U.S. Securities and Exchange Commission


                      Washington D.C. 20549


                           Form 10-KSB

                           (Mark One)

 [ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES


                      EXCHANGE ACT OF 1934


          For the fiscal year ended September 30, 2004


 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
                               ACT

For the transition period from ______________ to _______________


                 Commission file number 0-50164


                    DOLPHIN PRODUCTIONS, INC.


(Exact name of small business issuer as specified in its charter)

          Nevada                            87-0618756

--------------------------------  -------------------------------

(State or other jurisdiction of      (Employer Identification No.)
 incorporation or organization)


           2068 Haun Avenue, Salt Lake City, Utah 84121

            (Address of principal executive offices)

                         (801) 450-0716

                   (Issuer's telephone number)
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 ( )

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

770,000 shares of the issuer's common stock were outstanding as
of September 30, 2004, the issuer's most recent fiscal year end.

Securities registered pursuant to section 12(b) of the Act:

Title of each class       Name of each exchange on which
                                      registered
        None                                  N/A
------------------        -------------------------------------

Securities registered pursuant to section 12(g) of the Act:

           520,000 shares of $.001 par, common stock
                    Registered by Form 10-SB
                             ---------------
                             (Title of class)

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

State issuer's revenues for its most recent fiscal year: $  0

State the aggregate market value of the voting and nonvoting
common equity held by non-affiliates computed by reference to the
price at which the common equity was sold, or the average bid and
asked  prices of such common  equity, as of a specified date
within the past 60 days: There is no active market for the
Company's securities and, to the best of the Company's knowledge,
there have been no transfers of any of the Company's securities
within the last year.

PART I

ITEM 1. DESCRIPTION OF BUSINESS

HISTORY AND ORGANIZATION

Dolphin Productions, Inc., (the "Company") was organized under
the laws of the state of Nevada on June 26, 1998.  The Company
has provided musical and other performance services for concerts
and public events.  During the fiscal year ended September 30,
2003, the Company determined to shift its emphasis away from the
presentation of concerts and toward the acquisition and Internet
marketing of musical properties.  The Company has ceased
presenting live musical concerts.  The Company owns the rights to
the domain name "dolphinproductions.net."  The Company has
encountered substantial competitive, legal, technological and
financial obstacles to its entry into the Internet marketing
business.  The Company has not generated any revenues from
Internet marketing of musical properties.

ITEM 2. DESCRIPTION OF PROPERTIES

In order to conserve cash, the Company closed its business office
at 39 Exchange Place in Salt Lake City, Utah.  The Company
conducts limited operations out of its president's legal office.
The space is adequate for the Company's limited operations.
During the transition of its business to an Internet marketing
enterprise, the Company's principle place of business will be
through its executive offices.

ITEM 3. LEGAL PROCEEDINGS

None.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

None.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Common Stock is not quoted or traded on any network or
exchange.  There is no active market for the Common Stock.  Other
than the recent sale of unregistered securities described in the
next paragraph, the Company is aware of no sales or transfers of
the Company's common Stock during the last four years.

RECENT SALES OF UNREGISTERED SECURITIES

The Company sold 225,000 shares of its common stock in a private
placement transaction in September of 2004 at $.20 per share.  In
addition, the Company issued 25,000 shares of stock as
compensation to certain officers of the Company.  See Notes to
Financial Statements.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION

Liquidity and Capital resources

Total assets of the Company at September 30, 2004, were $21,732,
consisting of cash in the amount of $21,002 and income taxes
receivable of $730.  As of September 30, 2003, the Company had a
cash balance of $2,995, for a net increase in cash of $18,007
during the year.  Substantially all of the cash was generated by
the private placement of 225,000 shares of the Company's common
stock at $.20 per share in September of 2004.  The principal
purpose for the issuance of stock through the private placement,
and the principal use of cash during the fiscal year ended
September 30, 2004, was to pay the Company's obligations to the
Company's president.  See Notes 2 and 3 to the Financial
Statements.   At September 30, 2004, the Company had available
unused operating loss carryforwards of approximately $38,700
which may be applied against future taxable income and which
expire in 2024.  See Note 4 to Financial Statements.

Current Liabilities as of September 30, 2004, totaled $4,703.
See Balance Sheet.

Results of Operations

The Company generated no revenues during the fiscal year ended
September 30, 2004.  No revenues have been generated from the
Internet marketing of music.  The Company has encountered
significant competitive, technological, legal and financial
barriers to its entry into the Internet marketing business.  The
Company has no assurance that its entry into the Internet
marketing business will be successful or that it will be able to
generate revenues.

The Net Loss for the year 2004 was ($14,136) (a loss of $0.03 per
share) compared to a Net Loss of ($24,427) in 2003 (a loss of
$0.05 per share).

The Company  has yet to generate any revenues from Internet
marketing.  The Company has no assurance that its present cash
reserves will be sufficient to carry out a successful business
plan.

Cautionary Statement Regarding Forward-Looking Statements

Statements made in this document that express the Company's or
management's
Intentions, plans, beliefs, expectations or predictions of future
events, 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,
and are made pursuant to and in reliance on the safe  harbor
provisions of such sections.  The words "believe",
"expect","intend", "estimate", "anticipate", "will" and similar
expressions are intended to further identify such forward-looking
statements, although not all forward-looking statements contain
these identifying  words.  Those statements are based on many
assumptions and are subject to many known and unknown risks,
uncertainties and other factors that could cause the Company's
actual  activities, results or performance to differ  materially
from those anticipated or projected in such forward-looking
statements, including risk factors summarized below. The Company
cannot guarantee future results, levels of activity, performance
or achievements and investors should not place undue reliance on
the Company's forward-looking statements.  The forward-looking
statements contained herein represent the judgment of the Company
as of the  date of this document, and the Company expressly
disclaims any intent,  obligation or undertaking to update or
revise such  forward-looking statements to reflect any change in
the Company's expectations  with regard thereto or any changes in
events, conditions or circumstances on which any such statements
are based.

Risk Factors

Factors that could cause the Company's actual activities and
results of performance to differ materially from the Company's or
management's  intentions, plans, beliefs, expectations or
predictions of future events include risks and uncertainties
relating to the following:

The Company has lost money historically and has embarked upon an
enterprise in which it has no experience or operating history.
The Company had net losses for the years ended September 30, 2004
and 2003. The Company's future operations may not be profitable.
If the Company is not profitable in the near future, the Company
will likely have difficulty sustaining its operations or
obtaining funds to continue its operations.  The Company will
compete against other companies that are far better capitalized.
The Company's ability to grow and to compete will likely be
constrained by its lack of capital.

The Company may not generate or acquire sufficient cash flow from
operations to meet its future  obligations or to implement a
business plan.

The Company may seek to acquire assets that complement and/or
enhance the Company's transition into the Internet marketing
business.  The Company may not be able to negotiate, finance or
close such  acquisitions.  The Company may not be able to
negotiate such acquisitions on acceptable terms or at all.  If
such acquisitions are successfully  negotiated,  the terms
thereof may require the Company to incur additional indebtedness
or issue equity.  The Company may not be able to obtain such
financing on acceptable terms or at all.

The terms and conditions of acquiring businesses or assets could
adversely affect the value of the Company's stock.  In order to
consummate acquisitions, the Company may be required to take
action that could adversely affect the value of the Company's
stock, such as issuing common stock, convertible  preferred
stock, convertible subordinated debt, or other equity-linked
securities, potentially resulting in the dilution of existing
shareholder interests or in other adverse effects upon existing
shareholders; undertaking  a reverse stock split; changing the
name, Board of Directors, or officers of the Company; entering
into new lines of business; forming business combinations or
strategic  alliances with potential business partners; or taking
other actions. Any one or more of these actions may adversely
affect the Company and the Company's common stock.

The Company's success may depend on its ability to attract and
retain key  personnel who are capable of managing growth in e-
commerce.

Weak general economic and business conditions may adversely
affect the Company's revenues and operating margins.  Weak
general economic and business  conditions, international tensions
and wars, globally, nationally, regionally or locally, may have a
significant  adverse  effect on the Company's revenues and
operating margins.

The Company faces competition from competitors that are larger,
more established and better capitalized.  Competition in the
Internet marketing and music industries are intense.  If the
Company fails to compete successfully against current or future
competitors, the Company's business, financial  condition and
operating results would be seriously harmed.

Because relatively low barriers to entry characterize the
Company's current and many prospective markets, the Company
expects other companies to enter its
markets.  In addition, some of the Company's competitors may
develop technologies, markets and inventories that are superior
to, or have greater market acceptance than, the technologies and
inventory that the Company may offer.

The Company currently holds a very small number of enforceable
intellectual property rights with only a few relatively
unknown artists.  The value of such properties is impossible to
predict and the Company has, therefore, assigned no value to such
properties.  The Company has assumed that the value of its
inventory is $0.

The Company's success depends upon the continued use of the
Internet as a means for marketing original music and the ability
of the Company to compete against larger and better capitalized
companies that have an existing presence in the marketplace.

Increasing government regulations or taxation could adversely
affect the
Company's business.  The Company is affected not only by
regulations  applicable to  businesses  generally,  but also by
laws,  regulations  and  taxes  directly applicable to e-
commerce.  Although there are currently few such laws,
regulations and taxes, state, federal and foreign governments may
adopt laws, regulations and taxes.  Any such legislation,
regulation or tax could dampen the growth of the Internet and
decrease its acceptance as a
commercial medium.  If such a decline occurs, companies may
decide in the future not to use the Company's services.  This
decrease in the demand for the Company's services would seriously
harm the Company's business and operating results.  Any new laws,
regulation and taxes may govern, restrict, tax or affect any of
the following issues:  user privacy, the pricing and taxation  of
goods and services offered over the Internet;  the content of web
sites;  consumer protection; and the characteristics and quality
of products and services offered over the Internet.

With limited financial resources, the Company may be unable to
protect the Company's intellectual property rights, if any.  The
Company intends to acquire intellectual property rights to music
and other creations.  The Company cannot guarantee  that it can
safeguard or deter misappropriation of the Company's inventory of
intellectual property rights.  In addition, the  Company may not
be able to detect unauthorized use of the Company's intellectual
property and take appropriate steps to enforce the  Company's
rights.  If third parties infringe or misappropriate the
Company's copyrights,  or other proprietary information or
intellectual property, the Company's
business could be seriously harmed.  In addition, although the
Company believes that their proprietary  rights do not infringe
the intellectual  property rights of others, other parties may
assert infringement claims against the Company or claim that the
Company has violated their intellectual  property rights.  Such
claims, even if not true, could result in significant legal and
other costs and may be a distraction to the Company's management.

The Company's stock is illiquid.  The Company's stock is not
currently traded by any market-makers or on any exchange.
Consequently, shareholders may find it difficult to sell their
common stock in the Company, and the owners of potential
acquisition target companies may find the Company's common stock
to be unacceptable consideration in any proposed transaction.

A significant portion of the Company's stock is owned by
insiders.  The current directors and officers of the Company
beneficially own a significant percentage of the Company's
outstanding shares of common stock.  Accordingly,  these
stockholders will have substantial influence over the Company's
policies and management.

The Company has not paid dividends  since its inception and
does not expect to in the foreseeable
future, so the Company's stockholders will not be able to receive
any return on their investment  without selling their shares.
The Company  presently anticipates that all earnings, if any,
will be retained for development of the Company's business. Any
future dividends will be subject to the discretion of the Board
of Directors and will depend on, among other things, the
Company's future earnings,  operating and financial condition,
capital requirements, and general business conditions.

SEGMENT ANALYSIS

All of the Company's operations are conducted within a single
operating segment.

ITEM 7.  FINANCIAL STATEMENTS

The financial statements of the Company are set forth immediately
following the signature page to this form 10-KSB.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND
         FINANCIAL DISCLOSURE

     None.

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 executive officers, directors
and significant employees of the Company:


Name                                         Age and Office

Richard H. Casper:       Age 59, President, Director and Chairman of
                         the Board of Directors.

Scott S. Summerhays:     Age 41, Vice President and Director.

Kristy Chambers:         Age 41, Director, Secretary and Chair of
                         Audit Committee.

Jared Ryde Casper:       Age 37, Vice President and general counsel.

Pamela Lindquist:        Age 35.  Director, vice-president, chief
                         financial officer and assistant secretary.

     The following are biographical summaries of the experience
of the officers and directors of the Company:

Richard H. Casper:       Attorney since 1982.  Member of the Utah
                    State Bar.  Master's degree in Business
                    Administration (MBA) from University of Utah
                    (1975); practiced as CPA in California, Idaho
                    and Utah between 1970 and 1982.  Executive
                    vice president of trucking company from 1974-
                    1979.  For the last five years, Mr. Casper
                    has been a self-employed attorney and
                    business consultant.  He has been president
                    and chairman of the board of directors of the
                    Company since its inception.

Scott S. Summerhays:     B.S. Degree from University of Utah
                    (1989).  Master's degree in Business
                    Administration (MBA) from University of Utah
                    (1991).  Honors Graduate, Deans Scholar.
                    President and Chief Operating Officer of
                    Summerhays Music Centers, the largest dealer
                    of music instruments in Utah.  For the last
                    five years, Mr. Summerhays has been employed
                    by Summerhays Music Centers, Inc.  He has
                    been a director since December of 2002.  Owns
                    5,000 shares of stock, acquired in
                    September, 2004, as compensation.

Kristy Chambers:         Bachelor of Arts degree from UCLA;
                    master's degree in taxation from Washington
                    School of Law.  Certified Public Accountant
                    (CPA) licensed in California and Utah.
                    Currently Chief Financial Officer of Planned
                    Parenthood of Utah (PPU).  During the last
                    five years, she has been comptroller and
                    chief financial officer of PPU, of McCall
                    Management and of Summerhays Music Centers,
                    Inc.  She has been an officer of the Company
                    from its inception in 1998.  Owns 6,000
                    shares of the Company's stock, including
                    5,000 shares acquired in September of 2004 as
                    compensation.

Jared R. Casper:         Attorney practicing with the firm of
                    Ivie and Young in Provo, Utah.  Graduate of
                    Gonzaga University College of Law.  During
                    the last five years, he has practiced law in
                    Utah.  He has been an officer of the Company
                    since December of 2002.  Jared R. Casper is
                    the nephew of Richard H. Casper, President
                    and Charirman of the Board.  Owns 500 shares
                    of the Company's stock, acquired as
                    compensation in September of 2004.

Pamela Lindquist:        Musician and private investigator.  She
                    holds a bachelor's degree from Brigham Young
                    University.  For the last five years, she has
                    been a self-employed musician and private
                    investigator.  She has been an officer and
                    director of the Company since its inception
                    in 1998, with the exception of a two-month
                    hiatus between November of 2002 and January
                    of 2003.  Owns 20,000 shares of the Company's
                    stock, including 5,000 shares obtained as
                    compensation in September, 2004, and 10,000
                    shares purchased as part of the Company's
                    private placement of stock in September of
                    2004.


     Audit Committee: At a meeting of the board of directors held
on March 18, 2003, the Company formed an Audit and Compensation
Committee chaired by Kristy Chambers, CPA.  She is a CPA licensed
to practice within the state of Utah and is the audit committee
financial expert.  As an officer of the Company, she is not
independent as that term is used in Item 7(d)(3)(iv) of Schedule
14A under the Exchange Act.

     All officers and directors devote full-time to other
professional pursuits.   No officer or director devotes, on
average, more than four hours per month to the business of the
Company.

     The Company issued 25,000 shares of stock to current
officers in September, 2004, but the Company currently has no
plan or commitment to pay any officers or directors in cash or
stock.  However, the Company's Audit and Compensation Committee
will determine levels of future compensation that are
commensurate with the contributions of each officer and director.

     All directors hold office until the next annual meeting of
stockholders and until their successors have been duly elected
and qualified.  There are no agreements with respect to the
election of directors.  The Company does not have any standing
committees.

To the knowledge of management, during the past five years, no
present or former director or executive officer of the Company:
(1) filed a petition under the federal  bankruptcy laws or any
state  insolvency law, nor had a receiver,  fiscal agent or
similar  officer  appointed by a court for the business or
property of such person, or any partnership in which he was a
general partner at or within two years before the time of such
filing, or any corporation or business association of which such
person was an executive officer at or within two years before the
time of such filing;
(2) was convicted in a criminal proceeding or named subject of a
pending criminal proceeding (excluding traffic violations and
other minor offenses);
(3) was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction,  permanently or temporarily enjoining
such person from or otherwise  limiting,  the following
activities:
(i)  acting as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool operator, floor
broker, leverage transaction merchant, associated  person of any
of the foregoing, or as an investment advisor, underwriter,
broker or dealer in securities, or as an affiliate person,
director or employee of any investment company, or engaging in or
continuing any conduct or practice in connection with such
activity;
(ii) engaging in any type of business practice; or
(iii)  engaging in any activity in connection with the purchase
or sale of any security or commodity or in  connection with any
violation of federal or statesecurities laws or federal
commodities laws;
(4)  was the subject of any order, judgment, or decree, not
subsequently reversed, suspended, or vacated, of any federal or
state  authority  barring, suspending, or otherwise limiting for
more than 60 days the right of such personto engage in any
activity  described  above,  or to be  associated  with persons
engaged in any such activity;
(5) was found by a court of competent jurisdiction in a civil
action or by the Securities and Exchange Commission to have
violated any federal or state securities law, and the judgment in
such civil action or finding by the Securities and Exchange
Commission has not been subsequently reversed, suspended, or
vacated.
(6) was found by a court of competent  jurisdiction  in a civil
action or by the Commodity Futures Trading Commission to have
violated any federal  commodities law, and the judgment in such
civil action or finding by the  Commodity Futures Trading
Commission has not been subsequently reversed, suspended or
vacated.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

     The Company is not subject to the requirements of Section
16(a) of the
Exchange Act.

ITEM 10.  EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

During the fiscal year ended September 30, 2004, the Company
issued 25,000 shares of stock as compensation to the following
officers and/or consultants:

     Scott Summerhays                        V.P., Director
                                             5,000 shares

     Kristy Chambers                         V.P., Director
                                             5,000 shares

     Richard H. Casper                       Pres., Director
                                             7,500 shares

     Jared R. Casper                         V.P.
                                             500 shares

     Benjamin R. Casper                      Consultant
                                             2,000 shares

     During the year ended September 30, 2004, the Company paid
to its President, Richard H. Casper, accrued compensation of
$6,500, and paid to Richard H. Casper, P.C., an accrued
obligation of $15,000 for legal fees.

Bonuses and Deferred Compensation

      None

Compensation Pursuant to Plans.

     None.

Pension Table

     None.

Other Compensation

     None.

Compensation of Directors.

     See Summary above.

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

     There are no compensatory plans or arrangements, including
payments to be received from the Company, with respect to any
person named in the Cash Compensation section set out above which
would in any way result in payments to any such person because of
his resignation, retirement, or other termination of such
person's employment with the Company or its subsidiaries, or any
change in control  of the Company, or a change in the person's
responsibilities following a change in control of the Company.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following table sets forth certain information regarding
beneficial ownership of the Company's Common Stock as of
September 30, 2004 by: (i) each person who is known by the
Company to own beneficially more than 5% of the outstanding
shares of Common Stock, (ii) each  director of the Company, (iii)
each of the named executives and (iv) all directors and executive
officers of the Company as a group.  At September 30, 2004, there
were 770,000 shares of Common Stock issued and outstanding.


Name and Address of     Amount and Nature    Percent of Class (1)
Beneficial Owner        of Beneficial
                        Ownership

Richard H. Casper       489,000 shares held          63.506 %
President, Director     as Personal
and                     Holdings (206,500
Chairman of the         shares) and by
Board                   rules of
2068 Haun Avenue        attribution for
Salt Lake City, Utah    beneficial
84121                   interests held by
                        Casper Partners,
                        LC, (282,500
                        shares) a Utah
                        limited liability
                        company controlled
                        by Mr. Casper

Scott S. Summerhays     5000                          0.65%
Director

Kristy Chambers
Secretary, Director     6000                          0.780%

Jared R. Casper
Vice-President          500                           0.065%

Pamela Lindquist
Director, Vice-         20000                         2.597%
President


(1) Based on 770,000 shares of common stock outstanding as of
September 30, 2004.

Common    Directors and Officers as a Group:

                        520,500 shares               67.60%

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

TRANSACTIONS WITH MANAGEMENT AND OTHERS

During the fiscal year ended September 30, 2004, the Company paid
to Richard H. Casper, the Chairman and CEO, accrued compensation
of $6,500.  The Company also paid to Mr. Casper $15,000 of legal
fees that had been accrued by the Company in a previous year.

During the fiscal year ended September 30, 2004, the Company has
utilized a portion of Mr. Casper's office, without rent, at 5450
Green Street, Murray, Utah.

TRANSACTIONS WITH PROMOTERS

Not applicable.

ITEM 13. EXHIBITS AND REPORTS

(a)(1)FINANCIAL STATEMENTS. The following financial statements
are filed as part of this report:

Title of Document
-----------------
Report of Pritchett, Siler & Hardy, Certified Public Accountants

Independent Auditor's Report

Balance Sheet, September 30, 2004

Statements of Operations, for the years ended September 30, 2004,
and 2003, and from inception on June 26, 1998, through September
30, 2004.

Statement of Stockholders' Equity from inception on June 26,
1998, through September 30, 2004.

Statements of Cash Flows for the years ended September 30, 2004,
and 2003 and from inception on June 26, 1998 through September
30, 2004.

Notes to Financial Statements

 (a)(2)FINANCIAL STATEMENT SCHEDULES.  The following financial
statement
schedules are included as part of this report:

     None.

 (a)(3)EXHIBITS.  The following exhibits are filed as part of
this report:

     NONE


(b)      REPORTS ON FORM 8-K.

     None

                                SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,
the  registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized on this 23rd day of
December, 2004.


                                Dolphin Productions, Inc.


                                By: /s/ Richard H. Casper
                                --------------------------------
                                Richard H. Casper
                                President and Chief Executive
                                Officer

In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated on this 23rd day of
December, 2004.

Signature                               Title

/s/ Richard H. Casper           Chairman and President
------------------------
Richard H. Casper


/s/ Pamela Lindquist            Director and Chief Financial
                                Officer
------------------------
Pamela Lindquist






PART II-OTHER INFORMATION
None

                            SIGNATURE

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.


                    DOLPHIN PRODUCTIONS, INC.


Date: December 23, 2004              /s/ Richard H. Casper

                                     ----------------------------
                                     Richard H. Casper, President








<PAGE>






                    DOLPHIN PRODUCTIONS, INC.
                  [A Development Stage Company]

                      FINANCIAL STATEMENTS

                       SEPTEMBER 30, 2004


















<PAGE>






                    DOLPHIN PRODUCTIONS, INC.
                  [A Development Stage Company]




                            CONTENTS

                                                                   PAGE

           Report of Independent Registered Public
             Accounting Firm                                          1


           Balance Sheet, September 30, 2004                          2


           Statements of Operations, for the years ended
             September 30, 2004 and 2003 and from
             inception on June 26, 1998 through
             September 30, 2004                                       3


           Statement of Stockholders' Equity (Deficit),
             from inception on June 26, 1998 through
             September 30, 2004                                       4


           Statements of Cash Flows, for the years ended
             September 30, 2004 and 2003 and from
             inception on June 26, 1998 through
             September 30, 2004                                       5


           Notes to Financial Statements                          6 - 9






<PAGE>


     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
DOLPHIN PRODUCTIONS, INC.
Salt Lake City, Utah

We  have  audited  the  accompanying  balance  sheet  of  Dolphin
Productions,  Inc. [a development stage company] as of  September
30,  2004 and the related statements of operations, stockholders'
equity (deficit) and cash flows for the years ended September 30,
2004  and 2003 and for the period from inception on June 26, 1998
through  September 30, 2004.  These financial statements are  the
responsibility  of the Company's management.  Our  responsibility
is  to express an opinion on these financial statements based  on
our audit.

We  conducted our audit in accordance with the standards  of  the
Public Company Accounting Oversight Board (United States).  Those
standards  require that we plan and perform the audit  to  obtain
reasonable  assurance about whether the financial statements  are
free of material misstatement.  An audit includes examining, on a
test  basis,  evidence supporting the amounts and disclosures  in
the  financial statements.  An audit also includes assessing  the
accounting  principles  used and significant  estimates  made  by
management, as well as evaluating the overall financial statement
presentation.   We believe that our 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  Dolphin Productions, Inc. [a development stage company] as of
September 30, 2004 and the results of its operations and its cash
flows for the years ended September 30, 2004 and 2003 and for the
period  from  inception  on June 26, 1998 through  September  30,
2004, in conformity with accounting principles generally accepted
in the United States of America.

The accompanying financial statements have been prepared assuming
the  Company  will continue as a going concern.  As discussed  in
Note  5  to  the financial statements, the Company  has  incurred
losses  since  its inception and has not yet been  successful  in
establishing   profitable  operations.    These   factors   raise
substantial doubt about the ability of the Company to continue as
a  going concern.  Management's plans in regards to these matters
are  also described in Note 5.  The financial statements  do  not
include  any  adjustments that might result from the  outcome  of
these uncertainties.



PRITCHETT, SILER & HARDY, P.C.

Salt Lake City, Utah
December 7, 2004

<PAGE>


                    DOLPHIN PRODUCTIONS, INC.
                  [A Development Stage Company]

                          BALANCE SHEET


                             ASSETS

                                                     September 30,
                                                          2004
                                                      ___________
CURRENT ASSETS:
  Cash                                                 $   21,002
  Income taxes receivable                                     730
                                                      ___________
        Total Current Assets                               21,732
                                                      ___________
                                                       $   21,732
                                                      ___________


         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
  Accounts payable                                     $    1,709
  Accrued expenses - related party                              -
  Accrued payroll taxes                                     2,994
                                                      ___________
        Total Current Liabilities                           4,703
                                                      ___________

STOCKHOLDERS' EQUITY (DEFICIT):
  Common stock, $.001 par value,
   50,000,000 shares authorized,
   770,000 shares issued and
   outstanding                                                770
  Capital in excess of par value                           55,230
  Deficit accumulated during the
   development stage                                     (38,971)
                                                      ___________
        Total Stockholders' Equity (Deficit)               17,029
                                                      ___________
                                                       $   21,732
                                                      ___________












  The accompanying notes are an integral part of this financial
                           statement.

                                2

<PAGE>


                    DOLPHIN PRODUCTIONS, INC.
                  [A Development Stage Company]

                    STATEMENTS OF OPERATIONS


                                       For the            From Inception
                                      Year Ended           on June 26,
                                     September 30,         1998 Through
                              _________________________    September 30,
                                  2004         2003            2004
                              ___________   __________  _______________
REVENUE                        $        -   $    2,000  $        37,890

EXPENSES:
  Selling                               -            -            4,561
  General and administrative       14,111       26,407           71,981
                              ___________   __________  _______________
      Total Expenses               14,111       26,407           76,542
                              ___________   __________  _______________

LOSS FROM OPERATIONS             (14,111)     (24,407)          (38,652)
                              ___________   __________  _______________

OTHER INCOME (EXPENSE)
  Interest expense                   (25)            -              (25)
                              ___________   __________  _______________

LOSS BEFORE INCOME TAXES         (14,136)     (24,407)          (38,677)

CURRENT TAX EXPENSE (BENEFIT)           -        (730)              294

DEFERRED TAX EXPENSE (BENEFIT)          -          750                -
                              ___________   __________  _______________

NET INCOME (LOSS)              $ (14,136)   $ (24,427)  $       (38,971)
                              ___________   __________  _______________

EARNINGS (LOSS) PER
  COMMON SHARE                 $     (.03)  $     (.05) $          (.08)
                              ___________   __________  _______________












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


                                3

<PAGE>


                    DOLPHIN PRODUCTIONS, INC.
                  [A Development Stage Company]

           STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

                 FROM INCEPTION ON JUNE 26, 1998

                   THROUGH SEPTEMBER 30, 2004


                                                                   Deficit
                                                                 Accumulated
                                     Common Stock    Capital in  During the
                                   _________________ Excess of   Development
                                    Shares   Amount  Par Value      Stage
                                   ________ ________ __________ ____________
BALANCE, June 26, 1998                    - $      - $        - $          -

Issuance of 500,000 shares of
 common stock for cash of $2,000,
 or $.004 per share, June 1998      500,000      500      1,500            -

Net income (loss) for the period
 ended September 30, 1998                 -        -          -            -
                                   ________ ________ __________ ____________
BALANCE, September 30, 1998         500,000      500      1,500            -

Issuance of 20,000 shares of
 common stock for cash of $4,000,
 or $.20 per share, January 1999     20,000       20      3,980            -

Net (loss) for the year ended
 September 30, 1999                       -        -          -       (6,404)
                                   ________ ________ __________ ____________
BALANCE, September 30, 1999         520,000      520      5,480       (6,404)

Net income for the year ended
 September 30, 2000                       -        -          -        2,184
                                   ________ ________ __________ ____________
BALANCE, September 30, 2000         520,000      520      5,480       (4,220)

Net income for the year ended
 September 30, 2001                       -        -          -        4,331
                                   ________ ________ __________ ____________
BALANCE, September 30, 2001         520,000      520      5,480          111

Net (loss) for the year ended
 September 30, 2002                       -        -          -         (519)
                                   ________ ________ __________ ____________
BALANCE, September 30, 2002         520,000      520      5,480         (408)

Net (loss) for the year ended
 September 30, 2003                       -        -          -      (24,427)
                                   ________ ________ __________ ____________
BALANCE, September 30, 2003         520,000 $    520 $    5,480 $    (24,835)

Issuance of 225,000 shares of
 common stock for cash of $45,000,
 or $.20 per share, September 2004  225,000      225     44,775            -

Issuance of 25,000 shares of
 common stock for services valued
 at $5,000, or $.20 per share,
 September 2004                      25,000       25      4,975            -

Net (loss) for the year ended
 September 30, 2004                       -        -          -      (14,136)
                                   ________ ________ __________ ____________
BALANCE, September 30, 2004         770,000 $    770 $   55,230 $    (38,971)
                                   ________ ________ __________ ____________







  The accompanying notes are an integral part of this financial
                           statement.


                                4

<PAGE>

                    DOLPHIN PRODUCTIONS, INC.
                  [A Development Stage Company]

                    STATEMENTS OF CASH FLOWS


                                                For the        From Inception
                                               Year Ended       on June 26,
                                             September 30,      1998 Through
                                           ____________________ September 30,
                                              2004       2003        2004
                                           _________  _________  ___________
Cash Flows from Operating Activities:
 Net income (loss)                         $ (14,136) $ (24,427)  $  (38,971)
 Adjustments to reconcile net income to
  net cash provided by operating
  activities:
  Non-cash expense for services rendered       5,000          -        5,000
  Changes in assets and liabilities:
   (Increase) decrease in income
     taxes receivable                              -       (730)        (730)
    (Increase) decrease in prepaid expenses        -        410            -
    (Increase) decrease in deferred
      tax assets                                   -        750            -
    Increase in accounts payable                 649      1,060        1,709
    Increase (decrease) in accrued expenses        -
      related party                          (21,500)    16,500            -
    Increase in accrued payroll taxes          2,994          -        2,994
    Increase (decrease) in income
     taxes payable                                 -     (1,024)           -
    Increase (decrease) in accrued expenses        -       (464)           -
                                           _________  _________  ___________
     Net Cash Provided (Used) by
      Operating Activities                   (26,993)    (7,925)     (29,998)
                                           _________  _________  ___________

Cash Flows from Investing Activities               -          -            -
                                           _________  _________  ___________
     Net Cash Provided by Investing
       Activities                                  -          -            -
                                           _________  _________  ___________

Cash Flows from Financing Activities:
 Proceeds from issuance of common stock       45,000          -       51,000
                                           _________  _________  ___________
     Net Cash Provided by
      Financing Activities                    45,000          -       51,000
                                           _________  _________  ___________

Net Increase in Cash and Cash Equivalents     18,007     (7,925)      21,002

Cash and Cash Equivalents at
 Beginning of Period                           2,995     10,920            -
                                           _________  _________  ___________
Cash and Cash Equivalents at
 End of Period                             $  21,002  $   2,995  $    21,002
                                           _________  _________  ___________

Supplemental Disclosures of Cash Flow Information:
 Cash paid during the period for:
   Interest                                $      25  $       -  $        25
   Income taxes                            $       -  $   1,024  $     1,024

Supplemental Schedule of Non-cash Investing and Financing
Activities:
  For the year ended September 30, 2004:
     In September 2004, the Company issued 25,000 shares of common
     stock for services rendered valued at $5,000.

  For the year ended September 30, 2003:
     None

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


                                5

<PAGE>


                    DOLPHIN PRODUCTIONS, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization  -  Dolphin Productions, Inc.  ("the  Company")  was
  organized under the laws of the State of Nevada on June 26, 1998.
  The  Company provides musical and other performance services  for
  concerts  and  other events.  The Company has not  yet  generated
  significant revenues from its planned principal operations and is
  considered a development stage company as defined in Statement of
  Financial  Accounting  Standards No.  7.   The  Company,  at  the
  present  time, has not paid any dividends and any dividends  that
  may  be  paid  in  the  future  will depend  upon  the  financial
  requirements of the Company and other relevant factors.

  Fiscal Year - The Company's fiscal year-end is September 30th.

  Cash  and  Cash  Equivalents - The Company considers  all  highly
  liquid debt investments purchased with a maturity of three months
  or less to be cash equivalents.

  Accounts and Loans Receivable - The Company records accounts  and
  loans receivable at the lower of cost or fair value.  The Company
  determines the lower of cost or fair value of non-mortgage  loans
  on  an  individual asset basis.  The Company recognizes  interest
  income on an account receivable based on the stated interest rate
  for  past-due accounts over the period that the account  is  past
  due.  The Company recognizes interest income on a loan receivable
  based on the stated interest rate over the term of the loan.  The
  Company  accumulates  and defers fees and costs  associated  with
  establishing a receivable to be amortized over the estimated life
  of  the related receivable.  The Company estimates allowances for
  doubtful  accounts and loan losses based on the  aged  receivable
  balances  and  historical losses.  The Company  records  interest
  income  on  delinquent  accounts and loans receivable  only  when
  payment is received.  The Company first applies payments received
  on  delinquent  accounts and loans receivable  to  eliminate  the
  outstanding  principal.   The Company charges  off  uncollectible
  accounts  and  loans  receivable  when  management  estimates  no
  possibility  of collecting the related receivable.   The  Company
  considers  accounts  and  loans receivable  to  be  past  due  or
  delinquent based on contractual terms.

  Revenue  Recognition  -  The  Company  recognizes  revenue   from
  providing  musical and other performances for concerts and  other
  events  for a negotiated fee in the period when the services  are
  provided.   The  Company  records only its  fee  from  a  concert
  performance  and reflects the Company's expenses related  to  the
  performance  as general and administrative expense.  The  Company
  recognizes  revenue  from  the sale of  compact  discs  when  the
  product is delivered.

  Advertising   Costs  -  Advertising  costs,  except   for   costs
  associated  with  direct-response  advertising,  are  charged  to
  operations   when   incurred.   The  costs   of   direct-response
  advertising are capitalized and amortized over the period  during
  which  future benefits are expected to be received.   During  the
  years  ended  September  30,  2004 and  2003,  advertising  costs
  amounted to $0 and $0, respectively.

  Income  Taxes  -  The  Company  accounts  for  income  taxes   in
  accordance  with Statement of Financial Accounting Standards  No.
  109, "Accounting for Income Taxes" [See Note 4].


                                6

<PAGE>


                    DOLPHIN PRODUCTIONS, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

  Loss  Per  Share - The computation of loss per share is based  on
  the  weighted  average  number of shares outstanding  during  the
  period  presented  in  accordance  with  Statement  of  Financial
  Accounting Standards No. 128, "Earnings Per Share" [See Note 6].

  Accounting Estimates - The preparation of financial statements in
  conformity with generally accepted accounting principles  in  the
  United  States  of America requires management to make  estimates
  and  assumptions that effect the reported amounts of  assets  and
  liabilities, the disclosures 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 estimated by management.

  Recently  Enacted Accounting Standards - Statement  of  Financial
  Accounting  Standards ("SFAS") No. 149, "Amendment  of  Statement
  133  on Derivative Instruments and Hedging Activities", and  SFAS
  No.  150,  "Accounting  for  Certain Financial  Instruments  with
  Characteristics  of both Liabilities and Equity",  were  recently
  issued.   SFAS  No. 149 and 150 have no current applicability  to
  the Company or their effect on the financial statements would not
  have been significant.

  Restatement - On January 15, 1999, the Company effected a 5-for-2
  forward   stock  split.   The  financial  statements  have   been
  restated,  for all periods presented, to reflect the stock  split
  [See Note 2].

  Reclassification - The financial statements for  years  prior  to
  September  30,  2004 have been reclassified  to  conform  to  the
  headings  and  classifications used in  the  September  30,  2004
  financial statements.

NOTE 2 - CAPITAL STOCK

  Common  Stock - During September 2004, the Company issued 225,000
  shares of its previously authorized but unissued common stock for
  cash of $45,000 (or $.20 per share).

  During  September 2004, the Company issued 25,000 shares  of  its
  previously  authorized  but unissued common  stock  for  services
  rendered valued at $5,000 (or $.20 per share).

  During  January  1999, the Company issued 20,000  shares  of  its
  previously  authorized  but unissued common  stock  for  cash  of
  $4,000 (or $.20 per share).

  During  June  1998,  the  Company issued 500,000  shares  of  its
  previously  authorized  but unissued common  stock  for  cash  of
  $2,000 (or $.004 per share).

  Stock  Split - On January 15, 1999, the Company effected  a  five
  for  two  common stock split.  The financial statements, for  all
  periods presented, have been restated to reflect the stock split.


                                7

<PAGE>



                    DOLPHIN PRODUCTIONS, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 3 - RELATED PARTY TRANSACTIONS

  Management Compensation and Accrued Expenses - Salary expense  to
  the  Company's President for the years ended September  30,  2004
  and  2003  amounted  to  $2,320  and  $1,500,  respectively.   At
  September  30,  2004, the Company owes a total of $0  in  accrued
  salary to the Company's President.

  Legal  Services  and Accrued Expenses - During  the  years  ended
  September   30,  2004  and  2003,  respectively,  the   Company's
  President  provided  legal services of  $0  and  $15,000  to  the
  Company.  At September 30, 2004, the Company owes a total  of  $0
  in accrued legal fees to the Company's President.

NOTE 4 - INCOME TAXES

  The   Company  accounts  for  income  taxes  in  accordance  with
  Statement  of Financial Accounting Standards No. 109, "Accounting
  for  Income Taxes".  SFAS No. 109 requires the Company to provide
  a  net  deferred tax asset/liability equal to the expected future
  tax  benefit/expense  of temporary reporting differences  between
  book  and tax accounting methods and any available operating loss
  or  tax credit carryforwards.  At September 30, 2004, the Company
  has   available   unused   operating   loss   carryforwards    of
  approximately  $38,700,  which  may  be  applied  against  future
  taxable income and which expire in 2024.

  The  amount of and ultimate realization of the benefits from  the
  deferred  tax  assets for income tax purposes  is  dependent,  in
  part,  upon  the tax laws in effect, the future earnings  of  the
  Company, and other future events, the effects of which cannot  be
  determined.    Because   of  the  uncertainty   surrounding   the
  realization   of  the  deferred  tax  assets,  the  Company   has
  established a valuation allowance equal to their tax effect  and,
  therefore,  no  deferred tax asset has been  recognized  for  the
  deferred tax assets.  The net deferred tax assets, which  consist
  mainly   of   accrued   compensation  and  net   operating   loss
  carryforward, are approximately $5,800 and $3,700 as of September
  30,  2004  and  2003, respectively, with an offsetting  valuation
  allowance  of  the  same amount, resulting in  a  change  in  the
  valuation allowance of approximately $2,100 during the year ended
  September 30, 2004.

NOTE 5 - GOING CONCERN

  The  accompanying  financial statements  have  been  prepared  in
  conformity with generally accepted accounting principles  in  the
  United  States of America which contemplate continuation  of  the
  Company  as  a going concern.  However, the Company has  not  yet
  been  successful  in establishing profitable  operations.   These
  factors  raise substantial doubt about the ability of the Company
  to  continue  as a going concern.  In this regard, management  is
  proposing  to raise any necessary additional funds through  loans
  or  through  additional sales of its common stock or through  the
  possible  acquisition of other companies.  There is no  assurance
  that  the  Company will be successful in raising this  additional
  capital or in achieving profitable operations.


                                8

<PAGE>


                    DOLPHIN PRODUCTIONS, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 6 - LOSS PER SHARE

  The  following data show the amounts used in computing loss per
  share:

                                              For the        From Inception
                                            Year Ended        on June 26,
                                           September 30,      1998 Through
                                      ____________________    September 30,
                                           2004      2003          2004
                                      __________  __________  _____________
    Net loss available to common
     shareholders(numerator)          $ (14,136)  $ (24,427)  $     (38,971)
                                      __________  __________  _____________
    Weighted average number of
     common shares outstanding
     used in loss per share for
     the period (denominator)            522,049      520,000       518,553
                                      __________  __________  _____________

  Dilutive loss per share was not presented, as the Company had no
   common  stock  equivalent shares for all periods  presented  that
   would affect the computation of diluted loss per share.

NOTE 9 - SUBSEQUENT EVENT

  In  November  2004,  a  shareholder of the Company  advanced  the
  Company $2,995 to pay expenses.


                                9
<PAGE>