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 September 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 September 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 nine months ended September 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****(Unaudited)**
              
              **(Audited)****As
                  of**
                **Sept.
                  30,**
              
              **As
                  of**
                **December
                  31,****2006**
              
              **2005****Current
                  Assets**Cash
              $
              8,596
              $
              10,157Accounts
                  receivable
              
              26,915
              
              26,915**Total
                  Current Assets**
              
              35,511
              
              37,072**TOTAL
                  ASSETS**
              $
              **35,511**
              $
              **37,072****LIABILITIES
                  & STOCKHOLDERS' EQUITY****CURRENT
                  LIABILITIES**Accounts
                  payable
              $
              -
              $
              89Loan
                  payable
              
              5,900
              
              3,900**Total
                  Current Liabilities**
              
              5,900
              
              3,989**TOTAL
                  LIABILITIES**
              
              5,900
              
              3,989**Stockholders'
                  Equity**Common
                  stock, ($0.001 par value, 25,000,000 sharesauthorized;
                  2,000,000 shares issued and outstandingas
                  of September 30, 2006 and December 31, 2005)
              
              2,000
              
              2,000Additional
                  paid-in capital
              
              43,000
              
              43,000Deficit
                  accumulated during exploration stage
              
              (15,389)
              
              (11,917)**Total
                  Stockholders' Equity**
              
              29,611
              
              33,083**TOTAL
                  LIABILITIES &****STOCKHOLDERS'
                  EQUITY**
              $
              **35,511**
              $
              **37,072**
 
 See
        Note
        to Financial Statements
  3
  
 
 **SOCKEYE
                  SEAFOOD GROUP, INC.****(A
                  Development Stage Company)****Statements
                  of Operations****May
                  21, 2003****Nine**
                **Months**
              
              **Nine
                  Months**
              
              **Three
                  Months**
              
              **Three
                  Months**
              
              **(inception)****Ended**
              
              **Ended**
              
              **Ended**
              
              **Ended**
              
              **through****September
                  30,**
              
              **September
                  30,**
              
              **September
                  30,**
              
              **September
                  30,**
              
              **September
                  30,****2006**
              
              **2005**
              
              **2006**
              
              **2005**
              
              **2006****Revenues**Revenues
              $
              3,822
              $
              7,577
              $
              -
              $
              -
              $
              68,434Costs
                  of goods
              
              (3,259)
              
              (5,684)
              
              -
              
              -
              
              (60,508)**Gross
                  Income**
              
              563
              
              1,893
              
              -
              
              -
              
              7,926**Operating
                  Costs**Administrative
                  Fees
              
              140
              
              763
              
              55
              
              235
              
              4,075Professional
                  fees
              
              4,200
              
              6,500
              
              2,200
              
              -
              
              19,545**Total
                  Operating Costs**
              
              (4,340)
              
              (7,263)
              
              (2,255)
              
              (235)
              
              (23,620)**Operating
                  income (loss)**
              
              (3,778)
              
              (5,370)
              
              (2,255)
              
              (235)
              
              (15,694)**Other
                  Income (expense)**
              
              305
              
              **-**
              
              305
              
              -
              
              305**Net
                  Income (Loss)**
              $
              **(3,473)**
              $
              **(5,370)**
              $
              **(1,950)**
              $
              **(235)**
              $
              **(15,389)****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
 
 See
        Notes
        to Financial Statements
 
 
 
  4
  
 **SOCKEYE
                  SEAFOOD GROUP, INC.****(A
                  Development Stage Company)****Statements
                  of Cash Flows****May
                  21, 2005****Nine
                  Months**
              
              **Nine
                  Months**
              
              **Three
                  Months**
              
              **Three
                  Months**
              
              **(inception)****Ended**
              
              **Ended**
              
              **Ended**
              
              **Ended**
              
              **through****September
                  30,**
              
              **September
                  30,**
              
              **September
                  30,**
              
              **September
                  30,**
              
              **September
                  30,****2006**
              
              **2005**
              
              **2006**
              
              **2005**
              
              **2006****CASH
                  FLOWS FROM OPERATING ACTIVITIES**Net
                  income (loss)
              $
              (3,473)
              $
              (5,370)
              $
              (1,950)
              $
              (235)
              $
              (15,389)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)
              
              -
              
              -
              
              (26,915)(Increase)
                  decrease in deposits
              
              -
              
              250
              
              -
              
              -
              
              -(Increase)
                  decrease in inventory
              
              -
              
              2,316
              
              -
              
              -
              
              -Increase
                  (decrease) in accounts payable
              
              (89)
              
              (167)
              
              (89)
              
              -
              
              -***Net
                  cash provided by (used in) operating
                  activities***
              **(3,562)**
              
              **(8,548)**
              
              **(2,039)**
              
              **(235)**
              
              **(42,304)****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***
              
              **(1,562)**
              
              **(8,548)**
              
              **(2,039)**
              
              **(235)**
              
              **8,596*****Cash
                  at beginning of period***
              
              **10,158**
              
              **8,869**
              
              **10,635**
              
              **556**
              
              **-*****Cash
                  at end of period***
              $
              **8,596**
              $
              **321**
              $
              **8,596**
              $
              **321**
              $
              **8,596****SUPPLEMENTAL
                  DISCLOSURES OF CASH FLOW INFORMATION**Cash
                  paid during period for :Interest
              $
              -
              $
              -
              $
              -
              $
              -Income
                  Taxes
              $
              -
              $
              -
              $
              -
              $
              -
 
 
 See
        Notes
        to Financial Statements
  5
  
 **SOCKEYE
        SEAFOOD GROUP, INC.**
 **(A
        Development Stage Company)**
 **Notes
        to Financial Statements**
 **September
        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 $0.001 per share and with 2,000,000 shares issued
        and
        outstanding as of September 30, 2006.
 
 The
        Company operations have been limited to general administrative operations,
        purchasing a limited amount of sample inventory, minimal sales and establishing
        its website. The Company 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, 2003 (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**
 **September
        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.
 
 **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.
 
 
 
 
 
 
 
 
  7
  
 **SOCKEYE
        SEAFOOD GROUP, INC.**
 **(A
        Development Stage Company)**
 **Notes
        to Financial Statements**
 **September
        30, 2006**
 
 
 **NOTE
        2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**
 
 **NEW
        ACCOUNTING PRONOUNCEMENTS:**
 
 In
        December 2004, the FASB issued SFAS No. 152, “Accounting for Real Estate
        Time-Sharing Transactions—an amendment of FASB Statements No. 66 and 67” (“SFAS
        152) The amendments made by Statement 152 This Statement amends FASB Statement
        No. 66, Accounting for Sales of Real Estate, to reference the financial
        accounting and reporting guidance for real estate time-sharing transactions
        that
        is provided in AICPA Statement of Position (SOP) 04-2, Accounting No. 67,
        Accounting for Costs and Initial Rental Operations of Real Estate Projects,
        to
        state that the guidance for (a) incidental operations and (b) costs incurred
        to
        sell real estate projects does not apply to real estate time-sharing
        transactions. The accounting for those operations and costs is subject to
        the
        guidance in SOP 04-2. This Statement is effective for financial statements
        for
        fiscal years beginning after June 15, 2005, with earlier application encouraged.
        The Company 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, 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.
        The
        Company 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 Nonmonetary Assets, an amendment of APB Opinion No. 29,
        Accounting for Nonmonetary transactions (“SFAS 153”). This statement amends APB
        Opinion 29 to eliminate the exception for nonmonetary exchanges of similar
        productive assets and replaces it with a general exception of exchanges of
        nonmonetary assets that do not have commercial substance. Under SFAS 153,
        if a
        nonmonetary 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 nonmonetary transactions in fiscal periods that begin after
        June
        15, 2005. The Company does not anticipate that the implementation of this
        standard will have a material impact on its financial position, results of
        operations or cash flows.
 
 
 
 
  8
  
 **SOCKEYE
        SEAFOOD GROUP, INC.**
 **(A
        Development Stage Company)**
 **Notes
        to Financial Statements**
 **September
        30, 2006**
 
 
 **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 September 30, 2006 and generated a net loss of $15,389. 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 $8,596 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.
 
 **NOTE
        5. RELATED PARTY TRANSACTIONS**
 
 At
        of
        September 30, 2006, a loan payable in the amount of $5,900 was due David
        Knapfel
        (a related party). As of September 30, 2006, the Company had not established
        any
        specific repayment terms and is a non-interest bearing loan.
 
 
 **NOTE
        6. INCOME TAXES**
 
 **As
                  of September 30, 2006**Deferred
                  tax assets:Net
                  operating tax carryforwards
              $
                  2,308Other
              -0-Gross
                  deferred tax assets
              2,308Valuation
                  allowance
              (2,308)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.
 
 
 
 
 
  9
  
 **SOCKEYE
        SEAFOOD GROUP, INC.**
 **(A
        Development Stage Company)**
 **Notes
        to Financial Statements**
 **September
        30, 2006**
 
 **NOTE
        7. NET OPERATING LOSSES**
 
 As
        of September
        30, 2006, the Company has a net operating loss carryforwards of approximately
        $15,389. 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
        September 30, 2006 the Company has 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 September 30, 2006:
 
 ·
            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 September 30, 2006, which are material
        to
        operations.
 
 
 
 
 
 
 
 
 
  10
  
 **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 for the year ended December 31, 2005, which can
        be
        found in its entirety on the SEC website at www.sec.gov, under our SEC File
        Number 0-51197.
 
 **Overview**
 
 We
        were
        incorporated in the State of Nevada on May 21, 2003. We provide brokerage
        and
        consulting services in connection with the purchase and sale of seafood products
        between Native American tribes located in the Pacific Northwest area of Canada
        and regional and international wholesalers, distributors, and retailers.
        Such
        seafood products include frozen salmon, frozen groundfish (fish that dwell
        at or
        near the bottom the ocean), fresh shellfish, and miscellaneous seafood products.
        Our brokerage and consulting services include assisting on-site, ensuring
        the
        seller has an accredited Canadian Department of Fisheries Buying Station
        or
        Plant License, pre-arranging the sale of a 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 provide such
        services to either buyers or sellers. We earn revenue by charging our clients
        a
        commission equal to a percentage of the sales price of each transaction,
        which
        usually ranges from 5% to 7%. We have developed and are currently managing
        a
        website at http://www.sockeyeseafood.com ,
        on
        which we inform the public regarding our services, proposed products, quality,
        quantity and pricing, and provide up-to-the-minute harvest information directly
        from returning fishing boats.
 
 We
        are a
        development stage company. Since our inception, our operations have been
        limited
        to general administrative operations, purchasing a limited amount of sample
        inventory, minimal sales and establishing our website.
 
 
 **Plan
        of Operation**
 
 As
        of
        September 30, 2006, the Company has $8,596 in cash on hand and current
        liabilities of $5,900, all consisting of loans payable to related parties.
        In
        addition, the Company had $26,915 in outstanding accounts
        receivable.
 
 The
        Company feels it will not be able to satisfy its cash requirements over the
        next
        twelve months from its current cash on hand and accounts receivable and will
        likely 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
        its common stock. The Company currently has no plans, offers or candidates
        for
        any such stock sales/offerings and there can be no assurance that the Company
        will be able to raise funds on terms favorable to the Company, or at all,
        when
        needed for operations.
 
 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 September 30, 2006 compared to Three Months Ended September
        30,
        2005***
 
 We
        had no
        revenues for the three months ended September 30, 2006 or 2005. For the period
        from inception on May 21, 2003 to the nine months ended September 30, 2006,
        we
        have had total revenues of $68,434, less cost of goods sold in the amount
        of
        $60,508, for total revenues of $7,926 since inception.
  11
  Total
        operating costs for the three months ended September 30, 2006 were $4,340,
        as
        compared to total operating costs of $7,263 for the three months ended September
        30, 2005, both mainly attributed to 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 September 30, 2006 was $3,473, or $0.00 (nil)
        per
        share, as compared to a net loss of $5,370 or $0.00 (nil) per share, for
        the
        three months ended September 30, 2005. We have incurred total net losses
        of
        $15,389 for the period from inception on May 21, 2003 to September 30, 2006.
 
 **Liquidity
        and Capital Resources**
 
 At
        September 30, 2006, our sources of liquidity were $8,596 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 September 30, 2006.
 
 Total
        stockholders' equity was $29,611 at September 30, 2006.
 
 The
        Company does not feel that current cash on hand will be sufficient to satisfy
        cash requirements and, if it Is unable to develop and implement a profitable
        business plan, the Company will be required to seek additional avenues to
        obtain
        funds necessary to sustain operations. The
        Company’s auditors have expressed the opinion that in its current state, there
        is substantial doubt about its ability to continue as a going
        concern.
 
 In
        the
        next 12 months, The Company does not intend to spend any substantial funds
        on
        research and development and does not intend to purchase any major
        equipment.
 
 The
        Company does not intend to hire any new employees during the ensuing year,
        unless business operations expand sufficiently to warrant additional
        staff.
 
 There
        are
        no warrants or options outstanding to acquire any additional shares of common
        stock.
 
 The
        Company does not anticipate any material commitments for capital expenditures
        in
        the near term. The Company is not aware of any trend in its industry or capital
        resources which may have a negative impact on future income or
        revenues.
 
 **Off-Balance
        Sheet Arrangements**
 
 The
        Company has 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.
  12
  
 
 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.
 
 **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, 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
 
 B)
        One
        report on Form 8-K was filed during the period ended September 30, 2006 to
        report our change in accounting firms and was amended subsequent to the period.
        The Form 8-K and amended 8-K/A can be found in their entirety on the SEC
        website
        under our SEC 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:
        November 8, 2006
 
 By:
        Sheldon Goldberg, President, Chief Executive Officer and Director
 
 /s/
        David
        F. Knapfel       Date:
        November 8, 2006
 
 By:
        David
        F. Knapfel, Treasurer, Chief Financial Officer, Treasurer and Principal
 Accounting
        Officer, Secretary and Director
  13