----

----

**MARCH      31, 2005 **

**000-49676**

**ARTFEST      INTERNATIONAL, INC.**

| Delaware                                         |  03-0390855                   |
|--------------------------------------------------|------------------------------------|
| (State                or jurisdiction            | (IRS                Employer       |
| of                incorporation or organization) | Identification                No.) |

|                                                                 |                      |
|----------------------------------------------------------------------|---------------------------|
| 27758                Santa Margarita Parkway, # 281 Mission Viejo CA | 92691                     |
| (Address                of Principal Executive Offices)              | (Zip                Code) |

** 1-888-692-7833**

**None**

**Common      Stock**

----

| PART                I.         | FINANCIAL                INFORMATION                                           |
|--------------------------------|------------------------------------------------------------------------------------------|
|       |                                                                                     |
| Item                1.         | Financial                Statements                                                      |
|       |                                                                                     |
| Item                2.         | Management's                Discussion and Analysis and                Plan of Operation |
|       |                                                                                     |
| Item                3.         | Controls                and Procedures.                                                  |
|       |                                                                                     |
| PART                II.        | OTHER                INFORMATION                                                         |
|       |                                                                                     |
| Item                1.         | Legal                Proceedings                                                         |
|       |                                                                                     |
| Item                2.         | Unregistered                Sales of Securities and Use of Proceeds                      |
|       |                                                                                     |
| Item                3.    | Defaults                Upon Senior Securities                                           |
|       |                                                                                     |
| Item                4.    | Submission                of Matters to a Vote of Security                Holders        |
|       |                                                                                     |
| Item                5.    | Other                Information                                                         |
|       |                                                                                     |
| Item                6.    | Exhibits                and Reports on Form 8-K                                          |
|       |                                                                                     |
| Signatures                     |                                                                                     |
|       |                                                                                     |
| CERTIFICATIONS                 |                                                                                     |

----

**PART      **
**I      - FINANCIAL INFORMATION**

ITEM      1. FINANCIAL      STATEMENTS

|                                           | PAGE   |
|------------------------------------------------|--------|
|                                           |   |
| ACCOUNTANT'S                  REVIEW REPORT    | F-1    |
|                                           |   |
| FINANCIAL                  STATEMENTS          |   |
|                                           |   |
| Balance                  Sheets                | F-2    |
|                                           |   |
| Statements                  of Operations      | F-3    |
|                                           |   |
| Statements                  of Cash Flows      | F-4    |
|                                           |   |
| Notes                  to Financial Statements | F-5    |
|                                           |   |

----

| To                  the Board of Directors and Stockholders                                                                                   |
|-----------------------------------------------------------------------------------------------------------------------------------------------|
| Artfest                  International, Inc.                                                                                                  |
| Mission                  Viejo, California                                                                                                    |
|                                                                                                                                          |
|                                                                                                                                          |
| ACCOUNTANT’S                  REVIEW REPORT                                                                                             |
|                                                                                                                                          |
| I                  have reviewed the Balance Sheet of Artfest International Inc. (A                  Development Stage                        |
| Company)                  as of March 31, 2005 and 2004 and the related Statements of Operations,                                             |
| Stockholders’                  Equity, and Cash Flows for the periods then ended in accordance                  with                    |
| Statements                  on Standards for Accounting and Review Services issued by the American                                            |
| Institute                  of Certified Public Accountants. All information included in these                  financial                      |
| statements                  is the representation of the management of Artfest International,                  Inc.                           |
|                                                                                                                                          |
| A                  review consists principally of inquiries of Company personnel and                  analytical procedures                   |
| applied                  to financial data. It is substantially less in scope than an examination                  in accordance              |
| with                  generally accepted auditing standards, the objective of which is                  the                  expression of an |
| opinion                  regarding the financial statements taken as a whole. Accordingly,                  I do not                  express |
| such                  an opinion.                                                                                                             |
|                                                                                                                                          |
| Based                  on my review, I am not aware of any material modifications that                  should be                  made to    |
| the                  accompanying financial statements in order for them to be in conformity                  with generally                  |
| accepted                  accounting principles.                                                                                              |
|                                                                                                                                          |
| The                  accompanying financial statements have been prepared assuming that                  the                  Company         |
| will                  continue as a going concern. As discussed in Note 3 to the financial                  statements, the                   |
| Company                  has had limited operations and has not commenced planned principle                  operations.                      |
| The                  Company’s financial position and operating results raise substantial doubt                  about                  |
| matters                  also are described in Note 3. The financial statements do not include                  any                           |
| adjustments                  that might result from the outcome of this uncertainty.                                                          |
|                                                                                                                                          |
|                                                                                                                                          |
|                                                                                                                                          |
|                                                                                                                                          |
| Thomas                  Bauman, C.P.A.                                                                                                        |
| January                  15, 2007                                                                                                             |

----

BALANCE      SHEETS

|                                                         |       | **March                31,** | ** ** | **December                31,** | ** ** |
|--------------------------------------------------------------|------------|------------------------------|------------|---------------------------------|------------|
| ** **                                                   | ** ** | ** **                   | **2005**   | ** **                      | ** ** | **2004** |   |
| Current                Assets:                               |       |                         |       |                            |       |   |   |
| Cash                                                         |       | $                            | 11,046     |                            | $          | - |   |
| Inventory                                                    |       |                         | -          |                            |       | - |   |
| Prepaid                Expenses                              |       |                         | 1,098      |                            |       | 1,098 |   |
| Loan                Receivable (Notes 5 & 9)             |       |                         | -          |                            |       | 50,000 |   |
| Other                Assets                                  |       |                         | 6,595      |                            |       | - |   |
|                                                         |       |                         |       |                            |       |   |   |
| Total                Current Assets                          |       |                         | 18,740     |                            |       | 51,098 |   |
|                                                         |       |                         |       |                            |       |   |   |
| Property                and Equipment, at cost less          |       |                         |       |                            |       |   |   |
| accumulated                depreciation                      |       |                         | 29,021     |                            |       | 31,682 |   |
| Long-Term                Assets                              |       |                         | 24,500     |                            |       | 31,095 |   |
|                                                         |       |                         |       |                            |       |   |   |
| TOTAL                ASSETS                                  |       |                         | 72,261     |                            |       | 113,875 |   |
|                                                         |       |                         |       |                            |       |   |   |
|                                                         |       |                         |       |                            |       |   |   |
| Current                Liabilities:                          |       |                         |       |                            |       |   |   |
| Accounts                Payable and Accrued Liabilities      |       | $                            | 119,984    |                            | $          | 125,858 |   |
| Note                Payable - Current Portion                |       |                         | 8,645      |                            |       | 6,363 |   |
| Loans                Payable (Notes 9 & 11)              |       |                         | 321,792    |                            |       | 299,595 |   |
| Total                Current Liabilities                     |       |                         | 450,421    |                            |       | 431,816 |   |
|                                                         |       |                         |       |                            |       |   |   |
| Long                Term Liabilities:                        |       |                         |       |                            |       |   |   |
| Note                Payable - Long Term                      |       |                         | 12,598     |                            |       | 14,066 |   |
|                                                         |       |                         |       |                            |       |   |   |
| TOTAL                LIABILITIES                             |       |                         | 463,019    |                            |       | 445,882 |   |
|                                                         |       |                         |       |                            |       |   |   |
| Stockholders'                Equity:                         |       |                         |       |                            |       |   |   |
| Common                Stock - $.00001 par value - 40,000,000 |       |                         |       |                            |       |   |   |
| shares                authorized, 25,468,629 and 22,087,500  |       |                         |       |                            |       |   |   |
| shares                issued and outstanding at              |       |                         |       |                            |       |   |   |
| March                31, 2005 and 2004, respectively         |       |                         | 198        |                            |       | 198 |   |
| Additional                Paid-in Capital                    |       |                         | 174,490    |                            |       | 174,490 |   |
| Accumulated                deficit                           |       |                         | (565,446   | )                               |       | (506,695 | ) |
|                                                         |       |                         |       |                            |       |   |   |
| TOTAL                LIABILITIES AND STOCKHOLDERS' EQUITY    |       | $                            | 72,261     |                            | $          | 113,875 |   |
|                                                         |       |                         |       |                            |       |   |   |

----

STATEMENTS        OF OPERATIONS

|                                                                   |   |   | **For                  the threeMonths endedMarch 31,**  |       |
|------------------------------------------------------------------------|--------|--------|---------------------------------------------------------------|------------|
|                                                                   |   |   | **2005**                                                      | ** ** | ** ** | **2004** |   |
|                                                                   |   |   |                                                          |       |   |   |   |
| Revenues                                                               |   | $      | 94,897                                                        |       | $ | 23,504 |   |
|                                                                   |   |   |                                                          |       |   |   |   |
| Cost                  of Revenue                                       |   |   | 8,899                                                         |       |   | 833 |   |
|                                                                   |   |   |                                                          |       |   |   |   |
| Gross                  Profit (Loss)                                   |   |   | 85,997                                                        |       |   | 22,671 |   |
|                                                                   |   |   |                                                          |       |   |   |   |
| Sales,                  General and Administrative Expenses            |   |   | 103,243                                                       |       |   | 15,072 |   |
|                                                                   |   |   |                                                          |       |   |   |   |
| Net                  (Loss) From Operations                            |   |   | (17,245                                                       | )          |   | 7,599 |   |
|                                                                   |   |   |                                                          |       |   |   |   |
| Other                  Income (Expense) , Net (Notes 5 & 12)       |   |   | (41,505                                                       | )          |   | - |   |
|                                                                   |   |   |                                                          |       |   |   |   |
|                                                                   |   |   |                                                          |       |   |   |   |
| Income                  (Deficit)- Development Stage                   |   | $      | (58,750                                                       | )          | $ | 7,599 |   |
|                                                                   |   |   |                                                          |       |   |   |   |
|                                                                   |   |   |                                                          |       |   |   |   |
| Weighted                  average number of common shares              |   |   |                                                          |       |   |   |   |
| outstanding                  - basic and fully diluted                 |   |   | 25,468,629                                                    |       |   | 22,087,500 |   |
|                                                                   |   |   |                                                          |       |   |   |   |
| Net                  Income (Loss) per share - basic and fully diluted |   | $      | 0                                                             |       | $ | 0 |   |
|                                                                   |   |   |                                                          |       |   |   |   |

----

STATEMENTS      OF CASH FLOW

|                                                      |       | **For                the Three** | ** ** |
|-----------------------------------------------------------|------------|----------------------------------|------------|
| ** **                                                | ** ** | **Months                ended**  | ** ** |
| ** **                                                | ** ** | **March                31,**     |       |
|                                                      |       |                             |       |   |   |
|                                                      |       | **2005**                         | ** ** | **2004** | ** ** |
|                                                      |       |                             |       |   |   |   |   |
| Cash                Flows from Operating Activities:      |       |                             |       |   |   |   |   |
| Net                Income (Loss)                          |       | $                                | (58,750    | ) | $ | 7,599 |   |
| Adjustments                to reconcile net (loss) to     |       |                             |       |   |   |   |   |
| net                cash (used) by operating activities:   |       |                             |       |   |   |   |   |
| Depreciation                                              |       |                             | 2,661      |   |   | 1,225 |   |
| Increase                in loan receivable                |       |                             | 50,000     |   |   | - |   |
| Increase                (Decrease) in accounts payable    |       |                             | 1,393      |   |   | (7,362 | ) |
| Increase                in prepaid expenses               |       |                             | -          |   |   | - |   |
| Net                Cash (Used) by Operating Activities:   |       |                             | (4,696     | ) |   | 1,462 |   |
|                                                      |       |                             |       |   |   |   |   |
| Cash                Flows From Investing Activities:      |       |                             |       |   |   |   |   |
| (Purchase                ) Disposal of Equipment          |       |                             | -          |   |   | - |   |
| Net                Cash Used by Investing Activities:     |       |                             | -          |   |   | - |   |
|                                                      |       |                             |       |   |   |   |   |
| Cash                Flows From Financing Activities:      |       |                             |       |   |   |   |   |
|                                                      |       |                             |       |   |   |   |   |
| Issuance                of Common Stock                   |       |                             | -          |   |   | - |   |
| Decrease                in Notes payable                  |       |                             | (1,469     | ) |   |   |   |
| Increase                in loans payable                  |       |                             | 24,479     |   |   | 1,176 |   |
| Increase                in contributed capital            |       |                             | -          |   |   | - |   |
|                                                      |       |                             |       |   |   |   |   |
| Net                Cash Provided by Financing Activities: |       |                             | 23,010     |   |   | 1,176 |   |
|                                                      |       |                             |       |   |   |   |   |
| Net                Increase in Cash                       |       |                             | 18,314     |   |   | 2,638 |   |
|                                                      |       |                             |       |   |   |   |   |
| Cash                at Beginning of Period                |       |                             | (7,268     | ) |   | - |   |
|                                                      |       |                             |       |   |   |   |   |
| Cash                at End of Period                      |       | $                                | 11,046     |   | $ | 2,638 |   |
|                                                      |       |                             |       |   |   |   |   |

----

NOTES          TO FINANCIAL STATEMENTS

| **Note                      1 - History and organization of the company**                                                                                        |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                             |
| The                      Company was organized February 21, 2002 (Date of Inception)                      under the laws                      of the             |
| state                      of Delaware to operate a retailing business through its wholly-owned                      subsidiary.                                 |
|                                                                                                                                                             |
| **Note                      2 - Accounting policies and procedures**                                                                                             |
|                                                                                                                                                             |
| Cash                      and cash equivalents                                                                                                                   |
| The                      Company maintains a cash balance in a non-interest-bearing                      account that                      currently does        |
| not                      exceed federally insured limits. For the purpose of the statements                      of cash                      flows, all highly  |
| liquid                      investments with an original maturity of three months or less                      are                      considered to be cash    |
| equivalents.                      There were no cash equivalents as of March 31, 2005.                                                                           |
|                                                                                                                                                             |
| Fixed                      Assets                                                                                                                                |
| Property                      and equipment are recorded at historical cost. Minor additions                      and                      renewals are          |
| expensed                      in the year incurred. Major additions and renewals are capitalized                      and                      depreciated       |
| over                      their estimated useful lives. Depreciation is calculated using                      the                      straight-line method over |
| the                      estimated useful lives as                      follows:                                                                                 |

| Computer                    equipment | 3                    years |
|---------------------------------------|----------------------------|
| Office                    equipment   | 4                    years |

| Property                      and Equipment consist of the                      following: |
|--------------------------------------------------------------------------------------------|

| Automobile                                           |   | $      | 29,717   |   |
|------------------------------------------------------|--------|--------|----------|--------|
| Office                        equipment              |   |   | 15,928   |   |
| Less-accumulated                        depreciation |   |   | (16,624) |   |
|                                                 |   | $      | 29,021   |   |

| Impairment                    of long-lived assets                                                                                            |
|-----------------------------------------------------------------------------------------------------------------------------------------------|
| Long-lived                    assets held and used by the Company are reviewed for possible                    impairment                     |
| whenever                    events or circumstances indicate the carrying amount of an asset                    may not                    be |
| recoverable                    or is impaired. No such impairments have been identified by                    management                      |
| at                    March 31, 2005.                                                                                                         |
|                                                                                                                                          |
| Revenue                    recognition                                                                                                        |
| The                    Company recognized revenue and gains when earned and related                    costs of                    sales and  |
| expenses                    when incurred.                                                                                                    |

| Advertising                      costs                                                                                                                               |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| The                      Company expenses all costs of advertising as incurred. There                      were nominal                      advertising costs       |
| included                      in selling, or general and administrative expenses in 2005                      or                      2004.                          |
|                                                                                                                                                                 |
| Loss                      per share                                                                                                                                  |
| Net                      loss per share is provided in accordance with Statement of                      Financial                      Accounting Standards         |
| No.                      128 (SFAS # 128) "Earnings Per Share". Basic loss per share                      is computed by                      dividing losses        |
| available                      to common stockholders by the weighted average number of common                      shares                                           |
| outstanding                      during the period. The Company had no dilutive common stock                      equivalents,                      such             |
| as                      stock options or warrants as of March 31, 2005 or 2004.                                                                                      |
|                                                                                                                                                                 |
| Reporting                      on the costs of start-up activities                                                                                                   |
| Statement                      of Position 98-5 (SOP 98-5), "Reporting on the Costs of Start-Up                      Activities", which                              |
| provides                      guidance on the financial reporting of start-up costs and organizational                      costs, requires                          |
| most                      costs of start-up activities and organizational costs to be                      expensed as                      incurred. SOP-98-5       |
| is                      effective for fiscal years beginning after December 15, 1998.                      With the                      adoption of SOP-98,         |
| there                      has been little or no effect on the Company's financial                      statements.                                                  |
|                                                                                                                                                                 |
| Estimates                                                                                                                                                            |
| The                      preparation of financial statements in conformity with generally                      accepted                      accounting              |
| principles                      requires management to make estimates and assumptions that                      affect the                      reported             |
| amounts                      of assets and liabilities and disclosure of contingent assets                      and                      liabilities at the date of  |
| the                      financial statements, and the reported amounts of revenue and                      expenses                      during the reporting       |
| period.                      Actual results could differ from those estimates.                                                                                       |
|                                                                                                                                                                 |
| Fair                      value of financial instruments                                                                                                             |
| Fair                      value estimates discussed herein are based upon certain market                      assumptions                      and pertinent         |
| information                      available to management as of March 30, 2005 and 2004 respectively.                      The                                        |
| respective                      carrying value of certain on-balance-sheet financial instruments                      approximated their                             |
| fair                      values. These financial instruments include cash and accounts                      payable.                      Fair values are           |
| assumed                      to approximate carrying values for cash and payables because                      they are                      short term              |
| in                      nature and their carrying amounts approximated fair values                      or they are                      payable on demand.          |
|                                                                                                                                                                 |
| Income                      Taxes                                                                                                                                    |
| Deferred                      income tax assets and liabilities are computed annually for                      differences                      between the          |
| financial                      statement and tax basis of assets and liabilities that will                      result in                      taxable or deductible |
| amounts                      in the future based on enacted tax laws and rates applicable                      on the                      periods in which the      |
| differences                      are expected to affect taxable income. Valuation allowances                      are                      established when          |
| necessary                      to reduce deferred tax assets to the amount expected to be                      realized.                      Income tax             |
| expense                      is the tax payable or refundable for the period plus or minus                      the change                      during the           |
| period                      in deferred tax assets and                      liabilities.                                                                             |

----

| Segment                  reporting                                                                                                                    |
|-------------------------------------------------------------------------------------------------------------------------------------------------------|
| The                  Company follows Statement of Financial Accounting Standards No.                  130,                  "Disclosures              |
| About                  Segments of an Enterprise and Related Information". The Company                  operates                  as a                |
| single                  segment and will evaluate additional segment disclosure requirements                  as it                  expands its      |
| operations.                                                                                                                                           |
|                                                                                                                                                  |
| Dividends                                                                                                                                             |
| The                  Company has not yet adopted any policy regarding payment of dividends.                  No                  dividends            |
| have                  been paid or declared since inception.                                                                                          |
|                                                                                                                                                  |
| Recent                  pronouncements                                                                                                                |
| In                  June 2001, SFAS No. 141, "Business Combinations", and SFAS No.                  142,                  "Goodwill and               |
| Other                  Intangible Assets", were issued. SFAS No. 141 requires that all                  business                  combinations        |
| initiated                  after June 30, 2001 be accounted for using the purchase method                  of                  accounting, and        |
| that                  identifiable intangible assets acquired in a business combination                  be                  recognized as an assets  |
| apart                  from goodwill if they meet certain criteria. The impact of the                  adoption of                  SFAS No. 141      |
| on                  our reported operating results, financial position and existing                  financial                  statements            |
| disclosure                  is not expected to be material.                                                                                           |
|                                                                                                                                                  |
| SFAS                  No. 142 applies to all goodwill and identified intangible assets                  acquired                  in a business       |
| combination.                  Under the new standard, all goodwill and indefinite-lived intangible                  assets,                           |
| include                  the acquired before initial application of the standard, will not                  be                  amortized but will    |
| be                  tested for impairment at least annually. The new standard is effective                  for                  fiscal years         |
| beginning                  after December 15, 2001. The impact of the adoption of SFAS No.                  142 on                  our               |
| reported                  operating results, financial position and existing financial statement                  disclosure is not                   |
| expected                  to be material.                                                                                                             |
|                                                                                                                                                  |
| In                  July 2001, SFAS No. 143, "Accounting for Asset Retirement Obligations",                  was issued                               |
| which                  requires the recognition of a liability for an asset retirement                  obligation                  in the period in  |
| which                  it is incurred. When the liability is initially recorded, the carrying                  amount of the related                  |
| long-lived                  asset is correspondingly increased. Over time, the liability is                  accreted                  to its present |
| value                  and the related capitalized charge is depreciated over the useful                  life of                  the asset.         |
| SFAS                  No. 143 is effective for fiscal years beginning after June 15,                  2002. The                  impact of the        |
| adoption                  of SFAS No. 143 on the Company's reported operating results, financial                  position                            |
| and                  existing financial statement disclosure is not expected to be                  material.                                         |

| In                  August 2001, SFAS No. 144, "Accounting for the Impairment of Disposal                  of                  Long-lived             |
|-------------------------------------------------------------------------------------------------------------------------------------------------------|
| Assets",                  was issued. This statement addresses the financial accounting and                  reporting for the                        |
| impairment                  of disposal of long-lived assets and broadens the definition of                  what                  constitutes a      |
| discontinued                  operation and how results of a discontinued operation are to be                  measured                  and          |
| presented.                  The provisions of SFAS No. 144 are effective for financial statements                  issued for                         |
| fiscal                  years beginning after December 15, 2001. The impact of the adoption                  of                  SFAS No. 144         |
| on                  our reported operating results, financial position and existing                  financial                  statement disclosure  |
| is                  not expected to be material.                                                                                                      |
|                                                                                                                                                  |
| Stock-Based                  Compensation                                                                                                             |
| The                  Company accounts for stock-based awards to employees in accordance                  with                  Accounting             |
| Principles                  Board Opinion No. 25, "Accounting for Stock Issued to Employees"                  and                  related            |
| interpretations                  and has adopted the disclosure only alternative of SFAS No. 123,                  "Accounting                        |
| for                  Stock-Based Compensation". Options granted to consultants, independent                  representatives                          |
| and                  other non-employees are accounted for using the fair value method                  as                  prescribed by             |
| SFAS                  No. 123.                                                                                                                        |
|                                                                                                                                                  |
| Year                  end                                                                                                                             |
| The                  Company has adopted December 31 as its fiscal year end.                                                                          |
|                                                                                                                                                  |
| **Note                  3 - Going concern**                                                                                                           |
|                                                                                                                                                  |
| The                  accompanying financial statements have been prepared assuming the                  Company                  will                 |
| continue                  as a going concern. As shown in the accompanying financial statements,                  the                  Company        |
| has                  incurred a net loss of $565,446 for the period from February 21,                  2002                  (inception) to           |
| March                  31, 2005. The future of the Company is dependent upon its ability                  to                  obtain financing        |
| and                  upon future profitable operations from the development of its new                  business                  opportunities.      |
| Management                  has plans to seek additional capital through a public offering                  of its                  common stock.     |
| The                  financial statements do not include any adjustments relating to                  the                  recoverability and         |
| classification                  of recorded assets, or the amount of the classification of liabilities                  that might be                 |
| necessary                  in the event the Company cannot continue in existence.                                                                     |
|                                                                                                                                                  |
| **Note                  4 - Income taxes**                                                                                                            |
|                                                                                                                                                  |
| The                  Company accounts for income taxes under Statement of Financial                  Accounting                  Standards            |
| No.                  109, "Accounting for Income Taxes" (SFAS No. 109), which requires                  use of                  the liability         |
| method.                  SFAS No. 109 provides that deferred tax assets and liabilities                  are                  recorded based on       |
| the                  differences between the tax bases of assets and liabilities and                  their                  carrying amounts for     |
| financial                  reporting purposes, referred to as temporary differences. Deferred                  tax                  assets and        |
| liabilities                  at the end of each period are determined using the currently enacted                  tax                  rates applied |
| to                  taxable income in the periods in which the deferred tax assets                  and                  liabilities are expected to  |
| be                  settled or realized.                                                                                                              |

----

| The                  provisions for income taxes differs from the amount computed by                  applying                  the statutory |
|-----------------------------------------------------------------------------------------------------------------------------------------------|
| federal                  income tax rate to Income before provision for income taxes. The                  source                  and tax    |
| effects                  of the differences are as                  follows:                                                                  |

| U.S.                  federal statutory rate |   |   | 34.00  | %      |
|----------------------------------------------|--------|--------|--------|--------|
|                                         |   |   |   |   |
| Valuation                  reserve           |   |   | 34.00  | %      |
|                                         |   |   |   |   |
| Total                                        |   |   | 0.00   | %      |

| As                    of March 31, 2005, the Company has a net operating loss carryforward                    of                    approximately     |
|-------------------------------------------------------------------------------------------------------------------------------------------------------|
| $565,446                    for tax purposes, which will be available to offset future taxable                    income.                             |
| This                    carryforward will expire in 2025.                                                                                             |
|                                                                                                                                                  |
| **Note                    5 - Loan Receivable**                                                                                                       |
|                                                                                                                                                  |
| On                    June 23, 2002, the Company loaned $50,000 to an affiliated company.                    The                    note is due       |
| upon                    demand and bears no interest rate (See related party transactions).                    The                    loan was deemed |
| uncollectible                    in 2005 and was written off and charged to other                    expense.                                         |
|                                                                                                                                                  |
| **Note                    6 - Stockholders' Equity**                                                                                                  |
|                                                                                                                                                  |
| The                    Company is currently authorized to issue 40,000,000 shares of                    its $0.00001                    par value     |
| common                    stock.                                                                                                                      |
|                                                                                                                                                  |
| On                    November 19, 2002 the Company issued 19,685,000 shares of its                    .00001 par                    value            |
| common                    stock as founders' shares to acquire 100% of the outstanding                    shares of                    Artfest, Inc., |
| a                    Delaware Corporation for a net book value of $197. Artfest provides                    sales,                    marketing,      |
| financial                    and e-commerce systems to the industries of Arts, Antiques, Collectibles                    and                          |
| Luxury                    Goods. The markets are serviced by artists, dealers, galleries,                    and                    manufacturers of  |
| reproductions                    and luxury goods.                                                                                                    |
|                                                                                                                                                  |
| **Note                    7 - Warrants and options**                                                                                                  |
|                                                                                                                                                  |
| As                    of March 31, 2005 and 2004, there were no warrants or options                    outstanding                    to acquire      |
| any                    additional shares of common stock.                                                                                             |
|                                                                                                                                                  |

| **Note                  8 - Leases**                                                                                                                   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                   |
| On                  March 23, 2003 the Company executed a lease agreement that calls                  for the                  issuance of             |
| Company                  stock to the landlord in exchange for rent. The lease will expire                  five                  years from the       |
| commencement                  date. The terms of the lease call for a base rent of $54,660 per                  year                  for              |
| the                  first two years in exchange for 1,000,000 shares of the Company's                  stock,                  and $72,880            |
| per                  year for 3 through 5. The shares are transferrable at the landlord's                  discretion and will be                      |
| tendered                  upon landlord's completion of leasehold improvements. The lease                  also calls                  for             |
| additional                  rent of 10% of gross sales in excess of $500.000 for years 1 and                  2, and 5%                  of            |
| gross                  sales in excess of $1,457,600 for years 3 through 5.                                                                            |
|                                                                                                                                                   |
| In                  May 2006 the Company terminated its lease agreements and vacated                  the above                  properties.           |
|                                                                                                                                                   |
| **Note                  9 - Related party transactions**                                                                                               |
|                                                                                                                                                   |
| On                  June 23, 2002, the Company loaned $50,000 to an affiliated company.                  The                  note is due              |
| upon                  demand and bears no interest rate. The loan is to a company whose                  principle owner,                              |
| Joseph                  Walsh, was also the Principal owner Chief Operating Officer, Treasurer,                  and Chairman                          |
| of                  the Board of the Company. The note was deemed uncollectible and                  written                  off in 2005 (See Note 5) |
|                                                                                                                                                   |
| Office                  space and services were provided without charge by the Chief Executive                  Officer.                               |
| Such                  costs are immaterial to the financial statements and, accordingly,                  have                  not been reflected     |
| therein.                                                                                                                                               |
|                                                                                                                                                   |
| The                  officers and directors of the Company are involved in other business                  activities and may, in                      |
| the                  future become involved in other business opportunities. If a specific                  business opportunity                       |
| becomes                  available, such person may face a conflict in selecting between                  the                  Company and             |
| their                  other business interest. The Company has not formulated a policy                  for the                  resolution           |
| of                  such conflicts.                                                                                                                    |
|                                                                                                                                                   |
| **Note                  10 - Loans Payable**                                                                                                           |
|                                                                                                                                                   |
| On                  January 5, 2003, the Company purchased a 2002 Chevrolet Avalanche                  through                  GMAC                   |
| for                  $29,717. The note calls for a term of 5 years at a rate of 5.9%                  beginning                  on                    |
| February                  24, 2003, and maturing on December 24, 2007.                                                                                 |
|                                                                                                                                                   |
| During                  the three months ended March 31, 2005, the Company signed a promissory                  note payable                           |
| to                  a shareholder in the amounts of $20,000 The loan is due upon demand                  and                  bears interest           |
| at                  the prime rate.                                                                                                                    |
|                                                                                                                                                   |

| **Note                  11 - Short term notes payable**                                                                                          |
|--------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                             |
| The                  Company has $321,792 short term notes payable to shareholders.                  The                  notes                  |
| call                  for varying interest rates ranging from 1% to 8% per annum, and                  contain a                  stock          |
| payment                  option payable to the lender's discretion.                                                                              |
|                                                                                                                                             |
| As                  of the report date, the Company is in default on all of its short                  term                  notes payable to    |
| shareholder                  investors. Management has not formulated a repayment plan, and                  no                                  |
| contingency                  plan has been established in the event that the lenders seek legal                  remedies.                       |
|                                                                                                                                             |
| **Note                  12 - Other Income (Expense), Net**                                                                                       |
|                                                                                                                                             |
| Included                  in this caption is a loan receivable from an affiliated company                  for                  $50,000 that was |
| deemed                  uncollectible and written off to bad debt expense in 2005.                                                               |
|                                                                                                                                             |
| **Note                  13 - Subsequent Events**                                                                                                 |
|                                                                                                                                             |
| In                  May 2006 the Company terminated its lease agreements and vacated                  the                  properties leased.    |

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ITEM      2

ITEM      3. CONTROLS AND PROCEDURES

**Evaluation        of Disclosure Controls and Procedures **

----

ITEM      1. LEGAL PROCEEDINGS.

ITEM      2

**Equity      Securities Sold Without Registration**

|                   |                             |                                |                               |
|------------------------|----------------------------------|-------------------------------------|------------------------------------|
| **Period**             | **Shares                Issued** | **Purpose**                         | **Amount                Received** |
|                   |                             |                                |                               |
| Q1                2005 | 2,100,000                        | Gifts                / Services     | *                                  |
| Q2                2005 | *                                | *                                   | *                                  |
| Q3                2005 | 50,000                           | Capital                contribution | $35,000                            |
| Q4                2005 | 10,000                           | Capital                Contribution | $15,000                            |
|                   | 40,000                           | Gifts                / Services     | *                                  |
|                   |                             |                                |                               |
|                   |                             |                                |                               |
| Q1                2006 | *                                | *                                   | *                                  |
| Q2                2006 | *                                | *                                   | *                                  |
| Q3                2006 | 332,000                          | Gifts                / Services     | *                                  |
| Q4                2006 | *                                | *                                   | *                                  |

**General      Information**

ITEM      3

ITEM      4

ITEM      5

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ITEM      6. 

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SIGNATURES

|                                          |                                                                                                 |                                              |
|-----------------------------------------------|------------------------------------------------------------------------------------------------------|---------------------------------------------------|
|                                          | **Artfest              International, Inc.**                                                         |
|                                     |                                                                                            |                                         |
| Date: January 15,              2007 | By:                                                                                        | /s/ Larry              D.              Ditto |
|                                          |                                                                                                      |
|                                          | President(principal                executive officer and principal financial                officer) |

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**ITEM      6. EXHIBITS AND **
**REPORTS      ON FORM 8-K.**

**EXHIBIT      INDEX**

| **Number**                                                                            | **Description**                                                                                                                                                                                                                                                                                                                          |
|------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1    3.2    3.3                                            | Articles                of Incorporation [1] Articles                of Amendment of the Articles of Incorporation [3] Bylaws                [1]                                                                                                                                                                                         |
| 10.1 10.2                                                                                       | Agreement                and Plan of Reorganization, Soldnet, Inc. and Artfest, Inc.                [2] Loan                Agreement (form) with Promissory Note (form), December, 2005                [3]                                                                                                                                        |
|  23.1** 31                ** 32                **       | Consent                  of Thomas Bauman C.P.A., Independent Registered                  Public Accountant Certifications                pursuant to Sarbanes - Oxley Act of                2002  Certifications                of Officers pursuant to Section 1350, of                the Sarbanes - Oxley Act of                2002 |

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