================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 AMENDMENT NO. 1
                                       TO
                                  FORM 10-KSB/A

[X]      Annual Report Under Section 13 or 15(d) of the Securities  Exchange Act
         of 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

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

                        COMMISSION FILE NUMBER 001-14480

                      BRILLIANT DIGITAL ENTERTAINMENT, INC.
                 (Name of Small Business Issuer In Its Charter)

            DELAWARE                                            95-4592204
  (State or Other Jurisdiction                               (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)

                       14011 VENTURA BOULEVARD, SUITE 501
                         SHERMAN OAKS, CALIFORNIA 91423
              (Address of Principal Executive Offices and Zip Code)

                                 (818) 386-2180
                (Issuer's telephone Number, Including Area Code)

         Securities registered under Section 12(b) of the Exchange Act:

                                                         NAME OF EACH EXCHANGE
          TITLE OF EACH CLASS                             ON WHICH REGISTERED
          -------------------                             -------------------

                                      None

         Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, $.001 par value

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for past 90 days.

                               Yes [X]      No [_]

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of  Regulation  S-B 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. [ ]

         The issuer's  revenues for the fiscal year ended December 31, 2004 were
$8,775,000.

         At March 8, 2005,  the aggregate  market value of the voting stock held
by non-affiliates of the issuer was $1,301,438.

         At March 8, 2005,  the issuer had  42,857,153  shares of Common  Stock,
$0.001 par value, issued and outstanding.

         Transitional Small Business Disclosure Format (check one):

                               Yes [_]      No [X]

                       DOCUMENTS INCORPORATED BY REFERENCE

         None.

================================================================================


<PAGE>


                                 AMENDMENT NO. 1
                  TO THE ANNUAL REPORT ON FORM 10-KSB FILED BY
             BRILLIANT DIGITAL ENTERTAINMENT, INC. ON MARCH 30, 2004

         The  following  Items amend the Annual  Report on Form 10-KSB  filed by
Brilliant  Digital  Entertainment,  Inc. (the  "Company") on April 11, 2005 (the
"Form  10-KSB"),  as permitted by the rules and  regulations  promulgated by the
Securities and Exchange Commission.  The Form 10-KSB is hereby amended to insert
those  Items as set forth  herein.  All  capitalized  terms used  herein but not
defined shall have the meanings ascribed to them in the Form 10-KSB.


                                       2
<PAGE>


                                    PART III

ITEM 9.       DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

         The  following  sets forth  certain  information  with  respect to each
director and executive officer of the Company as of April 26, 2005.

CLASS I DIRECTOR: TERMS EXPIRING IN 2006
----------------------------------------

VINCENT J. BITETTI                  Vincent  J.   Bitetti   has  over  15  years
                                    experience in the interactive  entertainment
                                    industry.   Vincent   is   currently   chief
                                    executive  officer and director of Sanctuary
                                    Entertainment,    a   diversified   start-up
                                    entertainment     company    with    planned
                                    publishing,  production and service business
                                    units      (www.sanctuaryentertainment.com).
                                    Prior to starting  Sanctuary  Entertainment,
                                    Mr.  Bitetti  served as  President  of Crave
                                    Entertainment,  a privately  held video game
                                    publisher and distributor. He also served as
                                    Chairman  and  CEO  of  TDK  Mediactive,   a
                                    publicly  traded  electronic   entertainment
                                    company,  for 7 years, during which time Mr.
                                    Bitetti  helped to structure  and  negotiate
                                    the  sale  of TDK  Mediactive  to  Take  Two
                                    Interactive.  Mr. Bitetti also was a founder
                                    and Chief Executive  Officer of Sound Source
                                    Interactive,    the   predecessor   to   TDK
                                    Mediactive.
                                    DIRECTOR SINCE:  2004      AGE:  50
                                    MEMBER:  AUDIT  COMMITTEE  AND  COMPENSATION
                                    COMMITTEE


CLASS II DIRECTORS: TERMS EXPIRING IN 2007
------------------------------------------

RAY MUSCI                           Ray Musci has  served as a  Director  of the
                                    Company  since  October  1996.  From October
                                    1999,  Mr. Musci has served as the President
                                    and Chief  Executive  Officer and a director
                                    of  BAM!  Entertainment,  Inc.,  a  publicly
                                    traded company that develops,  publishes and
                                    distributes  entertainment software products
                                    and video games. From May 1990 to July 1999,
                                    Mr.  Musci  served as the  President,  Chief
                                    Executive  Officer  and  as  a  director  of
                                    Infogrames  Entertainment,   Inc.  (formerly
                                    Ocean of  America,  Inc.),  a  company  that
                                    develops, publishes and distributes software
                                    products.  From September 1994 to July 1996,
                                    Mr.  Musci  served  as a  director  of Ocean
                                    International,  Ltd., the holding company of
                                    Ocean of America,  Inc. and Ocean  Software,
                                    Ltd.  From August  1985 to March  1990,  Mr.
                                    Musci was Executive  Vice  President/General
                                    Manager of Data East USA, Inc., a subsidiary
                                    of Data  East  Corp.,  a  Japanese  company,
                                    where he established a consumer  division to
                                    develop, manufacture,  market and distribute
                                    consumer video games, entertainment software
                                    and  coin-operated  video  arcade  games and
                                    pinball machines.
                                    DIRECTOR SINCE:  1996      AGE:  44
                                    MEMBER:  AUDIT  COMMITTEE  AND  COMPENSATION
                                    COMMITTEE

MARK MILLER                         Mark  Miller has served as a Director of the
                                    Company since August 1996.  Since  September
                                    2000,  Mr. Miller has served as a consultant
                                    to the Company on a part time basis,  and as
                                    an investment advisor and financial planner.
                                    From  October,  1996  to  August  2000,  Mr.
                                    Miller served as Vice President,  Production
                                    and  Operations  of the Company.  Mr. Miller
                                    also  served  as  Managing  Director  of the
                                    Company's Australian  subsidiary,  Brilliant


                                       3
<PAGE>


                                    Interactive    Ideas,    Pty.   Ltd.   ("BII
                                    Australia"), from March 1994 to August 2000.
                                    Mr.  Miller  served as  President  and Chief
                                    Financial Officer of the Company from August
                                    1996 through September 1996. He was also the
                                    joint Managing  Director of e-Brilliant Pty.
                                    Limited - a Singapore based animation studio
                                    that was a joint venture between the Company
                                    and  eNewMedia,  a Hong Kong  listed  public
                                    company.    Mr.    Miller    resigned   from
                                    e-Brilliant  in December 2000. Mr. Miller is
                                    a  chartered  accountant  and has  extensive
                                    experience  in  the   development  of  large
                                    software  applications,  project management,
                                    people  management  and  team  building  and
                                    conflict resolution.
                                    DIRECTOR SINCE:  1996      AGE:  45

CLASS III DIRECTORS:  TERMS EXPIRING IN 2005
--------------------------------------------

KEVIN BERMEISTER                    Kevin  Bermeister has served as President of
                                    the Company  since  October  1996,  as Chief
                                    Executive  Officer since August 2001, and as
                                    a Director  since August 1996.  In addition,
                                    Mr.  Bermeister  has  assumed  the  role  of
                                    acting   Chief   Financial   Officer.    Mr.
                                    Bermeister  was the founder of Sega  Ozisoft
                                    Pty.  Ltd.  and  previously  served  as  its
                                    Co-Chief Executive  Officer.  Mr. Bermeister
                                    established,  ran or  served on the Board of
                                    Directors  of  various  companies  including
                                    Packard Bell NEC Australia Pty. Ltd., Jacfun
                                    Pty.  Ltd., a property  owner and developer.
                                    Mr.   Bermeister   currently   serves  as  a
                                    director of Tag-It Pacific, Inc., a publicly
                                    traded corporation.
                                    DIRECTOR SINCE:  1996      AGE:  44

ABE SHER                            Abe Sher has  served  as a  Director  of the
                                    Company since February 2002 and is currently
                                    employed  by  the  Company  on a  part  time
                                    basis.  Mr.  Sher  is the  founder  of  Aqua
                                    Sciences  LLC  and was  previously  Managing
                                    Director of Slingshot Ventures, LLC, founded
                                    in 1998.  From May  1998 to June  2001,  Mr.
                                    Sher served as Executive  Vice  President of
                                    xSides Corp. Mr. Sher also currently  serves
                                    as a member  of the  board of  directors  of
                                    Magfusion, Inc., and VKB, Inc.
                                    DIRECTOR SINCE:  2002      AGE:  44

OTHER EXECUTIVE OFFICERS
------------------------

LEE JAFFE                           Lee Jaffe has  served  as the  President  of
                                    Altnet   since   2004.   Prior  to  that  he
                                    periodically  served as Creative Director of
                                    Brilliant Digital beginning in 2001. In that
                                    capacity he produced  music videos for multi
                                    platinum artists Jah Rule, DMX, Ludicris and
                                    others.   He  is  a   musician   and  Grammy
                                    nominated record  producer,  a visual artist
                                    whose work is  represented  in the permanent
                                    collections  of many major  museums  and the
                                    author of the book, One Love,  Life with Bob
                                    Marley and the Wailers.

ANTHONY NEUMANN                     Anthony   Neumann   has   served   as   Vice
                                    President,  Business Development since 2000.
                                    Mr.  Neumann  served as  Director,  Business
                                    Development of the Company from 1996 through
                                    2000.  Mr.  Neumann has been involved in the
                                    multimedia   entertainment   industry  since
                                    1992. Prior to 1992, Mr. Neumann worked as a
                                    financial consultant at Merrill Lynch.


                                       4
<PAGE>


ANTHONY ROSE                        Anthony  Rose has served as Chief  Technical
                                    Officer of the Company  since its  inception
                                    in  1995,  and  has  been   responsible  for
                                    overseeing     the    Company's     software
                                    development team and technology direction.


AUDIT COMMITTEE FINANCIAL EXPERT.

         The Audit  Committee  currently  consists of Mr. Musci and Mr. Bitetti.
The Board of  Directors  has  determined  that  Messrs.  Musci and  Bitetti  are
"independent"  within the meaning of Item  401(e)(1)(ii)  of Regulation S-B, and
that Mr.  Musci is an "audit  committee  financial  expert",  as defined in Item
401(e)(2) of Regulation S-B.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.

         Section  16(a) of the  Securities  Exchange  Act of 1934  requires  the
Company's  executive  officers,  directors,  and  persons  who own more than ten
percent of a registered class of the Company's equity securities to file reports
of  ownership  and  changes  in  ownership  with  the SEC.  Executive  officers,
directors  and  greater-than-ten   percent  stockholders  are  required  by  SEC
regulations to furnish the Company with all Section 16(a) forms they file. Based
solely on its  review of the  copies of the  forms  received  by it and  written
representations  from certain reporting persons that they have complied with the
relevant filing  requirements,  the Company believes that, during the year ended
December  31, 2004,  all of the  Company's  executive  officers,  directors  and
greater-than-ten  percent  stockholders  complied  with all Section 16(a) filing
requirements,  except that none of the  Company's  secured debt holders  (Harris
Toibb,  Europlay 1, LLC, Preston Ford, Inc. or Capel Capital Ltd.) nor Mark Dyne
or David Wilson, beneficial owners of the secured debt holders, reported on Form
4 (i) their  acquisition  from the Company of common stock purchase  warrants in
March 2004, (ii) the amendment to their secured  promissory notes and certain of
their common stock  purchase  warrants in March 2004,  or (ii) the  amendment to
their  secured  promissory  notes and  certain of their  common  stock  purchase
warrants in November 2004. Harris Toibb subsequently reported these transactions
on Form 5 in February 2005.

CODE OF ETHICS DISCLOSURE.

         We have adopted a Code of Ethical Conduct which is applicable to all of
our  officers,  directors  and  employees,  including  our  principal  executive
officer,  principal financial officer,  principal accounting officer and persons
performing similar functions.  A copy of the Code of Ethical Conduct is filed as
an exhibit to this Annual Report on Form 10-KSB.


                                       5
<PAGE>


ITEM 10.      EXECUTIVE COMPENSATION.

                           SUMMARY COMPENSATION TABLE

         The following table sets forth,  as to the Chief Executive  Officer and
as  to  each  of  the  other  three  most  highly  compensated   officers  whose
compensation exceeded $100,000 during the last fiscal year (the "Named Executive
Officers"),  information  concerning all  compensation  paid for services to the
Company  in all  capacities  for  each of the  three  years  ended  December  31
indicated  below.  No other officer was paid more than $100,000  during the last
fiscal year.

<TABLE>
<CAPTION>
                                                      ANNUAL COMPENSATION            LONG TERM COMPENSATION
                                                    -----------------------      -----------------------------
                                                                                 NUMBER OF
                                    FISCAL YEAR                                  SECURITIES           ALL
NAME                                   ENDED                                     UNDERLYING          OTHER
PRINCIPAL POSITION                  DECEMBER 31,      SALARY        BONUS         OPTIONS         COMPENSATION
------------------                  ------------    ----------     --------      ----------       ------------
<S>                                     <C>         <C>            <C>           <C>              <C>
Kevin Bermeister..............          2004        $  275,000         --            --               --
   President & Chief                    2003        $  275,000         --        2,186,018(2)         --
   Executive Officer                    2002        $  250,000         --        5,470,000            --

Tyler Tarr (1)................          2004        $  204,600     $ 10,000           --          $ 96,654(3)
   Chief Financial Officer &            2003        $  160,000         --          750,000            --
   Secretary                            2002              --           --             --              --

Lee Jaffe (4)                           2004        $  174,138     $  5,000           --              --
President, Altnet, Inc.                 2003        $   85,000         --          165,000            --
                                        2002              --           --             --              --

Anthony Neumann...............          2004        $  154,204     $ 20,916           --              --
   Vice President, Business             2003        $  150,000     $ 10,800        500,000            --
   Development                          2002        $  150,000     $  2,191        300,000            --

Anthony Rose..................          2004        $  221,100         --             --              --
   Chief Technical Officer              2003        $  182,000         --          750,000            --
                                        2002        $  130,000         --          250,000            --
----------
<FN>
(1)      Mr.  Tarr's  employment  with the  Company as Chief  Financial  Officer
         commenced in 2003 and terminated on December 31, 2004.
(2)      In May 2003, we issued to Mr. Bermeister  options to purchase 2,186,018
         shares or our Common  Stock at an exercise  price of $0.12 per share as
         deferred  compensation  for services  rendered to us as President.
(3)      Consists of severance payments.
(4)      Mr. Jaffe's employment with the Company commenced in 2003.
</FN>
</TABLE>

OPTION GRANTS IN FISCAL 2004

         There were no stock  options  granted to the Named  Executive  Officers
during the year ended December 31, 2004.


                                       6
<PAGE>

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES

         The  following  table  sets  forth,  for  each of the  Named  Executive
Officers,  certain  information  regarding the exercise of stock options  during
fiscal 2004, the number of shares of common stock  underlying stock options held
at fiscal  year-end and the value of options held at fiscal  year-end based upon
the last  reported  sales  price  of the  common  stock on the Over the  Counter
Bulletin Board on December 31, 2004 ($0.065 per share).

<TABLE>
<CAPTION>
                          SHARES                      NUMBER OF SECURITIES
                         ACQUIRED                    UNDERLYING UNEXERCISED           VALUE OF UNEXERCISED
                            ON        VALUE               OPTIONS AT                IN-THE-MONEY OPTIONS AT
                         EXERCISE    REALIZED          DECEMBER 31, 2004               DECEMBER 31, 2004
---------------------    --------    --------    -----------------------------    ----------------------------
NAME                                             EXERCISABLE     UNEXERCISABLE    EXERCISABLE    UNEXERCISABLE
----                                             ------------    -------------    -----------    -------------
<S>                         <C>         <C>         <C>              <C>              <C>              <C>
Kevin Bermeister.....       --          --          5,331,018        2,705,000        --               --
Tyler Tarr...........       --          --            468,750               --        --               --
Anthony Neumann......       --          --            452,500          537,500        --               --
Anthony Rose.........       --          --            505,000          700,000        --               --
Lee Jaffe............       --          --                 --               --        --               --
</TABLE>

EMPLOYMENT AGREEMENTS

         As of June 1, 2003, we entered into an employment  agreement with Kevin
Bermeister,  pursuant  to which Mr.  Bermeister  serves  as our Chief  Executive
Officer and  President.  This  agreement  provides for a two year initial  term,
unless terminated earlier.  Pursuant to this agreement,  Mr. Bermeister's annual
base salary is $275,000, with annual cost-of-living adjustments.  Mr. Bermeister
is also  eligible to receive an annual bonus based on  percentage of our EBITDA.
In the event that we terminate Mr.  Bermeister's  employment  agreement  without
cause, Mr.  Bermeister  terminates the agreement with good reason or termination
upon Mr.  Bermeister's  death or  disability  (as such terms are  defined in the
agreement),  Mr. Bermeister will be entitled to receive severance payments equal
to one year of his base salary and all options to purchase our Common Stock held
by Mr. Bermeister will become fully vested and exercisable.

         As of June 1, 2003, we entered into an employment  agreement with Tyler
Tarr,  pursuant to which Mr. Tarr served as our Chief  Financial  Officer.  This
agreement  provided for a two year initial term with  automatic one year renewal
terms thereafter,  unless terminated  earlier.  Pursuant to this agreement,  Mr.
Tarr's annual base salary was $200,000, with annual cost-of-living  adjustments.
Mr. Tarr was also eligible to receive an annual bonus and was granted options to
purchase 750,000 shares of our Common Stock in accordance with the agreement. In
the event that we terminated Mr. Tarr's  employment  agreement  without cause or
Mr. Tarr terminated the agreement with good reason (as such terms are defined in
the agreement), Mr. Tarr was entitled to receive severance payments equal to one
year of his base salary.  Mr. Tarr's  employment with the Company  terminated on
December 31, 2004, and we paid Mr. Tarr $96,654 in severance pay.

         As of November 1, 2003,  we entered into an employment  agreement  with
Anthony  Neumann,  pursuant  to which Mr.  Neumann  serves  as our VP,  Business
Development.  This agreement,  as amended,  provides for a two year initial term
with automatic one year renewal terms  thereafter,  unless  terminated  earlier.
Pursuant to this agreement,  Mr. Neumann's annual base is $175,000,  with annual
cost-of-living  adjustments  plus  a  bonus  schedule  in  accordance  with  the
agreement.  Mr.  Neumann  also is  eligible  to receive an annual  bonus and was
granted  options to purchase  500,000  shares of our Common Stock in  accordance
with the  agreement.  In the event that we terminate  Mr.  Neumann's  employment
agreement without cause or Mr. Neumann terminates the agreement with good reason
(as such terms are defined in the agreement), Mr. Neumann is entitled to receive
severance payments equal to one year of his base salary.

         As of May 1, 2004,  we entered into an  employment  agreement  with Lee
Jaffe,  pursuant to which Mr. Jaffe serves as our President of Altnet, Inc. This
agreement provides for a two year term, unless terminated


                                       7
<PAGE>


earlier. Pursuant to this agreement, Mr. Jaffe's annual base salary is $200,000,
with annual cost-of-living adjustments. Mr. Jaffe also is eligible to receive an
annual bonus.  In the event that we terminate Mr. Jaffe's  employment  agreement
without cause or Mr. Jaffe  terminates  the agreement  with good reason (as such
terms are defined in the agreement), Mr. Jaffe is entitled to receive the lesser
of the  balance due  through  the second  year of the  agreement  or a severance
payment equal to one year of his base salary.

EMPLOYEE BENEFIT PLANS.

         We have  adopted a Stock  Option Plan (the "1996  Plan"),  which became
effective on September 13, 1996. Each director,  officer, employee or consultant
of the Company or any of its  subsidiaries  is eligible to be considered for the
grant of awards  under the 1996  Plan.  The  maximum  number of shares of Common
Stock  that may be  issued  pursuant  to awards  granted  under the 1996 Plan is
35,000,000,  subject to certain  adjustments to prevent dilution.  Any shares of
Common Stock  subject to an award,  which for any reason  expires or  terminates
unexercised  are again  available for issuance  under the 1996 Plan. The maximum
number of shares of Common Stock with respect to which  options or rights may be
granted under the 1996 Plan to any executive or other employee during any fiscal
year was increased at the Annual Meeting of Stockholders to an annual limitation
per  individual of up to one-half of the number of shares  reserved for issuance
under the amended 1996 Plan, subject to certain adjustments to prevent dilution.
Although any award that was duly granted may  thereafter be exercised or settled
in accordance  with its terms,  no shares of Common Stock may be issued pursuant
to any award made after  September 13, 2006.  Options  granted  generally have a
term of 10  years  and  usually  vest  over 4 years  at the rate of 25% per year
beginning on the first day in the year subsequent to the year of the grant.

DIRECTORS' COMPENSATION.

         Non-employee  directors  of the Company  currently  are paid $1,500 for
their personal  attendance at any meeting of the Board of Directors and $500 for
attendance at any telephonic meeting of the Board of Directors or at any meeting
of a committee of the Board of  Directors.  Directors  also are  reimbursed  for
their  reasonable  travel  expenses  incurred in  attending  Board or  committee
meetings.


                                       8
<PAGE>


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

PRINCIPAL STOCKHOLDERS.

         The following table sets forth as of April 15, 2005,  unless  otherwise
indicated,  certain information relating to the ownership of our Common Stock by
(i) each  person  known by the Company to be the  beneficial  owner of more than
five percent of the outstanding shares of our Common Stock (41,925,610  shares),
(ii)  each  of the  Company's  directors,  (iii)  each  of the  Named  Executive
Officers,  and (iv) all of the Company's  executive  officers and directors as a
group.  Except as may be indicated in the  footnotes to the table and subject to
applicable  community  property  laws,  each such person has the sole voting and
investment  power with respect to the shares  owned.  The address of each person
listed is in care of the Company,  14011 Ventura  Boulevard,  Suite 501, Sherman
Oaks, California 91423, unless otherwise set forth below such person's name.

<TABLE>
<CAPTION>
                                                                          NUMBER OF SHARES OF
                                                                             COMMON STOCK
                         NAME AND ADDRESS                                 BENEFICIALLY OWNED (1)    PERCENT (1)
                         ----------------                                 ----------------------    -----------
<S>                                                                          <C>                       <C>
DIRECTORS:
Kevin Bermeister....................................................         22,976,207 (2)            39.1%
Abe Sher............................................................          1,000,000 (3)             2.3
Vincent Bitetti.....................................................                 --                 --
Mark Miller.........................................................            680,000 (4)             1.6
Ray Musci...........................................................            630,000 (5)             1.4

NON-DIRECTOR NAMED EXECUTIVE OFFICERS:
Anthony Rose........................................................            800,000 (6)             1.8
Anthony Neumann.....................................................            702,500 (7)             1.6
Tyler Tarr..........................................................            468,750 (8)             1.1
Lee Jaffe...........................................................            275,000 (9)              *
Directors and officers as a group (9 persons).......................         27,532,457 (10)           43.6%

5% HOLDERS:
Harris Toibb........................................................        119,118,945 (11)           76.1
    6355 Topanga Canyon Blvd., Woodland Hills, California 91367
Mark Dyne...........................................................         34,772,089 (12)           49.3
    15821 Ventura Boulevard, Suite 525, Encino, California 91436
MarKev Services, LLC................................................         15,657,339 (13)           30.1
    15821 Ventura Boulevard, Suite 525, Encino, California 91436
Sharman Networks Limited............................................          7,000,000 (14)           14.0
    C/-BDO House, Father W H, Lini Highway, PO Box 240,
   Port Vila, Vanuatu
Capel Capital Ltd...................................................         17,431,845 (15)           28.9
Europlay 1, LLC.....................................................          9,481,500 (16)           18.1
    15821 Ventura Boulevard, Suite 525, Encino California 91436
Ronald Lachman......................................................          7,888,772 (17)           15.7
    3140 Whisperwoods Court, Northbrook, IL 60062
Joltid, Ltd.........................................................          8,000,000                18.7
    28-30 The Parade, St. Helier, JE4 8XY Jersey, Channel Islands
Kinetech, Inc.......................................................          5,000,000 (18)           10.4
    3140 Whisperwoods Court, Northbrook, IL 60062
Ziffren, Brittenham, Branca, Fischer, Gilbert-Lurie & Stiffelman, LLP.        5,000,000 (19)           10.4
    1801 Century Park West, Los Angeles, California 90067
David Wilson........................................................          5,130,946 (20)           11.0
    P.O. Box 98, Preston, Maryland 21655
Preston Ford, Inc...................................................          3,569,886 (21)            7.9
    P.O. Box 98, Preston, Maryland 21655
----------


                                       9
<PAGE>


<FN>
   *     Less than one percent.

   (1)   Under Rule 13d-3, certain shares may be deemed to be beneficially owned
         by more than one person (if,  for example,  persons  share the power to
         vote or the power to dispose of the shares).  In  addition,  shares are
         deemed to be beneficially owned by a person if the person has the right
         to acquire the shares (for example,  upon exercise of an option) within
         60 days  of the  date as of  which  the  information  is  provided.  In
         computing the percentage  ownership of any person, the amount of shares
         outstanding  is deemed to  include  the  amount of shares  beneficially
         owned  by such  person  (and  only  such  person)  by  reason  of these
         acquisition  rights. As a result,  the percentage of outstanding shares
         of any person as shown in this table does not  necessarily  reflect the
         person's actual ownership or voting power with respect to the number of
         shares of Common Stock actually outstanding at April 15, 2005.

   (2)   Consists of  (i) 595,350 shares of Common Stock, (ii) 5,571,850  shares
         of Common  Stock held by MarKev  Services,  LLC, an entity of which Mr.
         Bermeister  is a  manager,  (iii)  9,185,489  shares  of  Common  Stock
         reserved  for  issuance  upon the  exercise of warrants  held by MarKev
         Services,  LLC,  (iv) 900,000  shares of Common Stock held by a general
         partnership the managing partner of which is MarKev Services,  LLC, and
         (v)  6,723,518  shares of  Common  Stock  reserved  for  issuance  upon
         exercise of stock  options,  which  currently are  exercisable  or will
         become exercisable on or before June 14, 2005.

   (3)   Consists of 1,000,000  shares  reserved for issuance  upon  exercise of
         stock  options,   which   currently  are  exercisable  or  will  become
         exercisable on or before June 14, 2005.

   (4)   Consists of (i) 70,000  shares of Common  Stock held by the Mark Miller
         Family Trust, of which Pacific Interactive Pty. Limited is trustee, and
         (ii) 610,000 shares of Common Stock reserved for issuance upon exercise
         of stock  options,  which  currently  are  exercisable  or will  become
         exercisable  on or before June 14,  2005.  Mark Miller and his wife are
         the sole stockholders of Pacific Interactive Pty. Limited.

   (5)   Consists of 630,000  shares of Common Stock  reserved for issuance upon
         exercise of stock  options,  which  currently are  exercisable  or will
         become exercisable on or before June 14, 2005.

   (6)   Consists  of  (i)  20,000   shares  of  Common  Stock  held  by  HiTech
         Corporation  Limited  over  which Mr.  Rose has  exclusive  voting  and
         investment  power, and (ii) 780,000 shares of Common Stock reserved for
         issuance  upon  exercise  of  stock   options,   which   currently  are
         exercisable or will become exercisable on or before June 14, 2005.

   (7)   Consists of (i) 25,000  shares of Common  Stock held by Neumann  Family
         Trust,  and (ii) 677,500  shares of Common Stock  reserved for issuance
         upon exercise of stock options, which currently are exercisable or will
         become exercisable on or before June 14, 2005.

   (8)   Consists of 468,750  shares of Common Stock  reserved for issuance upon
         exercise of stock options, which currently are exercisable.

   (9)   Consists of (i) 110,000 shares of Common Stock, and (ii) 165,000 shares
         of Common Stock reserved for issuance upon exercise of warrants,  which
         currently are exercisable or will become  exercisable on or before June
         14, 2005.

   (10)  Includes (i) 10,889,768  shares of Common  Stock  reserved for issuance
         upon exercise of stock options, which currently are exercisable or will
         become exercisable on or before June 14, 2005, (ii) 6,471,850 shares of
         Common Stock held by a general partnership,  of which Mr. Bermeister is
         a general  partner,  and (iii) 165,000  shares of Common Stock reserved
         for issuance upon exercise of warrants, which currently are exercisable
         or will become  exercisable  on or before June 14, 2005 (iv)  9,185,489
         shares of Common  Stock  reserved  for  issuance  upon the  exercise of
         warrants held by a general  partnership,  of which Mr.  Bermeister is a
         general partner.


                                       10
<PAGE>


   (11)  Consists  of (i)  5,529,567  shares of Common  Stock,  (ii)  33,571,429
         shares of Common Stock reserved for issuance upon the conversion of the
         principal  amount  of  secured  convertible   promissory  notes,  (iii)
         12,711,706 shares of Common Stock reserved for issuance upon conversion
         of  the  interest  accumulated  on  the  principal  amount  of  secured
         convertible promissory notes and (iv) 67,306,243 shares of Common Stock
         reserved for issuance upon the exercise of warrants.

   (12)  Consists of (i) 594,750 shares of Common Stock,  (ii) 3,059,286 shares,
         1,179,737  shares and  5,242,477  shares of Common  Stock  reserved for
         issuance  upon the  conversion  of the  principal  amount  of a secured
         convertible  promissory note, conversion of the interest accumulated on
         the principal  amount of a secured  promissory note and the exercise of
         warrants,  respectively,  held by Europlay 1, LLC,  over which Mr. Dyne
         has exclusive  voting and  investment  power,  (iii) 900,000  shares of
         Common  Stock held by a general  partnership  the  managing  partner of
         which is MarKev  Services,  LLC, an entity of which Messrs.  Bermeister
         and Dyne are managers,  (iv)  5,571,850  shares of Common Stock held by
         MarKev Services, LLC, (v) 9,185,489 shares of Common Stock reserved for
         issuance  upon the exercise of warrants held by MarKev  Services,  LLC,
         (vi)  9,038,500  shares of Common  Stock  reserved  for  issuance  upon
         exercise of stock  options  which  currently  are  exercisable  or will
         become exercisable on or before June 14, 2005.

   (13)  Consists  of (i)  5,571,850  shares  of  Common  Stock  held by  MarKev
         Services,  LLC,  (ii) 900,000  shares of Common Stock held by a general
         partnership the managing partner of which is MarKev Services,  LLC, and
         (iii)  9,185,489  shares of Common Stock reserved for issuance upon the
         exercise of warrants held by MarKev Services, LLC.

   (14)  Consists of 7,000,000 shares of Common Stock reserved for issuance upon
         the exercise of warrants.

   (15)  Consists of (i) 5,714,286 shares  of Common Stock reserved for issuance
         upon the  conversion  of the  principal  amount of secured  convertible
         promissory  notes,  (ii)  1,925,397 shares of Common Stock reserved for
         issuance upon  conversion of the interest  accumulated on the principal
         amount of  secured  convertible  promissory  notes and (iii)  9,792,162
         shares of Common  Stock  reserved  for  issuance  upon the  exercise of
         warrants.

   (16)  Consists of (i) 3,059,286  shares of Common Stock reserved for issuance
         upon the  conversion of the principal  amount of a secured  convertible
         promissory  note,  (ii)  1,179,737  shares of Common Stock reserved for
         issuance upon  conversion of the interest  accumulated on the principal
         amount of a secured  promissory  note,  and (iii)  5,242,477  shares of
         Common Stock reserved for issuance upon the exercise of warrants.

   (17)  Consists of (i) 521,558 shares of Common Stock,  (ii) 867,214 shares of
         Common Stock reserved for issuance upon the exercise of warrants, (iii)
         5,000,000  shares  of  Common  Stock  reserved  for  issuance  upon the
         exercise of warrants held by Kinetech, Inc., over which Mr. Lachman has
         exclusive  voting and investment  power,  and (iv) 1,500,000  shares of
         Common Stock  reserved for issuance  upon the exercise of warrants held
         by the Ronald and Mary Lachman  Foundation,  over which Mr. Lachman has
         voting and investment power.

   (18)  Consists of 5,000,000 shares of Common Stock reserved for issuance upon
         the exercise of warrants.

   (19)  Consists of 5,000,000 shares of Common Stock reserved for issuance upon
         the exercise of warrants.

   (20)  Consists of (i) 1,355,905 shares of Common Stock,  (ii) 714,286 shares,
         275,675  shares  and  1,224,020  shares of Common  Stock  reserved  for
         issuance  upon the  conversion  of the  principal  amount  of a secured
         convertible  promissory note, conversion of the interest accumulated on
         the principal  amount of a secured  promissory note and the exercise of
         warrants, respectively, held by Preston Ford Inc. over which Mr. Wilson
         has exclusive  voting and  investment  power,  (iii) 106,875  shares of
         Common Stock held by Millsboro  Auto Mart,  Inc.  over which Mr. Wilson
         has  exclusive  voting and


                                       11
<PAGE>


         investment  power,  (iv) 189,999  shares of Common  Stock  reserved for
         issuance  upon the exercise of warrants  held by  Millsboro  Auto Mart,
         Inc. over which Mr. Wilson has exclusive  voting and investment  power,
         and (v) 1,264,186 shares of Common Stock reserved for issuance upon the
         exercise of warrants.

   (21)  Consists of (i) 1,355,905  shares of Common Stock,  (ii) 714,286 shares
         of Common  Stock  reserved  for  issuance  upon the  conversion  of the
         principal  amount  of a  secured  convertible  promissory  note,  (iii)
         275,675   shares  of  Common  Stock  reserved  for  issuance  upon  the
         conversion of the interest  accumulated  on the  principal  amount of a
         secured  promissory  note,  (iv) 1,224,020 of Common Stock reserved for
         issuance upon the exercise of warrants.
</FN>
</TABLE>

         The information as to shares  beneficially  owned has been individually
furnished by the  respective  directors,  Named  Executive  Officers,  and other
stockholders of the Company, or taken from documents filed with the SEC.

EQUITY COMPENSATION PLAN INFORMATION.

         The following table sets forth certain information regarding our equity
compensation plans as of December 31, 2004.

<TABLE>
<CAPTION>
                               NUMBER OF SECURITIES TO        WEIGHTED-AVERAGE          NUMBER OF SECURITIES
                               BE ISSUED UPON EXERCISE        EXERCISE PRICE OF        REMAINING AVAILABLE FOR
                               OF OUTSTANDING OPTIONS,      OUTSTANDING OPTIONS,    FUTURE ISSUANCE UNDER EQUITY
                                 WARRANTS AND RIGHTS         WARRANTS AND RIGHTS         COMPENSATION PLANS
--------------------------     -----------------------      --------------------    ----------------------------
<S>                                  <C>                           <C>                       <C>
Equity compensation
plans approved by
security holders..........           15,383,251                     $0.53                    18,065,524

Equity compensation
plans not approved by
security holders..........           35,818,804                     $0.36                        --

Total.....................           51,202,055                     $0.41                    18,065,524
</TABLE>

MATERIAL  FEATURES  OF  INDIVIDUAL  EQUITY  COMPENSATION  PLANS NOT  APPROVED BY
STOCKHOLDERS.

         In February  2002, we issued to VoxPop,  LLC warrants to purchase up to
200,000  shares of our common  stock at an exercise  price of $0.15 per share as
consideration  for consulting  services provided to us. The warrants have a term
of 4 years.

         In April 2002,  we issued to The Rose Group  warrants to purchase up to
14,823 shares with an exercise price of $0.4385,  20,212 shares with an exercise
price of $0.3216,  and 39,251  shares  with an exercise  price of $0.1656 of our
common  stock.  The warrants were issued to The Rose Group in  consideration  of
consulting services provided to us. The warrants have a term of 3 years.

         In April 2002, we issued to Business Development Experts, Inc. warrants
to purchase  up to 250,000  shares of our common  stock at an exercise  price of
$0.25 per share as  consideration  for consulting  services  provided to us. The
warrants have a term of 4 years.

         In April 2002, we issued to mPRm Public Relations  warrants to purchase
up to 75,000 shares of our common stock at an exercise  price of $0.25 per share
as  consideration  for consulting  services  provided to us. The warrants have a
term of 3 years.


                                       12
<PAGE>


         In April  2002,  we issued to KaZaA,  B.V.  warrants  to purchase up to
150,000  shares of our common stock at an exercise price of $0.2710 per share as
consideration  for consulting  services provided to us. The warrants have a term
of 30 months.

         In July 2002,  we issued to Kayoss  warrants  to  purchase up to 10,000
shares  of our  common  stock  at an  exercise  price  of  $0.75  per  share  as
consideration  for consulting  services rendered to us. The warrants have a term
of 48 months.

         In August 2002, we issued to SRO Consultants, Inc. warrants to purchase
up to 150,000 shares of our common stock at an exercise price of $0.17 per share
as  consideration  for consulting  services  provided to us. The warrants have a
term of 48 months.

         In October 2002, we issued to Kinetech, Inc. warrants to purchase up to
5,000,000 shares of our common stock at an exercise price of $0.001 per share as
consideration  for a patent  license  agreement.  The warrants  have a term of 6
years.

         In June  2003,  we issued  to  Sharman  Networks  Limited  warrants  to
purchase up to  14,000,000  shares of our common  stock at an exercise  price of
$0.6096  per share in  connection  with,  and as partial  consideration  for the
rights  granted to us in, the Joint  Enterprise  Agreement  entered into in June
2003 between Sharman  Networks Limited and our Altnet  subsidiary.  The warrants
have a term of five years.

         In January  2003,  we issued to Lee Jaffe  warrants  to  purchase up to
165,000  shares of our common  stock at an exercise  price of $0.18 per share as
consideration for consulting services rendered to the company. The warrants have
a term of 4 years.

         In February  2003, we issued to Scheinrock  Advisory  Group warrants to
purchase up to 350,000  shares of our common stock at an exercise price of $0.14
per share as consideration for consulting services rendered to the company.  The
warrants have a term of 5 years.

         In August  2003,  we issued to Ziffren,  Brittenham,  Branca,  Fischer,
Gilbert-Lurie  & Stiffelman  warrants to purchase up to 5,000,000  shares of our
common stock at an exercise price of $0.54 per share as consideration  for legal
and consulting  services rendered to the company.  The warrants have a term of 5
years

         In May  2003,  we issued to Mark Dyne  options  to  purchase  8,208,500
shares of our common  stock at an exercise  price of $0.12 per share as deferred
compensation for services rendered to us as chief executive officer.

         In May  2003,  we  issued  to  Kevin  Bermeister  options  to  purchase
2,186,018  shares of our common stock at an exercise price of $0.12 per share as
deferred compensation for services rendered to us as president.

ITEM 12.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Except as disclosed  in this Annual  Report,  neither our  directors or
executive  officers,  nor any  stockholder  owning more than five percent of our
issued shares,  nor any of their  respective  associates or affiliates,  had any
material interest,  direct or indirect,  in any material transaction to which we
were a party during fiscal 2003 or 2004, or which is presently proposed.

         At December 31, 2003,  we were  indebted to our secured debt holders in
the amount of  $4,033,000.  The holders of this senior debt are Harris  Toibb (a
beneficial  owner of more than five  percent  of the  outstanding  shares of our
Common Stock), Europlay 1, LLC (an entity in which Mark Dyne, a beneficial owner
of more than five percent of the outstanding  shares of our Common Stock and our
former Chairman,


                                       13
<PAGE>


has an ownership interest),  Preston Ford, Inc. (a beneficial owner of more than
five percent of the  outstanding  shares of our Common  Stock) and Capel Capital
Ltd. (a beneficial owner of more than five percent of the outstanding  shares of
our Common  Stock).  This  indebtedness  is  convertible by the holders into our
Common Stock at price $0.1203 per share, for a total of 31,141,103 shares of our
Common Stock at December 31, 2003. In connection with this  financing,  the note
holders  received  warrants to purchase  up to  44,542,718  shares of our Common
Stock  at  an  exercise  price  of  $0.1353  per  share.  In  October  2002,  in
consideration  of an  agreement  to  extend  the  maturity  date of the  secured
indebtedness  to December  31, 2003,  we issued to the note holders  warrants to
purchase  up to an  aggregate  of  25,226,028  shares of our Common  Stock at an
exercise price of $0.2091 per share.  In December 2003, in  consideration  of an
agreement to extend the maturity  date of the secured  indebtedness  to March 1,
2004, we paid the holders a $15,000  extension  fee, and increased the principal
amount of the indebtedness by $300,000 in payment of the note holders legal fees
and  costs.  In March  2004,  in  consideration  of an  agreement  to extend the
maturity date of the secured  indebtedness to September 26, 2004, we amended the
expiration date of warrants to purchase  44,542,718  shares of Common Stock held
by the note  holders  from May 23, 2004 to October 4, 2005,  and issued the note
holders  additional  warrants to purchase up to an aggregate of 4,018,867 shares
of our  Common  Stock at an  exercise  price of $0.15  per  share.  Finally,  in
November 2004, we and the secured debt holders extended the maturity date of the
senior  secured  indebtedness  from September 26, 2004 to September 26, 2005. In
consideration  of the extension,  the Company  agreed to the following  material
terms:

         o        To extend the  expiration  date of  warrants  to  purchase  an
                  aggregate  of  73,787,613  shares of common  stock held by the
                  note holders from October 2, 2005 to October 4, 2008;

         o        To reduce the conversion  price of the  convertible  notes and
                  the exercise price of all of the outstanding warrants to $0.07
                  per share; and

         o        To  make  the  following  payments  to  the  note  holders  in
                  repayment  of the  indebtedness:  (i) $50,000 per month,  plus
                  (ii) 50% of any quarterly  EBITDA in excess of $600,000,  plus
                  (iii) 50% of any  increased  revenue  received  from  existing
                  sources of revenue or from new sources of revenue.

         In May 2003,  we entered into a license to use rights to Joltid  Ltd.'s
Content  Distribution  Environment   peer-to-peer  computer  program,   commonly
referred to as PeerEnabler,  the most significant technological component of the
Altnet  network.  In  exchange  for the  license,  we  agreed  to pay  Joltid  a
guaranteed  monthly fee of $30,000 based on a percentage of revenues earned from
the exploitation of the licensed rights,  subject to a maximum aggregate amount.
We paid Joltid  $221,700 and $380,000  for  services  provided  during the years
ended December 31, 2003 and 2004, respectively.

         In June 2003, we entered into a Joint Enterprise Agreement with Sharman
Networks, our largest distributor and source of over 90% of our revenues, to act
as their exclusive  representative for the sale, license and/or other commercial
exploitation of its search  technology.  Under the terms of this  agreement,  we
issued  Sharman  Networks  warrants to purchase up to  14,000,000  shares of our
common  stock,  par value  $0.001 per share,  at an exercise  price of $0.61 per
share,  expiring  in  June  2008.  These  warrants  were  initially  vested  and
exercisable  with respect to 7,000,000 shares on the issuance date and will vest
and become exercisable with respect to the remaining  7,000,000 shares two years
following the issuance date provide that the Joint Enterprise  Agreement has not
been  terminated  prior to such date.  We had an  outstanding  accounts  payable
balance to Sharman Networks of $1,300,000 at December 31, 2004.

         In  June  2003,  we  received  additional  financing  in the  form of a
promissory note,  totaling $100,000,  from Europlay Capital Advisors ("ECA"), an
entity in which Mark Dyne is an  executive,  bearing an interest rate of 10% per
annum and due August 10, 2003. In conjunction with this  transaction,  we issued
warrants  to purchase  up to 533,333  shares of our common  stock at an exercise
price equal to $0.28125 per share,  expiring in June 2006.  ECA agreed to extend
the  maturity  date of the note from August 10, 2003 to December  31,  2003.  In
consideration  for their agreement to extend the maturity date, we issued to the
ECA additional


                                       14
<PAGE>


warrants to purchase up to an aggregate of 227,272 shares of our Common Stock at
an  exercise  price of $0.44 per  share.  The note was paid in full in  December
2003.  In  addition,  during 2003 and 2004,  the Company  paid ECA  $610,000 and
$812,000,  respectively,  for  commissions  for consulting  services,  and as of
December 31, 2004 has outstanding accrued expenses to ECA of $858,000.

         In 2003, we issued warrants to purchase  350,000 shares of common stock
in  consideration  for consulting  services,  related to a management  initiated
audit of systems and procedures,  to Scheinrock  Advisory Group, an entity owned
by Jeff Scheinrock, a previous member of the Board of Directors.

         During 2003 and 2004, we leased our U.S. offices, under operating lease
agreements, from Toibb Enterprises ("Toibb"), an entity owned by Harris Toibb, a
secured  debt  holder  and our  largest  stockholder.  We paid  rent to Toibb of
$105,196.43 and $84,000 during 2004 and 2003,  respectively.  We surrendered and
cancelled this lease agreement effective October 15, 2004.

         The Company  has paid  Detershan,  an entity  owned by Mark  Miller,  a
member of our Board of Directors,  for technical and hosting services associated
with content placed on our Altnet  network.  The Company paid Detershan  $45,568
and $5,000  during 2004 and 2003,  respectively.  In addition,  the Company paid
Pacific  Interactive  Pty.  Limited $61,950 for consulting  services in the year
ended December 31, 2004.  Mark Miller and his wife are the sole  stockholders of
Pacific Interactive Pty. Limited.

         During  fiscal  year 2003,  we paid Abe Sher,  a member of the Board of
Directors,  $173,750 for consulting services. Mr. Sher became an employee of the
Company in December 2003.

         The Board of Directors believes,  based on its reasonable judgment, but
without  further  investigation,  that  the  terms  of  each  of  the  foregoing
transactions  or  arrangements  between  the  Company  on the one  hand  and the
affiliates,  officers,  directors  or  stockholders  of the  Company  which were
parties to such  transactions  on the other hand,  were, on an overall basis, at
least as  favorable  to the  Company  as could  then  have  been  obtained  from
unrelated parties.

ITEM 13.      EXHIBITS.

         See attached Exhibit Index.

ITEM 14.      PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES.

         Fees for professional services rendered by BDO Seidman LLP ("BDO"), our
principal  independent  accountants,  for  the  audit  of our  annual  financial
statements and review of our financial  statements included in our Forms 10-Q or
services that are normally  provided in connection with statutory and regulatory
filings,  totaled  approximately  $76,000 in 2003 and  approximately  $41,500 in
2004.
         In addition,  Vasquez & Company LLP ("Vasquez") was engaged in December
2004 to  audit  our  consolidated  financial  statements  for  fiscal  2004  for
inclusion  in the Form 10-KSB.  The total cost for this audit was  approximately
$50,000.

AUDIT-RELATED FEES.

         Fees  for  audit-related  services  paid to BDO  totaled  approximately
$2,600 and $2,538 for the years ended December 31, 2003 and 2004,  respectively.
Audit-related  services  principally  include due diligence in  connection  with
acquisitions, accounting consultations and benefit plan audits.


                                       15
<PAGE>


TAX FEES.

         No  fees  were   incurred   during  fiscal  years  2003  and  2004  for
professional services rendered by BDO or Vasquez for tax compliance,  tax advice
and tax planning, including tax compliance, tax advice and tax planning.

ALL OTHER FEES.

         There  were no fees  incurred  during  fiscal  years  2003 and 2004 for
services  rendered  by BDO or Vasquez  to the  Company  other than the  services
described above under "Audit Fees" and "Audit-Related Fees."

         The Audit  Committee  considered all these services in connection  with
Vasquez's  audit of our 2004  financial  statements and concluded that they were
compatible with maintaining Vasquez's independence.


                                       16
<PAGE>


                                   SIGNATURES

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

                                 BRILLIANT DIGITAL ENTERTAINMENT, INC.

                                 By:      /S/ KEVIN BERMEISTER
                                          -----------------------------------
                                          Kevin Bermeister
                                 Its:     President, Chief Executive Officer and
                                          Acting Chief Financial Officer
                                          (Principal Financial and Accounting
                                          Officer)

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

          SIGNATURE                           TITLE                    DATE

    /S/ KEVIN BERMEISTER             Chairman of the Board        April 29, 2005
------------------------------       of Directors, Chief
       Kevin Bermeister              Executive Officer,
                                     President and Acting
                                     Chief Financial Officer
                                     (Principal Financial and
                                     Accounting Officer)

              *                      Director                     April 29, 2005
------------------------------
         Mark Miller

              *                      Director                     April 29, 2005
------------------------------
       Vincent Bitetti

              *                      Director                     April 29, 2005
------------------------------
          Ray Musci

              *                      Director                     April 29, 2005
------------------------------
           Abe Sher

*  By:  /S/ KEVIN BERMEISTER
       -----------------------
          Kevin Bermeister
         As Attorney-in-Fact


                                       17
<PAGE>


                                  EXHIBIT INDEX


EXHIBIT
NUMBER                               EXHIBIT DESCRIPTION
--------       -----------------------------------------------------------------

3.1            Amended  and  Restated   Certificate  of   Incorporation  of  the
               Registrant, as amended.  Incorporated by reference to Exhibit 3.1
               to  Quarterly  Report  on  Form  10-QSB  for  the  quarter  ended
               September 30, 2004.

3.2            Amended  and  Restated  Bylaws  of  Registrant.  Incorporated  by
               reference to Exhibit 3.2 to Form S-1 filed on September 17, 1996,
               and the amendments thereto.

4.1            Specimen  Stock   Certificate  of  Common  Stock  of  Registrant.
               Incorporated  by  reference  to Exhibit  4.1 to Form S-1 filed on
               September 17, 1996, and the amendments thereto.

10.1           Registrant's  Fourth Amended and Restated 1996 Stock Option Plan.
               Incorporated by reference to Exhibit 10.1 to Quarterly  Report on
               Form 10-QSB for the quarter ended September 30, 2004.+

10.2           Form of Registrant's Stock Option Agreement  (Non-Statutory Stock
               Option).  Incorporated  by  reference to Exhibit 10.2 to Form S-1
               filed on September 17, 1996, and the amendments thereto.+

10.3           Form of  Registrant's  Stock Option  Agreement  (Incentive  Stock
               Option).  Incorporated  by  reference to Exhibit 10.3 to Form S-1
               filed on September 17, 1996, and the amendments thereto.+

10.4           Form of Registrant's  Indemnification Agreement.  Incorporated by
               reference  to Exhibit  10.28 to Form S-1 filed on  September  17,
               1996, and the amendments thereto.+

10.5           Form  of  Registrant's  Employee  Confidential   Information  and
               Non-Solicitation Agreement.  Incorporated by reference to Exhibit
               10.29 to Form S-1 filed on September 17, 1996, and the amendments
               thereto.

10.6           Note and Warrant Purchase Agreement,  dated as of April 19, 2001,
               between Registrant and Europlay I, LLC. Incorporated by reference
               to  Exhibit  10.1 to  Quarterly  Report  on Form  10-QSB  for the
               quarter ended June 30, 2001.

10.7           Note and Warrant Purchase Agreement,  dated as of April 19, 2001,
               between Registrant and Harris Toibb. Incorporated by reference to
               Exhibit 10.2 to  Quarterly  Report on Form 10-QSB for the quarter
               ended June 30, 2001.

10.8           Note and Warrant Purchase Agreement,  dated as of April 26, 2001,
               between  Registrant  and  Preston  Ford,  Inc.   Incorporated  by
               reference to Exhibit 10.3 to Quarterly  Report on Form 10-QSB for
               the quarter ended June 30, 2001.

10.9           Amendment to Note and Warrant  Purchase  Agreements,  dated as of
               May  23,   2001,   between   Registrant   and  Harris  Toibb  and
               acknowledged  and consent to by Europlay 1, LLC and Preston Ford,
               Inc.  Incorporated  by  reference  to Exhibit  10.4 to  Quarterly
               Report on Form 10-QSB for the quarter ended June 30, 2001.

10.10          Form of Secured Convertible Promissory Note of Registrant,  dated
               May 23,  2001.  Incorporated  by  reference  to  Exhibit  10.5 to
               Quarterly  Report on Form 10-QSB for the  quarter  ended June 30,
               2001.


                                       18
<PAGE>


EXHIBIT
NUMBER                               EXHIBIT DESCRIPTION
--------       -----------------------------------------------------------------

10.11          Form of Warrant to Purchase Common Stock of Registrant, dated May
               23, 2001.  Incorporated by reference to Exhibit 10.6 to Quarterly
               Report on Form 10-QSB for the quarter ended June 30, 2001.

10.12          Security  and  Pledge  Agreement,  dated  May 23,  2001,  made by
               Registrant,  B3D, Inc., and Brilliant  Studios,  Inc. in favor of
               Harris Toibb, as agent. Incorporated by reference to Exhibit 10.7
               to Quarterly Report on Form 10-QSB for the quarter ended June 30,
               2001.

10.13          Guaranty,  dated May 23, 2001,  made by B3D,  Inc. and  Brilliant
               Studios, Inc. in favor of Harris Toibb, as agent. Incorporated by
               reference to Exhibit 10.8 to Quarterly  Report on Form 10-QSB for
               the quarter ended June 30, 2001.

10.14          Note and Warrant Purchase Agreement,  dated December 10, 2001, by
               and  between   Registrant  and  Harris  Toibb.   Incorporated  by
               reference  to Exhibit  10.41 to Annual  Report on Form 10-KSB for
               the year ended December 31, 2001.

10.15          Note and Warrant Purchase Agreement,  dated December 10, 2001, by
               and between  Registrant  and Capel Capital Ltd.  Incorporated  by
               reference  to Exhibit  10.42 to Annual  Report on Form 10-KSB for
               the year ended December 31, 2001.

10.16          Secured Convertible  Promissory Note, dated December 19, 2001, in
               favor of Harris Toibb. Incorporated by reference to Exhibit 10.43
               to Annual  Report on Form 10-KSB for the year ended  December 31,
               2001.

10.17          Secured Convertible  Promissory Note, dated December 19, 2001, in
               favor of Capel Capital Ltd.  Incorporated by reference to Exhibit
               10.44 to Annual Report on Form 10-KSB for the year ended December
               31, 2001.

10.18          Common Stock  Purchase  Warrant,  dated December 19, 2001, by and
               between Registrant and Harris Toibb. Incorporated by reference to
               Exhibit  10.45 to Annual Report on Form 10-KSB for the year ended
               December 31, 2001.

10.19          Common Stock  Purchase  Warrant,  dated December 19, 2001, by and
               between  Registrant  and  Capel  Capital  Ltd.   Incorporated  by
               reference  to Exhibit  10.46 to Annual  Report on Form 10-KSB for
               the year ended December 31, 2001.

10.20          Amendment  Number Two to Note and  Warrant  Purchase  Agreements,
               dated  December 19, 2001,  by and between  Registrant  and Harris
               Toibb.  Incorporated  by  reference  to  Exhibit  10.47 to Annual
               Report on Form 10-KSB for the year ended December 31, 2001.

10.21          Amendment  Number One to Secured  Convertible  Promissory  Notes,
               dated  December 19, 2001, in favor of Harris Toibb.  Incorporated
               by reference to Exhibit 10.48 to Annual Report on Form 10-KSB for
               the year ended December 31, 2001.

10.22          Amendment  No. 1 to  Warrant  to  Purchase  Common  Stock,  dated
               December 19, 2001,  by and between  Registrant  and Harris Toibb.
               Incorporated  by reference to Exhibit  10.49 to Annual  Report on
               Form 10-KSB for the year ended December 31, 2001.

10.23          Amendment  No. 1 to  Warrant  to  Purchase  Common  Stock,  dated
               December 19, 2001, by and between Registrant and Europlay 1, LLC.
               Incorporated  by reference to Exhibit  10.50 to Annual  Report on
               Form 10-KSB for the year ended December 31, 2001.

10.24          Amendment  No. 1 to  Warrant  to  Purchase  Common  Stock,  dated
               December 19, 2001,  by and between  Registrant  and Preston Ford,
               Inc.  Incorporated by reference to Exhibit 10.51 to Annual Report
               on Form 10-KSB for the year ended December 31, 2001.


                                       19
<PAGE>


EXHIBIT
NUMBER                               EXHIBIT DESCRIPTION
--------       -----------------------------------------------------------------

10.25          Amendment Number One to Security and Pledge  Agreement,  dated as
               of December 19, 2001, by and between  Registrant,  B3D, Inc., and
               Brilliant  Studios,  Inc.  in favor of  Harris  Toibb,  as agent.
               Incorporated  by reference to Exhibit  10.52 to Annual  Report on
               Form 10-KSB for the year ended December 31, 2001.

10.26          Security  and Pledge  Agreement,  dated as of December  19, 2001,
               made by Registrant,  B3D, Inc.,  and Brilliant  Studios,  Inc. in
               favor of Harris  Toibb,  as agent.  Incorporated  by reference to
               Exhibit  10.53 to Annual Report on Form 10-KSB for the year ended
               December 31, 2001.

10.27          Investor  Rights  Agreement,  by and between  Registrant,  Harris
               Toibb, Europlay 1, LLC, Preston Ford, Inc. and Capel Capital Ltd.
               Incorporated  by reference to Exhibit  10.54 to Annual  Report on
               Form 10-KSB for the year ended December 31, 2001.

10.28          Guaranty,  dated  December  19,  2001,  made  by  B3D,  Inc.  and
               Brilliant  Studios,  Inc.  in favor of  Harris  Toibb,  as agent.
               Incorporated  by reference to Exhibit  10.55 to Annual  Report on
               Form 10-KSB for the year ended December 31, 2001.

10.29          Acknowledgement,  Consent and  Reaffirmation,  dated December 19,
               2001, by Brilliant  Studios,  Inc. and B3D, Inc.  Incorporated by
               reference  to Exhibit  10.56 to Annual  Report on Form 10-KSB for
               the year ended December 31, 2001.

10.30          Letter Agreement, dated October 2, 2002, among Registrant and the
               holders of Registrant's  Secured  Convertible  Promissory  Notes.
               Incorporated by reference to Exhibit 10.5 to Quarterly  Report on
               Form 10-QSB for the quarter ended September 30, 2002.

10.31          Form of Amendment  Number One to Secured  Convertible  Promissory
               Note dated as of December 19, 2001.  Incorporated by reference to
               Exhibit 10.6 to  Quarterly  Report on Form 10-QSB for the quarter
               ended September 30, 2002.

10.32          Form of Amendment  Number Two to Secured  Convertible  Promissory
               Note  dated as of May 23,  2001.  Incorporated  by  reference  to
               Exhibit 10.7 to  Quarterly  Report on Form 10-QSB for the quarter
               ended September 30, 2002.

10.33          Form of Warrant  issued in connection  with extension of maturity
               date of Secured  Convertible  Promissory  Notes.  Incorporated by
               reference to Exhibit 10.8 to Quarterly  Report on Form 10-QSB for
               the quarter ended September 30, 2002.

10.34          Letter  Agreement  Regarding  Extension  of  Maturity  Date dated
               December 31, 2003 by and among the  Registrant and the holders of
               Secured  Convertible  Promissory Note of the Registrant set forth
               on Schedule 1 thereto. Incorporated by reference to Exhibit 10.34
               to Annual  Report on Form 10-KSB for the year ended  December 31,
               2003, and the amendments thereto.

10.35          Form of Amendment  Number Three to  Convertible  Promissory  Note
               dated  December 31, 2003 between the Registrant and the holder to
               be set forth therein.  Incorporated by reference to Exhibit 10.35
               to Annual  Report on Form 10-KSB for the year ended  December 31,
               2003, and the amendments thereto.

10.36          Form of Amendment  Number Two to Secured  Convertible  Promissory
               Note dated  December  31,  2003  between the  Registrant  and the
               holder to be set forth  therein.  Incorporated  by  reference  to
               Exhibit  10.36 to Annual Report on Form 10-KSB for the year ended
               December 31, 2003, and the amendments thereto.


                                       20
<PAGE>


EXHIBIT
NUMBER                               EXHIBIT DESCRIPTION
--------       -----------------------------------------------------------------

10.37          Technology Bundle License Agreement, dated as of October 2, 2001,
               by and  between  Registrant  and  Consumer  Empowerment  B.V.,  a
               company organized under the laws of The Netherlands. [Portions of
               this  Exhibit  have been  omitted and filed  separately  with the
               Securities  and  Exchange  Commission  pursuant  to a request for
               confidential treatment by Registrant.]  Incorporated by reference
               to  Exhibit  10.40 to Annual  Report on Form  10-KSB for the year
               ended December 31, 2001.

10.38          Form of Warrant to Purchase  Common  Stock from March 7, 2002 and
               March 20, 2002  financings.  Incorporated by reference to Exhibit
               10.1 to  Quarterly  Report on Form 10-QSB for the  quarter  ended
               June 30, 2002.

10.39          Form of  Warrant  to  Purchase  Common  Stock  from April 2, 2002
               financing. Incorporated by reference to Exhibit 10.2 to Quarterly
               Report on Form 10-QSB for the quarter ended June 30, 2002.

10.40          Form of  Warrant to  Purchase  Common  Stock from April 23,  2002
               financing. Incorporated by reference to Exhibit 10.3 to Quarterly
               Report on Form 10-QSB for the quarter ended June 30, 2002.

10.41          Warrant to Purchase Common Stock,  dated February 1, 2002, issued
               in favor of VoxPop,  LLC.  Incorporated  by  reference to Exhibit
               10.4 to  Quarterly  Report on Form 10-QSB for the  quarter  ended
               June 30, 2002.

10.42          Form of Warrant to Purchase  Common  Stock,  dated April 5, 2002,
               issued in favor of The Rose Group.  Incorporated  by reference to
               Exhibit 10.5 to  Quarterly  Report on Form 10-QSB for the quarter
               ended June 30, 2002.

10.43          Warrant to Purchase Common Stock, dated April 15, 2002, issued in
               favor of  Business  Development  Experts,  Inc.  Incorporated  by
               reference to Exhibit 10.6 to Quarterly  Report on Form 10-QSB for
               the quarter ended June 30, 2002.

10.44          Warrant to Purchase Common Stock, dated April 15, 2002, issued in
               favor of mPRm Public  Relations.  Incorporated  by  reference  to
               Exhibit 10.7 to  Quarterly  Report on Form 10-QSB for the quarter
               ended June 30, 2002.

10.45          Warrant to Purchase Common Stock, dated April 22, 2002, issued in
               favor of KaZaA, B.V. Incorporated by reference to Exhibit 10.7 to
               Quarterly  Report on Form 10-QSB for the  quarter  ended June 30,
               2002.

10.46          Common  Stock and Warrant  Purchase  Agreement  dated  August 26,
               2002, by and among Registrant and Harris Toibb,  Markev Services,
               LLC,  Ronald Lachman,  David Wilson,  Bob Haya and Scott Hergott.
               Incorporated by reference to Exhibit 10.1 to Quarterly  Report on
               Form 10-QSB for the quarter ended September 30, 2002.

10.47          Form of Warrant to  Purchase  Common  Stock from  August 26, 2002
               financing. Incorporated by reference to Exhibit 10.2 to Quarterly
               Report on Form 10-QSB for the quarter ended September 30, 2002.

10.48          Warrant to Purchase Common Stock,  dated August 28, 2002,  issued
               in favor of SRO  Consulting,  Inc.  Incorporated  by reference to
               Exhibit 10.3 to  Quarterly  Report on Form 10-QSB for the quarter
               ended September 30, 2002.

10.49          Letter Agreement,  dated August 19, 2002,  between Registrant and
               Europlay  Capital  Advisors,  LLC.  Incorporated  by reference to
               Exhibit 10.4 to  Quarterly  Report on Form 10-QSB for the quarter
               ended September 30, 2002.


                                       21
<PAGE>


EXHIBIT
NUMBER                               EXHIBIT DESCRIPTION
--------       -----------------------------------------------------------------

10.50          Contractor,   Confidential   Information   and   Non-Solicitation
               Agreement,  dated as of February 2002, between Registrant and Abe
               Sher.  Incorporated  by  reference  to Exhibit  10.9 to Quarterly
               Report on Form 10-QSB for the quarter ended September 30, 2002.

10.51          Strategic  Alliance,  Marketing and Distribution  Agreement dated
               April 14, 2003 between Brilliant Digital Entertainment,  Inc. and
               The Excite  Network,  Inc.  [Portions  of this  Exhibit have been
               omitted and filed  separately  with the  Securities  and Exchange
               Commission  pursuant to a request for  confidential  treatment by
               Registrant.]  Incorporated  by  reference  to the Exhibit 10.1 to
               Quarterly Report on Form 10-QSB for quarter ended June 30, 2003.

10.52          Digital Content Merchant Agreement, dated November, 2002, between
               Registrant  and  NewGenPay,  Inc.  Incorporated  by  reference to
               Exhibit  10.44  to  Amendment  No.  1 to  Form  S-3  Registration
               Statement as filed July 3, 2003.

10.53          Warrant to Purchase Common Stock, dated February 19, 2003, issued
               in favor of Scheinrock Advisory Group.  Incorporated by reference
               to  Exhibit  10.46 to  Amendment  No. 1 to Form S-3  Registration
               Statement as filed July 3, 2003.

10.54          Share  Exchange and Option  Agreement  dated May 28, 2003 between
               Brilliant   Digital   Entertainment,   Inc.   and  Joltid,   Ltd.
               Incorporated by reference to the Exhibit 10.2 to Quarterly Report
               on Form 10-QSB for quarter ended June 30, 2003.

10.55          Joltid  Software  Licensing  Agreement dated May 28, 2003 between
               Altnet, Inc. and Joltid, Ltd. [Portions of this Exhibit have been
               omitted and filed  separately  with the  Securities  and Exchange
               Commission  pursuant to a request for  confidential  treatment by
               Registrant.]  Incorporated  by  reference  to the Exhibit 10.3 to
               Quarterly Report on Form 10-QSB for quarter ended June 30, 2003.

10.56          Form of Brilliant  Digital  Entertainment,  Inc.  Promissory Note
               dated June 11,  2003.  Incorporated  by  reference to the Exhibit
               10.4 to  Quarterly  Report on Form 10-QSB for quarter  ended June
               30, 2003.

10.57          Form of Warrant to Purchase  Common  Stock of  Brilliant  Digital
               Entertainment,   Inc.  dated  June  11,  2003.   Incorporated  by
               reference to the Exhibit 10.5 to Quarterly  Report on Form 10-QSB
               for quarter ended June 30, 2003.

10.58          Joint  Enterprise  Agreement  dated June 23, 2003 between Altnet,
               Inc. and Sharman Networks Limited. [Portions of this Exhibit have
               been  omitted  and  filed  separately  with  the  Securities  and
               Exchange  Commission  pursuant  to  a  request  for  confidential
               treatment  by  Registrant.]  Incorporated  by  reference  to  the
               Exhibit 10.6 to Quarterly Report on Form 10-QSB for quarter ended
               June 30, 2003.

10.59          Warrant  to   Purchase   Common   Stock  of   Brilliant   Digital
               Entertainment,  Inc.,  dated  June 23,  2003,  issued to  Sharman
               Networks  Limited.  Incorporated by reference to the Exhibit 10.7
               to  Quarterly  Report on Form 10-QSB for  quarter  ended June 30,
               2003.

10.60          Brilliant Digital Entertainment, Inc. Deferred Compensation Plan.
               Incorporated by reference to the Exhibit 10.8 to Quarterly Report
               on Form 10-QSB for quarter ended June 30, 2003.+

10.61          Form  of   Brilliant   Digital   Entertainment,   Inc.   Deferred
               Compensation  Relinquishment Opportunity Agreement.  Incorporated
               by  reference  to the Exhibit  10.9 to  Quarterly  Report on Form
               10-QSB for quarter ended June 30, 2003.+


                                       22
<PAGE>


EXHIBIT
NUMBER                               EXHIBIT DESCRIPTION
--------       -----------------------------------------------------------------

10.62          Standard Form Lease  Agreement  dated  September 21, 2003 between
               the Registrant and Topanga & Victory Partners LP. Incorporated by
               reference to Exhibit 10.1 to Quarterly  Report on Form 10-QSB for
               the quarter ended September 30, 2003.

10.63          Employment  Agreement  dated June 1, 2003 between the  Registrant
               and Tyler Tarr.  Incorporated  by reference  to Exhibit  10.63 to
               Annual  Report on Form  10-KSB  for the year ended  December  31,
               2003, and the amendments thereto.+

10.64          Executive  Employment  Agreement  dated June 1, 2003  between the
               Registrant  and Kevin  Bermeister.  Incorporated  by reference to
               Exhibit  10.64 to Annual Report on Form 10-KSB for the year ended
               December 31, 2003, and the amendments thereto.+

10.65          Letter Agreement Regarding Extension of Maturity Date dated March
               30, 2004 by and among the  Registrant  and the holders of Secured
               Convertible  Promissory  Note  of the  Registrant  set  forth  on
               Schedule 1 thereto.  Incorporated by reference to Exhibit 10.1 to
               Quarterly  Report on Form 10-QSB for the quarter  ended March 31,
               2004.

10.66          Form of  Amendment  Number Four to  Convertible  Promissory  Note
               dated March 30, 2004 between the  Registrant and the holder to be
               set forth therein.  Incorporated  by reference to Exhibit 10.2 to
               Quarterly  Report on Form 10-QSB for the quarter  ended March 31,
               2004.

10.67          Form of Amendment Number Three to Secured Convertible  Promissory
               Note dated March 30, 2004 between the  Registrant  and the holder
               to be set forth  therein.  Incorporated  by  reference to Exhibit
               10.3 to  Quarterly  Report on Form 10-QSB for the  quarter  ended
               March 31, 2004.

10.68          Form of  Amendment  No. 2 to Warrant to  Purchase  Common  Stock,
               dated March 30, 2004, by and between Registrant and the holder to
               be set forth therein.  Incorporated  by reference to Exhibit 10.4
               to  Quarterly  Report on Form 10-QSB for the quarter  ended March
               31, 2004.

10.69          Form of  Amendment  No. 1 to Warrant to  Purchase  Common  Stock,
               dated March 30, 2004, by and between Registrant and the holder to
               be set forth therein.  Incorporated  by reference to Exhibit 10.5
               to  Quarterly  Report on Form 10-QSB for the quarter  ended March
               31, 2004.

10.70          Form of Warrant,  dated March 30. 2004, issued in connection with
               extension  of  maturity  date of Secured  Convertible  Promissory
               Notes.  Incorporated  by  reference  to Exhibit 10.6 to Quarterly
               Report on Form 10-QSB for the quarter ended March 31, 2004.

10.71          Settlement  Agreement  and Mutual  Release,  dated as of June 16,
               2004, by and among the Registrant,  Altnet,  Inc., Detershan Pty.
               Ltd.,   Big  Seven   Entertainment,   LLC,  and  Michael   Toibb.
               Incorporated  by reference to Exhibit 10. to Quarterly  Report on
               Form 10-QSB for the quarter ended June 30, 2004.

10.72          Letter  Agreement  Regarding  Extension  of  Maturity  Date dated
               September 26, 2004  by and among the  Registrant  and the holders
               of Secured  Convertible  Promissory  Note  of the  Registrant set
               forth on Schedule 1 thereto.*

10.73          Form of Amendment Number Five to Secured  Convertible  Promissory
               Note  originally  dated May 23, 2001,  dated  September 26, 2004,
               between the Registrant and the holder to be set forth therein.*

10.74          Form of Amendment Number Four to Secured  Convertible  Promissory
               Note  originally  dated  December 19, 2001,  dated  September 26,
               2004,  between  the  Registrant  and the  holder  to be set forth
               therein.*


                                       23
<PAGE>


EXHIBIT
NUMBER                               EXHIBIT DESCRIPTION
--------       -----------------------------------------------------------------

10.75          Form of Amendment  No. Three to Warrant to Purchase  Common Stock
               originally  dated May 23, 2001,  dated September 26, 2004, by and
               between Registrant and the holder to be set forth therein.*

10.76          Form of  Amendment  No. Two to Warrant to Purchase  Common  Stock
               originally  dated December 19, 2001, dated September 26, 2004, by
               and between Registrant and the holder to be set forth therein.*

10.77          Form of Amendment No. One to Warrant to Purchase Common Stock
                originally  dated March 30, 2004,  dated  September 26, 2004, by
                and between Registrant and the holder to be set forth therein.*

10.78          Form of  Amendment  No. One to Warrant to Purchase  Common  Stock
               originally  dated October 4, 2002,  dated  September 26, 2004, by
               and between Registrant and the holder to be set forth therein.*

14.1           Code of Ethics.  Incorporated  by  reference  to Exhibit  14.1 to
               Annual  Report on Form  10-KSB  for the year ended  December  31,
               2003, and the amendments thereto.

21.1           Subsidiaries. Incorporated by reference to Exhibit 21.1 to Annual
               Report on Form 10-KSB for the year ended  December 31, 2003,  and
               the amendments thereto.

23.1           Consent of Vazquez & Company, LLP.*

23.2           Consent of BDO Seidman, LLP.*

24.1           Power of Attorney (included on signature page).*

31.1           Certificate of Chief Executive Officer pursuant to Rule 13a-14(a)
               under the Securities and Exchange Act of 1934, as amended.

31.2           Certificate of Acting Chief  Financial  Officer  pursuant to Rule
               13a-14(a)  under the  Securities  and  Exchange  Act of 1934,  as
               amended.

32.1           Certificate of Chief Executive Officer and Acting Chief Financial
               Officer  pursuant  to Rule  13a-14(b)  under the  Securities  and
               Exchange Act of 1934, as amended.
----------
+ Indicates a management contract or compensatory plan.
* Previously filed on Form 10-KSB.


                                       24