U. S. Securities and Exchange Commission
                             Washington, D. C. 20549

                                   FORM 10-KSB

[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 UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the transition period from               to
                                    -------------    -------------

                               Commission File No.
                                    000-50892

                            Hangman Productions, Inc.
                           ------------------------
       (Name of Small Business Issuer as specified in its charter)

        UTAH                                        87-0638511
        ----                                        -----------
(State or other jurisdiction of                  (Employer I.D. No.)
       organization)

                            1223 Wilshire Blvd. #912
                             Santa Monica CA 90403
                                -----------------
                     (Address of Principal Executive Office)

 Issuer's Telephone Number, including Area Code:  (310) 795-0252


Securities Registered under Section 12(b) of the Exchange Act: None
Name of Each Exchange on Which Registered:                     None
Securities Registered under Section 12(g) of the Exchange Act: $0.01 par value
                                                               common stock

                                       1
<PAGE>
     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 Company was required to file such reports),  and (2) has
been subject to such filing requirements for the past 90 days.

     (1)   Yes  X    No            (2)   Yes  X    No
               ---      ---                  ---      ---


     Check  if  disclosure  of  delinquent  filers  in  response  to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,   to  the  best  of  Company'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. [ ]

     State Issuer's revenues for its most recent fiscal year:  December 31, 2004
- $12,759


     State the aggregate market value of the voting stock held by non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days.

     December 31, 2004 - $1,252.50.  There are  approximately  125,250 shares of
common  voting stock of the Company not held by  affiliates.  Because  there has
been no "public market" for the Company's common stock since its inception,  the
Company has arbitrarily valued these shares at par value of $0.01 per share.

                   (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS)
     None, Not applicable.


                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

     State the number of shares  outstanding of each of the Issuer's  classes of
common equity, as of the latest practicable date:

                                JANUNARY 31, 2005
                                     740,000


                                       2
<PAGE>
                       DOCUMENTS INCORPORATED BY REFERENCE

     A description of "Documents Incorporated by Reference" is contained in Part
III, Item 13 of this Report.

Transitional Small Business Issuer Format   Yes  X   No
                                                ---     ---
                                               PART I

Item 1.  Description of Business.
         ------------------------

Business Development.
---------------------

          Organization, Charter Amendments and General History
          ----------------------------------------------------

     Hangman  Productions,  Inc. (the "Company") was incorporated under the laws
of the State of Utah in August,  1999 as "BBC2,  Inc." The purpose for which the
Company  was  organized  was to engage in any lawful act or  activity  for which
corporations may be organized under the Utah Revised  Business  Corporation Act.
In November  of 2001,  the  Company  changed  its name to "Hangman  Productions,
Inc.," in anticipation of seeking production opportunities in the film industry.
The Company is now  considered  to be in the  development  stage.

                                       3
<PAGE>
          General History
          ---------------
     Prior  to  the  Company's   organization,   the  Company   authorized   and
subsequently issued 400,000 shares of common stock to four individuals  pursuant
to a Pre-organization Subscription Agreement. The shares were issued for cash at
$0.01 per share for a total of $4,000.

     Following the Company's  organization,  it conducted an offering of 320,000
shares  of  common  stock at a price of  $0.05  per  share.  This  offering  was
conducted  under  Rule  506 of  Regulation  D of  the  Securities  and  Exchange
Commission, and applicable provisions of Rule 144-14-25s of the Utah Division of
Securities,  which  provides for sales of securities by public  solicitation  to
"accredited" and "sophisticated" investors. The offering was subsequently closed
December 20, 1999, with the Company having received gross proceeds of $16,000.

     On January 13, 2004, the Company completed  another  offering.  The Company
offered  20,000  shares of  common  stock at a price of $0.05  per  share.  This
offering was  conducted  under Rule 504 of  Regulation D of the  Securities  and
Exchange  Commission,  and the applicable  provisions of Rule  144-14-25s of the
Utah Division of Securities.  This offering was subsequently  closed February 1,
2004, with the Company having sold a total of 20,000 shares to  approximately 20
individuals, and having received gross proceeds of $1,000.

     The Company's  operations during the year ended December 31, 2004, resulted
in $12,759  in  revenue.  General  and  administrative  expenses  were  $34,811,
resulting in an operating loss of ($22,052),  and a net loss of ($22,147)  after
accounting for franchise taxes of $100 and interest income of $5.

     The  independent  auditor's  report issued in  connection  with the audited
financial  statements  of the Company for the period  ended  December  31, 2004,
expresses  "substantial doubt about its ability to continue as a going concern,"
due to the  Company's  status as a  development  stage  company  and its lack of
significant operations.

     Other than pursuing potential  business  prospects and  opportunities,  the
Company  did not  engage in any  business  operations  between  August  1999 and
November 2001. The $20,000 in proceeds from the Company's  private  offerings in
November,  1999, have been used to fund the Company's prospecting  activities as
well as legal and accounting fees. Proceeds from the Company's private offerings
have also been used to fund the  Company's  current  activities  in the film and
entertainment industry.


                                       4
<PAGE>
        Business.
        ---------

     Hangman is an  emerging  film  production  company,  focused on seeking out
undiscovered   screenwriters,   and  developing  a  pipeline   between  talented
screenwriters and the Hollywood film-making  community.  The Company is not only
dedicated to developing relationships with the screenwriting community, but also
developing relationships within the film and entertainment industry. The Company
believes its two-fold  approach  will help bridge the gap between  screenwriters
("content providers") and production companies and film studios. Hangman's first
objective is to build its content  library.  Supply of content will be generated
and developed through screenplay contests hosted by the Company. The Company has
developed  and will  further  develop  its  internet  properties  to promote the
Company and its screenplay contests.  The Company recently completed hosting its
first contest.  Further information regarding the Company and its contest can be
found at www.hangmanproductions.com and screenwriterscontest.net.

     The Company's first contest, named the Screenplay ShootOut!,  began July 1,
2004 and ended October 31, 2004. The Screenplay ShootOut!  is a contest designed
to help undiscovered writers break into the filmmaking industry.  In addition to
a 1st place  prize of $5,000,  2nd place  prize of $500,  and 3rd place prize of
$250, the top finalists received  consideration from Benderspink  Management and
Production ("Benderspink").  Benderspink,  based in Hollywood,  California, is a
diversified  management and production  company  specializing  in initiating and
managing the careers of screenwriters and actors. By providing  consideration to
the top five  finalists  of the  Screenplay  ShootOut!,  Benderspink  agreed  to
consider  the  finalists  for  management  and/or   development   consideration.
Benderspink made no committment to enter into  relationships with any of the top
five finalists,  but it has agreed to consider possible management relationships
whereby Benderspink would represent the screenwriter finalist, assuming a mutual
agreement is made between Benderspink and the contestant. As of the date of this
report, Benderspink has not entered into any agreement with the finalists of the
Company's 1st annual Screenplay  Shootout!  If Benderspink and a finalist sign a
representation  agreement,  Benderspink  would  initiate  and manage the writing
career of the contestant for a specified period of time.

     Hangman has not and will not be involved in any  negotiation  or discussion
that may take place between Benderspink and the top five finalists. Furthermore,
Benderspink was not responsible for any of the monetary prizes,  the cash prizes
were the sole responsibility of Hangman. Cash prizes are offered only to the top
three winners of the contest.

     At the deadline of the  Company's  first  contest,  October 31,  2004,  the
Company received 379 submissions,  generating  approximately  $12,500 in accrued
revenue.  Although  Benderspink  will  provide  consideration  for the top  five
finalists of the contest,  the Company has no other  affiliation  or association
with  Benderspink.  The Company  does not plan to receive  monetary or any other
consideration  from  Benderspink.

     The Company  advertised the Screenplay  ShootOut!  through several sources.
The Company created a marketing website, www.screenwriterscontest.net, to target
word  searches on  internet  search  engines.  The  Company  also placed  banner
advertisements   at    www.moviebytes.com,    www.screenwritersutopia.com    and
scriptsales.com.  The banner advertisements at  www.screenwritersutopia.com  and
scriptsales.com  ran  through the contest  deadline  of October  31,  2004.  The
Company also created advertisement pamphlets. The Company placed these pamphlets
throughout Salt Lake City, Utah, Las Vegas, Nevada, and Los Angeles, California.
The  Company  concentrated  on  placing  these  pamphlets  at  Universities  and
high-traffic  areas, such as restaurants and shopping malls within these cities.
The Company's main website,  www.hangmanproductions.com,  attracted  1,380 total
visits in July, 2004, 2,421 total visits in August,  2004, 1,948 total visits in
September, 2004, and 2,691 visits in October, 2004.

                                       5
<PAGE>
     The entry fee for the 1st Annual Screenplay  ShootOut!  was $25 for college
students and $35 for all other entrants.  Currently,  contests'  entrance fee is
the Company's only source of revenue and the only source of expected revenue for
the next 12 to 24 months.

     The Company will host its second  contest  commencing in the second quarter
of 2005.  The  Company  has not  received  a  committment  from  Benderspink  to
participate in the second contest.  The Company believes that either Benderspink
or another  production/managment  company will agree to consider  the  contest's
finalists  for  consideration,  similar to the  agreement  the  Company had with
Benderspink in the 1st Annual Screenplay ShootOut!  The upcoming contest will be
similar to the first  contest,  however the Company will increase the submission
fee. An  increased  submission  fee should  allow the  Company to  increase  its
marketing  budget and  advertise  to a larger  audience,  which should allow the
contest to gain greater exposure.  The Company anticipates that the contest will
begin April 1, 2005 with a deadline of October 31, 2005.

     DISTRIBUTION METHODS OF PRODUCTS AND SERVICES

     The  Company  plans to attract  and  develop  talent and build a library of
content through its screenplay contests. Participants of the screenplay contests
will be able to access the  contests  via the  Company's  websites.  Hangman has
developed  websites for its current contest,  and markets these websites through
internet  banner   advertisements,   screenplay  directory  sites,  and  printed
publications.  The Company's print advertisement campaign will target magazines,
newsletters  and other  publications  that are  targeted  to the film making and
entertainment industry.


     COMPETITIVE BUSINESS CONDITIONS AND THE COMPANY'S POSITION IN THE INDUSTRY

     The movie  production  and  entertainment  industry is highly  competitive.
Competition ranges from start-up production companies,  like Hangman, to billion
dollar,  multi-national  conglomerations.  It is the Company's  plan to position
itself  within the  industry as a supplier of content to the  industry's  larger
participants,  who will use the content to develop a variety of media  programs;
however, the Company is not currently providing content to any company.

     The Company's  ability to obtain content is driven by the Company's ability
to attract new and undiscovered  talent.  The Company is using its contest-based
platform  to  develop  relationships  with  the  writer  community  and  develop
marketable  content.  The Company sponsored contests face numerous  competitors.
Many of the competitors have similar  web-based  contests that offer cash prizes
and are affiliated with larger,  well-known production companies.  The Company's
first screenplay  contest is targeted for a broad audience.  The contest is open
to all genres and has minimal  requirements.  The entry fee is priced within the
median range of other contests. The cash prizes are also within the median range
of other  contests.  Hangman  believes that its success  relies on the Company's
ability to build brand  awareness  within the writer  community  and establish a
strong network with a variety of management and productions companies.

                                       6
<PAGE>
     DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

     Currently  the  Company's  financial  success  relies solely on its contest
entrants.  These customers,  the contest entrants, are the Company's only source
of revenue.  As of October 31, 2004, the Company's  first contest  attracted 379
submissions,  generating approximately $12,500 in revenue.  Although Benderspink
will  provide  consideration  for the top five  finalists  of the  contest,  the
Company  has no other  affiliation  or  association  with  Benderspink,  and the
Company  does not plan to  receive  monetary  or any  other  consideration  from
Benderspink  or any  other  management  or  production  company  related  to the
Company's current contest. The Company's strategy is to attract high-quality and
marketable  content and  distribute  the content to  management  and  production
companies;  however,  other than the Company's association with Benderspink with
the  Screenplay  ShootOut!,  the Company does not currently  have a relationship
with any entertainment production or management companies. If the Company enters
into  partnerships  or any other  relationships  with  production and management
companies,  these  customers  will be  necessary  for the  Company  to  generate
brokering  fees  and  commissions  on the  distribution  side  of the  Company's
business.


     PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS
     OR LABOR CONTRACTS

     Other than  possibly  applying for a trademark on the  Company's  contest's
name,  Hangman has not and does not foresee filing any  applications for patents
or  licenses.  The  Company  also  does  not  plan to  execute  any  franchises,
concession or royalty agreements or labor contracts.

     NEED FOR GOVERNMENTAL APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES

     Due to the nature of the Company's business,  Hangman does not need to seek
direct government approval for its offered services.

     EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS ON THE BUSINESS

     The Company is not currently subject to many direct government  regulation,
other than the securities laws and the regulations  thereunder applicable to all
publicly  owned  companies,  the  laws and  regulations  applicable  to  general
businesses.  It is possible that certain laws and  regulations may be adopted at
the local,  state,  national  and  international  level  that  could  effect the
Company's  operations.  Changes to such laws  could  create  uncertainty  in the
marketplace which could reduce demand for the Company's products or increase the
cost of doing  business as a result of costs of litigation or a variety of other
such costs, or could in some other manner have a material  adverse effect on the
Company's business, financial condition, results of operations and prospects. If
any such law or regulation  is adopted it could limit the  Company's  ability to
operate and could force the  business  operations  to cease,  which would have a
significantly negative effect on the shareholder's investment.

                                       7
<PAGE>
     REPORTING REQUIRMENTS

     As an issuer whose securities will be registered under Section 12(g) of the
Exchange Act, we will be required to file periodic  reports with the  Securities
and  Exchange   Commission  (the  "Commission").   In  addition,   the  National
Association of Securities Dealers, Inc. (the "NASD"),  requires that all issuers
maintaining  quotations  of their  securities  on the OTC  Bulletin  Board  file
periodic reports under the Exchange Act.

     The public may read and copy any materials that we file with the Commission
at the Commission's Public Reference Room at 450 Fifth Street N.W.,  Washington,
DC 20549.  The public  may obtain  information  on the  operation  of the Public
Reference Room by calling the Commission at  1-800-SEC-0330  or 1- 202-942-8090.
The  Commission  maintains an internet  site that  contains  reports,  proxy and
information  statements  and  other  information  regarding  issuers  that  file
electronically   with   the   Commission.   The   address   of   that   site  is
http://www.sec.gov.

     SMALL BUSINESS ISSUER

     The Commission's  integrated  disclosure system for small business issuers,
which was adopted in Release No. 34-30968 and became  effective as of August 13,
1992,  substantially  modified the information  and financial  requirements of a
"Small Business  Issuer," defined to be an issuer that has revenues of less than
$25,000,000;  is a U.S. or Canadian issuer; is not an investment company; and if
a  majority-owned  subsidiary,  the  parent  is  also a small  business  issuer;
provided,  however,  an entity is not a small business issuer if it has a public
float (the aggregate market value of the issuer's outstanding securities held by
non-affiliates)  of  $25,000,000  or more.  The Company is deemed to be a "small
business issuer."

     SARBANES-OXLEY ACT

     On July 30, 2002,  President Bush signed into law the Sarbanes-Oxley Act of
2002.  The   Sarbanes-Oxley  Act  imposes  a  wide  variety  of  new  regulatory
requirements  on  publicly-held  companies  and  their  insiders.  Many of these
requirements will affect us. For example:

     * Our chief executive  officer and chief financial officer must now certify
     the  accuracy  of  all of  our  periodic  reports  that  contain  financial
     statements;

     *  Our  periodic   reports  must   disclose  our   conclusions   about  the
     effectiveness of our disclosure controls and procedures; and

     * We may not make any loan to any director or executive  officer and we may
     not materially modify any existing loans.

     The Sarbanes-Oxley Act has required us to review our current procedures and
policies to determine  whether they comply with the  Sarbanes-Oxley  Act and the
new  regulations  promulgated  thereunder.  We  will  continue  to  monitor  our
compliance  with all future  regulations  that are adopted  under the  Sarbanes-
Oxley Act and will take whatever  actions are necessary to ensure that we are in
compliance.

                                       8
<PAGE>
     RESEARCH AND DEVELOPMENT

     Since inception, the Company has not expended a material amount on research
and development.

     COMPLIANCE WITH ENVIRONMENTAL LAWS (FEDERAL, STATE AND LOCAL)

     Due to the nature of the  Company's  operations,  Hangman  does not believe
that  compliance  with  environmental  laws will have a  material  impact on the
Company or its operations.

     NUMBER OF EMPLOYEES

     Other than the Company's three executive officers and directors the Company
has no employees.

RISK FACTORS
------------

     Our present and intended  business  operations are highly  speculative  and
involve  substantial risks. Only investors who can bear the risk of losing their
entire investment  should consider buying our shares.  All risk factors that you
should consider are the following:

     THE COMPANY IS IN AN EARLY STAGE OF DEVELOPMENT

     Hangman is a development stage company.  Our Company has limited assets and
has had limited material operations since inception. We can provide no assurance
that our current and proposed  business  will  produce any material  revenues or
that we will ever operate on a profitable basis.

     THE COMPANY MAY EXPERIENCE LOSSES ASSOCIATED WITH START-UP

     The Company has limited operating history. The Company will also experience
expenses  related to the initial  start-up of the  business,  including  office,
computer and software  expenses.  The Company expects that its initial  expenses
will result in losses early in its development. It cannot guarantee that it will
become profitable after it completes its initial purchases.

                                       9
<PAGE>
     THE COMPANY MAY EXPERIENCE  FLUCTUATIONS IN OPERATING RESULTS;

     The Company's  operating results are likely to fluctuate in the future as a
result of a variety of  factors.  Some of these  factors  may  include  economic
conditions,  the amount and timing of the receipt of new business; timing of the
Company's screenplay contests;  the success of the Company's screenplay contests
and the revenue  generated from such contests,  capital  expenditures  and other
costs  relating to the  expansion of  operations;  the ability of the Company to
develop contacts and establish a network within the entertainment production and
management  industry;  the cost of advertising and related media.  Due to all of
the foregoing factors,  the Company's operating results in any given quarter may
fall  below  expectations.  In such an event,  any future  trading  price of the
Company's common stock would likely be materially and adversely affected.

     THE COMPANY'S BUSINESS MODEL MAY CHANGE OR EVOLVE

     The Company and its prospects must be considered in light of the risks,  as
identified in the Risk Factors section of this filing, expenses and difficulties
frequently encountered by companies in an early stage of development. Such risks
for the Company include,  but are not limited to, an evolving business model. To
address  these  risks the  Company  must,  among other  things,  develop  strong
business development and management activities, develop the strength and quality
of its operations,  maximize the value delivered to clients, develop and enhance
the Company's brand through marketing and networking  initiatives.  There can be
no assurance that the Company will be successful in meeting these challenges and
addressing  such risks and the  failure  to do so could have a material  adverse
effect on the Company's business,  financial condition, result of operations and
prospects.

     THE INDUSTRY THAT THE COMPANY  PARTICIPATES  HAS RELATIVELY LOW BARRIERS TO
     ENTRY AND THE COMPANY MAY FACE SIGNIFICANT COMPETITION

     There are  relatively  low barriers to entry into the  Company's  industry.
Because firms such as the Company rely on the skill, knowledge and relationships
of their personnel and their ability to market and create brand awareness,  they
have no patented  technology  that would  preclude or inhibit  competitors  from
entering  their  markets.  The Company  started with limited  capital and anyone
interested  in entering  the  Company's  business  could also start with limited
capital. In addition,  any large or small management,  production or film studio
that seeks to obtain  original  screenplays  could  initiate a contest  like the
Company's or attract content through numerous of other channels. One of the most
common  channels for Company's  like Hangman to attract  content is by having an
open submission  policy,  whereby anyone wanting to submit material can directly
mail their submission directly to a managment,  production or film studio for no
fee.

     The Company is likely to face additional competition from new entrants into
the market in the future  because  there are  relatively  low barriers to entry.
There can be no assurance that existing or future  competitors  will not develop
or offer services that provide significant performance, price, creative or other
advantages  over  those  offered  by the  Company,  which  could have a material
adverse effect on its business,  financial condition,  results of operations and
prospects.

                                       10
<PAGE>
     AUDITOR'S  OPINION  EXPRESSES DOUBT ABOUT THE COMPANY'S ABILITY TO CONTINUE
     AS A "GOING CONCERN"

     The  independent  auditor's  report issued in  connection  with the audited
financial  statements  of the Company for the period  ended  December  31, 2004,
expresses  "substantial doubt about its ability to continue as a going concern,"
due to the  Company's  status as a  development  stage  company  and its lack of
significant operations. If the Company is unable to develop its operations,  the
Company may have to cease to exist,  which would be  detrimental to the value of
the Company's common stock. The Company can make no assurances that its business
operations  will  develop  and  provide the  Company  with  significant  cash to
continue operations.

     THE  COMPANY  MAY  NEED  FUTURE  CAPITAL  AND MAY  NOT BE  ABLE  TO  OBTAIN
     ADDITIONAL FINANCING

     Over the next  twelve  months the  Company's  management  will  advance the
Company monies not to exceed $40,000, as loans to the Company.  The loan will be
on terms no less  favorable  to the  Company  than  would  be  available  from a
commercial  lender in an arm's length  transaction.  The loan from the Company's
management  will  provide the Company  with  enough cash  resources  to meet its
presently  anticipated working capital and capital expenditure  requirements for
the next 12 months. Beyond the next 12 months the Company's future liquidity and
capital  requirements  will depend upon the success of its proposed business and
the ability of the Company to generate  profits  from these  operations.  If the
Company's  operations are not able to generate  sufficient income and additional
moneis are needed beyond the next twelve months,  it will be up to the Company's
management to raise additional monies.  These funds may be raised as either debt
or equity, but management does not have any plans or relationships  currently in
place to raise  such  funds.  There can be no  assurance  that  such  additional
funding,  if needed, will be available on terms acceptable to the Company, or at
all. The Company may be required to raise  additional  funds  through  public or
private financing,  strategic relationships or other arrangements.  There can be
no assurance that such additional funding, if needed, will be available on terms
acceptable  to the Company,  or at all. If adequate  funds are not  available on
acceptable  terms,  the Company may be unable to develop or enhance its services
and products,  take advantage of future  opportunities or respond to competitive
pressures,  any of which could have a material  adverse  effect on its business,
financial condition, results of operations and prospects.

     FUTURE  CAPITAL  RAISED  THROUGH  EQUITY   FINANCING  MAY  BE  DILUTIVE  TO
     STOCKHOLDERS

     Any  additional  equity  financing  may be  dilutive  to  stockholders.  If
additional  funds are raised  through  the  issuance of equity  securities,  the
percentage  ownership  of the  stockholders  of the  Company  will  be  reduced,
stockholders may experience  additional dilution in net book value per share and
such equity  securities  may have rights,  preferences  or privileges  senior to
those of the holder of the  Company's  common stock.

                                       11
<PAGE>
     FUTURE DEBT FINANCING MAY INVOLVE RESTRICTIVE  COVENANTS THAT MAY LIMIT THE
     COMPANY'S OPERATING FLEXIBILITY

     Furthermore,  a debt  financing  transaction,  if  available,  may  involve
restrictive covenants,  which may limit the Company's operating flexibility with
respect to certain business matters. If additional funds are raised through debt
financing,  the debtholders may require the Company to make certain  agreements,
covenants,  which  could  limit or prohibit  the  Company  from taking  specific
actions,  such as  establishing  a limit on further  debt; a limit on dividends,
limit on sale of assets, or specific collateral  requirements.  Furthermore,  if
the Company raises funds through debt  financing,  the Company would also become
subject to interest and principal  payment  obligations.  In either case, if the
Company was unable to fulfill either the covenants or the financial obligations,
the Company may risk  defaulting on the loann,  whereby  ownership of the firm's
assets could be transferred from the shareholders to the debtholders.


     EXECUTIVE OFFICERS HAVE NO LONG-TERM EXPERIENCE WITHIN THE FILM AND ENTER-
     TAINMENT INDUSTRY

     The Company's officers have no specific experience in the development and
marketing  of  screenplay  content.  This  lack of  experience  may make it more
difficult to establish the contacts and relationships  necessary to successfully
market content.

     THE COMPANY'S SUCCESS IS DEPENDENT ON MANAGEMENT

     The  Company's  success  is  dependent,   in  large  part,  on  the  active
participation  of the  Executive  Officers.  The  loss of their  services  would
materially  adversely  effect the  Company's  business and future  success.  The
Company does not have employments agreements with Mr. Doolin or Mr. Thueson. The
Company does not have key-man life insurance in effect at the present time.

     THE COMPANY MAY FACE POTENTIAL LIABILITY TO CLIENTS

     The Company intends to develop, market, acquire and distribute content. Its
failure or  inability  to properly  acquire or secure  content  could impact the
Company's  business  reputation  or result in a claim for  substantial  damages,
regardless of its responsibility for such failure.  The Company does not have an
insurance  policy  covering  claims in this matter  could  adversely  affect the
Company's business, results of operations and financial conditions.

     EXECUTIVE OFFICERS AND MAJORITY  SHAREHOLDERS  MAINTAIN SIGNIFICANT CONTROL
     OVER THE COMPANY AND ITS ASSETS

     Hangman's  Executive  Officers maintain control over the Company's board of
directors and also control the Company's  business  operations and policies.  In
addition, four shareholders, excluding the Company's Executive Officers, control
76.1% of the Company's issued and outstanding  common stock. As a result,  these
majority  shareholders will be able to exercise  significant  influence over all
matters requiring stockholder approval,  including the election of directors and
approval of significant corporate transactions.  Such concentration of ownership
may also have the effect of  delaying or  preventing  a change in control of the
Company. See Part I, Item 4.

                                       12
<PAGE>
     THE COMPANY IS UNLIKELY TO PAY DIVIDENDS

     It is unlikely  that the Company will pay  dividends  on its common  stock,
resulting in an investor's only return on an investment in the Company's  common
stock is the  appreciation  of the per  share  price.  The  Company  can make no
assurances that the Company's common stock will ever appreciate.

     THERE IS NO PUBLIC MARKET FOR THE COMPANY'S SECURITIES

     There has never been any "established  trading market" for shares of common
stock of the  Company.  The  Company  intends to submit  for  listing on the OTC
Bulletin Board of the National Association of Securities Dealers, Inc. ("NASD").
If a market for the Company's common stock does develop,  the stock price may be
volatile. The stock price may be volatile because the Company has limited public
float and high  concentration of ownership in a few stockholders,  both of which
can have an adverse  effect on the any market of the Company's  stock price.

     The  Company  does not expect the  securities  of the Company to trade at a
price much  higher  than their  initial  offering  price,  which  would make the
Company's  common  stock  "penny  stock."  Because of this the  Company's  stock
differs  from many stocks,  in that it is a "penny  stock." The  Securities  and
Exchange  Commission has adopted a number of rules to regulate  "penny  stocks."
Because the Company's  securities  probably  constitute "penny stock" within the
meaning of the rules,  the rules would apply to the Company and its  securities.
The rules may  further  affect the  ability of owners of our stock to sell their
securities  in any  market  that may  develop  for them.  There may be a limited
market for penny stocks, due to the regulatory  burdens on  broker-dealers.  The
market  among  dealers  may not be active.  Investors  in penny  stock often are
unable to sell stock back to the dealer that sold them the stock.  The  mark-ups
or commissions  charged by the  broker-dealers  may be greater than any profit a
seller may make.  Because of large dealer  spreads,  investors  may be unable to
sell the stock  immediately back to the dealer at the same price the dealer sold
the stock to the investor.  In some cases,  the stock may fall quickly in value.
Investors  may be unable to reap any profit from any sale of the stock,  if they
can sell it at all.

     No assurance  can be given that any market for the  Company's  common stock
will develop or be  maintained.  If a public market ever develops in the future,
the sale of "unregistered"  and "restricted"  shares of common stock pursuant to
Rule 144 of the Securities  and Exchange  Commission by members of management or
others may have a  substantial  adverse  impact on any such  market;  and all of
these persons have satisfied the "holding period" under Rule 144.

     There is currently no market for the Company's common stock and there is no
assurance that a market will develop.  If a market develops,  we anticipate that
the  market  price  of the  Company's  common  stock  will  be  subject  to wide
fluctuations in response to several factors including;

        - The Company's ability to execute its business plan and significantly
          grow the business.
        - Increased competition from competitors who offer competing services.
        - The Company's financial condition and results of operations.

                                       13
<PAGE>
     THE COMPANY'S  SECURITIES MAY HAVE A LIMITED MARKET DUE TO RULES ASSOCIATED
     WITH PENNY STOCKS

     The  Company's  stock  differs  from  many  stocks,  in that it is a "penny
stock." The Securities and Exchange  Commission has adopted a number of rules to
regulate  "penny  stocks."  These rules  include,  but are not limited to, Rules
3a5l-l,  15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6 and 15g-7 under the Securities
and Exchange Act of 1934, as amended.

     Because our securities probably constitute "penny stock" within the meaning
of the rules,  the rules  would  apply to us and our  securities.  The rules may
further  affect the ability of owners of our stock to sell their  securities  in
any market that may develop  for them.  There may be a limited  market for penny
stocks,  due to the  regulatory  burdens on  broker-dealers.  The  market  among
dealers  may not be active.  Investors  in penny  stock often are unable to sell
stock back to the dealer that sold them the stock.  The mark-ups or  commissions
charged by the  broker-dealers may be greater than any profit a seller may make.
Because  of large  dealer  spreads,  investors  may be  unable to sell the stock
immediately  back to the dealer at the same  price the dealer  sold the stock to
the investor. In some cases, the stock may fall quickly in value.  Investors may
be unable to reap any profit from any sale of the stock,  if they can sell it at
all.

     Stockholders should be aware that, according to the Securities and Exchange
Commission  Release No. 34- 29093,  the market for penny  stocks has suffered in
recent years from patterns of fraud and abuse. These patterns include:

        - Control of the market for the security by one or a few broker-dealers
          that are often related to the promoter or issuer;

        - Manipulation of prices through prearranged matching of purchases and
          sales and false and misleading press releases;

        - "Boiler room" practices involving high pressure sales tactics and
          unrealistic price projections by inexperienced sales persons;

        - Excessive and undisclosed bid-ask differentials and markups by selling
          broker-dealers; and

        - The wholesale dumping of the same securities by promoters and broker-
          dealers after prices have been manipulated to a desired level, along
          with the inevitable collapse of those prices with consequent investor
          losses.

                                       14
<PAGE>
     Furthermore,  the  "penny  stock"  designation  may  adversely  affect  the
development of any public market for the Company's shares of common stock or, if
such a  market  develops,  its  continuation.  Broker-dealers  are  required  to
personally  determine  whether an  investment  in "penny  stock" is suitable for
customers.

     Penny stocks are  securities (i) with a price of less than five dollars per
share; (ii) that are not traded on a "recognized" national exchange; (iii) whose
prices are not quoted on the NASDAQ automated  quotation  system  (NASDAQ-listed
stocks must still meet  requirement  (i)  above);  or (iv) of an issuer with net
tangible  assets  less than  $2,000,000  (if the issuer  has been in  continuous
operation  for at least three years) or $5,000,000  (if in continuous  operation
for less  than  three  years),  or with  average  annual  revenues  of less than
$6,000,000 for the last three years.

     Section 15(g) of the Exchange Act, and Rule 15g-2 of the Commission require
broker-dealers  dealing in penny stocks to provide  potential  investors  with a
document  disclosing  the risks of penny stocks and to obtain a manually  signed
and dated written receipt of the document before  effecting any transaction in a
penny stock for the  investor's  account.  Potential  investors in the Company's
common  stock are urged to obtain  and read  such  disclosure  carefully  before
purchasing any shares that are deemed to be "penny stock."

     Rule 15g-9 of the  Commission  requires  broker-dealers  in penny stocks to
approve the  account of any  investor  for  transactions  in such stocks  before
selling  any  penny  stock  to  that  investor.   This  procedure  requires  the
broker-dealer to (i) obtain from the investor information  concerning his or her
financial  situation,  investment  experience  and investment  objectives;  (ii)
reasonably  determine,  based on that  information,  that  transactions in penny
stocks are  suitable  for the  investor  and that the  investor  has  sufficient
knowledge and experience as to be reasonably  capable of evaluating the risks of
penny stock  transactions;  (iii) provide the investor with a written  statement
setting forth the basis on which the  broker-dealer  made the  determination  in
(ii) above;  and (iv) receive a signed and dated copy of such statement from the
investor,  confirming  that it  accurately  reflects  the  investor's  financial
situation,  investment  experience and investment  objectives.  Compliance  with
these requirements may make it more difficult for the Company's  stockholders to
resell their shares to third parties or to otherwise dispose of them.

                                       15
<PAGE>
     NO ASSURANCE  CAN BE GIVEN THAT ANY MARKET FOR THE  COMPANY'S  COMMON STOCK
     WILL  DEVELOP  OR BE  MAINTAINED  AND IF A  MARKET  DEVELOPS  THE  SALE  OF
     "UNREGISTERED" AND "RESTRICTED" SHARES BY MEMBERS OR MANAGEMENT MAY HAVE AN
     ADVERSE EFFECT ON THE MARKET FOR THESE SHARES

     Prior  to  the  Company's   organization,   the  Company   authorized   and
subsequently issued 400,000 shares of common stock to four individuals  pursuant
to a Pre-organization Subscription Agreement. The shares were issued for cash at
$0.01 per share for a total of $4,000.

     Following the Company's  organization,  it conducted an offering of 320,000
shares  of  common  stock at a price of  $0.05  per  share.  This  offering  was
conducted  under  Rule  506 of  Regulation  D of  the  Securities  and  Exchange
Commission, and applicable provisions of Rule 144-14-25s of the Utah Division of
Securities,  which  provides for sales of securities by public  solicitation  to
"accredited" and "sophisticated" investors. The offering was subsequently closed
December 20, 1999, with the Company having received gross proceeds of $16,000.

     On January 13, 2004, the Company completed  another  offering.  The Company
offered  20,000  shares of  common  stock at a price of $0.05  per  share.  This
offering was  conducted  under Rule 504 of  Regulation D of the  Securities  and
Exchange  Commission,  and the applicable  provisions of Rule  144-14-25s of the
Utah Division of Securities.  This offering was subsequently  closed February 1,
2004, with the Company having sold a total of 20,000 shares to  approximately 20
individuals, and having received gross proceeds of $1,000.

     No assurance  can be given that any market for the  Company's  common stock
will develop or be  maintained.  If a public market ever develops in the future,
the sale of "unregistered"  and "restricted"  shares of common stock pursuant to
Rule 144 of the Securities  and Exchange  Commission by members of management or
others may have a substantial  adverse impact on any such market.  The following
table  discloses the date that the  Company's  issued shares of common stock are
available for resale:

                           Date              Number of           Aggregate
        Name              Acquired             Shares           Consideration
        ----              --------            ---------         -------------
        JAMES P. DOOLIN*         08/99               50,000           $     500

        ALYCIA D. ANTHONY*       08/99               25,000           $     250

        RICHARD R. ANTHONY*      08/99               25,000           $     250

        MICHAEL J. DOOLIN*       08/99              300,000           $   3,000

        PURCHASERS UNDER**       12/99              320,000           $  16,000
        RULE 506 OFFERING

        PURCHASERS UNDER***       01/04               20,000           $   1,000
        RULE 504 OFFERING

     * The 400,000  shares  that the  Company  issued in  September,  1999,  are
     elgible for resale  pursuant  to Rule 144 of the  Securities  and  Exchange
     Commission.  These persons have  satisfied the "holding  period" under Rule
     144.

     ** The  320,000  shares  that the  Company  issued in  December,  1999,  in
     connection  with the Offering are  eligible for resale in  compliance  with
     Rule 144(k) of the Securities and Exchange  Commission.  These persons have
     satisfied the "holding period" under Rule 144.

     *** The 20,000  shares that the  Company  issued in January  13,  2004,  in
     connection  with the  Offering are eligible for resale on January 13, 2005,
     in compliance with Rule 144 of the Securities and Exchange Commission.



                                       16
<PAGE>
Item 2.  Description of Property.
         -----------------------

     Hangman's  Executive Officers currently provide office space to the Company
at no cost to the  Company.  The Company has access to the  Officer's  telephone
lines and computer systems, at no cost to the Company. The Company leases a mail
box in Santa Monica, California for approximately $100 per month.

     At some point in the future, depending on the Company's growth and demanded
space requirements,  the Company will look to lease an office.  Anticipated rent
including utilities will range between $500 and $750 per month.

Item 3.  Legal Proceedings.
         ------------------

     The  Company  is  not a  party  to any  pending  legal  proceeding.  To the
knowledge  of  management,  no federal,  state or local  governmental  agency is
presently  contemplating  any  proceeding  against  the  Company.  No  director,
executive officer or affiliate of the Company or owner of record or beneficially
of more than five percent of the  Company's  common stock is a party  adverse to
the Company or has a material interest adverse to the Company in any proceeding.

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

     During the fourth  quarter of the year ended  December 31, 2004,  no matter
was submitted to a vote of the Company's securities holders, whether through the
solicitation of proxies or otherwise.


                                       17
<PAGE>
                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.
         ---------------------------------------------------------

     Market Information.
     -------------------
     There  has been no  "public  market"  for  shares  of  common  stock of the
Company.  However,  the  Company's  common stock is currently  quoted on the OTC
Bulletin  Board of the National  Association  of  Securities  Dealers  ("NASD");
however,  management  does not expect any  public  market to develop  unless and
until the Company completes an acquisition or merger. In any event, no assurance
can be given that any market for the  Company's  common stock will develop or be
maintained.

Holders
-------

     The number of record  holders of the Company's  common stock as of the date
of this Report is approximately 63.

     Dividends.
     ----------

     The Company has not declared any cash  dividends with respect to its common
stock and does not intend to declare  dividends in the foreseeable  future.  The
future dividend policy of the Company cannot be ascertained  with any certainty,
and until the Company completes any acquisition, reorganization or merger, as to
which no assurance may be given, no such policy will be formulated. There are no
material  restrictions  limiting,  or that are  likely to limit,  the  Company's
ability to pay dividends on its common stock.


                                       18
<PAGE>
     Sales of "Unregistered" and "Restricted"
     Securities Over The Past Three Years.
     -------------------------------------

     On January 13, 2004, the Company completed  another  offering.  The Company
offered  20,000  shares of  common  stock at a price of $0.05  per  share.  This
offering was  conducted  under Rule 504 of  Regulation D of the  Securities  and
Exchange  Commission,  and the applicable  provisions of Rule  144-14-25s of the
Utah Division of Securities.  This offering was subsequently  closed February 1,
2004, with the Company having sold a total of 20,000 shares to  approximately 20
individuals, and having received gross proceeds of $1,000.

For Further information see the following table: "Common Stock"

   COMMON STOCK

                         Date              Number of           Aggregate
     Name              Acquired             Shares           Consideration
     ----              --------            ---------         -------------
JAMES P. DOOLIN*         08/99               50,000           $     500

ALYCIA D. ANTHONY*       08/99               25,000           $     250

RICHARD R. ANTHONY*      08/99               25,000           $     250

MICHAEL J. DOOLIN        08/99              300,000           $   3,000

PURCHASERS UNDER**       12/99              320,000           $  16,000
RULE 506 OFFERING

PURCHASERS UNDER**       01/04               20,000           $   1,000
RULE 504 OFFERING

* James P. Doolin,  Alycia D. Anthony and Richard. R. Anthony were all directors
and Executive  Officers of the Company at the time of purchase,  and as such had
access to all material  information  regarding the Company prior to the offer or
sale of these securities.  The directors and Executive  Officers are "accredited
investor."  The offers and sales of these  securities  are believed to have been
exempt from the registration  requirements of Section 5 of the Securities Act of
1933,  as  amended,  pursuant to Sections  3(b)  and/or 4(2)  thereof,  and from
similar  applicable states securities laws, rules and regulations  exempting the
offer  and  sale  of  these   securities  by  available  state  exemptions  from
registration.

**  Purchasers  of the  Company's  securities  under the Rule 506 offering  were
"accredited"  or   "sophisticated"   investors.   Purchasers  of  the  Company's
securities  under  the  Rule  504  offering  were  "accredited"  investors.  All
purchasers had access to all material information regarding the Company.

     There have been no other sales of the Company's unregistered securities.



                                       19
<PAGE>
Item 6.  Management's Discussion and Analysis or Plan of Operation.
         ----------------------------------------------------------

     Plan of Operations.
     -------------------

     In the year ended 2004, the Company's average monthly  expenditures  ranged
from  approximately  $2,000 to $5,000 per month.  For the next twelve months the
Company anticipates average monthly  expenditures to range from $4,000 to $7,000
per month. The Company's average monthly expenditures can be broken down between
executive  compensation  of $1,600 per month,  and  general  and  administrative
expenses  of $2,500 to $5,500 per month.  General  and  administrative  expenses
include advertising of the Company's  screenplay  contest,  which is expected to
cost $1,500 to $2,500 per month.  These expenses  include banner  advertisements
and print advertisements.  Other general and administrative expenses include the
Company's website  maintenance  expenses ranging between $100 to $300 per month.
Professional  expenses,  which  are  related  to  the  Company's  public  status
including  accounting and legal,  are the remainder of the expected  general and
administrative  expenses.  These  expenses are expected to range between $750 to
$2,750 per month.

     The  Company  incurs a  compensation  expense  of $1,600  per month for the
Executive  Officers.  This  expense is  recorded as an accrued  liability.  This
liability will be paid either when the Company's cash position  warrants,  or if
the Company is unable to pay the accrued  liability by the end of the  Company's
fiscal  year-end 2005, the Company will issue common stock for  satisfaction  of
the debt.  Stock issued will be issued at the  price-per-share  of the Company's
most recent offering price, which is currently $.05 per share.

     The Company anticipated receiving approximately 600 submissions, generating
approximately $18,000 of fees, from its 1st Annual Screenplay Shootout! However,
the  total  number  of  submissions   actually  received  was  379,   generating
approximately $12,500 in entry fee revenue,  creating a shortfall in revenue for
the  Company.  This  shortfall  in revenue  will  require  the  Company to raise
additional funds in order to continue with its immediate  planned  operations of
sponsoring additional screenplay contests. The Company's management will advance
the Company monies not to exceed $40,000, as loans to the Company. The loan will
be on terms no less  favorable  to the Company  than would be  available  from a
commercial lender in an arm's length transaction.  If the Company needs funds in
excess of  $40,000,  it will be up to the  Company's  management  to raise  such
monies.  These funds may be raised as either debt or equity, but management does
not have any plans or relationships  currently in place to raise such funds. The
loan from the  Company's  management  will  provide the Company with enough cash
resources for the next 12 months.

     The  Company  plans to host two  additional  contests  in 2005.  The  first
contest in 2005 will begin in the second quarter, and the third will commence in
the  fourth  quarter  of 2005.  The  Company  plans to host  these  contests  in
association  or  partnership  with  a  production  or  management  company,  but
currently  the  Company  has  not  established  any  agreements  with  either  a
production or  management  company.  There can be no assurance  that the Company
will be able to find a management or production  company to co-host,  partner or
associate  with the  Company's  future  contests.  The Company  plans to use its
existing websites,  www.hangmanproductions.com and www.screenwriterscontest.net,
to market these future contests. The Company does not anticipate allocating more
than $1,000 to update these sites for future contests.

                                       20
<PAGE>
     As  previously  mentioned,  over  the  next  twelve  months  the  Company's
management  will advance the Company monies not to exceed  $40,000,  as loans to
the  Company.  The loan will be on terms no less  favorable  to the Company than
would be available from a commercial lender in an arm's length transaction.  The
loan from the  Company's  management  will  provide the Company with enough cash
resources  to  meet  its  presently  anticipated  working  capital  and  capital
expenditure  requirements for the next 12 months.  Beyond the next 12 months the
Company's future liquidity and capital requirements will depend upon the success
of its proposed business and the ability of the Company to generate profits from
these  operations.  If  the  Company's  operations  are  not  able  to  generate
sufficient  income  and  additional  monies are  needed  beyond the next  twelve
months, it will be up to the Company's management to raise additional monies. As
previously  mentioned,  these funds may be raised as either debt or equity,  but
management does not have any plans or relationships  currently in place to raise
such funds. There can be no assurance that such additional  funding,  if needed,
will be available on terms acceptable to the Company, or at all.

     The  Company  does not  plan to  purchase  or  acquire  any  plant or other
significant  equipment,  nor does the Company  plan to commence any research and
development activities.

     Along with developing the Company's  operations in the movie production and
entertainment  industry,  the  Company's  management  will  continue to look for
acquisitions or mergers or other  opportunities  that would be beneficial to the
Company  and  its   stockholders,   though  at  this  time  there  are  no  such
opportunities or potential transactions.

     The foregoing contains "forward-looking" statements and information, all of
which is modified by reference to the caption "Risk Factors."

     RESULTS OF OPERATIONS

     The Company's  operations during the year ended December 31, 2004, resulted
in $12,759  in  revenue.  General  and  administrative  expenses  were  $34,811,
resulting in an operating loss of ($22,052),  and a net loss of ($22,147)  after
accounting for franchise taxes of $100 and interest income of $5.

                                       21
<PAGE>
     LIQUIDITY

     As of December 31, 2004,  the Company had total  current  assets of $12,721
and total  liabilities of $23,210.  As of December 31, 2004, the Company's total
future  obligations were $23,210.  These obligations are expected to increase by
$1,600 per month due to acrrued salaries payable owed to the Company's executive
officers.

     Because the Company has  accumulated  losses since  inception,  has minimal
assets,  and has no sales  activity the  Company's  auditor  believes that these
factors raise  substantial  doubt about the  Company's  ability to continue as a
going concern.  With monies that the Company's  management has agreed to advance
the Company and its existing  cash balance of $12,721,  as of December 31, 2004,
the Company has adequate resources for prize money and for the Company's planned
operations for the next 12 months.

     Management  anticipates average monthly  expenditures,  including executive
compensation,  to range  between  $4,000 and $7,000 per month.  Management  also
anticipates  hosting two  additional  contests in 2005. The Company is unable to
accurately  project the amount of revenue these contests will generate,  however
management's  estimates that it will receive between 300 and 600 submissions per
each of the next two contests.  Management's  estimates are based on the results
of the Company's first screenplay  contest.  Management believes that it will be
able to attract more contestants in these  subsequent  contests by creating more
awareness directly within the screenwriter  community.  The Company  anticipates
spending more on marketing,  and belives that it can better direct its marketing
campaigns directly to the screenwriter  community by advertising on screenwriter
specific   websites  and   attending   screenwriter   forums  and   conventions.
Furthermore, with the Company's first contest completed the Company has begun to
build a brand for its screenplay contest, the Screenplay  ShootOut!,  which will
help as the Company  continues to expand its presence  within the  screenwriting
community. The Company's management has agreed to advance the Company monies not
to exceed  $40,000,  as loans to the Company,  at any point over the next twelve
months.  These funds will allow the  Company  sufficient  resources  to continue
operations  regardless of the revenue generated from the two additional  contest
in 2005.  As  previously  disclosed,  if the  Company  needs  funds in excess of
$40,000, it will be up to the Company's  management to raise such monies.  These
funds may be raised as either debt or equity,  but management  does not have any
plans or relationships  currently in place to raise such funds.  There can be no
assurance that such additional  funding,  if needed,  will be available on terms
acceptable to the Company, or at all.

     The  Company's  ability to  continue  as a going  concern is  dependent  on
management's  ability to generate revenue and to manage the Company's  expenses.
Managment will continue to seek to exploit  opportunties to enhance the value of
the Company and its profitability.

                                       22
<PAGE>
Item 7.  Financial Statements.
         ---------------------

          Financial Statements for the years ended December 31, 2004 and 2003

          Independent Auditors' Report

          Balance Sheets - December 31, 2004

          Statements of Operations for the years ended
          December 31, 2004 and 2003

          Statements of Stockholders' Equity for the
          years ended December 31, 2004 and 2003

          Statements of Cash Flows for the years ended
          December 31, 2004 and 2003

          Notes to the Financial Statements




                                       23
<PAGE>

                            Hangman productions, inc.
                          [A Development Stage Company]

             Report of Independent Registered Public Accounting Firm
                            and Financial Statements

                                December 31, 2004


                                       24
<PAGE>
<TABLE>
<CAPTION>


                            Hangman productions, inc.
                          [A Development Stage Company]

                                TABLE OF CONTENTS



                                                                       Page

<S>                                                                <C>
Report of Independent Registered Public Accounting Firm                  1

Balance Sheet - December 31, 2004                                        2

Statements of Operations for the Year Ended December 31, 2004            3

Statement of Stockholders' Equity                                        4

Statements of Cash Flows for the Year Ended December 31, 2004            5

Notes to  Financial Statements                                          6 - 9

</TABLE>

                                       25
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors and Shareholders
Hangman Productions, Inc.

     We have audited the accompanying balance sheet of Hangman Productions, Inc.
[a  development  stage  company]  as of  December  31,  2004,  and  the  related
statements of operations,  stockholders'  deficit, and cash flows for the period
ended December 31, 2004. These financial  statements are the  responsibility  of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

     We  conducted  our audit in  accordance  with the  standards  of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material respects,  the financial position of Hangman Productions,  Inc.,
as of December  31,  2004,  and the results of their  operations  and their cash
flows for the period  ended  December  31, 2004 in  conformity  with  accounting
principles generally accepted in the United States of America.

     The  accompanying  financial  statements  have been  prepared  assuming the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial statements, the Company has accumulated losses and is still developing
its planned  principal  operations.  These factors raise substantial doubt about
its  ability to  continue as a going  concern.  Management's  plans in regard to
these  matters are also  described in Note 2. The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.

/S/ MANTYLA MCREYNOLDS
Mantyla McReynolds
Salt Lake City, Utah
January 24, 2005


                                       26
<PAGE>
<TABLE>
<CAPTION>


                            Hangman Productions, Inc.
                          [A Development Stage Company]
                                  Balance Sheet
                                December 31, 2004


                                     ASSETS


Current Assets:
<S>                                                                            <C>
     Cash                                                                      $             12,721
                                                                                 ------------------
                   Total Current Assets                                                      12,721
                                                                                 ------------------
                       Total Assets                                            $             12,721
                                                                                 ==================



                      LIABILITIES AND STOCKHOLDERS' EQUITY


Liabilities:
  Current Liabilities:
     Accounts Payable                                                          $              7,410
     Franchise Taxes Payable                                                   $                200
     Salaries Payable                                                                        15,600
                                                                                 ------------------
                Total Current Liabilities                                                    23,210
                                                                                 ------------------
                     Total Liabilities                                                       23,210


Stockholders' Equity:
  Capital Stock -- 50,000,000 shares authorized having a
   par value of $.01 per share; 740,000 shares issued
   and outstanding - NOTE 4                                                                   7,400
  Additional paid-in capital                                                                 13,600
  Deficit accumulated during the development stage                                          (31,489)
                                                                                 ------------------
                Total Stockholders' Equity                                                  (10,489)
                                                                                 ------------------
        Total Liabilities and Stockholders' Equity                             $             12,721
                                                                                 ==================

                 See accompanying notes to financial statements.

</TABLE>

                                       27
<PAGE>
<TABLE>
<CAPTION>
                            Hangman Productions, Inc.
                          [A Development Stage Company]
                             Statement of Operations
    For the Period from Inception [March 10, 2004] through December 31, 2004


                                                                                           Inception
                                                                                            through
                                                                                            December
                                                      2004                2003              31, 2004
                                                  -------------     ----------------     --------------
<S>                                           <C>               <C>                  <C>
Revenues                                      $         12,759  $                 0  $          12,759

General & Administrative Expenses                       34,811                1,657             43,598
                                                  -------------     ----------------     --------------

               Operating Loss                          (22,052)              (1,657)           (30,839)

               Interest Income                               5                    -                  5

                                                  -------------     ----------------     --------------
        Net Loss Before Income Taxes                   (22,047)              (1,657)           (30,834)

Provision for Income/Franchise Taxes                       100                  100                655
                                                  -------------     ----------------     --------------

Net Loss                                      $        (22,147) $            (1,757) $         (31,489)
                                                  =============     ================     ==============

Basic and Diluted Loss Per Share              $          (0.03) $             (0.01) $           (0.01)
                                                  =============     ================     ==============

Weighted Average Shares Outstanding                     740,000              720,000
                                                  =============     ================





                 See accompanying notes to financial statements.
</TABLE>

                                       28
<PAGE>
<TABLE>
<CAPTION>

                            Hangman Productions, Inc.
                          [A Development Stage Company]
                       Statement of Stockholders' Deficit
    For the Period from Inception [March 10, 2004] through December 31, 2004


                                                               Additional                            Net
                                  Common          Common         Paid-in        Accumulated     Stockholders'
                                  Shares           Stock         Capital          Deficit          Equity
                                ----------      ----------     -----------     ------------     -------------
                                 <S>              <C>         <C>              <C>               <C>
Balance, August 16, 1999 (Inception)
                                  $      0         $     0     $         0      $        0        $         0
September 16, 1999, at
$0.01/$0.05/share                  400,000           4,000                                              4,000

Issued stock to shareholders for cash,
December 11, 1999, at $0.05/share   37,500             375           1,500                              1,875

Issued stock to shareholders for cash,
December 20, 1999, at $0.05/share   14,000             140             560                                700

Issued stock to shareholders for cash,
December 27, 1999, at $0.05/share  268,500           2,685          10,740                             13,425

Net loss for the Year Ended
 December 31, 1999                                                                    (411)              (411)
                                ----------      ----------     -----------     ------------     -------------
Balance, December 31, 1999         720,000           7,200          12,800            (411)            19,589
Net loss for the Year Ended December
31, 2000                                                                            (4,478)            (4,478)
Balance, December 31, 2000         720,000           7,200          12,800          (4,889)            15,111
Net loss for the Year Ended December
31, 2001                                                                              (557)              (557)
Balance, December 31, 2001         720,000           7,200          12,800          (5,446)            14,554
Net loss for the Year Ended
December 31, 2002                                                                   (2,139)            (2,139)
Balance, December 31, 2002         720,000           7,200          12,800          (7,585)            12,415
Net loss for the Year Ended December
31, 2003                                                                            (1,757)            (1,757)
Balance, December 31, 2003         720,000           7,200          12,800          (9,342)            10,658

Issued stock to investors for cash,
January 4, 2004 at $0.05/share      20,000             200             800               -              1,000
Net loss for the Year Ended December
31, 2004                                 -               -               -         (22,147)           (22,147)
                                ----------      ----------     -----------     ------------     -------------
Balance, December 31, 2004         740,000           7,400          13,600         (31,489)           (10,489)
                                ==========      ==========     ===========     ============     =============





                 See accompanying notes to financial statements

</TABLE>

                                       29
<PAGE>
<TABLE>
<CAPTION>

                            Hangman Productions, Inc.
                          [A Development Stage Company]
                            Statements of Cash Flows
    For the Period from Inception [March 10, 2004] through December 31, 2004

                                                                                             Inception
                                                                                              through
                                                                                             December
                                                             2004             2003           31, 2004
                                                         ------------     ------------     -------------
Cash Flows from Operating Activities
<S>                                                 <C>               <C>              <C>
Net Loss                                            $         (22,047) $       (1,757) $         (31,389)
Adjustments to reconcile net income to net cash provided
by operating activities:
     Increase (Decrease) in current liabilities                22,835             175             23,110
                                                         ------------     ------------     -------------
       Net Cash used in Operating Activities                      788          (1,582)            (8,279)

Cash Flows from Financing Activities
Proceeds from stock issuance                                    1,000                0           (21,000)
                                                         ------------     ------------     -------------
       Net Cash provided by Financing Activities                1,000                0           (21,000)

       Net Increase/(Decrease) in Cash                          1,788           (1,582)           12,721

Beginning Cash Balance                                         10,933           12,515                 0
                                                         ------------     ------------     -------------

Ending Cash Balance                                 $          12,721  $        10,933  $         12,721
                                                         ============     ============     =============

Supplemental Disclosure:
  Interest Paid                                     $               0  $             0  $              0
  Income taxes paid                                                 0              100









                 See accompanying notes to financial statements.
</TABLE>

                                       30
<PAGE>

                            Hangman Productions, Inc.
                          [A Development Stage Company]
                        Notes to the Financial Statements
                                December 31, 2004

NOTE 1        ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

               (a)    Organization

               Hangman  Productions,  Inc.  (Company) was incorporated under the
               laws of the  State  of Utah in  August,  1999 as BBC2,  Inc.  The
               purpose for which this  corporation  is organized is to engage in
               any  lawful  act  or  activity  for  which  corporations  may  be
               organized  under the Utah Revised  Business  Corporation  Act. In
               November  of  1999,  the  Company  changed  its  name to  Hangman
               Productions,   Inc.,  in  anticipation   of  seeking   production
               opportunities in the film industry. The Company is now considered
               to be in the development stage.

               The  financial  statements  of the Company have been  prepared in
               accordance with U.S.  generally accepted  accounting  principles.
               The following summarizes the more significant of such policies:

               (b)    Income Taxes

               The Company  applies the  provisions  of  Statement  of Financial
               Accounting  Standards  No. 109 [the  Statement],  Accounting  for
               Income  Taxes.  The  Statement  requires  an asset and  liability
               approach for financial accounting and reporting for income taxes,
               and the  recognition of deferred tax assets and  liabilities  for
               the temporary  differences  between the financial reporting basis
               and tax basis of the Company's  assets and liabilities at enacted
               tax rates expected to be in effect when such amounts are realized
               or settled.  A valuation  allowance  is provided if, based on the
               weight  of  available  evidence,  it is more  likely  than not (a
               likelihood  of more than 50 percent)  that some portion or all of
               the deferred tax assets will not be realized.

               (c)    Net Loss Per Common Share

               Loss per common share is based on the weighted-average  number of
               shares  outstanding.  Diluted  loss per share is  computed  using
               weighted  average  number of common shares plus  dilutive  common
               share  equivalents   outstanding  during  the  period  using  the
               treasury  stock  method.  There are no common  stock  equivalents
               outstanding,  thus, basic and diluted loss per share calculations
               are the same.



                                       31
<PAGE>
NOTE 1        ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [cont]

              (d)     Statement of Cash Flows

               For  purposes  of the  statements  of  cash  flows,  the  Company
               considers cash on deposit in the bank to be cash. The Company had
               $12,721 cash at December 31, 2004.

              (e)    Use of Estimates in Preparation of Financial Statements

               The preparation of financial  statements in conformity with U. S.
               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 revenues and expenses  during the  reporting
               period. Actual results could differ from those estimates.

               (f)    Revenue Recognition

               The Company recognizes revenues in accordance with the Securities
               and Exchange  Commission,  Staff Accounting Bulletin (SAB) number
               104, "Revenue  Recognition." SAB 104 clarifies  application of U.
               S.   generally   accepted   accounting   principles   to  revenue
               transactions.  Revenue is recognized  as earned;  as products are
               delivered  or services  are  provided to the  customer.  Fees for
               contests  or  promotional  events are  recognized  over the event
               period.  Uncollected,  earned  revenue is  recorded  in  accounts
               receivable. Billed amounts deemed to be uncollectible are charged
               to bad debt expense.  Revenue collected in advance is recorded as
               a liability until the earnings  process is complete.  The Company
               had received and earned  $12,759 in contest  revenues at December
               31, 2004.



                                       32
<PAGE>
NOTE 1        ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [cont]

              (g)     Impairment of Long-Lived Assets

               The Company reviews  long-lived  assets,  at least  annually,  to
               determine  if  impairment  has  occurred and whether the economic
               benefit of the asset  (fair  value for assets to be used and fair
               value  less  disposal  costs  for  assets to be  disposed  of) is
               expected to be less than the carrying value.  Triggering  events,
               which signal further analysis,  consist of a significant decrease
               in the asset's market value,  a substantial  change in the use of
               an  asset,  a  significant   physical  change  in  the  asset,  a
               significant  change in the legal or business  climate  that could
               affect the  asset,  an  accumulation  of costs  significantly  in
               excess of the amount originally  expected to acquire or construct
               the asset,  or a history of losses  that imply  continued  losses
               associated with assets used to generate revenue.  The Company has
               no long-lived assets as of December 31, 2004.


NOTE 2        LIQUIDITY/GOING CONCERN

               The  Company  has  accumulated   losses  from  inception  through
               December 31, 2004 of $31,489 and has a working  capital  deficit.
               These factors raise substantial doubt about the Company's ability
               to continue as a going concern.

               Management plans include developing film production opportunities
               or  finding  a  well-capitalized  merger  candidate  to  commence
               operations.   The   financial   statements  do  not  include  any
               adjustments   that  might   result   from  the  outcome  of  this
               uncertainty.


NOTE 3        INCOME TAXES

               Below is a summary  of  deferred  tax asset  calculations  on net
               operating loss carry forward amounts.  Loss carry forward amounts
               expire at various times  through  2024. A valuation  allowance is
               provided when it is more likely than not that some portion of the
               deferred tax asset will not be realized.



                                       33
<PAGE>
NOTE 3        INCOME TAXES [continued]

Deferred Tax Asset                                   Balance     Tax     Rate
--------------------------------------------------   -------    -----    ----
 Federal loss carryforward (expires through 2024)    $31,489   $4,723     15%
 State loss carryforward (expires through 2014)      $30,834   $2,726   8.84%
 Valuation allowance                                           (7,449)
                                                                -----
        Deferred tax asset                                     $    0

               The allowance has increased $5,609 from $1,840 as of December 31,
               2003.  The  income/franchise  tax payable at December 31, 2004 of
               $200 is the  minimum  tax due to the  State of Utah for the prior
               two years.

NOTE 4        COMMON STOCK

               In August of 1999, the Company authorized and subsequently issued
               400,000 shares of common stock to four individuals  pursuant to a
               Pre-organization  Subscription Agreement.  The shares were issued
               for cash at $0.01 per share for a total of $4,000.

               In  September  of 1999,  the Company  offered  320,000  shares of
               "unregistered"  and  "restricted"   shares  of  common  stock  to
               "accredited"  or  "sophisticated"  investors  at $0.05 per share.
               These shares were issued for cash in December of 1999.

               In  January  of  2004,  the  Company  offered  20,000  shares  of
               "unregistered"  and  "restricted"   shares  of  common  stock  to
               "accredited"  or  "sophisticated"  investors  at $0.05 per share.
               These shares were issued for cash in February of 2004.



                                       34
<PAGE>

Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
------------------------------------------------------------------------

     None; not applicable.
                                    PART III

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

        Identification of Directors and Executive Officers.
        ---------------------------------------------------

     The following table sets forth the name of the Company's  current directors
and executive  officers.  These persons will serve until the next annual meeting
of the  stockholders  or until their  successors  are elected or  appointed  and
qualified, or prior resignation or termination.  Their Date of Date of Positions
Election or Termination

Name                  Held              Designation     or Resignation
----                  ----              -----------   --------------
JAMES P. DOOLIN      DIRECTOR &         AUGUST 1999          *
                     PRESIDENT

SHANE E. THUESON     DIRECTOR &         NOVEMBER 2001        *
                     VICE PRESIDENT

JOHN K. WINCHESTER   DIRECTOR &         JULY 2004            *

          * These persons presently serves in the capacities indicated.

                                       35
<PAGE>
     Business Experience.
     --------------------

     James P. Doolin,  President and a director,  is 28 years of age. Mr. Doolin
graduated  from the  University of Utah, in Salt Lake City. He graduated  with a
bachelor of science,  finance degree. Mr. Doolin worked full-time for a boutique
investment  banking  firm,  Jenson  Services,  Inc.,  from 1998  until  entering
graduate  school  in  2001.  In  2002,  Mr.  Doolin  graduated  with an MBA from
Pepperdine  University.  After  graduating  from  Pepperdine,  he  worked  as an
associate at an Investment Banking firm, RSM EquiCo, in Southern California from
October 2002 through November 2003.

     Shane E. Thueson,  Vice  President and a director,  is 29 years of age. Mr.
Thueson attended,  but did not graduate from Brigham Young University,  where he
studied history.  Mr. Thueson worked for a entertainment  management  production
company, Benderspink Management and Productions, in Hollywood,  California, from
2001  through  2002.  He is  currently  working  at a music  booking  agency for
alternative rock bands, and has been working for this agency for the past year.

     John K.  Winchester,  Secretary  and  director,  is 29  years  of age.  Mr.
Winchester  graduated  from  the  University  of Utah,  in Salt  Lake  City.  He
graduated with a bachelor of science,  communication  degree.  Mr. Winchester is
currently  serving as the district  merchandising  coordinator for Sony Computer
Entertainment  America,  Inc.  He has worked  with Sony  Computer  Entertainment
America, Inc., since 2000.


     Significant Employees.
     ----------------------

     Other than James P. Doolin,  Shane E. Thueson,  and John K.  Winchester the
Company has no employees.

     Family Relationships.
     ---------------------

     None, not applicable;

                                       36
<PAGE>
     Involvement in Certain Legal Proceedings.
     -----------------------------------------

     During  the past five  years,  no  present  or former  director,  executive
officer or person nominated to become a director or an executive  officer of the
Company:

     (1) was a general  partner or  executive  officer of any  business  against
which any bankruptcy petition was filed, either at the time of the bankruptcy or
two years prior to that time;

     (2) was  convicted in a criminal  proceeding  or named subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses);

     (3)  was  subject  to any  order,  judgment  or  decree,  not  subsequently
reversed,  suspended  or  vacated,  of  any  court  of  competent  jurisdiction,
permanently or temporarily enjoining,  barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; or

     (4) was found by a court of competent jurisdiction (in a civil action), the
Commission  or the  Commodity  Futures  Trading  Commission  to have  violated a
federal or state  securities or  commodities  law, and the judgment has not been
reversed, suspended or vacated.

     Compliance with Section 16(a) of the Exchange Act.
     --------------------------------------------------

     Each  of the  Company's  directors  have  filed  a  Form  3,  Statement  of
Beneficial  Ownership,  with the Securities and Exchange Commission;  there have
been no changes in their  beneficial  ownership of shares of common stock of the
Company since the filing of their Form 3.


                                       37
<PAGE>

Item 10. Executive Compensation.
         -----------------------

     The  following  table sets  forth the  aggregate  compensation  paid by the
Company for services rendered during the periods indicated:

                           SUMMARY COMPENSATION TABLE

                             Long Term Compensation

                       Annual Compensation Awards Payouts

(a)             (b)   (c)   (d)   (e)   (f)   (g)   (h)    (i)

                                              Secur-
                                              ities        All
Name and   Year or               Other  Rest- Under- LTIP  Other
Principal  Period   Salary Bonus Annual rictedlying  Pay- Comp-
Position   Ended      ($)   ($)  Compen-Stock Optionsouts ensat'n
-----------------------------------------------------------------

James P.     12-31-04*$12,000  0     0      0        0     0     0
Doolin,      12-31-03   0      0     0      0        0     0     0
Director,
President

Shane E.     12-31-04*$6,000   0     0      0        0     0     0
Thueson,     12-31-03   0      0     0      0        0     0     0
Director,
Vice
President

John K.      12-31-04*$1,200   0     0      0        0     0     0
Winchester   12-31-03   0      0     0      0        0     0     0

     No deferred  compensation or long-term incentive plan awards were issued or
granted to the  Company's  management  during the year ended  December 31, 2004.
However,  the Company has accrued $1,600 per month for compensation of the three
officers efforts. No employee,  director, or executive officer have been granted
any option or stock appreciation rights; accordingly, no tables relating to such
items have been included within this Item.

                                       38
<PAGE>
     Stock Option Plans.
     -------------------

     No cash  compensation,  deferred  compensation or long-term  incentive plan
awards were issued or granted to the Company's  management during the year ended
December  31,  2004.  However,  the Company  has accrued  $4,800 per quarter for
compensation  of the three  officers  efforts,  but no cash has been  paid.  The
Company  has not  entered  into  any  compensation  arrangement  with any of the
Company's employees as of the date of this Report. However, any of the Company's
current and/or future employees  compensation  will not under any  circumstances
exceed the amount paid to other  persons with similar  experience  and expertise
performing  similar  services  in the web site  design  industry.  No  employee,
director,   or  executive   officer  have  been  granted  any  option  or  stock
appreciation  rights;  accordingly,  no tables  relating to such items have been
included within this Item.


     Compensation of Directors.
     --------------------------

     There  are  no  standard  arrangements  pursuant  to  which  the  Company's
directors are compensated for any services provided as a director. No additional
amounts are payable to the Company's  directors for committee  participation  or
special assignments.

     Employment Contracts and Termination of Employment
     and Change-in-Control Arrangements.
     -----------------------------------

     There are no  employment  contracts,  compensatory  plans or  arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any such person because of his resignation,  retirement or other  termination of
employment with the Company,  any change in control of the Company,  or a change
in the person's responsibilities following a change in control of the Company.


                                       39
<PAGE>
Item 11. Security Ownership of Certain Beneficial Owners and Management.
         ---------------------------------------------------------------

     Security Ownership of Certain Beneficial Owners.
     ------------------------------------------------

     The following  table sets forth the share holdings of those persons who own
more than five percent of the Company's common stock as of the date hereof:

                           Number of Shares Percentage

Name                            Beneficially Owned           of Class
----------------                ------------------           --------
Leonard W. Burningham               100,000                     13.5%
1227 East Gilmer Drive
Sale Lake City, UT 84105

James P. Doolin*                     51,250                      6.9%
4904 Royal Lake Ave.
Las Vegas, NV 89131

Michael J. Doolin*                  300,000                     40.5%
5 Pepperwood Drive
Sandy, UT 84092

Sharlene Doolin*                     63,500                      8.6%
5 Pepperwood Drive
Sandy, UT 84092

Quad D LTD Partnership*             100,000                     13.5%
5 Pepperwood Drive
Sandy, UT 84092


TOTAL                               614,750                     83.0%


* Michael and Sharlene  Doolin are husband and wife.  James Doolin is the son of
Michael and Sharlene Doolin.

** Sharlene  Doolin is deemed a beneficial  owner, as she is the general partner
of Quad D LTD Partnership

                                       40
<PAGE>
     Security Ownership of Management.
     ---------------------------------

     The  following  table  sets  forth  the  share  holdings  of the  Company's
directors and executive officers as of the date hereof:

Name                            Beneficially Owned           of Class
----------------                ------------------           --------
James P. Doolin*                     51,250                      6.9%
4904 Royal Lake Ave.
Las Vegas, NV 89131

Shane E. Thueson                          0                        0%
10972 Cindy Circle
Sandy, UT 84092

John K. Winchester                    1,250                      0.1%
762 East Gable Street
Midvale, UT 84047

TOTAL OFFICERS & DIRECTORS           51,250                      7.0%


     Changes in Control.
     -------------------

     There are no present  arrangements  or pledges of the Company's  securities
which may result in a change in control of the Company.


                                       41
<PAGE>
Item 12. Certain Relationships and Related Transactions.
         -----------------------------------------------

     Transactions with Management and Others.
     ----------------------------------------

     For a description  of  transactions  between  members of  management,  five
percent  stockholders,  "affiliates",  promoters  and  finders,  see the caption
"Sales of 'Unregistered' and 'Restricted'  Securities Over the Past Three Years"
of Item I.


Item 13. Exhibits and Reports on Form 8-K.
         ---------------------------------

     Reports on Form 8-K.
     --------------------

     None; not applicable

Item 14. Controls and Procedures
         -----------------------

     (a) Evaluation of Disclosure  Controls and Procedures.  The Company's Chief
Executive Officer and Chief Financial Officer has conducted an evaluation of the
Company's  disclosure  controls  and  procedures  as of a date (the  "Evaluation
Date")  within 90 days  before the filing of this  annual  report.  Based on his
evaluation,  the Company's Chief Executive  Officer and Chief Financial  Officer
concluded that the Company's disclosure controls and procedures are effective to
ensure that information  required to be disclosed by the Company in reports that
it files or  submits  under the  Securities  Exchange  Act of 1934 is  recorded,
processed,  summarized  and reported  within the time  periods  specified in the
applicable Securities and Exchange Commission rules and forms.

     (b)  Changes  in  Internal  Controls  and  Procedures.  Subsequent  to  the
Evaluation  Date,  there were no significant  changes in the Company's  internal
controls or in other factors that could significantly affect these controls, nor
were any corrective actions required with regard to significant deficiencies and
material weaknesses.





                                       42
<PAGE>

                              SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       HANGMAN PRODUCTIONS, INC.



Date:02/15/05                          /S/JAMES DOOLIN
                                       James Doolin
                                       President and Director



     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated:


                                       HANGMAN PRODUCTIONS, INC.



Date:02/15/05                          /S/JAMES DOOLIN
                                       James Doolin
                                       President and Director


Date:02/15/05                          /S/Shane Thueson
                                       Shane Thueson
                                       Vice President and Director


                                       43
<PAGE>

                           CERTIFICATION PURSUANT TO
                 SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James Doolin, Chief Executive Officer of Hangman  Productions,  Inc., certify
that:

1. I have reviewed this Quarterly Report on Form 10-KSB of Hangman  Productions,
Inc.;

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

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

4.  The  Registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the Registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this Quarterly Report is being prepared;

b) evaluated  the  effectiveness  of the  Registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
Annual Report (the "Evaluation Date"); and

c) presented in this Annual Report our conclusions  about the  effectiveness  of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The Registrant's other certifying officer and I have disclosed,  based on our
most recent evaluation,  to the Registrant's auditors and the audit committee of
Registrant's board of directors (or persons performing the equivalent function);

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  Registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  Registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the Registrant's internal controls; and

6. The Registrant's other certifying officer and I have indicated in this Annual
Report whether or not there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.



Dated:02/15/05                                 /S/ James Doolin
                                               ---------------------------
                                               James Doolin
                                               Chief Executive Officer


                                       44
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                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO SECTION 906
                       OF THE SARBARNES OXLEY ACT OF 2002


     In  connection  with the Annual  Report of Hangman  Productions,  Inc.,(the
"Registrant")  on Form 10-KSB for the year ending  December 31,  2004,  as filed
with the  Securities  and  Exchange  Commision  on the date  hereof(the  "Annual
Report"),  I, James Doolin, Chief Executive Officer, and Chief Financial Officer
of the  Registrant,  certify,  pursuant to 18 U.S.C.  Section  1350,  as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Annual Report fully complies with the requirments of section
    13(a) or 15(d) of the Securities Exchange Act of 1934, and

(2) The information contained in the Annual Report fairly represents, in all
    material respects, the financial condition and result of operations of
    the Registrant.


Dated:02/15/05                                 /S/  James Doolin
                                               ---------------------
                                               James Doolin
                                               Chief Executive Officer
                                               Chief Financial Officer

                                       45
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