% share or less of our total outstanding
common stock.


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



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. Russo, our President from
September 1999 to October 2003, provided us with office space and certain office equipment
without rent or reimbursement and plans to continue to do so for the foreseeable future
during the period covered by this report.


Mr. Sierchio was a member of the
firm of Eiseman, Levine, Lehrhaupt and Kakoyiannis PC, our legal counsel, for the year
ended June 30, 2003 and continues to serve as our legal counsel as a partner of the firm
Sierchio, Grecco and Grecco PC. 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 Sibling, a New York corporation of which Victoria Maxwell is a
controlling stockholder, whereby Sibling in exchange for a monthly fee from us, agreed to:
(1) permit us to use of Sibling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), and (2) Sibling would assign its management and consulting agreement with the
DCT, a Colorado not-for-profit corporation, whereby we would earn $6,750 per month. The
agreement with DCT was subsequently renewed directly with us on July 1, 2004.


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


Per the change in control, were
released from our then outstanding related party debts, including accrued interest.


Please see the subsequent events
paragraph for other material related party transactions that occurred after June 30, 2004.


25


AMICI VENTURES, INC.(A
DEVELOPMENT STAGE COMPANY)





ITEM 13.
EXHIBITS AND REPORTS ON FORM 8K.(a)
Exhibits: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 3.3
Restated Agreement with Dream LLC dated August 1, 2002.

ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICESAudit Fees


For the years ended June 30, 2004,
2003 and 2002 we incurred $12,000, $0, $6,500, 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, 2004,
2003 and 2002 we paid $0, $0 and $1,000, respectively to Richard Lucas, CPA for tax
preparation services provided. For the years ended June 30, 2004 and 2003, our officers
prepared the taxes.


26


AMICI VENTURES, 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/ James S. Cardwell
      
    
    Chief
      Financial Officer
    
    January
      28, 2005James S.
      CardwellIn
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/ James S. Cardwell
      
    
    Chief
      Financial Officer
    
    January
      28, 2005James S.
      CardwellSIGNATURE
    
    TITLE
    
    DATEBy:
      /s/ Mitchell Maxwell
      
    
    President
    
    January
      28, 2005Mitchell Maxwell27