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

                             FORM 10-KSB

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the year ended December 31, 2005

[ ]Transition report Pursuant to Section 13 or 15(d) of the Exchange
Act
                 Commission File Number: 0-51197

                           SIC CODE: 5146
                      Sockeye Seafood Group, Inc.
   ----------------------------------------------------------
         (Name of Small Business Issuer In Its Charter)

        Nevada                               98-0400208
 -------------------------------         ------------------
(State or other jurisdiction             (I.R.S. Employer
of incorporation or organization         Identification No.)

    Suite 400 - 601 W. Broadway
      Vancouver, B.C., Canada                  V5Z 4C2
---------------------------------------     -------------
(Address of principal executive offices)      (Zip Code)

                         (604) 675-6872
                   --------------------------
                  (Issuer's Telephone Number)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common
Stock, par value $0.001

Check whether the issuer is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act.  [ ]

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

Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained herein, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.  [X]

Indicate by check mark whether the registrant is a shell company as
defined in Rule 12b2 of the Exchange Act.  Yes [ ]  No [X]

Issuer's gross revenues for the year ended December 31, 2005 were $17,228.

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The aggregate market value of the Issuer's voting common stock held by
non-affiliates at December 31, 2005, computed by reference to the price at
which the common stock was sold was $50,000. Issuer has no non-voting
common stock.

At December 31, 2005 and the date of the filing of this annual report,
there were 2,000,000 shares of the Issuer's common stock issued and
outstanding, held by a total of 31 shareholders of record.

Some exhibits required to be filed hereunder, are incorporated herein
by reference to Issuer's original Form 10-SB Registration Statement,
filed on March 11, 2005 under CIK No. 0001301557, and which can be found
n its entirety on the SEC website at www.sec.gov:

Transitional Small Business Disclosure Format:  Yes     No X

                       Forward Looking Statements
                       --------------------------
In addition to historical information, this Annual Report on Form 10K-SB
contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 relating to the our future
operations and prospects, including statements that are based on
current projections and expectations about the markets in which we operate,
and our Management's beliefs concerning future performance and capital
requirements based upon current available information.  Such statements
are based on Management's beliefs, as well as assumptions made by and
information currently available to Management.  When used in this
document, words like "may", "might", "will", "expect", "anticipate",
"believe", and similar expressions are intended to identify forward
looking statements. Actual results could differ materially from
Management's current expectations.  For example, there can be no
 assurance that additional capital will not be required or that
additional such amounts as we may need for continued business
operations.

                          Available Information
                          ---------------------
Our Annual Reports on Form 10-KSB, Quarterly Reports on Form 10-QSB,
Current Reports on Form 8-K and all amendments to those reports that we
file with the Securities and Exchange Commission, or SEC, are available
at the SEC's public reference room at 100 F Street, N.E., Washington,
D.C. 20549. The public may obtain information on the operation of the
public reference room by calling the SEC at 1-800-SEC-0330. The SEC
also maintains a website at www.sec.gov that contains reports, proxy
and information statements and other information regarding issuers
that file electronically with the SEC.





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                                 PART I
                                 ======
Item 1. Description of Business
-------------------------------
General Information
-------------------
Sockeye Seafood Group Inc. was incorporated in the State of Nevada on
May 21, 2003. We formed our company to engage in the business of
procuring seafood products directly from Pacific Northwest First
Nations organizations, consisting of West Coast Canadian First Nations
Bands and Native American Tribes, and marketing them to North American
and International wholesalers, distributors, and retailers.

We are in the development stage; have commenced limited business
operations; have generated total gross revenues of $64,612 since
inception. Because we do not have significant cash in the bank or
other material assets, nor do we have an established source of
revenues sufficient to cover our operating costs, our auditors have
expressed substantial doubt as to our ability to continue as a going
concern. Our officers and directors, however, have committed to
advancing our operating costs on an interest-free basis until we
begin to generate revenues to cover them to insure that we have
enough operating capital over the next twelve months to
establish our business.

Our fiscal year end is December 31. We have never been party to any
bankruptcy, receivership or similar proceeding, nor have we undergone
any material reclassification, merger, consolidation, or purchase or
sale of a significant amount of assets not in the ordinary course of
business.

Products & Services
-------------------
Our target industry is frozen salmon and groundfish trading, fresh
shellfish, such as Manila clams and Dungeness crab, and miscellaneous
seafood, such as secondary byproducts and other lower level processing
spin-offs (ie. Salmon roe, carcasses, etc.). Groundfish is a broad term
used to categorize demersal or benthic fish - fish that dwell at or
near the bottom the ocean. Some of the species typically referred to as
groundfish include rockfish, perch, thornyhead, skate, flatfish (flounder,
sole), mackerel and roundfish (greenlings, ling cod, Pacific cod,
sablefish, sculpins, walleye, pollock, Pacific hake).

Our salmon products are represented by five different species:

   King Or Chinook Salmon
   ----------------------
-  Largest and least abundant of all 5 species
-  4 to 7 year life cycle
-  Average weight: approximately 20 lbs
-  Prized for red flesh, rich flavor, high oil content and firm
   texture
-  Most often served in upscale, white tablecloth restaurants

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   Sockeye Or Red Salmon
   ---------------------
-  Known for its deep red flesh, Sockeye retains its color, firm
   texture and distinctive flavor when cooked or processed
-  4 to 6 year life cycle
-  Average weight: approximately 6 lbs.
-  Has long been the salmon of choice of the quality conscious
   Japanese market.

   Coho Or Silver Salmon
   ---------------------
-  Second largest of 5 species
-  3 to 4 year life cycle
-  Average weight: approximately 12 lbs.
-  One of the most commonly used species in foodservice
-  Known for their orange-red flesh, superior texture and excellent
   eye appeal

   Chum Salmon
   -----------
-  Most widely available
-  3 to 5 year life cycle
-  Average weight: approximately 8 lbs.
-  Known for their firm pink flesh and moderate fat content, which
   results in their delicate flavor

   Pink Salmon
   -----------
-  Smallest and most abundant of 5 species
-  2 year life cycle
-  Average weight: 2 to 3 lbs.
-  Known for their bright, rose-colored flesh and delicate flavor.
   Their abundant supply makes them an attractive value.

We intend to provide services to both the buyer and seller to
facilitate the process including assisting on site, ensuring the
seller has an accredited Canadian Department of Fisheries Buying
Station or Plant License, prearranging sale of catch, arranging
escrow services, if required, coordinating equipment and ice for
packing and delivery, as well as planning and arranging for truck
delivery, when required.

We believe that for salmon products, we can charge a rate of 5-7%
per transaction, which based on an average of $.35-$.40 per pound,
and an average sales volume of 1,000,000 lbs., would yield an
average commission of $22,200 per 1,000,000 lb. transaction. On
Sockeye Salmon which markets at between $4.00-$6.00 per pound, in
quantities around 300,000 pounds, we would yield an average
commission of $90,000 per transaction. We believe that we can accept
a lower commission for our services to give us a competitive edge,
allow us to become established in the industry and showcase our
competitive strength, which we feel is our Management team's
connections throughout the industry.

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Principal Suppliers
-------------------
Initially, we intend to use the following principal suppliers, with
whom our officers and directors have established connections from past
business relationships in the industry:

Wiola's Seafood Trading Ltd., Delta, BC

Pioneer Fish Company, Richmond, BC

Northwest Seafood Exchange, Seattle, WA

Kach-Teen Seafood, Ltd., Lummi, WA

Rid of the Red, Burnaby, BC

All of the above companies are unrelated third parties and no
definitive agreements or contracts have yet been entered into with any
party, verbal or otherwise. Once the winter season is over and the
fishing vessels are again working on a regular basis, we intend to
make contact with the above principal suppliers and begin negotiations
to determine where we will be able to acquire the best prices,
products and delivery schedules.

Methods of Distribution
-----------------------
Initially, we will endeavor to sell our services directly to buyers.
We will solicit these individuals and corporations via existing
connections of our Management, as well as through direct mail, email
and fax broadcasts. Interested parties will be directed to view our
website or to call our office for updates regarding returning
vessels and their catch information.

As opportunities arise, we will also explore expanding our marketing
efforts to other channels such as trade shows and trade magazines,
both nationally and internationally. We intend to begin on the West
Coasts of both Canada and the U.S., particularly in the Pacific
Northwest, and as cash flow increases, we will explore expanding the
network further south and eastward, with the hope of eventually
expanding internationally, as funds allow.

Seafood reaches consumers in most countries through a multi-level
system, which may involve at least three or four transactions before a
product is purchased by a consumer in a supermarket or fish market or
eaten in a restaurant. In most countries, the channels of distribution
incorporate locally caught and processed seafoods, with items imported
from around the world. For example, in the U.S. and Japan, the two
largest markets for seafood, almost two-thirds of the seafood consumed
is imported.

In some cases, the lines between the roles of companies in the seafood
distribution channel get blurred, particularly when one company

                                5
<PAGE>

performs two functions, such as an importer that also manufactures
seafood into consumer products or a distributor that also imports
seafood directly.

In addition, seafood is processed into a wide variety of product forms
(head on, head off, steaks, fillets, portions, smoked). Seafood can
also be packaged either minimally or extensively and sold live, fresh,
frozen or canned. Products may move directly from fish plant to end-
user or through a myriad of sales and distribution channels where
value may be added through additional processing.

We intend to broker seafood products directly from the fishing
vessels to the myriad of buyers that exist in the marketplace
including:

Exporters - Seafood exporters purchase a product and sell it to a
buyer, known as an importer, in another country. The seafood an
exporter buys can be purchased from a seafood processor or a trading
company that has purchased the product from a processor. Many large
seafood processors do their own exporting and sell their seafood
directly to buyers in other countries.

Exporters are usually paid for their products by a Letter of Credit
(LC) or by a direct bank wire transfer (TT). Depending on the terms of
the sale, an exporter may be paid either when the product is shipped
or when it is received by the importer.

Importers - Seafood importers purchase products from foreign suppliers
that export seafood. Importers normally purchase products outright and
pay for them either on shipment or on receipt of the products in their
own countries. In many cases, though, payment will be subject to
clearance by local health authorities, such as the FDA in the U.S.

Most well-established importers have long-standing relationships with
their foreign suppliers and may or may not be looking for additional
sources of supply. Often, an importer will look for additional
suppliers only if his current supplier is unable to fill his needs, or
if he can get a lower price from a new supplier.

Seafood Processors - Primary seafood processors (which include fish
processing plants) buy fish and shellfish from fishermen and
aquaculture producers. How much processing a processor does can vary
greatly, depending on the product and the market. In the case of fresh
salmon and halibut, for example, a large volume of fish is simply
headed, gutted, washed and put into a box before it is sold to a
buyer. In the case of other products, such as crab or canned salmon,
the processing is more extensive.

Secondary seafood processors buy products from seafood processors and
do additional processing into more convenient product forms. A
secondary processor in Seattle, for example, may buy salmon from a
fish plant in Vancouver and have it processed into skinless, boneless
salmon portions. Many primary seafood processors also perform

                                    6
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secondary processing functions. In this case, primary processors
reprocess their own product, as well as raw material they buy from
other primary processors. Primary processors will also buy raw
material from traders, since processors will not always sell directly
to competing processors.

Brokers - Brokers act as the sales agents for the actual owners of the
product (foreign or domestic processors in many cases, or importers)
and receive a commission on any sales they transact. Brokers, who do
not normally take title to goods, often work a specific region of a
country where they have developed relationships with buyers. Brokers
normally sell to wholesale distributors or to higher-volume end users
such as restaurant chains or supermarket chains.

Traders - Traders purchase seafood and sell to other traders,
exporters, importers, distributors, foodservice operators or retail
supermarket chains. Traders usually specialize in a few specific
seafood commodities and minimize market risk by doing "back-to-back"
deals where they do not buy products until they have identified a
customer. While brokers earn commissions from sales, traders earn a
profit on the margin between their purchase price and their sales
price. Volume is important for traders because of the small margins
realized on each sale.

Distributors - Distributors purchase products from processors,
traders, importers or wholesalers and provide physical delivery of
products to foodservice operations (restaurants, hotels, schools,
hospitals) or retail markets (supermarkets, fish markets). In general,
distributors do not spend a great deal of time "selling" new items and
species or developing new markets. Two types of distributors handle
seafood: broadline distributors and specialty seafood distributors.

Broadline Distributors - Broadline distributors, who usually
specialize in either the foodservice or supermarket markets,
sell a very large range of food and non-food items. Foodservice
broadliners sell thousands of food, table, and kitchen items to
restaurants, hotels, and food operations at hospitals, schools,
cruise lines, and other outlets where food is prepared and sold
or served. Retail broadliners, on the other hand, will supply
supermarkets with a comprehensive, although less extensive
variety of items. In a number of cases, retail broadliners are a
cooperative owned by a regional group of independent
supermarkets.

While seafood is but one of many food items offered by
broadline distributors, it is an important commodity.
Generally, broadline distributors do not purchase seafood
directly from foreign suppliers but deal with importers,
processors, and brokers. Most of the seafood carried by
broadline distributors is frozen. However, a growing number of
broadline distributors carry some fresh seafood items that are
available on a regular basis.

                               7
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Specialty Seafood Distributors - Specialty seafood distributors,
as the name indicates, specialize in seafood or seafood-related
products, with an emphasis on fresh products. Specialty seafood
distributors sell to both foodservice and retail accounts. Most
major U.S. cities have one or two specialty seafood distributors
that dominate the market and a number of smaller seafood
distributors. Seafood distributors normally make deliveries
directly to individual restaurants or retail stores as often as
five days a week. In the case of larger supermarket chains,
though, a seafood distributor may deliver to a central warehouse
and the chain will make deliveries to its individual units.
Specialty seafood distributors purchase seafood from importers,
processors, brokers, traders and other distributors.

Foodservice Buyers- The foodservice industry includes restaurants and
institutions (including hospitals, schools, factories and large
offices). The restaurant segment of food service includes large
seafood chains, such as Red Lobster, Long John Silver's and Captain-
D's; family restaurants such as Chili's, Perkins and Denny's; and
casual dining and independent restaurants. While most foodservice
operations buy from distributors, the purchase decision is often made
after a sales presentation of a new product by an importer, processor
or broker. Each foodservice operation has individual requirements as
to price, product form, packaging, frequency of delivery and other
factors.

Retail Buyers - The retail market segment for seafood consists
primarily of large regional supermarket chains. However, in recent
years mergers have created some powerful chains with national reach.
In most cases, seafood purchasing decisions, particularly for fresh
products, are made at the national or regional division level. Rarely
are purchasing decisions made at the level of the individual
supermarket.

Large volumes of fresh and frozen seafood are also sold through
warehouse/club stores such as Costco and Sam's Club. Most seafood
purchasing decisions for club stores are also made at the national and
regional levels. For some fresh seafood items-like farmed salmon-that
are readily available, club stores will sign a contract for guaranteed
pricing for a 3-or 6-month period. Depending on the product, club
stores will buy direct from processors, importers, or seafood
distributors. As a general rule, club stores buy fresh seafood from
seafood distributors and frozen seafood directly from processors and
importers.

Independent fish markets are still important retail outlets on the
East Coast of the United States, but less so in the West. A retail
fish market will generally move considerably more seafood than a
seafood counter at an individual supermarket.

In summary, we intend to act as exporter, broker or trader,
delivering product to importers, processors, distributors and
retailers. To reach these target groups, we intend to use direct

                                    8
<PAGE>

sales by means of telephone, fax and email conducted by our
Management team until such time as we generate revenues and can
afford to hire sales staff.

We believe that one market in particular, Chum Salmon, will be very
lucrative. Normally Chum Salmon is considered lower-grade because of
its sheer volume of catch. Over the years, the omission of Chum
Salmon from the dinner menus of major restaurants has led buyers to
believe that it cannot provide the same quality experience for the
pallet as other species of Salmon. However, in our Management's
experience, Chum Salmon is abundant, inexpensive and definitely
comparable, if selected properly. We believe that quality can be
ensured by using a select group of Pacific Nations members who are

proficient in catching quality Chum Salmon and by doing so, we
believe that the cost savings in converting our primary brokerage
sales to Chum Salmon will be an attractive proposition for any of
our target markets.

We intend to advertise in web-based and print-based trade magazines
and journals, such as Food Service, FoodNet, Foodservice.com, Nation's
Restaurant News (NRN), On the Rail, Restaurant Business, Restaurant
Digest, Restaurant Finance Monitor, Restaurant Forum, Restaurant
Report, Restaurants & Institutions Magazine, Restaurants and
Institutions Marketplace, SLAMMED Magazine, among others.

Website
-------
We have developed and are currently managing our website at
http://www.sockeyeseafood.com to inform the public regarding our
services, proposed products, quality, quantity and pricing and to
provide up-to-the-minute harvest information directly from returning
fishing boats. Once we have developed a database of buyers, we intend
to prepare an email address list and disseminate current information
directly to those buyers via email and fax broadcast. During the off-
season for salmon fishing, we intend to produce a newsletter to keep
in contact with buyers regarding developments in the fishing industry.

The website is hosted by Hostway Corporation , an unrelated third
party, at a charge to us of $13.95/month. The services are based on
a verbal agreement which is prepaid for a period of 2 years, which
expires on May 5, 2005, and is renewable on a year-to-year basis
thereafter. We are responsible for making any changes to the website,
as well as posting of all content and updates, which is done on a
daily basis during the busy fishing season and on a bi-monthly basis
during the off-season by our Management.  No web functions are
 currently being contracted to any third parties at this time, other
than the web hosting disclosed above.


                               9
<PAGE>




Competition
-----------
Competition for the products we broker and the services we offer
comes from several reputable companies throughout Canada and the
U.S. These companies range from large multi-nationals who manage
hundreds of accounts to small "one-man operations" who service
only a few clients. In general companies that operate in this
industry cooperate primarily with commercial fisheries and do
not have the contacts within the First Nations communities to gain
access to, or simply are not aware of the First Nations openings
that account for 3-5% of the total harvests of salmon, halibut, and
shellfish from the coastal waters of British Columbia.

We believe our top competitors in British Columbia are:

Calkins And Burke Ltd.
#800-1500 West Georgia St.
Vancouver BC
Canada V6G 2Z6

Majestic Seafood Products (1997) Inc.
100-1200 Valmont Way
Richmond BC
Canada V6V 1Y4

Ocean Fisheries
13140 Rice Mill Road
Richmond BC
Canada V8W 1A1

Lions Gate Fisheries Ltd.
4179 River Road
Delta BC
Canada V4K 1R9

Pacific Seafoods International Ltd.
10210 Bowerbank Road
Sidney BC
Canada V8L 3X4

Pinnacle Seafoods Ltd.
2199 Commissioner St.
Vancouver BC
Canada V5L 1A4

Andersen Food International Ltd.
10972 Shelley Pl.
Delta BC
Canada V4E 1G5

Some of these companies have a longer operating history, significant
capital and established long-term contacts in the fishing industry,
as well as with various buyers. We believe that we can successfully

                                    10
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compete in the industry because there are few companies who buy
regularly from the First Nations groups, where a large amount of
fishing permits are now being allocated. We believe that as a result
of our contacts, as well as the fact that we intend to focus our
efforts primarily on these sources, we believe that we can "brand"
our company as a both a reliable source of market harvests, a source
of consistent high-quality and a less-expensive product offering for
buyers.

We believe the primary factors for our success will be to forge good
relationships with the First Nations communities that provide the
seafood harvests, controlling the quality of product delivered to
market and educating and fostering a strong buying network.

Government Regulation, Licensing and Taxation
---------------------------------------------
We have obtained our Nevada Business License and are in the process
of filing our extra provincial registration papers so that we are
properly registered to operate and conduct business in the Province
of British Columbia, Canada. We are also in the process of filing our
Customs Business Number, which is required for importing products into
Canada. We are currently in the application process for a sales tax
number for the collection and payment of both provincial and federal
sales taxes in Canada and the U.S. We will be applying for our Fish
Broker License issued under the British Columbia Fish Inspection Act
from the British Columbia Ministry of Agriculture, Food and Fisheries
immediately after our extra provincial registration is complete.  We
will also be registering in the state of Washington in March, 2005,
and applying for a fish buyer's license there. Once we have secured
our licensing in the State of Washington, we intend to apply for a
Buying & Export Licenses for Geoduck and Sea Cucumber harvests in
Lummi, Washington, which is issued under the Revised Code of
Washington (RCW) from the Washington Department of Fish and Wildlife.

Internet Service Regulation- There are currently no definitive laws
relating to e-commerce business or online sales of products. It is
possible that claims could be made against online e-commerce companies
in the future under both US and foreign laws for defamation, libel,
invasion of privacy, negligence, copyright or trademark infringement,
among others, which could impact the sale of products via the Internet
and, specifically, impact our ability to sell products online.
Internet Security continues to remain a concern to companies which
conduct business via the web; however, with money now exchanging hands
in Internet transactions, it is an even greater concern. The potential
for viruses which can virtually destroy a system is a distinct
possibility and hackers now have the potential technology to wreak
havoc on any business operation. Unsecured transactions on the
Internet are subject to inspection by just about anyone who knows how
to access the information regarding them. As credit card or checking
account numbers are being exchanged, the window of opportunity for
theft is wide open. We will attempt to obtain the highest security
measures for our website.

                                     11

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Our Management does not believe there are any other existing or
probable government regulations could impact our business.  However,
we could be indirectly affected if our independent suppliers/fishing
vessels fail to operate in compliance with applicable laws and
regulations.  We do not control any potential suppliers or their labor
practices.  The violation of labor or other laws by an independent
supplier, or the divergence of such a supplier's labor practices from
those generally accepted as ethical in Canada and the United States,
could result in adverse publicity for us, which could potentially
damage our reputation and impact our proposed business and/or
revenues.

Patents and Trademarks
----------------------
We currently have no patents or trademarks, nor do we intend to
file for any patent or trademark protection in the future. Our
business is based on the import and sale of products obtained from
others and, as such, no patent or trademark protection is required for
the conduct of our business operations. Since we have no patent or
trademark rights, unauthorized persons may attempt to copy aspects of
our business, including our web site designs, product information and
sources, brokerage and sales techniques, or to obtain and use
information that we regard as proprietary, such as the technology used
to operate our web site and web content. Any encroachment upon our
proprietary information, including the unauthorized use of our name,
the use of a similar name by a competing company or a lawsuit
initiated against us for infringement upon another company's
proprietary information or improper use of their trademark, may affect
our ability to create brand name recognition, cause customer confusion
and/or have a detrimental effect on our business. Litigation or
proceedings may be necessary in the future to enforce our
intellectual property rights, to protect our trade secrets and domain
name and/or to determine the validity and scope of the proprietary
rights of others. Any such litigation or adverse proceeding could
result in substantial costs and diversion of resources and could
seriously harm our business operations and/or results of operations.

Employees
---------
We do not have any employees at this time, other than Sheldon Goldberg
and Dave Knapfel, our two officers and directors, who devote their
time as needed to our business.  We believe that our operations are
currently on a small scale that is manageable by these individuals,
but intend to add sales staff as our operations grow and additional
staff is warranted.

Item 2. Description of Property
-------------------------------
We do not currently own any property. We maintain a virtual office at
Suite #400 - 601 West Broadway, Vancouver, BC V5Z 4C2, for which we pay
approximately $125 per month on a verbal month to month basis with no
cancellation policy.  Services include personalized answering service

                                   12

<PAGE>

and voicemail for an unlimited number of calls, fax receiving, business
address and mail receiving, as well as availability of office space,
boardroom space, and secretarial services on an a la carte basis. We
rent our virtual office from Office Suites on Broadway, an unrelated
third party, located at the same address. We believe that our current
office arrangements are suitable given the nature of our current
operations and also believe that we will not need to lease additional
administrative offices for at least the next 12 months.

Item 3. Legal Proceedings
-------------------------
We currently have no pending or threatened legal proceedings against us.

Item 4. Submission of Matters to a Vote of Security Holders
-----------------------------------------------------------
There were no matters submitted for a vote to the security holders
during  the year ended December 31, 2005.

                              PART II
                              =======

Item 5. Market for Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities.
------------------------------------------------------------------
Our common stock  is  currently listed for quotation in the
Pink Sheets under the symbol SEYS; however, an active trading has not
yet commenced. We have no plans, proposals, arrangements or
understandings with any person with regard to the development of a
trading market in any of our securities.

As of December 31, 2005 there were approximately 31 holders of record
of our Common Stock and 2,000,000 shares of Common Stock issued and
outstanding.

A total of 1,000,000 of the issued and outstanding shares are held by
our officers and directors, all of which are "restricted securities",
as that term is defined in Rule 144 of the Rules and Regulations of
the Securities and Exchange Commission, promulgated under the Act.
Under Rule 144, such shares can only be publicly sold, subject to
volume restrictions and certain restrictions on the manner of sale,
commencing one year after their acquisition.

We have not paid any cash dividends since inception to the holders of
our Common Stock.  We currently intend to retain any earnings for
internal cash flow use.

At December 31, 2005, there were no equity compensation plans approved or
outstanding and no stock options granted or outstanding.

Our stock transfer agent is Holladay Stock Transfer, Inc., 2939 N. 67th
Place, Scottsdale, Arizona 85251, telephone (480) 481-3940.


                                    13

<PAGE>

Item 6. Management's Discussion and Analysis of Financial Condition and
Results of Operations
-----------------------------------------------------------------------
The following is management's discussion and analysis of certain significant
factors which have affected our financial position and operating results
during the periods included in the accompanying audited financial statements
and should be read in conjunction with the audited financial statements.

Plan of Operation
-----------------
During the next 12 months we intend to expand our distribution efforts
to the Chinese and Japanese markets. We will primarily intend to offer
Hake and  Geoduck Clams in the Chinese markets after obtaining solid
and reliable sellers. We intend to include Sockeye Salmon, Albacore
Tuna, Black Cod and Salmon Roe in the Japanese markets. We intend to
start actively pursuing this venture after obtaining solid commitments
from fisherman from third party companies.

During the next 12 months, we also intend to attempt to secure
relationships with fishing vessels to establish the ability to deliver
products direct to restaurants and hotels. We are currently compiling
a potential list of hotel and restaurant buyers' and contacts.

We have identified the most widely read publications in our industry and
intend to advertise in 2-3 magazines as funds allow during the next
year.

We intend to broadcast real-time information about our current offerings
via our website for ease of access to our customers, as well as establish
an on-line ordering process.

During the next 12 months as funds allow, we will also attend industry
trade shows and expos to market our offerings in an effort to gain new
clients.

Finally, during the next 12 months, we intend to design and develop an
"Off Season" Contact Newsletter. We plan to compile a list of contacts
and design and develop a newsletter to send via email on a monthly basis
during the "off season" to maintain regular contact with our suppliers
and buyers.

Results of Operations
---------------------
Gross revenues for the year ended December 31, 2005 were $17,228, less cost
of goods sold of $15,605, resulting in total revenues of $1,623, as
compared to gross revenues of $47,384, less cost of goods sold of $41,644,
resulting in total revenues of $5,740 for the year ended December 31, 2004.
The reduction in revenues for the year ended December 31, 2005 was due to
a complete shutdown of the season's salmon fishing industry resulting from
lower than expected stocks of salmon and lower margins due to the increased
price of existing supply.



                                    14

<PAGE>


For the year ended December 31, 2005, we incurred a net operating loss of
$5,676, as compared to a net loss of $4,513 for the year ended December 31,
2004. We have incurred total net operating losses of $11,917 for the period
from inception to the year ended December 31, 2005.

Total operating costs for the year ended December 31, 2005 were $7,299,
consisting of $799 in administrative expense and $6,500 in professional
fees, as compared to total operating costs of $10,253, consisting of $2,408
in administrative expense and $7,845 in professional fees. Professional
fees incurred during both years were a result of the preparation and filing
of our registration and compliance documents with the SEC. Administrative
expenses were mainly attributed to miscellaneous office expenses, filing
fees, rent and entertainment expenses.

Selected Financial Information
------------------------------
<TABLE><CAPTION>

  Balance Sheet Data               December 31, 2005     December 31, 2004
  ------------------               -----------------     -----------------
 <S>                                       <c>                   <c>
  Current Assets                     $  10,157                  8,869
  Current Liabilities                    3,989                    256
  Stockholders' Equity                 (33,083)               (38,759)

</TABLE>

Liquidity and Capital Resources
-------------------------------
We expect our current cash in the bank of $10,157 at December 31, 2005 and
as of the date of the filing of this annual report, plus our current
accounts receivable of $26,915, as well as revenues we expect to generate,
to satisfy our cash requirements for business operations for at least the
next 12 months without having to raise additional funds or seek bank loans.

We do not intend to purchase any significant property or equipment, nor
incur any significant changes in employees during the next 12 months.

There was no cash provided by financing or investing activities for the year
ended December 31, 2005.

Net cash provided by operating activities for the year ended December 31,
2005 was ($2,612).

Our auditors have expressed the opinion that in our current state,
there is substantial doubt about our ability to continue as a going
concern.

We anticipate no material commitments for capital expenditures in the
near term.  Management is not aware of any trend in its industry or
capital resources, which may have an impact on its income, revenue or
income from operations.
                                    15

<PAGE>

Recently Issued Accounting Standards
------------------------------------
In November 2004, the Financial Accounting Standards Board (FASB)
issued SFAS 151, Inventory Costs  an amendment of ARB No. 43,
Chapter 4.  This Statement amends the guidance in ARB No. 43,
Chapter 4, "Inventory Pricing", to clarify the accounting for
abnormal amounts of idle facility expense, freight, handling costs,
and wasted material (spoilage).  Paragraph 5 of ARB 43, Chapter 4,
previously stated that "...under some circumstances, items such as
idle facility expense, excessive spoilage, double freight, and
rehandling costs may be so abnormal as to require treatment as
current period charges". This Statement requires that those
items be recognized as current-period charges regardless of whether
they meet the criterion of "so abnormal."  In addition, this
Statement requires that allocation of fixed production overheads
to the costs of conversion be based on the normal capacity of the
production facilities.  This Statement is effective for inventory
costs incurred during fiscal years beginning after June 15, 2005.
Management does not believe the adoption of this Statement will
have any immediate material impact on its business operations.

On December 16, 2004, the Financial Accounting Standards Board
(FASB) published Statement of Financial Accounting Standards No.
123 (Revised 2004), Shared-Based Payment (?SFAS 123R).  SFAS 123R
requires that compensation cost related to share-based payment
transactions be recognized in the financial statements.  Share-based
payment transactions within the scope of SFAS 123R include stock
options, restricted stock plans, performance-based awards, stock
appreciation rights, and employee share purchase plans.  The
provisions of SFAS 123R are effective as of the first interim
period that begins after June 15, 2005.  Accordingly, the Company
will implement the revised standard in the third quarter of fiscal
year 2005.  Currently, the Company accounts for its share-based
payment transactions under the provisions of APB 25, which does
not necessarily require the recognition of compensation cost in the
financial statements.  Management does not anticipate that the
implementation of this standard will have a material impact on
its financial position, results of operations or cash flows.

On December 16, 2004, FASB issued Statement of Financial
Accounting Standards No. 153, Exchanges of Non-monetary Assets,
an amendment of APB Opinion No. 29, Accounting for Non-monetary
transactions (SFAS 153).  This statement amends APB Opinion 29 to
eliminate the exception for non-monetary exchanges of similar
productive assets and replaces it with a general exception of
exchanges of non-monetary assets that do not have commercial
substance.  Under SFAS 153, if a non-monetary exchange of similar
productive assets meets a commercial-substance criterion and fair
value is determinable, the transaction must be accounted for
at fair value resulting in recognition of any gain or loss.

                             16
<PAGE>




SFAS 153 is effective for non-monetary transactions in fiscal
periods that begin after June 15, 2005.  Management does not
anticipate that the implementation of this standard will have
a material impact on its financial position, results of
operations or cash flows.

In May 2005, the FASB issued SFAS 154, Accounting Changes and
Error Corrections. This statement, which replaces APB Opinion
No. 20, Accounting Changes, and FASB Statement No. 3, Reporting
Accounting Changes in Interim Financial Statements, requires that
a voluntary change in accounting principle be applied
retrospectively to all prior period financial statements presented,
unless it is impracticable to do so. SFAS 154 also provides that
a change in method of depreciating or amortizing a long-lived
non-financial asset be accounted for as a change in estimate
effected by a change in accounting principle, and also provides
that correction of errors in previously issued financial statements
should be termed a "restatement." We anticipate that the adoption
of SFAS 154 will not have a material impact on our financial
statements.

We have reviewed all other recently issued, but not yet effective,
accounting pronouncements and do not believe any such
pronouncements will have a material impact on our financial
statements.

Risk Factors
------------
An investment in and ownership of our common stock is one of high risk.
You should carefully consider each of the following risk factors and
all of the other information provided before purchasing our common
stock. The risks described below are those we currently believe may

materially affect us. An investment in our common stock involves a
high degree of risk, and should be considered only by persons who can
afford the loss of their entire investment.

1. We may be unable to continue as a going concern if we fail to
generate sufficient revenues.

We are a development stage entity and have only generated revenues
of $47,384 since inception. After deducting our cost of goods and
operating expenses, we incurred a net loss to date of $6,241.  We
will not be profitable until we establish a customer base and begin to
derive revenues. We expect to continue to lose money unless we are
able to generate sufficient revenues and cash flows. Our auditors have
expressed the opinion that, since we do not have significant cash or
other material assets, nor an established source of revenues
sufficient to cover our operating costs, there is substantial doubt
about our ability to continue as a going concern. Our officers and
directors have committed to advancing operating costs to us on an
interest free basis to insure that we have enough operating capital
for the next twelve months; however, there are no assurances that we
will be able to generate any business or revenues.

                               17
<PAGE>

2. If we are unable to generate sufficient revenues and cash flows to
meet our costs of operations, we may be forced to cease our business.

From inception to December 31, 2005, we have realized gross revenues
of $64,612; however, after deducting our cost of goods sold and total
operating expenses, we incurred a total net operating loss of $11,917.
We have cash on hand as of December 31, 2005 in the amount of $10,157
and accounts receivable in the amount of $26,915. Our continued
operations are dependent upon our ability to generate revenues from
operations and/or obtain further financing, if and when needed, through
borrowing from banks or other lenders or equity funding. There is no
assurance that sufficient revenues can be generated or that
additional financing will be available, if and when required, or on
terms favorable to us. If we are unable to generate sufficient revenues
and/or obtain financing if and when needed, our current business plans
could fail and we may be forced to close our business.

3. Changes in consumer preferences could reduce demand for our
products.

Any change in consumer preferences for fish and/or seafood products
could have a material adverse effect on our business operations and
resulting proposed revenues. Failure to anticipate and respond to
changes in consumer preferences and demands could lead to, among other
things, lower sales results and revenues.

4. We are dependent on independent fishing contractors for the
production of the seafood products we intend to broker and market.

We rely completely upon independent third parties for the seafood
products we intend to broker to third parties. The inability of a
supplier or fishing contractor to deliver products we have brokered in
a timely manner or to meet our quality standards could cause us to
miss the delivery requirements of our customers for those items.  This
could result in cancellation of orders, refusal to accept deliveries
or a reduction in purchase prices, any of which will decrease our
revenues.  Although we plan to enter into purchase order commitments
with specific time frames for delivery, method of payment, design and
quality specifications and other standard industry provisions, we do
not have any long-term contracts with any of our proposed
suppliers/independent fishing contractors. In addition, we compete
with other companies for the production capacity of independent
suppliers.  As we are a development stage, startup company, all of
these competing companies have substantially greater brand
recognition, established reputations and financial and other resources
than we do, thereby giving them an advantage in the competition for
production capacities.  Fluctuations in the availability and cost of
products could reduce our future proposed profitability.




                                18
<PAGE>




5. Our operating results are vulnerable to fluctuations in the cost
and availability of the products we may acquire.

We expect that alternate qualified suppliers will be available in the
event there are production, delivery or other problems with our
primary suppliers/fishing contractors. However, as we use a foreign
currency to purchase our products, fluctuations in exchange rates
could adversely affect the competitiveness of the products that we
import. We have no plans to hedge our operations against exchange
rate fluctuations and this could make some or all of our products less
desirable in the event of unfavorable exchange rate fluctuations.
This, in turn, could reduce our any future profitability.

6. We may become dependent upon a limited number of customers and our
revenues may be negatively affected by the loss of any number of such
customers.

At times, we may derive a significant portion of our revenue from a
limited number of customers. Our revenues could be negatively
affected if we were to lose any major clients or if we were to fail to
collect a large account receivable.  In addition, many of our customer
relationships will be on a per purchase order basis.  As a result, we
cannot be guaranteed that any customer will continue to use our
brokerage services to purchase their products beyond each individual
order.  Accordingly, the loss of any large customer relationship could
adversely impact our business, financial condition and results of
operations.

7. Our Management is involved with other business activities, which
could reduce the time they allocate to our operations.

Our operations depend substantially on the skills and business
experience of Sheldon Goldberg and David Knapfel, our officers and
directors, who each currently devote part time to our business
operations. David Knapfel devotes approximately 5 hours per week and
Sheldon Goldberg devotes approximately 20 hours per week. During the
busy fishing season, both officers and directors will be devoting
additional time, as needed, to our business. Without employment
contracts, we may lose any of our officers and directors to other
pursuits without a sufficient warning and, consequently, be forced to
either hire adequate replacements or go out of business. Our officers
and directors may, in the future, become involved in other business
opportunities.  If a specific business opportunity becomes available,
one or more of these individuals may face a conflict in selecting
between devoting time to our business and his other business
interests.  We have not formulated a policy for the resolution of such
conflicts.



                                   19

<PAGE>




8. Our current shareholders control our company and have voting
control; as a result, you may have no influence over future matters
considered by our stockholders and/or Board of Directors.

Our current officers, directors and their affiliates currently own 50%
of our issued and outstanding common stock. As a result, the existing
stockholders are in a position to elect all of our directors, appoint
our officers and control our affairs and operations. Our Articles of
Incorporation do not provide for cumulative voting.

9.  Fluctuations in the trading price of our common stock could
prevent investors from selling their holdings.

The trading price of our common stock could be subject to wide
fluctuations in response to variations in quarterly results of
operations, the gain or loss of significant customers, changes in
earning estimates by analysts, announcements of innovative new seafood
products or methods by us or our competitors, general economic
conditions and other events or factors, many of which are beyond our
control.  In addition, the stock market has recently experienced
extreme price and volume fluctuations which have affected the market
price for many companies in industries similar or related to ours,
which have been unrelated to the operating performance of these
companies.  These market fluctuations in the trading price of our
common stock could make it difficult for investors to sell their
stock or ever realize a profit in any investment they make in our
company.

10. Investors may have difficulty liquidating their investment because
our common stock is subject to penny stock regulation.

The SEC has adopted rules that regulate broker/dealer practices in
connection with transactions in penny stocks.  Penny stocks generally
are equity securities with a price of less than $5.00 (other than
securities registered on certain national securities exchanges or
quoted on the Nasdaq system, provided that current price and volume
information with respect to transactions in such securities is
provided by the exchange system).  The penny stock rules require a
broker/dealer, prior to a transaction in a penny stock not otherwise
exempt from the rules, to deliver a standardized risk disclosure
document prepared by the SEC that provides information about penny
stocks and the nature and level of risks in the penny stock market.
The broker/dealer also must provide the customer with bid and offer
quotations for the penny stock, the compensation of the broker/dealer,
and its salesperson in the transaction, and monthly account statements
showing the market value of each penny stock held in the customer's
account.  In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from such rules, the
broker/dealer must make a special written determination that a penny
stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction.  These disclosure

                                   20
<PAGE>



requirements may have the effect of reducing the level of trading
activity in any secondary market for a stock that becomes subject to
the penny stock rules, and accordingly, customers in our securities
may find it difficult to sell their securities, if at all.

11. Certain Nevada corporation law provisions could prevent a
potential takeover, which could adversely affect the market price of
our common stock.

We are incorporated in the State of Nevada.  Certain provisions of
Nevada corporation law could adversely affect the market price of our
common stock.  Because Nevada corporation law requires board approval
of a transaction involving a change in our control, it would be more
difficult for someone to acquire control of us.  Nevada corporate law
also discourages proxy contests making it more difficult for you and
other shareholders to elect directors other than the candidate or
candidates nominated by our board of directors.  Our articles of
incorporation and by-laws contain no similar provisions.

Off-Balance Sheet Arrangements
------------------------------
We have no off-balance sheet arrangements or contractual or commercial
commitments.

Item 7. Financial Statements
----------------------------
Following are our audited financial statements for the year ended
December 31, 2005.

























                                   21
<PAGE>



















                          Sockeye Seafood Group, Inc.
                         (A Development Stage Company)


                       CONSOLIDATED FINANCIAL STATEMENTS


                              DECEMBER 31, 2005

                          (Stated in U.S. Dollars)





















                                   22
<PAGE>






A C I  ARMANDO C. IBARRA
            Certified Public Accountants
            A Professional Corporation
-------------------------------------------------------------------------
Armando C. Ibarra, C.P.A.
Armando Ibarra, Jr., C.P.A., JD
  Members of the California Society of Certified Public Accountants
  Members of the American Institute of Certified Public Accountants
  Registered with the Public Company Accounting Oversight Board

To the Board of Directors of
Sockeye Seafood Group, Inc. (A Development Stage Company)

          REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying balance sheet of Sockeye Seafood Group,
Inc.(A Development Stage Company) as of December 31, 2005, and the related
statements of operations, changes in stockholders' equity, and cash flows
for the year then ended, and for the period of May 21, 2003 (inception) to
December 31, 2005.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
statements based on our audit.  The December 31, 2004 financial statements
of Sockeye Seafood Group, Inc. were audited by other auditors whose report
dated March 27, 2005, expressed an unqualified opinion on those statements.
Their report included an explanatory paragraph regarding going concern.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of
December 31, 2005, and the results of its operations and its cash flows for
the year then ended, and for the period of May 21, 2005 (inception) to
December 31, 2005, in conformity with US generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 1 to the
financial statements, the Company is currently in the development stage.
Because of the Company's current status and limited operations there is
substantial doubt about its ability to continue as a going concern.
Management's plans in regard to its current status are also described in
Note 3.  The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

/s/ Armando C. Ibarra, CPA
Chula Vista, Ca.
January 19, 2006                      23
<PAGE>

<TABLE><CAPTION>
                          Sockeye Seafood Group, Inc.
                      (A Development Stage Company)
                               Balance Sheet
----------------------------------------------------------------------------
                                                  As of              As of
                                                December 31      December 31
ASSETS                                             2005               2004
                                                ----------------------------
Current Assets
--------------
<S>                                                 <C>               <C>
  Cash                                          $  10,157          $   8,869
  Deposit                                               -                250
  Inventory                                             -              3,436
  Accounts receivable                              26,915             26,460
                                                ----------------------------
Total Current Assets                               37,072             39,015
					        ----------------------------
                                                $  37,072          $  39,015
                                                ============================
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
-------------------
  Accounts payable                              $      89          $     256
  Loan payable                                      3,900                  -
                                                ----------------------------
Total Current Liabilities                           3,989                256
                                                ----------------------------
Total Liabilities                                   3,989                256

SHAREHOLDERS' EQUITY (DEFICIT)

Common stock, ($0.001 par value
 25,000,000 shares authorized; 2,000,000
 shares issued and outstanding as of
 December 31, 2005 and 2004                        2,000               2,000
 Additional paid-in capital                       43,000              43,000
Deficit Accumulated During the
 development stage                               (11,917)             (6,241)
                                                ----------------------------
Total Stockholders' Equity (Deficit)              33,083              38,759
					        ----------------------------
Total Liabilities & Stockholders'
Equity (Deficit)                                $ 37,072           $  39,015
                                                ============================
</TABLE>
                      See notes to Financial Statements

<PAGE>
                                        24






<TABLE><CAPTION>
                         Sockeye Seafood Group, Inc.
                        (A Development Stage Company)
                          Statements of Operations
------------------------------------------------------------------------------
                                                                  May 21, 2003
                                                                  (inception)
                                    Year Ended    Year Ended        through
                                    December 31   December 31     December 31
                                        2005         2004             2005
------------------------------------------------------------------------------
<S>                                   <S>              <S>            <S>
Revenues
--------
Revenues                          $    17,228      $  47,384      $   64,612
Cost of goods sold                    (15,605)       (41,644)        (57,249)
                                  --------------------------------------------
Total Revenues                          1,623          5,740           7,363

Operating Costs
---------------
Administrative Expenses                   799          2,408           3,935
Professional Fees                       6,500          7,845          15,345
                                 ---------------------------------------------
Total Operating Costs                   7,299         10,253          19,280
                                 ---------------------------------------------
Net Income (Loss)                $     (5,676)     $  (4,513)     $  (11,917)
                                 =============================================
Basic earnings per share                           $   (0.00)     $    (0.01)
                                                   ===========================
Weighted average number of
common shares outstanding                          2,000,000       1,350,685
                                                   ===========================












</TABLE>
                      See notes  to Financial Statements



                                     25
<PAGE>





<TABLE><CAPTION>
                                 Sockeye Seafood Group, Inc.
                             (A Development Stage Company)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                 From May 21, 2003 (Inception) through December 31, 2005
--------------------------------------------------------------------------
                                                      DEFICIT
                                                    ACCUMULATED
                             COMMON   ADDITIONAL     DURING THE
                    COMMON   STOCK     PAID-IN      DEVELOPMENT
                    STOCK    AMOUNT    CAPITAL         STAGE      TOTAL
--------------------------------------------------------------------------
<S>                  <C>       <C>      <C>          <C>         <C>

Balance,
May 21, 2003             -   $     -   $     -      $       -    $      -

Stock issued
for cash on
May 21, 2003
at $0.005 per
share            1,000,000     1,000      4,000             -       5,000

Net Loss,
December 31,
2003                     -         -          -       ( 1,728)    ( 1,728)
                ----------------------------------------------------------
Balance,
December 31,
2003            1,000,000     1,000      4,000        ( 1,728)       3,272
                ----------------------------------------------------------

Stock issued
for cash on
August 25,
2004 at $0.04
per share       1,000,000     1,000     39,000              -       40,000

Net Loss,
December 31,
2004                     -         - 	      -       ( 4,513)     ( 4,513)
                ----------------------------------------------------------
Balance,
December 31,
2004             2,000,000   $ 2,000   $ 43,000     $ ( 6,241)    $ 38,759
                ----------------------------------------------------------
Net Loss,
December 31,
2005                     -         - 	      -       ( 5,676)    ( 5,676)
                ----------------------------------------------------------
Balance,
December 31,
2005             2,000,000   $ 2,000   $ 43,000     $ (11,917)   $ 33,083
                ==========================================================
</TABLE>



                           See notes to Financial Statements

                                        26

<PAGE>

<TABLE><CAPTION>
                               Sockeye Seafood Group, Inc.
                             (A Development Stage Company)
                               STATEMENT OF CASH FLOWS
--------------------------------------------------------------------------------
                                                                    May 21, 2003
                                                                    (inception)
                                 Year Ended      Year Ended           through
                              December 31 2005 December 31,2005 December 31 2005
--------------------------------------------------------------------------------
<S>                                   <S>              <S>            <S>
Cash Flows from Operating
Activities
-------------------------
Net income (loss)                   $ (5,676)     $  (4,513)     $  (11,917)
Adjustments to reconcile net
income to net cash provided
by (used in) operating
activities:
Changes in operating assets
and liabilities:
  (Increase) decrease in
   accounts receivable                  (455)       (26,460)        (26,915)
  (Increase) decrease in deposits        250           (250)              -
  (Increase) decrease in inventory     3,436         (3,436)              -
   Increase (decrease in accounts
   payable                              (167)           256              89
                                   -------------------------------------------
Net cash provided by (used in
operating activities)                 (2,612)       (34,403)        (38,743)

Cash Flows from Investing Activities
------------------------------------
Net cash provided by (used in)
investing activities                       -              -               -

Cash Flows from Financing Activities
------------------------------------
Proceeds from common stock                 -         40,000          45,000
Proceeds from loan payable             3,900              -           3,900
                                   -------------------------------------------
Net cash provided by (used in)
financing activities                   3,900         40,000          48,900
                                   -------------------------------------------
Net increase (decrease) in cash        1,288          5,597          10,157
Cash at beginning of year              8,869          3,272               -
                                   -------------------------------------------
Cash at end of year                $  10,157       $  8,869       $  10,157
                                   ===========================================
Supplemental Disclosures of Cash Flow Information
-------------------------------------------------
Cash paid during year for:
  Interest                         $      -        $      -
  Income Taxes                     $      -        $      -
                                   ========================
</TABLE>                    See notes to financial statements
                                       27
<PAGE>
                            Sockeye Seafood Group, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                               December 31, 2005


NOTE 1.   ORGANIZATION AND DESCRIPTION OF BUSINESS

Sockeye Seafood Group Inc. ("the Company") was incorporated under the
laws of the State of Nevada on May 21, 2003. The Company was formed to
engage in the business of procuring and marketing seafood products
direct from Pacific Northwest First Nations organizations to North
American and International wholesalers, distributors, and retailers.
The company has a total of 25,000,000 authorized shares with a par
value of $.001 per share and with 2,000,000 shares issued and
outstanding as of December 31, 2005.

The Company operations have been limited to general administrative
operations, purchasing a limited amount of sample inventory, minimal
sales, establishing its website and is considered a development stage
company in accordance with Statement of Financial Accounting Standards
No. 7.

NOTE 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.   Basis of Accounting

The Company's financial statements are prepared using the accrual
method of accounting.  The Company has elected a December 31
year-end.

b.   Basic Earnings per Share

In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share",
which specifies the computation, presentation and disclosure
requirements for earnings (loss) per share for entities with publicly
held common stock.  SFAS No. 128 supersedes the provisions of APB No.
15, and requires the presentation of basic earnings (loss) per share
and diluted earnings (loss) per share.  The Company has adopted the
provisions of SFAS No. 128 effective May 21, 2005 (inception).

Basic net loss per share amounts is computed by dividing the net loss
by the weighted average number of common shares outstanding.  Diluted
earnings per share are the same as basic earnings per share due to the
lack of dilutive items in the Company.

c.   Cash Equivalents

The Company considers all highly liquid investments purchased with
an original maturity of three months or less to be cash equivalents.



                                     28
<PAGE>

                           Sockeye Seafood Group, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                               December 31, 2005

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

d.  Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates. In accordance with FASB 16 all
adjustments are normal and recurring.

e.   Income Taxes

Income taxes are provided in accordance with Statement of Financial
Accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes.
A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss
carryforwards.  Deferred tax expense (benefit) results from the net
change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some portion of
all of the deferred tax assets will be realized.  Deferred tax assets
and liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment.

NEW ACCOUNTING PRONOUNCEMENTS:

In November 2004, the Financial Accounting Standards Board (FASB)
issued SFAS 151, Inventory Costs  an amendment of ARB No. 43,
Chapter 4.  This Statement amends the guidance in ARB No. 43,
Chapter 4, "Inventory Pricing", to clarify the accounting for
abnormal amounts of idle facility expense, freight, handling costs,
and wasted material (spoilage).  Paragraph 5 of ARB 43, Chapter 4,
previously stated that "...under some circumstances, items such as
idle facility expense, excessive spoilage, double freight, and
rehandling costs may be so abnormal as to require treatment as
current period charges". This Statement requires that those
items be recognized as current-period charges regardless of whether
they meet the criterion of "so abnormal."  In addition, this
Statement requires that allocation of fixed production overheads
to the costs of conversion be based on the normal capacity of the
production facilities.  This Statement is effective for inventory
costs incurred during fiscal years beginning after June 15, 2005.
Management does not believe the adoption of this Statement will
have any immediate material impact on the Company.

                                29
<PAGE>
                           Sockeye Seafood Group, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                               December 31, 2005

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

On December 16, 2004, the Financial Accounting Standards Board
(FASB) published Statement of Financial Accounting Standards No.
123 (Revised 2004), Shared-Based Payment (?SFAS 123R).  SFAS 123R
requires that compensation cost related to share-based payment
transactions be recognized in the financial statements.  Share-based
payment transactions within the scope of SFAS 123R include stock
options, restricted stock plans, performance-based awards, stock
appreciation rights, and employee share purchase plans.  The
provisions of SFAS 123R are effective as of the first interim
period that begins after June 15, 2005.  Accordingly, the Company
will implement the revised standard in the third quarter of fiscal
year 2005.  Currently, the Company accounts for its share-based
payment transactions under the provisions of APB 25, which does
not necessarily require the recognition of compensation cost in the
financial statements.  Management does not anticipate that the
implementation of this standard will have a material impact on
its financial position, results of operations or cash flows.

On December 16, 2004, FASB issued Statement of Financial
Accounting Standards No. 153, Exchanges of Non-monetary Assets,
an amendment of APB Opinion No. 29, Accounting for Non-monetary
transactions (SFAS 153).  This statement amends APB Opinion 29 to
eliminate the exception for non-monetary exchanges of similar
productive assets and replaces it with a general exception of
exchanges of non-monetary assets that do not have commercial
substance.  Under SFAS 153, if a non-monetary exchange of similar
productive assets meets a commercial-substance criterion and fair
value is determinable, the transaction must be accounted for
at fair value resulting in recognition of any gain or loss.
SFAS 153 is effective for non-monetary transactions in fiscal
periods that begin after June 15, 2005.  Management does not
anticipate that the implementation of this standard will have
a material impact on its financial position, results of
operations or cash flows.





                                      30
<PAGE>









                            Sockeye Seafood Group, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                               December 31, 2005

NOTE 3.   GOING CONCERN

The accompanying financial statements are presented on a going concern
basis. The Company had limited operations during the period from May 21,
2003 (inception) to December 31, 2005 and generated a net loss of $11,917.
This condition raises substantial doubt about the Company's ability to
continue as a going concern.  Because the Company is currently in the
development stage and has minimal expenses, management believes that the
company's current cash of $10,157 is sufficient to cover the expenses they
will incur during the next twelve months in a limited operations scenario
or until they raise additional funding.

The Company may seek additional sources of capital through the issuance of
debt or equity financing, but there can be no assurance the Company will
be successful in accomplishing its objectives.


NOTE 4.   WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional
shares of common stock.


NOTE 5.   RELATED PARTY TRANSACTIONS

At of December 31, 2005, a loan payable in the amount of $3,900 was due David
Knapfel (a related party).  As of December 31, 2005, the Company had not
established any specific repayment terms and is a non-interest bearing loan.


NOTE 6.  INCOME TAXES
                                              As of December 31, 2005
                                              -----------------------
Deferred tax assets:
  Net operating tax carryforwards                 $       1,787
  Other                                                       0
                                                  -------------
  Gross deferred tax assets                               1,787
  Valuation allowance                                    (1,787)
                                                  -------------
  Net deferred tax assets                         $           0
                                                  =============

Realization of deferred tax assets is dependent upon sufficient future
taxable income during the period that deductible temporary differences
and carryforwards are expected to be available to reduce taxable income.
As the achievement of required future taxable income is uncertain, the
Company recorded a valuation allowance.

                                       31
<PAGE>


                            Sockeye Seafood Group, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                               December 31, 2005



NOTE 7.  NET OPERATING LOSSES

As of December 31, 2005, the Company has a net operating loss carryforwards
of approximately $11,917.  Net operating loss carryforward expires twenty
years from the date the loss was incurred.

NOTE 8.  STOCK TRANSACTIONS

Transactions, other than employees' stock issuance, are in accordance with
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the
fair value of the consideration received.  Transactions with employees'
stock issuance are in accordance with paragraphs (16-44) of SFAS 123. These
issuances shall be accounted for based on the fair value of the consideration
received or the fair value of the equity instruments issued, or whichever is
more readily determinable.

In May 2003, the company issued a total of 1,000,000 shares of $0.001 par
value common stock as founder's shares to Sheldon Goldberg and David Knapfel,
both of whom are officers and directors of our company. Each of these
individuals received 500,000 shares. The shares were issued in exchange for
cash in the aggregate amount of $5,000.

In August 2004, the company completed an offering of shares of common stock
in accordance with Regulation D, Rule 504 of the Securities Act, and the
registration by qualification of the offering in the State of Nevada.  The
company sold 1,000,000 shares of common stock, par value, at a price of $0.04
per share to approximately 29 investors.  This offering was made in reliance
upon an exemption from the registration provisions of the Securities Act of
1933, as amended, in accordance with Regulation D, Rule 504 of the Act.
The aggregate offering price for the offering closed in August 2004 was
$40,000, all of which was collected from the offering.

As of December 31, 2005 the Company had 2,000,000 shares of common stock
issued and outstanding.

NOTE 9.  STOCKHOLDERS' EQUITY

The stockholders' equity section of the Company contains the following
classes of capital stock as of December 31, 2005:

- Common stock, $ 0.001 par value: 25,000,000 shares authorized; 2,000,000
shares issued and outstanding.

NOTE 10.  SUBSEQUENT EVENTS

There have been no subsequent events after December 31, 2005, which are
material to operations.
                                   32
<PAGE>

Item 8. Disagreements with Accountants on Accounting and Financial
Disclosures
-------------------------------------------------------------------
There have been no disagreements with our accountants on accounting or
other financial disclosures.

On October 4, 2005, Registrant's certifying accounting firm, Franklin
Griffith & Associates, merged with another accounting firm and advised
Registrant of its intention to withdraw from the PCAOB and no longer
perform public company audits.

On January 18, 2006, we engaged the services of Armando C. Ibarra,
Certified Public Accountant, as our principal independent accountant
and auditor to audit our financial statements.

Reports on our consolidated financial statements for the fiscal year
ended December 31, 2004 by Franklin Griffith & Associates did not contain
an adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principle. During the
fiscal year ended December 31, 2004 and for the subsequent interim periods,
there were no disagreements with Franklin Griffith & Associates on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to Franklin Griffith &
Associates' satisfaction, would have caused Franklin Griffith & Associates
to make reference to the subject matter in connection with its report on
Registrant's consolidated financial statements for such period. During the
Registrant's most recent fiscal years and through December 31, 2005, none
of the reportable events described in Item 304(a)(1)(iv) of Regulation S-B
occurred. However, the report included a going concern emphasis.

Neither Sockeye Seafood Group, Inc. nor anyone on our behalf consulted
Armando C. Ibarra, Certified Public Accountant, on any matter relating to
the application of accounting principles to a specific completed or
contemplated transaction or the type of audit opinion that might be
rendered on our financial statements.

Item 8a. Controls and Procedures
--------------------------------
As of the end of the period covered by this Form 10-KSB, we have evaluated
the effectiveness of our disclosure controls and procedures (as defined in
Rule 3a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934),
under the supervision and with the participation of our principal executive
officer and principal accounting officer. Based on this evaluation, our
management, including our principal executive officer and principal
accounting  officer, concluded that our disclosure controls and procedures
are effective. There have been no changes in our internal control over
financial reporting that occurred during our most recent fiscal quarter
that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.


                                     33
<PAGE>




                                  PART III
                                  ========

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
----------------------------------------------------------------------
The following table sets forth the names, positions and ages of the
executive officers and directors. Directors are elected at the annual meeting
of stockholders and serve for one year or until their successors are elected
and qualify. Officers are elected by the Board of Directors and their terms
of office are, except to the extent governed by employment contract, at the
discretion of the Board of Directors.

<TABLE><CAPTION>
---------------------------------------------------------------------
 Name                Age  Position(s)       Period Serving    Term
---------------------------------------------------------------------
<S>                  <C>     <C>                <C>           <C>

Sheldon Goldberg     47   President, CEO,   May 2003-2005   1 year(1)
                          and Director

David F. Knapfel     34   Vice President,   May 2003-2005   1 year(1)
                          Treasurer, CFO,
                          Secretary,
                          Principal
                          Accounting
                          Officer and
                          Director
---------------------------------------------------------------------
</TABLE>

The persons named above are expected to hold said offices/positions
until the next annual meeting of our stockholders. The officers and
directors are our only officers, directors, promoters and control
persons.

Background Information of Officers and Directors
------------------------------------------------
Sheldon Goldberg has been the President, CEO and Chairman of the Board
of Directors of the company since inception. From 1986 to May 2003,
he was an independent contractor trading in seafood products in the West
Coast Seafood Industry, focusing on the purchasing, processing,
wholesaling and logistics of handling wild stock of fresh and frozen
salmon. He has vast experience in secondary processing such as salmon
roe extraction and smoking. For the past 15 years he has associated
himself with members of the First Nation's groups, where he has learned
and worked in the seafood industry. Mr. Goldberg devotes
approximately 20 hours per week  to our business.

                                   34
<PAGE>




David Knapfel has been the Vice-President, Treasurer, CFO, Principal
Accounting Officer, Secretary and a Director of the Company since
inception. From March 2004 until November 2005,  he was the Secretary, a
Director and a principal stockholder of  Thai One On, Inc., a publicly
traded Nevada corporation on the OTCBB, which owns and operates a
restaurant in Taipan, Selangor, Malaysia. From August 2001 to March
 2003,  Mr. Knapfel was the owner of Touchwood Co., Ltd., a
retailer and wholesaler dealing in the restoration and exportation of
SE Asian antique furniture located in Bangkok, Thailand.  From July
2002 to August 15, 2003, he was an officer, director and principal
shareholder of 4forGolf, Inc., a Nevada corporation engaged in the
online golf reservations business,  which was a public reporting
company that voluntarily filed a Form 10-SB under SEC File No. 0-50036
subject to the Exchange Act of 1934.  The company's business plans were
unsuccessful; the company was merged and changed its name to Tricell,
Inc. Mr. Knapfel resigned in August 2003.  From April 1999 to August
2001, he was the owner of Dogma.com Co., Ltd., a company specializing
in print and internet graphic design.  From April 1997 to April 1999,
he worked as a freelance print and Internet graphic designer. He
attended the British Columbia Institute of Technology in Burnaby, BC
and graduated with a Diploma in Technology, Building Economics &
Design in April 1997. Mr. Knapfel currently devotes part time on an as
needed basis to our business, which generally amounts to about 5 hours
per week.

There are no family relationships between our directors and officers.

Involvement in Legal Proceedings
--------------------------------
To the best of our knowledge, during the past five years, neither of our
directors or executive officers were involved in one of the following:
(1) any bankruptcy petition filed by or against any business of which
such person was a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time; (2) any conviction
in a criminal proceeding or being subject to a pending criminal proceeding
(excluding traffic violations and other minor offenses); (3) being subject
to any order, judgment or decree, not subsequently reversed, suspended or
vacated, of any court of any competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his
involvement in any type of business, securities or banking activities; and
(4) being found by a court of competent jurisdiction (in a civil action),
the SEC or the Commodities Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not
been reversed, suspended or vacated.

Audit Committee
---------------
We do not currently have an Audit Committee. In addition, having no Audit
Committee, we do not have an Audit Committee financial expert. As a small,
development-stage company, it has been exceedingly difficult for us to
attract an independent member of our board of directors, who would qualify
as an Audit Committee financial expert, to serve as the sole member of the

                                  35
<PAGE>


Audit Committee of our board of directors. We plan to form an Audit Committee
consisting solely of one or more independent members of our board of directors,
at least one of whom will qualify as an Audit Committee financial expert under
the rules and regulations of the Securities and Exchange Commission, once we
are able to identify and attract a satisfactory candidate. In the meantime,
our current board of directors intends to satisfy the duties of the committee.

Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires our directors
and executive officers, and persons who own more than ten percent of our
Common Stock, to file with the Securities and Exchange Commission initial
reports of ownership and reports of changes of ownership of our Common Stock.
Officers, directors and greater than ten percent stockholders are required
by SEC regulation to furnish us with copies of all Section 16(a) forms they
file. To the best of our knowledge, during the year ended December 31, 2004,
all Section 16(a) filing requirements applicable to our officers, directors
and greater than ten percent beneficial owners were complied with. In making
these disclosures, we have relied solely on a review of the copies of such
reports furnished to us and written representations by our directors,
executive officers and greater than ten percent stockholders.

Code of Ethics
--------------
Our board of directors has adopted a Code of Business Conduct and Ethics
that applies to all of our directors, officers and employees and an
additional Code of Business Ethics that applies to our Chief Executive
Officer and our Chief Financial Officer.

The Code of Ethics, as applied to our principal financial officers,
constitutes our "code of ethics" within the meaning of Section 406 of the
Sarbanes-Oxley Act of 2002 and would also constitute our "code of conduct"
within the meaning of the listing standards of Nasdaq.

We intend to satisfy the disclosure requirement under Item 10 of Form 8-K
relating to amendments to or waivers from provision of these codes that relate
to one or more of the items set forth in Item 406(b) of Regulation S-K, by
promptly filing a current report on Form 8-K, within 5 business days following
the date of a waiver or a substantive amendment, the date of the waiver or
amendment, the nature of the amendment or waiver, and the name of the person to
whom the waiver was granted.

Compensation Committee Interlocks and Insider Participation
-----------------------------------------------------------
No member of our board of directors has a relationship that would constitute
an interlocking relationship with executive officers and directors of
another entity.


                                   36
<PAGE>





Item 10.  Executive Compensation
          ----------------------
Our officers and directors do not presently receive any cash or non-cash
compensation for their services and there are currently no plans to
implement any such compensation. They are, however, reimbursed for any
out-of-pocket expenses incurred on our behalf.

<TABLE><CAPTION>
----------------------------------------------------------------------
                  SUMMARY COMPENSATION TABLE
----------------------------------------------------------------------
                        Annual Compensation     Long-Term Compensation
                   ---------------------------   ---------------------
                                        Other    Awards    Payouts
Name and                                Annual
Position(s)        Year  Salary  Bonus   Comp.
----------------------------------------------------------------------
<S>                <C>    <C>     <C>    <C>       <C>        <C>
Sheldon Goldberg   2005     -      -      -         -           -
President and CEO  2004     -      -      -         -           -

David F. Knapfel   2005     -      -      -         -           -
VP, Treasurer,     2004     -      -      -         -           -
Principal
Accounting Officer
and Secretary

----------------------------------------------------------------------
</TABLE>

Employment Agreements
---------------------
The officers and directors are not currently party to any employment
agreements and we do not presently have any pension, health, annuity,
insurance, stock options, profit sharing or similar benefit plans; however,
we may adopt such plans in the future. There are presently no personal
benefits available to directors, officers or employees.


ITEM 11. Security Ownership of Certain Beneficial Owners and Management
-----------------------------------------------------------------------
The following table sets forth certain information regarding Common Stock
beneficially owned on the date of this filing for (i) each shareholder known
by us to be the beneficial owner of five (5%) percent or more of our issued
and outstanding Common Stock, (ii) each executive officers and directors,
and (iii) all executive officers and directors as a group. As of the date of
the filing of this  annual report, there were 2,000,000 shares of our
common stock issued and outstanding.



                                   37
<PAGE>




<TABLE><CAPTION>
----------------------------------------------------------------------
                                            Amount and
                                             Nature of         Percent
                    Name and Address        Beneficial           of
Title of Class      of Beneficial Owner     Ownership          Class
----------------------------------------------------------------------
<S>                  <C>                       <C>              <C>
Common Stock        Sheldon Goldberg         500,000            25%
                    846 W. 46th Avenue
                    Vancouver, BC,
                    Canada V5Z 2R2

Common Stock        David F. Knapfel         500,000            25%
                    585 W. 60th Avenue
                    Vancouver, BC,
                    Canada V6P 1Z8
---------------------------------------------------------------------
Officers and Directors
as a Group (2 persons)                     1,000,000            50%
---------------------------------------------------------------------
</TABLE>

The persons named above, who are the only officers, directors and principal
shareholders, may be deemed to be parents and promoters, within the meaning
of such terms under the Securities Act of 1933, by virtue of their direct
securities  holdings. In general, a person is considered a beneficial owner of
a security if that person has or shares the power to vote or direct the voting
of such security, or the power to dispose of such security. A person is also
considered to be a beneficial owner of any securities of which the person has
the right to acquire beneficial ownership within (60) days.

There are currently no options, warrants, rights or other securities conversion
privileges granted to our officers, directors or beneficial owners and no
plans to issue any such rights in the future.

Changes in Control
------------------
There are no arrangements known to us, the operation of which may at a
subsequent date result in a change of control of our company.

Item 12.  Certain Relationships and Related Transactions
--------------------------------------------------------
At December 31, 2005, a loan payable in the amount of $3,900 was due to
David Knapfel, an officer and director and related party. As of December 31,
2005, we had not established any specific repayment terms and the loan is
non-interest bearing.

We do not have any other related party transactions and have not yet
formulated a policy for the resolution of any related transaction conflicts,
should they arise.

                                    38
<PAGE>



Item 13.  Exhibits and Reports on Form 8-K
------------------------------------------
(a) 1 & 2.  Financial Statements. See Item 7 in Part II; the financial
statements required to be filed herein are contained in that section in
their entirety.

(a) 3.  The following exhibits, marked with an asterisk and required to be
filed hereunder, are incorporated herein by reference and can be found in
their entirety in our original Form 10-SB Registration Statement, filed on
March 11, 2005 under CIK No. 0001301557, on the SEC website at www.sec.gov:

<TABLE><CAPTION>

             <c>
Exhibit No.     Description
----------      -----------
* 3(i)          Articles of Incorporation
* 3(ii)         Bylaws
23.1 Consent of Accountants re: 2004 Audit
23.2 Consent of Accountants re: 2005 Audit
31.1	          Sec. 302 Certification of President/CEO
31.2            Sec. 302 Certification of Principal Accounting Officer/CFO
32.1	          Sec. 906 Certification of President/CEO
32.2            Sec. 906 Certification of Principal Accounting Officer/CFO
</TABLE>

(b)  There was one report on Form 8-K filed for last quarter of the year
ended December 31, 2005 and subsequent to that period and prior to the filing
of this annual report, a report on Form 8-K was filed to timely report a
second change of auditors in response to an SEC comment letter on our prior
appointment. We hereby incorporate both of those Form 8-K's herein by this
reference. A copy of both Form 8-K's can be found in their entirety on the
SEC website at www.sec.gov, under our SEC File Number 000-51197.


Item 14. Principal Accountant Fees and Services
-----------------------------------------------
Audit Fees
----------
The aggregate fees billed for professional services rendered by our
principal accountants for the audit of our annual financial statements
for the fiscal year ended December 31, 2005 was $2,000 and for the fiscal
year ended December 31, 2004 were $1,500. The reviews for the financial
statements included in our quarterly reports on Form 10-QSB during the
fiscal years ended December 31, 2005 and December 31, 2004 were
$2,800 and $1,000, respectively.

Audit Related Fees
------------------
We incurred no fees for the fiscal years ended December 31, 2005 and
2004 for assurance and related services by our principal accountant that
were reasonably related to the performance of the audit or review of our
financial statements, and not reported under Audit Fees above.

                                39
<PAGE>




Tax Fees
--------
The aggregate fees billed for professional services rendered by our
principal accountant for tax compliance, tax advice, preparation and
filing of tax returns and tax planning for the fiscal years ended
December 31, 2005 and 2004 were $0.

All Other Fees
--------------
We incurred no other fees during the fiscal years ended December 31,
2005 and 2004 for products and services rendered by our principal
accountant.

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

                           Sockeye Seafood Group, Inc., Registrant

Dated: January 31, 2006    /s/ Sheldon Goldberg
                           --------------------------------
                           By: Sheldon Goldberg, President,
                               Chief Executive Officer and
                               Director


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


Dated: January 31, 2006    /s/ Sheldon Goldberg
                           --------------------------------
                           By: Sheldon Goldberg, President,
                               Chief Executive Officer and
                               Director

Dated: January 31, 2006    /s/ David F. Knapfel
                           ---------------------------------
                           By: David F. Knapfel, Treasurer,
                               Chief Financial Officer,
                               Treasurer and Principal
                               Accounting Officer, Secretary
                               and Director




                                  40
<PAGE>