UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



For the Quarterly Period Ended June 30, 2005

Commission File Number: 000-29325





ENTERTAINMENT CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)





|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Nevada                                                                     87-0643633
(State or other jurisdiction of                                                                    (I.R.S. Employer
incorporation or organization)                                                                   Identification No.)

43180 Business Park Drive, Suite 202, Temecula, CA 92590
(Address of principal executive offices)

(951) 587-9100
(Issuers telephone number, including area code)

Alexandria Holdings, Inc. 1403 East 900 South, Salt Lake City, Utah 84105
(former name, former address and former fiscal year if changed since last report)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [   ] Yes  [ X  ] No



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). [   ] Yes  [ X  ] No



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [   ] Yes  [ X ] No



APPLICABLE ONLY TO CORPORATE ISSUERS:

The Registrant had 1,726,974 shares of its common stock, $0.001 par value, outstanding as of October 26, 2005.



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ENTERTAINMENT CAPITAL CORPORATION

TABLE OF CONTENTS

|                                                                                                |   
|----------------------------------------------------------------------------------------------- | --
|PART I FINANCIAL INFORMATION                                                                    | 3 
|ITEM 1   FINANCIAL STATEMENTS                                                                   | 3 
|ITEM 2.   MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 10
|ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS                             | 11
|ITEM 4.  CONTROLS AND PROCEDURES                                                                | 13
|PART II OTHER INFORMATION                                                                       | 13
|ITEM 1. LEGAL PROCEEDINGS                                                                       | 13
|ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                             | 13
|ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                                         | 13
|ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                     | 13
|ITEM 5. OTHER INFORMATION                                                                       | 13
|ITEM 6. EXHIBITS                                                                                | 13
|SIGNATURES                                                                                      | 14







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PART I  FINANCIAL INFORMATION



Item 1. Financial Statements.





















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|                                                                      |  |   |             |              |         
|--------------------------------------------------------------------- |  | - | ----------- | ------------ | --------
|ENTERTAINMENT CAPITAL CORPORATION(formerly Alexandria Holdings, Inc.)
|(A Development Stage Company)                                        
|BALANCE SHEETS                                                       
|                                                                      |  |   | June 30,    | December 31,
|ASSETS                                                                |  |   | 2005        |              | 2004    
|                                                                      |  |   | (unaudited) |              |         
|Current assets:                                                       |  |   |             |              |         
|Cash                                                                  |  | $ | 376         | $            | 537     
|                                                                      |  |   |             |              |         
|Total current assets                                                  |  | $ | 376         | $            | 537     
|                                                                      |  |   |             |              |         
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                 |  |   |             |              |         
|                                                                      |  |   |             |              |         
|Current liabilities:                                                  |  |   |             |              |         
|Accounts payable                                                      |  | $ | 10,096      | $            | 6,939   
|Related party payable                                                 |  |   | 4,600       |              | 4,600   
|Note payable                                                          |  |   | 4,500       |              | 4,500   
|                                                                      |  |   |             |              |         
|Total current liabilities                                             |  |   | 19,196      |              | 16,039  
|                                                                      |  |   |             |              |         
|Commitments                                                           |  |   | -           |              | -       
|                                                                      |  |   |             |              |         
|Stockholders' deficit:                                                |  |   |             |              |         
|Preferred stock, $.001 par value, 5,000,000 shares                    |  |   |             |              |         
|authorized, no shares issued and outstanding                          |  |   | -           |              | -       
|Common stock, $.001 par value, 2,000,000,000 shares                   |  |   |             |              |         
|authorized,1,726,974 shares issued and outstanding                    |  |   | 1,727       |              | 1,727   
|Additional paid-in capital                                            |  |   | 7,635       |              | 7,635   
|Deficit accumulated during the development stage                      |  |   | (28,182)    |              | (24,864)
|                                                                      |  |   |             |              |         
|Total stockholders' deficit                                           |  |   | (18,820)    |              | (15,502)
|                                                                      |  |   |             |              |         
|Total liabilities and stockholders' deficit                           |  | $ | 376         | $            | 537     





The accompanying notes are an integral part of these financial statements.

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|                                                                                                                                         |   |                                    |  |                                      |   |           |  |           |   |                     |  |  |  |  |  |  |  | 
|---------------------------------------------------------------------------------------------------------------------------------------- | - | ---------------------------------- |  | ------------------------------------ | - | --------- |  | --------- | - | ------------------- |  |  |  |  |  |  |  | 
|ENTERTAINMENT CAPITAL CORPORATION(formerly Alexandria Holdings, Inc.)
(A Development Stage Company)
(unaudited)
STATEMENTS OF OPERATIONS
|                                                                                                                                         |   | For the six months 
ended June 30, |  | For the three months 
ended June 30, |   |          
|                                                                                                                                         |   | 2005                               |  | 2004                                 |   | 2005      |  | 2004      |   | Cumulative
  Amount
|                                                                                                                                         |   |                                    |  |                                      |   |           |  |           |   |                    
|Revenue                                                                                                                                  | $ | -                                  |  | -                                    | $ | -         |  | -         | $ | -                  
|                                                                                                                                         |   |                                    |  |                                      |   |           |  |           |   |                    
|General and administrative costs                                                                                                         |   | 3,318                              |  | 1,677                                |   | 43        |  | 832       |   | 28,182             
|                                                                                                                                         |   |                                    |  |                                      |   |           |  |           |   |                    
|Loss before income taxes                                                                                                                 |   | (3,318)                            |  | (1,677)                              |   | (43)      |  | (832)     |   | (28,182)           
|                                                                                                                                         |   |                                    |  |                                      |   |           |  |           |   |                    
|                                                                                                                                         |   |                                    |  |                                      |   |           |  |           |   |                    
|Provision for income taxes                                                                                                               |   | -                                  |  | -                                    |   | -         |  | -         |   | -                  
|                                                                                                                                         |   |                                    |  |                                      |   |           |  |           |   |                    
|Net loss                                                                                                                                 | $ | (3,318)                            |  | (1,677)                              | $ | (43)      |  | (832)     | $ | (28,182)           
|                                                                                                                                         |   |                                    |  |                                      |   |           |  |           |   |                    
|                                                                                                                                         |   |                                    |  |                                      |   |           |  |           |   |                    
|Loss per common share - basic and diluted                                                                                                | $ | -                                  |  | -                                    | $ | -         |  | -         |   |                    
|                                                                                                                                         |   |                                    |  |                                      |   |           |  |           |   |                    
|Weighted average common shares -                                                                                                         |   |                                    |  |                                      |   |           |  |           |   |                    
|basic and diluted                                                                                                                        |   | 1,726,974                          |  | 1,726,974                            |   | 1,726,974 |  | 1,726,974 |   |                    





The accompanying notes are an integral part of these financial statements.

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| |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 



|                                                                      |                 |   |              |  |           |   |             |   |            |   |             |   |         
|--------------------------------------------------------------------- | --------------- | - | ------------ |  | --------- | - | ----------- | - | ---------- | - | ----------- | - | --------
|ENTERTAINMENT CAPITAL CORPORATION(formerly Alexandria Holdings, Inc.)
|(A Developmental Stage Company)                                      
|STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY
(unaudited)             
|December 7, 1999 (Date of Inception) to June 30, 2005                
|                                                                      |                 |   |              |  |           |   |             |   |            |   | Deficit     |   |         
|                                                                      |                 |   |              |  |           |   |             |   |            |   | Accumulated |   |         
|                                                                      |                 |   |              |  |           |   |             |   | Additional |   | During the  |   |         
|                                                                      | Preferred Stock |   | Common Stock |  | Paid-in   |   | Development |   |           
|                                                                      | Shares          |   | Amount       |  | Shares    |   | Amount      |   | Capital    |   | Stage       |   | Total   
|Balance at December 7, 1999 
(date of inception)                      | -               | $ | -            |  | -         | $ | -           | $ | -          | $ | -           | $ | -       
|                                                                      |                 |   |              |  |           |   |             |   |            |   |             |   |         
|Issuance of common stock for:                                         |                 |   |              |  |           |   |             |   |            |   |             |   |         
|Cash                                                                  | -               |   | -            |  | 155,395   |   | 155         |   | 755        |   | -           |   | 910     
|Stock subscription receivable                                         | -               |   | -            |  | 117,105   |   | 117         |   | 328        |   | -           |   | 445     
|                                                                      |                 |   |              |  |           |   |             |   |            |   |             |   |         
|Net loss                                                              | -               |   | -            |  | -         |   | -           |   | -          |   | (910)       |   | (910)   
|                                                                      |                 |   |              |  |           |   |             |   |            |   |             |   |         
|Balance at December 31, 1999                                          | -               |   | -            |  | 272,500   |   | 272         |   | 1,083      |   | (910)       |   | 445     
|                                                                      |                 |   |              |  |           |   |             |   |            |   |             |   |         
|Issuance of common stock for services                                 | -               |   | -            |  | 1,317,632 |   | 1,318       |   | 3,689      |   | -           |   | 5,007   
|                                                                      |                 |   |              |  |           |   |             |   |            |   |             |   |         
|Net loss                                                              | -               |   | -            |  | -         |   | -           |   | -          |   | (10,146)    |   | (10,146)
|                                                                      |                 |   |              |  |           |   |             |   |            |   |             |   |         
|Balance at December 31, 2000                                          | -               |   | -            |  | 1,590,132 |   | 1,590       |   | 4,772      |   | (11,056)    |   | (4,694) 
|                                                                      |                 |   |              |  |           |   |             |   |            |   |             |   |         
|Issuance of common stock for cash                                     | -               |   | -            |  | 136,842   |   | 137         |   | 2,863      |   | -           |   | 3,000   
|                                                                      |                 |   |              |  |           |   |             |   |            |   |             |   |         
|Net loss                                                              | -               |   | -            |  | -         |   | -           |   | -          |   | (3,762)     |   | (3,762) 
|                                                                      |                 |   |              |  |           |   |             |   |            |   |             |   |         
|Balance at December 31, 2001                                          | -               |   | -            |  | 1,726,974 |   | 1,727       |   | 7,635      |   | (14,818)    |   | (5,456) 
|                                                                      |                 |   |              |  |           |   |             |   |            |   |             |   |         
|Net loss                                                              | -               |   | -            |  | -         |   | -           |   | -          |   | (3,944)     |   | (3,944) 
|                                                                      |                 |   |              |  |           |   |             |   |            |   |             |   |         
|Balance at December 31, 2002                                          | -               |   | -            |  | 1,726,974 |   | 1,727       |   | 7,635      |   | (18,762)    |   | (9,400) 
|                                                                      |                 |   |              |  |           |   |             |   |            |   |             |   |         
|Net loss                                                              | -               |   | -            |  | -         |   | -           |   | -          |   | (3,849)     |   | (3,849) 

|                             |   |   |   |  |           |   |       |   |       |   |          |   |         
|---------------------------- | - | - | - |  | --------- | - | ----- | - | ----- | - | -------- | - | --------
|                             |   |   |   |  |           |   |       |   |       |   |          |   |         
|Balance at December 31, 2003 | - |   | - |  | 1,726,974 |   | 1,727 |   | 7,635 |   | (22,611) |   | (13,249)
|                             |   |   |   |  |           |   |       |   |       |   |          |   |         
|Net loss                     | - |   | - |  | -         |   | -     |   | -     |   | (2,253)  |   | (2,253) 
|                             |   |   |   |  |           |   |       |   |       |   |          |   |         
|Balance at December 31, 2004 | - | $ | - |  | 1,726,974 | $ | 1,727 | $ | 7,635 | $ | (24,864) | $ | (15,502)
|Net loss                     | - |   | - |  | -         |   | -     |   | -     |   | (3,275)  |   | (3,275) 
|                             |   |   |   |  |           |   |       |   |       |   |          |   |         
|Balance at March 31, 2005    | - | $ | - |  | 1,726,974 | $ | 1,727 | $ | 7,635 | $ | (28,139) | $ | (18,777)
|Net loss                     | - |   | - |  | -         |   | -     |   | -     |   | (43)     |   | (43)    
|                             |   |   |   |  |           |   |       |   |       |   |          |   |         
|Balance at June 30, 2005     | - | $ | - |  | 1,726,974 | $ | 1,727 | $ | 7,635 | $ | (28,182) | $ | (18,820)





The accompanying notes are an integral part of these financial statements.

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|                                                                                                                                          |   |                                   |   |                                   |   |           
|----------------------------------------------------------------------------------------------------------------------------------------- | - | --------------------------------- | - | --------------------------------- | - | ----------
|ENTERTAINMENT CAPITAL CORPORATION
(formerly Alexandria Holdings, Inc.)
(A Development Stage Company)
(unaudited)
STATEMENTS OF CASH FLOWS
|                                                                                                                                          |   | For the six months ended June 30, |   | For the six months ended June 30, |   | Cumulative
|                                                                                                                                          |   | 2005                              |   | 2004                              |   | Amounts   
|                                                                                                                                          |   |                                   |   |                                   |   |           
|Cash flows from operating activities:                                                                                                     |   |                                   |   |                                   |   |           
|Net loss                                                                                                                                  | $ | (3,318)                           | $ | (1,677)                           | $ | (28,182)  
|Adjustments to reconcile net loss to net cash                                                                                             |   |                                   |   |                                   |   |           
|used in operating activities:                                                                                                             |   |                                   |   |                                   |   |           
|Stock compensation expense                                                                                                                |   | -                                 |   | -                                 |   | 5,007     
|Increase in accounts payable                                                                                                              |   | 3,157                             |   | 1,660                             |   | 10,096    
|                                                                                                                                          |   |                                   |   |                                   |   |           
|Net cash used in operating activities                                                                                                     |   | (161)                             |   | (17)                              |   | (13,079)  
|                                                                                                                                          |   |                                   |   |                                   |   |           
|Cash flows from investing activities:                                                                                                     |   | -                                 |   | -                                 |   | -         
|                                                                                                                                          |   |                                   |   |                                   |   |           
|Cash flows from financing activities:                                                                                                     |   |                                   |   |                                   |   |           
|Increase in related party payable                                                                                                         |   | -                                 |   | -                                 |   | 4,600     
|Increase in note payable                                                                                                                  |   | -                                 |   | -                                 |   | 4,500     
|Decrease in stock subscription receivable                                                                                                 |   | -                                 |   | -                                 |   | 445       
|Issuance of common stock                                                                                                                  |   | -                                 |   | -                                 |   | 3,910     
|                                                                                                                                          |   |                                   |   |                                   |   |           
|Net cash provided by financing activities                                                                                                 |   | -                                 |   | -                                 |   | 13,455    
|                                                                                                                                          |   |                                   |   |                                   |   |           
|Net increase (decrease) in cash                                                                                                           |   | (161)                             |   | (17)                              |   | 376       
|                                                                                                                                          |   |                                   |   |                                   |   |           
|Cash, beginning of period                                                                                                                 |   | 537                               |   | 17                                |   | -         
|                                                                                                                                          |   |                                   |   |                                   |   |           
|Cash, end of period                                                                                                                       | $ | 376                               | $ | 0                                 | $ | 376       
|Cash Paid For:                                                                                                                            |   |                                   |   |                                   |   |           
|Interest                                                                                                                                  | $ | -                                 | $ | -                                 | $ | -         
|Income Taxes                                                                                                                              | $ | -                                 | $ | -                                 | $ | -         



The accompanying notes are an integral part of these financial statements.

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ENTERTAINMENT CAPITAL CORPORATION

(formerly Alexandria Holdings, Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2005 and June 30, 2004



Note 1  Nature of Organization



This summary of significant accounting policies of Entertainment Capital Corporation is presented to assist in understanding the Company's financial statements. The financial statements and notes are representations of the Company's management who are responsible for their integrity and objectivity. In the opinion of management, all adjustments which are necessary for a fair presentation of the financial statements have been included.  These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.



Organization and Business Activities



The Company was organized under the laws of the State of Nevada on December 7, 1999 (date of inception).  The Company proposes to seek business ventures that will allow for long-term growth.  Further, the Company is considered a development stage company as defined in SFAS No. 7 and has not, thus far, commenced planned principal operations.



Recent Accounting Pronouncements



Statement of Financial Accounting Standards (SFAS) No. 151, Inventory Costs  an amendment of ARB No. 43, Chapter 4, SFAS No. 152, Accounting for Real Estate Time-Sharing Transactions  an amendment of FASB Statements No. 66 and 67, SFAS No. 153, Exchanges of Nonmonetary Assets  an amendment of APB Opinion No 29, and SFAS No. 154, Accounting Changes and Error Corrections  a replacement of APB Opinion No. 20 and FASB Statement No. 3, were recently issued.  SFAS No 151, 152, 153, and 154 have no current applicability to the Company or their effect on the financial statements would not have been significant.



In December 2004, the FASB issued SFAS 123 (revised 2004), Accounting for Stock Based Compensation.  This statement supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees.  This revised statement establishes standards for the accounting of transactions in which an entity exchanges its equity instruments for goods and services, including the grant of stock options to employees and directors.  The Statement is effective for periods beginning after June 15, 2005, and will require the Company to recognize compensation cost based on the grant date fair value of the equity instruments its awards.  The Company currently accounts for those instruments under the recognition and measurement principles of APB Opinion 25, including the disclosure-only provisions of the original SFAS 123.  Accordingly, no compensation cost from issuing equity instruments has been recognized in the Companys financial statements.  The Company estimates that the required adoption of SFAS 123 (R) will not have a negative impact on its financial statements.



Note 2 - Going Concern



As of June 30, 2005, the Companys revenue generating activities are not in place, and the Company has incurred losses since inception.  These factors raise substantial doubt about the Companys ability to continue as a going concern.



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Management intends to seek additional funding through business ventures.  There can be no assurance that such funds will be available to the Company or available on terms acceptable to the Company.



Note 3  Fair Value of Financial Instruments



The Companys financial instruments consist of cash and payables.  The carrying amount of cash and payables approximates fair value because of the short-term nature of these items.



Note 4  Stock Plan



The Company has adopted a benefit plan (the Plan).  Under the Plan, the Company may issue shares of the Companys common stock or grant options to acquire the Companys common stock from time to time to employees, directors, officers, consultants or advisors of the Company on the terms and conditions set forth in the Plan.  In addition, at the discretion of the Board of Directors, stock may from time to time be granted under this Plan to other individuals, including consultants or advisors, who contribute to the success of the Company but are not employees of the Company.



As of June 30, 2005, no stock options had been issued under this plan.



Note 5  Related Party Payable



At June 30, 2005, the Company had related party payables of $4,600, due to an officer of the Company.  The payables are unsecured, non-interest bearing and due on demand.  Subsequent to the quarter ending June 30, 2005, this debt was forgiven by the officer of the Company.



Note 6  Note Payable



At June 30, 2005, the Company had a note payable of $4,500 due to an unrelated third party.  The note payable is unsecured, non-interest bearing, and due on demand.  Subsequent to the quarter ending June 30, 2005, this debt has been forgiven.



Note 7  Reverse Common Stock Split



Effective October 14, 2005, the Companys Board of Directors approved a 1-for-3.8 reverse common stock split.  All common share amounts and per share information have been retroactively adjusted to reflect this reverse common stock split in the accompanying financial statements.



Note 8  Subsequent Events



On September 9, 2005, the Company entered into a stock purchase agreement with Javelin Advisory Group, Inc.  In the terms of this stock purchase agreement, Javelin Advisory Group, Inc. purchased approximately 1,720,000 shares of the Companys common stock giving them a 95% (ninety-five percent) majority control of the Companys issued and outstanding common stock.



9

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On September 19, 2005, the Company held a special meeting of the shareholders and approved the following amendments to the Articles of Incorporation:



·

The authorized capital stock was increased to 2,005,000,000 shares, of which 2 billion shares will relate to common stock and 5 million shares will relate to preferred stock, subject to further designation by the Board of Directors of the Company.

·

The name of Company was changed to Entertainment Capital Corporation.

·

A 1-for-3.8 reverse stock split of the Companys common stock (see Note 7).



On October 7, 2005, the Company filed a definitive 14-C regarding the above transactions; however, these shareholder resolutions were effective on October 14, 2005.  Accordingly, the transactions approved by the shareholders have been reflected in the accompanying financial statements.





Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.

The following information should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Form 10-Q.

Plan of Operation

On January 25, 2005 the Companys Board of Directors elected to be regulated as a business investment company under the Investment Company Act of 1940.  As a business development company (BDC), the Company is required to maintain at least 70% of its assets invested in eligible portfolio companies, which are loosely defined as any domestic company which is not publicly traded or that has assets less than $4 million.

Liquidity and Capital Resources

The Companys financial statements present an impairment in terms of liquidity. As of June 30, 2005 the Company had $376 in current assets and the Companys total liabilities exceeded total assets by approximately $18,820.  The Company has accumulated $28,182 of net operating losses through June 30, 2005, which may used to reduce taxes in future years through 2022. The use of these losses to reduce future income taxes will depend on the generation of sufficient taxable income prior to the expiration of the net operating loss carry-forwards.  The potential tax benefit of the net operating loss carry-forwards have been offset by a valuation allowance of the same amount. The Company has not yet established revenues to cover its operating costs.  Management believes that the Company will soon be able to generate revenues sufficient to cover its operating costs through the acquisition of operating subsidiaries.   In the event the Company is unable to do so, and if suitable financing is unavailable, there is substantial doubt about the Companys ability to continue as a going concern.

Results of Operation

For the six months ended June 30, 2005, the Company had a net loss of $3,318 compared to a net loss of $1,677 for six months ended June 30, 2004.





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Item 3. Quantitative and Qualitative Disclosures About Market Risk.



RISKS RELATED TO OUR BUSINESS



We are subject to various risks that may materially harm our business, financial condition and results of operations.  You should carefully consider the risks and uncertainties described below and the other information in this filing before deciding to purchase our common stock.  If any of these risks or uncertainties actually occurs, our business, financial condition or operating results could be materially harmed.  In that case, the trading price of our common stock could decline and you could lose all or part of your investment.



We Have Historically Lost Money and Losses May Continue in the Future



We have historically lost money.   The loss for the six months ended June 30, 2005 was approximately $3,318 and future losses are likely to occur.  Accordingly, we may experience significant liquidity and cash flow problems if we are not able to raise additional capital as needed and on acceptable terms.  No assurances can be given that we will be successful in reaching or maintaining profitable operations.



We Will Need to Raise Additional Capital to Finance Operations



Our operations have relied almost entirely on external financing to fund our operations.  Such financing has historically come from a combination of borrowings and from the sale of common stock.  We will need to raise additional capital to fund our anticipated operating expenses and future expansion.  Among other things, external financing will be required to cover our operating costs.  We cannot assure you that financing whether from external sources or related parties will be available if needed or on favorable terms.  The sale of our common stock to raise capital may cause dilution to our existing shareholders.  Our inability to obtain adequate financing will result in the need to curtail business operations.  Any of these events would be materially harmful to our business and may result in a lower stock price.



There is Substantial Doubt About Our Ability to Continue as a Going Concern Due to Recurring Losses and Working Capital Shortages, Which Means that We May Not Be Able to Continue Operations Unless We Obtain Additional Funding



The report of our independent accountants on our December 31, 2004 financial statements included an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going concern due to recurring losses and working capital shortages.  Our ability to continue as a going concern will be determined by our ability to obtain additional funding.  Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.



Our Common Stock May Be Affected By Limited Trading Volume and May Fluctuate Significantly



There has been no public market for our common stock and there can be no assurance that an active trading market for our common stock will develop.  The Company may file a Form 15c-(2)(11) in an effort to obtain a quote on the NASD over-the-counter bulletin board to create a public  market.  There can be no assurance that an active trading market for our common stock will develop.  As a result, this could adversely affect our shareholders' ability to sell our common stock in short time periods, or possibly at all.  Our common stock is likely to experience in the future, significant price and volume fluctuations that could adversely affect the market price of our common stock without regard to our operating performance.  In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our

11

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common stock to fluctuate substantially. Substantial fluctuations in our stock price could significantly reduce the price of our stock.



We Could Fail to Retain or Attract Key Personnel



Our future success depends, in significant part, on the continued services of Steven R. Peacock our Chief Executive.  We cannot assure you that we would be able to find an appropriate replacement for key personnel.  Any loss or interruption of our key personnel's services could adversely affect our ability to develop our business plan.  We have no employment agreements or life insurance on Mr. Peacock.



Nevada Law and Our Charter May Inhibit a Takeover of Our Company That Stockholders May Consider Favorable



Provisions of Nevada law, such as its business combination statute, may have the effect of delaying, deferring or preventing a change in control of our company.  As a result, these provisions could limit the price some investors might be willing to pay in the future for shares of our common stock.



Our Officers and Directors Have the Ability to Exercise Significant Influence Over Matters Submitted for Stockholder Approval and Their Interests May Differ From Other Stockholders



Our executive officers and directors have the ability to appoint a majority to the Board of Directors.  Accordingly, our directors and executive officers, whether acting alone or together, may have significant influence in determining the outcome of any corporate transaction or other matter submitted to our Board for approval, including issuing common and preferred stock, and appointing officers, which could have a material impact on mergers, acquisitions, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control.  The interests of these board members may differ from the interests of the other stockholders.



RISKS RELATED TO OUR OPERATION AS A

BUSINESS DEVELOPMENT COMPANY



We May Change Our Investment Policies Without Further Shareholder Approval



Although we are limited by the Investment Company Act of 1940 with respect to the percentage of our assets that must be invested in qualified investment companies, we are not limited with respect to the minimum standard that any investment company must meet, nor the industries in which those investment companies must operate.  We may make investments without shareholder approval and such investments may deviate significantly from our historic operations.  Any change in our investment policy or selection of investments could adversely affect our stock price, liquidity, and the ability of our shareholders to sell their stock.



Our Investments May Not Generate Sufficient Income to Cover Our Operations



We intend to make investments into qualified companies that will provide the greatest overall return on our investment.  However, certain of those investments may fail, in which case we will not receive any return on our investment.  In addition, our investments may not generate income, either in the immediate future, or at all.  As a result, we may have to sell additional stock, or borrow money, to cover our operating expenses.  The effect of such actions could cause our stock price to decline or, if we are not successful in raising additional capital, we could cease to continue as a going concern.





12

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Item 4. Control and Procedures.



(a) Evaluation of disclosure controls and procedures.



Steven Peacock who serves as Entertainment Capital Corporation's chief executive officer and as Entertainment Capital Corporations chief financial officer, after evaluating the effectiveness of Entertainment Capital Corporation's disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c) as of a date within 90 days of the filing date of this quarterly report (the "Evaluation Date") concluded that as of the Evaluation Date, Entertainment Capital Corporation's disclosure controls and procedures were adequate and effective to ensure that material information relating to Entertainment Capital Corporation would be made known to him by others within those entities, particularly during the period in which this quarterly report was being prepared.



(b) Changes in internal controls.



Subsequent to June 30, 2005, the Company has adopted several internal control procedures in recognition of the importance of achieving and maintaining regulatory compliance, we have adopted namely the following: reporting requirements for access persons, code of ethics, audit committee charter, investment committee charter, investment valuation procedures and corporate compliance procedures that enforce compliance with business ethics, regulations and law.





PART II  OTHER INFORMATION



Item 1. Legal Proceedings.



None



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



None



Item 3. Defaults Upon Senior Securities.



None



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



None



Item 5. Other Information.



None



Item 6. Exhibits.



The exhibits listed below are required by Item 601 of Regulation S-K.  Each management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-Q has been identified.



13

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|            |                                                                                                    |         
|----------- | -------------------------------------------------------------------------------------------------- | --------
|Exhibit No. | Description                                                                                        | Location
|3.1         | Articles of Incorporation                                                                          | *       
|3.3         | Amendment to articles of incorporation, dated October 14, 2005                                     | ***     
|3.2         | Bylaws                                                                                             | *       
|14          | Code of Ethics adopted September 9, 2005                                                           | **      
|31.1        | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ****    
|31.2        | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ****    
|32.1        | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ****    
|32.2        | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ****    
|99(i)       | Audit Committee Charter adopted September 9, 2005                                                  | **      
|99.2(ii)    | Investment Committee Charter adopted September 9, 2005                                             | **      

* Incorporated by reference from Form 10-SB/A filed April 17, 2000.

** Incorporated by reference from Form 10-KSB filed October 11, 2005

*** Incorporated by reference from Form 8K filed October 19, 2005

****Filed herewith.





SIGNATURES

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



ENTERTAINMENT CAPITAL CORPORATION

|                                                            
|------------------------------------------------------------
|By:/s/ Steven Peacock
Steven Peacock
Chief Executive Officer

Dated: October 31, 2005





14

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EXHIBIT 31.1



SECTION 302

CERTIFICATION OF CHIEF EXECUTIVE OFFICER



I, Steven Peacock, certify that:



1. I have reviewed this quarterly report on Form 10-Q of Entertainment Capital Corporation;



2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, the results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:



(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its unconsolidated investments, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and



5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):



(a) all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and



(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



|                       |                                                               
|---------------------- | --------------------------------------------------------------
|Date: October 31, 2005 | By: /s/ Steven Peacock
Steven Peacock, Chief Executive Officer







---







EXHIBIT 31.2



SECTION 302

CERTIFICATION OF CHIEF FINANCIAL OFFICER



I, Steven Peacock, certify that:



1. I have reviewed this quarterly report on Form 10-Q of Entertainment Capital Corporation;



2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, the results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:



(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its unconsolidated investments, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and



5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):



(a) all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and



(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



|                       |                                                               
|---------------------- | --------------------------------------------------------------
|Date: October 31, 2005 | By: /s/ Steven Peacock
Steven Peacock, Chief Financial Officer



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EXHIBIT 32.1



CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report of Entertainment Capital Corporation (the "Company") on Form 10-Q for the period ending June 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Steven Peacock, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:



(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of the operation of the Company.



|                                                                          
|--------------------------------------------------------------------------
|/s/ Steven Peacock
Steven Peacock
Chief Executive Officer
October 31, 2005





---





EXHIBIT 32.2



CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report of Entertainment Capital Corporation (the "Company") on Form 10-Q for the period ending June 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Steven Peacock, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:



(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of the operation of the Company.



|                                                                          
|--------------------------------------------------------------------------
|/s/ Steven Peacock
Steven Peacock
Chief Financial Officer
October 31, 2005







---