UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-QSB





[X]
      Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of
      1934 For the quarterly period ended June 30, 2006





[
      ]
      Transition report under Section 13 or 15(d) of the Exchange Act For the
      transition period from ___to___








Commission
      File Number: 0-51197





**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                   
             (604)
      675-6872


(Address of principal executive
      offices)                    
(Registrant's telephone number,


including area code)





**None**


Former
      Name, Address and Fiscal Year, If Changed Since Last Report





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





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





We
      had a
      total of 2,000,000 shares of common stock, par value $.001, issued and
      outstanding at June 30, 2006.





Transitional
      Small Business Disclosure Format: Yes No X


























1





**TABLE
      OF CONTENTS**





PART
      I:
      FINANCIAL INFORMATION





Item
      1.
      Financial
      Statements.............................................................................
      2





Item
      2.
      Management's Discussion and Analysis or Plan of Operation ...
      9





Item
      3.
      Controls and
      Procedures...................................................................
      10





PART
      II:
      OTHER INFORMATION





Item
      1A.
      Risk Factors..................................11





Item
      6.
      Exhibits....................................................... 11





Signatures...............................................................
      11











**Note
      Regarding Forward-Looking Statements**





The
      statements contained in this Form 10-QSB that are not purely historical are
      forward-looking statements within the meaning of Section 27A of the Securities
      Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
      1934,as amended. These include statements about our expectations, beliefs,
      intentions or strategies for the future, which are indicated by words or phrases
      such as anticipate, expect, intend, plan, will, the Company believes, management
      believes and similar words or phrases. The forward-looking
      statements are based on our current expectations and are subject to certain
      risks, uncertainties and assumptions. Our actual results could differ materially
      from results anticipated in these forward-looking statements. All
      forward-looking statements included in this document are based on information
      available to us on the date hereof, and we assume no obligation to update any
      such forward-looking statements.





**Part
      I - FINANCIAL INFORMATION**





**Item
      1. Financial Statements**





The
      interim financial statements included herein are unaudited but reflect, in
      management's opinion, all adjustments, consisting only of normal recurring
      adjustments, that are necessary for a fair presentation of Registrant's
      financial position and the results of our operations for the interim periods
      presented. Because of the nature of our business, the results of operations
      for
      the three and six months ended June 30, 2006 are not necessarily indicative
      of
      the results that may be expected for the full fiscal year.











2





**SOCKEYE
                SEAFOOD GROUP, INC.****(A
                Development Stage Company)****Balance
                Sheets****ASSETS****As
                of**
            
            **As
                of****June
                30,**
            
            **December
                31,****2006**
            
            **2005****Current
                Assets**Cash
            $
            10,635
            $
            10,157Accounts
                receivable
            
            26,915
            
            26,915**Total
                Current Assets**
            
            37,550
            
            37,072**TOTAL
                ASSETS**
            $
            **37,550**
            $
            **37,072****LIABILITIES
                & STOCKHOLDERS' EQUITY****CURRENT
                LIABILITIES**Accounts
                payable
            $
            89
            $
            89Loan
                payable
            
            5,900
            
            3,900**Total
                Current Liabilities**
            
            5,989
            
            3,989**TOTAL
                LIABILITIES**
            
            5,989
            
            3,989**Stockholders'
                Equity**Common
                stock, ($0.001 par value, 25,000,000 sharesauthorized;
                2,000,000 shares issued and outstandingas
                of June 30, 2006 and December 31, 2005)
            
            2,000
            
            2,000Additional
                paid-in capital
            
            43,000
            
            43,000Deficit
                accumulated during exploration stage
            
            (13,439)
            
            (11,917)**Total
                Stockholders' Equity**
            
            31,561
            
            33,083**TOTAL
                LIABILITIES &****STOCKHOLDERS'
                EQUITY**
            $
            **37,550**
            $
            **37,072**








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


3





**SOCKEYE
                SEAFOOD GROUP, INC.****(A
                Development Stage Company)****Statements
                of Operations****May
                21, 2003****Six
                Months**
            
            **Six
                Months**
            
            **Three
                Months**
            
            **Three
                Months**
            
            **(inception)****Ended**
            
            **Ended**
            
            **Ended**
            
            **Ended**
            
            **through****June
                30,**
            
            **June
                30,**
            
            **June
                30,**
            
            **June
                30,**
            
            **June
                30,****2006**
            
            **2005**
            
            **2006**
            
            **2005**
            
            **2006****Revenues**Revenues
            $
            3,822
            $
            7,577
            $
            -
            $
            3,600
            $
            68,434Costs
                of goods
            
            (3,259)
            
            (5,685)
            
            -
            
            (2,801)
            
            (60,508)**Gross
                Income**
            
            563
            
            1,892
            
            -
            
            799
            
            7,926**Operating
                Costs**Administrative
                Expenses
            
            85
            
            528
            
            85
            
            345
            
            4,020Professional
                fees
            
            2,000
            
            6,500
            
            -
            
            1,500
            
            17,345**Total
                Operating Costs**
            
            **2,085**
            
            **7,028**
            
            **85**
            
            **1,845**
            
            **21,365****Net
                Income (Loss)**
            $
            **(1,523)**
            $
            **(5,136)**
            $
            **(85)**
            $
            **(1,046)**
            $
            **(13,439)****Basic
                earnings per share**
            $
            0.00
            $
            0.00
            $
            0.00
            $
            0.00**Weighted
                average number of****common
                shares outstanding**
            2,000,000
            
            2,000,000
            
            2,000,000
            
            2,000,000











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






4





**SOCKEYE
                SEAFOOD GROUP, INC.****(A
                Development Stage Company)****Statements
                of Cash Flows****May
                21, 2005****Six
                Months**
            
            **Six
                Months**
            
            **Three
                Months**
            
            **Three
                Months**
            
            **(inception)****Ended**
            
            **Ended**
            
            **Ended**
            
            **Ended**
            
            **through****June
                30,**
            
            **June
                30,**
            
            **June
                30,**
            
            **June
                30,**
            
            **June
                30,****2006**
            
            **2005**
            
            **2006**
            
            **2005**
            
            **2006****CASH
                FLOWS FROM OPERATING ACTIVITIES**Net
                income (loss)
            $
            (1,523)
            $
            (5,136)
            $
            (85)
            $
            (1,046)
            $
            (13,439)Adjustments
                to reconcile net income to netcash
                provided by (used in) operating activities:Changes
                in operating assets and liabilities:(Increase)
                decrease in accounts receivable
            
            -
            
            (5,577)
            
            -
            
            (1,600)
            
            (26,915)(Increase)
                decrease in deposits
            
            -
            
            250
            
            -
            
            250
            
            -(Increase)
                decrease in inventory
            
            -
            
            2,316
            
            -
            
            2,801
            
            -Increase
                (decrease) in accounts payable
            
            -
            
            (167)
            
            -
            
            (167)
            
            89***Net
                cash provided by (used in) operating
                activities***
            **(1,523)**
            
            **(8,313)**
            
            **(85)**
            
            **238**
            
            **(40,265)****CASH
                FLOWS FROM INVESTING ACTIVITIES*****Net
                cash provided by (used in) investing
                activities***
            **-**
            
            **-**
            
            **-**
            
            **-**
            
            **-****CASH
                FLOWS FROM FINANCING ACTIVITIES**Proceeds
                from common stock
            
            -
            
            -
            
            -
            
            -
            
            45,000Proceeds
                from loan payable
            
            2,000
            
            -
            
            -
            
            -
            
            5,900***Net
                cash provided by (used in) financing
                activities***
            **2,000**
            
            **-**
            
            **-**
            
            **-**
            
            **50,900*****Net
                increase (decrease) in cash***
            
            **477**
            
            **(8,313)**
            
            **(85)**
            
            **238**
            
            **10,635*****Cash
                at beginning of period***
            
            **10,158**
            
            **8,869**
            
            **10,720**
            
            **318**
            
            **-*****Cash
                at end of period***
            $
            **10,635**
            $
            **556**
            $
            **10,635**
            $
            **556**
            $
            **10,635****SUPPLEMENTAL
                DISCLOSURES OF CASH FLOW INFORMATION**Cash
                paid during period for :Interest
            $
            -
            $
            -
            $
            -
            $
            -Income
                Taxes
            $
            -
            $
            -
            $
            -
            $
            -








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


5





**SOCKEYE
      SEAFOOD GROUP, INC.**


**(A
      Development Stage Company)**


**Notes
      to Financial Statements**


**June
      30, 2006**








**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 June 30, 2006.





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.


























6





**SOCKEYE
      SEAFOOD GROUP, INC.**


**(A
      Development Stage Company)**


**Notes
      to Financial Statements**


**June
      30, 2006**








**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.








**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 June 30, 2006 and generated a net loss of $13,440. 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 $10,635 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.

















7





**SOCKEYE
      SEAFOOD GROUP, INC.**


**(A
      Development Stage Company)**


**Notes
      to Financial Statements**


**June
      30, 2006**








**NOTE
      5. RELATED PARTY TRANSACTIONS**





At
      of
      June 30, 2006, a loan payable in the amount of $5,900 was due David Knapfel
      (a
      related party). As of June 30, 2006, the Company had not established any
      specific repayment terms and is a non-interest bearing loan.








**NOTE
      6. INCOME TAXES**





**As
                of June 30, 2006**Deferred
                tax assets:Net
                operating tax carryforwards
            $
                2,016Other
            -0-Gross
                deferred tax assets
            2,016Valuation
                allowance
            (2,016)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.





**NOTE
      7. NET OPERATING LOSSES**





As
      of
      June 30, 2006, the Company has a net operating loss carryforwards of
      approximately $13,440. 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.




















8





**SOCKEYE
      SEAFOOD GROUP, INC.**


**(A
      Development Stage Company)**


**Notes
      to Financial Statements**


**June
      30, 2006**








**OTE
      8. STOCK TRANSACTIONS (Continued)**





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
      June 30, 2006 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 June 30, 2006:





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



















































































9








**ITEM
      2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION.**





The
      following discussion should be read in conjunction with the information
      contained in the audited financial statements and notes thereto set forth in
      our
      Form 10K-SB annual report, which can be found in its entirety on the SEC website
      at www.sec.gov, under our SEC File Number 0-51197.





**Plan
        of Operation**
 
 As
        of
        June 30, 2006, the Company has $10,635 cash on hand and current liabilities
        of
        $5,989, such liabilities consisting of loans from related parties.
 
 The
        Company feels it will not be able to satisfy its cash requirements over the
        next
        twelve months and shall be required to seek additional financing.
 
 At
        this
        time, the Company plans to fund its financial needs through operating revenues
        (which cannot be assured) and, if required, through equity private placements
        of
        common stock. (No plan of terms, offers or candidates have yet been established
        and there can be no assurance that the company will be able to raise funds
        on
        terms favorable to the Company or at all.)
 
 Over
        the
        next 12 months, the Company anticipates continuing its efforts to penetrate
        the
        Chinese and Japanese markets by utilizing Mr. Goldberg’s contacts, providing the
        Company has sufficient capital.
 
 **Results
        of Operations**
 
 ***Three
        Months Ended June 30, 2006 compared to Three Months Ended June 30,
        2005***
 
 We
        have
        no revenues for the three months ended June 30, 2006, as compared to gross
        revenues of $3,600, less cost of goods sold in the amount of $2,801, for
        a net
        income of $799 for the three months ended June 30, 2005.
 
 Total
        operating expenses for the three months ended June 30, 2006 were $85, as
        compared to total operating expenses of $1,845 for the three months ended
        June
        30, 2005, which consisted of $345 in general and administrative expense and
        $1,500 in professional fees incurred in connection with the preparation and
        filing of our periodic reports with the U.S. Securities and Exchange commission.
 
 Net
        loss
        for the three months ended June 30, 2006 was $85, or $0.00 (nil) per share,
        as
        compared to a net loss of $1,046 or $0.00 (nil) per share, for the three
        months
        ended June 30, 2005. We have incurred total net losses of $13,439 for the
        period
        from inception on May 21, 2003 to June 30, 2006.
 
 **Liquidity
        and Capital Resources**
 
 At
        June
        30, 2006, our sources of liquidity were $10,635 in cash in the bank and
        outstanding accounts receivable for good sold and collectible in the amount
        of
        $26,915.
 
 There
        were no cash flows from investing or financing activities for the three month
        period ended June 30, 2006.
 
 Our
        total
        stockholders' equity was $31,561 at June 30, 2006.
 
 
  10
  
 We
        do not
        feel that current cash on hand will be sufficient to satisfy our cash
        requirements and, if we are unable to develop and implement a profitable
        business plan, we will be required to seek additional avenues to obtain the
        necessary funds. We have no agreements with anyone to provide future capital
        for
        the Company. If our directors are unable to provide future funding, if the
        need
        arises, we may have to look at alternative sources of funding. We do not
        have
        any firm plans as to the source of this alternative funding and there is
        no
        assurance that such funds will be available or, that even if they are available,
        that they will be available on terms that will be acceptable to us. In the
        event
        we are unable to secure necessary future funding, we may have to curtail
        our
        business or cease operations completely.
 
 Our
        auditors have expressed the opinion that in our current state, there is
        substantial doubt about our ability to continue as a going concern.
 
 In
        the
        next 12 months, we do not intend to spend any substantial funds on research
        and
        development and do not intend to purchase any major equipment.
 
 We
        do not
        intend to hire any new employees during the ensuing year, unless our business
        operations expand sufficiently to warrant additional staff.
 
 There
        are
        no warrants or options outstanding to acquire any additional shares of common
        stock.
 
 We
        do not
        anticipate any material commitments for capital expenditures in the near
        term.
        We are not aware of any trend in our industry or capital resources which
        may
        have a negative impact on our income or revenues.
 
 **Off-Balance
        Sheet Arrangements**
 
 We
        have
        no off-balance sheet arrangements or contractual or commercial
        commitments.


**ITEM
      3. CONTROLS AND PROCEDURES**





***Evaluation
      of Disclosure Controls and Procedures***





Under
      the
      supervision and with the participation of our management, including our
      principal executive officer and the principal financial officer, we have
      conducted an evaluation of the effectiveness of the design and operation of our
      disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
      under the Securities Exchange Act of 1934, as of the end of the period covered
      by this report. Based on this evaluation, our principal executive officer and
      principal financial officer concluded as of the evaluation date that our
      disclosure controls and procedures were effective such
      that
      the material information required to be included in our Securities and Exchange
      Commission reports is recorded, processed, summarized and reported within the
      time periods specified in SEC rules and forms relating to our company, including
      any consolidating subsidiaries, and was made known to us by others within those
      entities, particularly during the period when this report was being prepared.





Additionally,
      there were no significant changes in our internal controls or in other factors
      that could significantly affect these controls subsequent to the evaluation
      date. We have not identified any significant deficiencies or material weaknesses
      in our internal controls, and therefore there were no corrective actions taken.











11


**PART
      II - OTHER INFORMATION**




**ITEM
      1A. RISK FACTORS**





In
      addition to the other information set forth in this report, you should carefully
      consider the risk factors discussed in "Item 6 - Risk Factors" in our Annual
      Report on Form 10-K for the year ended December 31, 2005, which could materially
      affect our business, financial condition or future results. These risks have
      not
      materially changed and are, therefore, not restated or included herein. The
      risks described in our Annual Report on Form 10-K are not the only risks facing
      our Company. Additional risks and uncertainties not currently known to us or
      that we currently deem to be immaterial also may materially adversely affect
      our
      business, financial condition and/or operating results.





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





A)
      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 under SEC File Number 0-51197
      on the SEC website at www.sec.gov:





Exhibit
      No.   Description




*
      3(i) Articles
      of Incorporation


*
      3(ii) Bylaws


31.1    Sec.
      302
      Certification of Chief Executive Officer


31.2    Sec.
      302
      Certification of Principal Accounting Officer


32.1    Sec.
      906
      Certification of Chief Executive Officer


32.2    Sec.
      906
      Certification of Principal Accounting Officer


</TABLE>





B)
      One
      report on Form 8-K was filed subsequent to the period ended June 30, 2006 to
      report our change in accounting firms. The Form 8-K, filed on August 11, 2006,
      can be found in its entirety on the SEC website under our File Number


0-51197.





**SIGNATURES**




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





SEAFOOD
      GROUP INC., Registrant




/s/
      Sheldon Goldberg Date:
      August 11, 2006


By:
      Sheldon Goldberg, President, Chief Executive Officer and Director





/s/
      David
      F. Knapfel Date: August
      11, 2006


By:
      David
      F. Knapfel, Treasurer, Chief Financial Officer, Treasurer and Principal


Accounting
      Officer, Secretary and Director