U.S. Securities and Exchange Commission


                           Washington D.C. 20549


                               Form 10-KSBA

                                (Mark One)

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

                           EXCHANGE ACT OF 1934


               For the fiscal year ended September 30, 2005


    [ ] 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 $.001 par common stock were outstanding as
of September 30, 2005, 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:

              The Company's $.001 par common stock
 (770,000 shares issued and outstanding on September 30, 2005)
                             ---------------
                             (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. [ ]

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).  Yes  X   No       [i.e. The
Company has:  (1) nominal operations; and (2) assets consisting of cash
and nominal other assets].

State issuer's revenues for its most recent fiscal year: $ 1201

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.

See also Item 11.  Of the 770,000 shares outstanding, 520,500 shares are
held by officers, directors and/or other affiliates.  Non-affiliates hold
249,500 shares.  In November of 2005, the Company's common stock began
trading on the OTC Bulletin Board under the symbol "DPNP".  On December 9,
2005, the last trade was at $1.45 per share.  A total of 3,752 shares were
traded on that date.  If that price ($1.45 per share) were applied to all
stock held by non-affiliates, the aggregate market value of the common
stock held by non-affiliates would be approximately $360,000 ($1.45/share
x 249,500 shares).  The Company expresses no opinion as to the market
value of the Company's common stock.

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 $.001
par common as of September 30, 2005.

Documents incorporated by reference: See Item 13, Exhibits and Reports.
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 Internet
marketing of recorded music.  The Company has not presented live musical
concerts during the last two fiscal years.  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 business of marketing recorded music through the
Internet.  The Company has not generated substantial 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 through a single retail music store located at 5450 Green
Street in Murray, Utah.  A member of the Company's board of directors is
the president of the corporate operator of the retail music store.  The
Company does not pay rent for its limited use of the retail music store.

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 quoted and traded over the OTC Bulletin Board under
the symbol "DPNP".

RECENT SALES OF UNREGISTERED SECURITIES

No unregistered shares of the Company's common stock were issued or sold
by the Company during the fiscal year ended September 30, 2005.  See
Statement of Stockholders' Equity within the attached Financial
Statements, together with the 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, 2005, were $10,683 consisting
entirely of cash.  As of September 30, 2004, the Company had a cash
balance of $21,002 for a net decrease in cash of $10,319 during the year.
At September 30, 2005, the Company had available unused operating loss
carryforwards of approximately $45,200 which may be applied against future
taxable income and which expire in 2025.  See the Financial Statements and
the Notes thereto.

Liabilities of the Company as of September 30, 2005, totaled $159.  See
Balance Sheet.

In each of the last two fiscal years, the Company has had no revenues from
the internet sale of recorded music, its principal business operation.

     (a) Plan of operation.

          During the next twelve months, the Company plans to
     continue efforts to expand its principal business of marketing
     recorded music through the internet while also exploring
     alternatives to the Company's principal business.  The focus of
     the Company will be to maximize the Company's value for its
     stockholders.
          In that regard, the Company has determined that it can
     satisfy its cash requirements through June 30, 2006.  In order
     to continue operations thereafter, the Company will have to
     raise additional capital.  The Company has identified the
     following possible sources of capital:  (1) operations; (2)
     loans; (3) additional sales of its common stock; (4)  the
     possible acquisition of operating assets or technology by the
     issuance of additional shares of its common stock; (5) the
     acquisition of inventory through the issuance of additional
     shares of its common stock; or (6) through the possible
     acquisition of other companies by the issuance of additional
     shares of its common stock.  The Company has no assurance that
     it will be able to raise additional capital.
          During the next twelve months, the Company plans to
     continue its efforts to acquire internet marketing technology
     and music inventory.
          The Company has no specific plans to purchase or acquire
     significant equipment or technology, nor does it have
     commitments to acquire marketing rights to any additional
     recorded music.
          The Company currently has no employees.  Its work is done
     on a contract basis through officers and directors of the
     Company.  The Company has no plans to hire employees.

     (b) Off-Balance Sheet Arrangements

          The Company is not a party to any off-balance sheet
     arrangements.

Results of Operations

The Company generated Revenues of $1201 during the fiscal year ended
September 30, 2005.  All revenues were generated from the sale of compact
disks into the retail market.  No Revenues were generated from the sale of
music through the Internet.  The Company has encountered significant
competitive, technological, legal and financial barriers to its entry into
the Internet marketing business.  The Company has no assurance or current
expectation that it will generate revenues in the future from the sale of
recorded music over the Internet or that it will be able to generate
revenues in the future.

The Net Loss for the year 2005 was ($6,505) (a loss of $0.01 per share)
compared to a Net Loss of ($14,136) in 2004 (a loss of $0.03 per share).

The Company generated nominal revenue from the sale of compact discs, but
has not generated any revenues from the Internet marketing of recorded
music.  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, 2005 and 2004.
The Company's operations are not likely to be profitable in the near
future.  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 competes against companies that
are more experienced, better capitalized, and that have access to better
technology.  The Company's ability to grow and to compete will likely be
constrained by its lack of capital, its lack of competitive technology and
its lack of experience in the marketplace.

The Company is not likely to generate or acquire sufficient cash flow from
operations to meet its future  obligations or to implement a successful
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
additional equity securities.  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
additional shares of common stock, convertible  preferred stock,
convertible subordinated debt, or other equity-linked securities,
resulting in the likely 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 value of 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.

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 develop, acquire or
offer.

The Company's interests in intellectual property rights are revocable.
The Company estimates that its inventory of recorded music and property
rights has no value.

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.  Legislation, regulation or tax
changes could dampen the growth of the Internet and decrease its
acceptance as a commercial medium.  If such a decline occurs, the 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.

The Company seeks to acquire intellectual property rights to music and
other artistic creations.  With limited financial resources, the Company
may be unable to protect the Company's intellectual property rights, if
any should be acquired.  The Company may not be able to 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
harmed.  In addition, although the Company believes that its 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 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 market for the Company's common stock is small and few shares are
traded. Consequently, shareholders may find it difficult to sell their
common stock in the Company.

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 and does not expect to do so in the
foreseeable future.  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

Furnish the information required by Item 304(b) of Regulation S-B:  None.

ITEM 8A: CONTROLS AND PROCEDURES

Furnish the information required by Items 307 of Regulation S-B (17 CFR
228.307) and 308 (17 CFR.308) of Regulation S-B.

     The Company's principal executive officer and principal financial
officer are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: (1)
designed such disclosure controls and procedures to ensure that material
information relating to the Company is made known to them, particularly
during the period in which the periodic reports are
being prepared; (2) designed such internal control over financial
reporting to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles; (3) evaluated the effectiveness of the Company's disclosure
controls and procedures as of the end of the fiscal year, September 30,
2005, (the "Evaluation Date").
      In connection with the preparation of periodic financial
statements, all corporate officers and directors are provided with
complete summaries of all corporate transactions.  In effect, the board of
directors reviews each of the Company's transactions.
    Based on their evaluation of disclosure controls and procedures as of
the Evaluation Date, the principal executive officer and the principal
financial officer have concluded that internal control over financial
reporting is effective.

     Changes in internal control over financial reporting. There was no
significant change in the Company's internal control over financial
reporting that occurred during the most recent fiscal year that has
materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.

Item 8B: OTHER INFORMATION

Disclose any information required to be disclosed in a report on Form 8-K
during the fourth quarter (ending September 30, 2005): 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: 60. President, Director and Chairman of the
                         Board of Directors.

Scott S. Summerhays:     Vice President and Director.

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

Pamela Lindquist:        Director, vice-president, chief accounting
                         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 Planned Parenthood
                       of Utah, and of McCall Management.  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.

Pamela Lindquist:      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 business,
employment or professional pursuits.  No officer or director devotes, on
average, more than four hours per month to the business of the Company.

     No compensation was awarded or paid to any officers or directors
during the fiscal year ended September 30, 2005.  During the previous
fiscal year ended September 30, 2004, the Company issued 25,000 shares of
stock to officers and directors, but the Company currently has no plan or
commitment to pay any officers or directors in cash or stock in the
future.

     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.  Other than the Audit and Compensation Committee, 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 state securities 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 person to 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; or

(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, 2005, the Company paid no
compensation to any of its officers or directors.

Bonuses and Deferred Compensation

     None

Compensation Pursuant to Plans.

     None.

Pension Table

     None.

Other Compensation

     None.

Compensation of Directors.

     None.

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.

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, 2005 for: (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.  The following table is
unchanged from September 30, 2004, when there were likewise 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%


Pamela Lindquist       20000                   2.597%
Director, Vice-
President

Directors and
Officers as a Group:

                       5
20,000 shares
67.60%

Note (1):  Based on 770,000 shares of common stock outstanding as of
September 30, 2005 and 2004.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

TRANSACTIONS WITH MANAGEMENT AND OTHERS

During the fiscal year ended September 30, 2005, the company paid $975 to
Kristy Chambers, a director, secretary and chair of the Audit and
Compensation Committee for the preparation of the Company's income tax
returns.

During the fiscal year ended September 30, 2005, the Company has utilized
for its general operations a portion of Summerhays Music Company, without
rent, at 5450 Green Street, Murray, Utah.  Scott Summerhays, a director
and vice-president of the Company, is President of the Summerhays Music
Company.

TRANSACTIONS WITH PROMOTERS

None.

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, 2005

Statements of Operations, for the years ended September 30, 2005, and
2004, and from inception on June 26, 1998, through September 30, 2005.

Statement of Stockholders' Equity from inception on June 26, 1998, through
September 30, 2005.

Statements of Cash Flows for the years ended September 30, 2005, and 2004
and from inception on June 26, 1998 through September 30, 2005.

Notes to Financial Statements

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

      See Notes to Financial Statements.

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

     1.   Schedules contained within Financial Statements;
     2.   Articles of Incorporation of Dolphin Productions, Inc., attached as
          Exhibit 3 to Form 10-SB, filed May 2, 2003, and incorporated herein
          by reference; and
     3.   Bylaws of Dolphin Productions, Inc., attached as Exhibit 3 to Form
          10-SB, filed May 2, 2003, and incorporated herein by reference.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees: The aggregate fees billed for each of the last two fiscal
years for professional serviced rendered by the principal accountant for
the audit of the Company's annual financial statement and review of
financial statements included in the Company's 10-QSB reports and services
normally provided by the accountant in connection with statutory and
regulatory filings or engagements were $4,875 for the fiscal year ended
September 30, 2005 and $3,690 for the fiscal year ended September 30,
2004.

Audit-Related Fees: The aggregate fees billed in each of the last two
fiscal years for assurance and related services by the principal
accountant that are reasonably related to the performance of the audit or
review of the Company's financial statements that are not reported above
were $0 for the fiscal year ended September 30, 2005 and $0 for the fiscal
year ended September 30, 2004.

Tax Fees: The aggregate fees billed in each of the last two fiscal years
for professional services rendered by the principal accountant for tax
compliance, tax advice, and tax planning were $0 for the fiscal year ended
September 30, 2005 and $0 for the fiscal year ended September 30, 2004.

All Other Fees: The aggregate fees billed in each of the last two fiscal
years for products and services provided by the principal accountant,
other than the services reported above were $0 for the fiscal year ended
September 30, 2005 and $0 for the fiscal year ended September 30, 2004.

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 director and corporate secretary.  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.  With
advice from the Audit Committee, the board of directors has approved the
scope and cost of the engagement of the Company's auditor.  The Company
does not rely upon pre-approval policies and procedures.

REPORTS ON FORM 8-K.

     See 8-K dated March 21, 2005.  Press release concerning trial
operation of web site.

                                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 6th day of February, 2006.


                                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 6th day of February, 2006.

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: February 6, 2006                         /s/ Richard H.Casper



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





<PAGE>







                         DOLPHIN PRODUCTIONS, INC.
                       [A Development Stage Company]

                           FINANCIAL STATEMENTS

                            SEPTEMBER 30, 2005






















<PAGE>


                         DOLPHIN PRODUCTIONS, INC.
                       [A Development Stage Company]




                                 CONTENTS

                                                          PAGE

        -   Report of Independent Registered Public
             Accounting Firm                                 1


        -   Balance Sheet, September 30, 2005                2


        -   Statements of Operations, for the years ended
             September 30, 2005 and 2004 and from
             inception on June 26, 1998 through
             September 30, 2005                              3


        -   Statement of Stockholders' Equity from
             inception on June 26, 1998 through
             September 30, 2005                              4


        -   Statements of Cash Flows, for the years ended
             September 30, 2005 and 2004 and from
             inception on June 26, 1998 through
             September 30, 2005                              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,  2005  and  the
related statements of operations, stockholders' equity (deficit) and  cash
flows  for the years ended September 30, 2005 and 2004 and for the  period
from  inception  on  June  26, 1998 through  September  30,  2005.   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 audits in accordance with the standards of  the  Public
Company  Accounting  Oversight  Board (United  States).   Those  standards
require  that we plan and perform the audit to obtain reasonable assurance
about  whether the financial statements are free of material misstatement.
An  audit  includes  examining, on a test basis, evidence  supporting  the
amounts  and  disclosures  in the financial  statements.   An  audit  also
includes   assessing  the  accounting  principles  used  and   significant
estimates  made by management, as well as evaluating the overall financial
statement  presentation.  We believe that our audits provide a  reasonable
basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in  all  material respects, the financial position of Dolphin  Productions
Inc.  [a  development  stage company] as of September  30,  2005  and  the
results of its operations and its cash flows for the years ended September
30,  2005  and  2004 and for the period from inception on  June  26,  1998
through  September  30,  2005, 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  not  yet  been  successful   in
establishing profitable operations and has incurred significant losses  in
recent years.  These factors raise substantial doubt about the ability  of
the  Company to continue as a going concern.  Management's plans in regard
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, 2005










<PAGE>

                         DOLPHIN PRODUCTIONS, INC.
                       [A Development Stage Company]

                               BALANCE SHEET


                                  ASSETS

                                                     September 30,
                                                         2005
                                                     ____________
CURRENT ASSETS:
  Cash                                               $     10,683
                                                     ____________
        Total Current Assets                               10,683
                                                     ____________
                                                     $     10,683
                                                     ____________


                   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Utah Sales Tax Payable                                       59
  Utah Franchise Tax Payable                                  100
                                                     ____________
        Total Current Liabilities                             159
                                                     ____________

STOCKHOLDERS' EQUITY:
  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                                      (45,476)
                                                     ____________
        Total Stockholders' Equity                         10,524
                                                     ____________
                                                     $     10,683
                                                     ____________














 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,
                                      2005        2004          2005
                                   __________  __________  ______________
REVENUE                            $    1,201  $        -  $       39,091

COST OF GOODS SOLD                        300           -             300
                                   __________  __________  ______________
GROSS PROFIT                              901           -          38,791
                                   __________  __________  ______________
EXPENSES:
  Selling                                   -           -           4,561
  General and administrative            7,417      14,111          79,398
                                   __________  __________  ______________
      Total Expenses                    7,417      14,111          83,959
                                   __________  __________  ______________

LOSS FROM OPERATIONS                   (6,516)    (14,111)        (45,168)
                                   __________  __________  ______________

OTHER INCOME (EXPENSE)
  Interest revenue                         11           -              11
  Interest expense                          -         (25)            (25)
                                   __________  __________  ______________
      Total Other Income (Expense)         11         (25)            (14)
                                   __________  __________  ______________
LOSS BEFORE INCOME TAXES               (6,505)    (14,136)        (45,182)

CURRENT TAX EXPENSE (BENEFIT)               -           -             294

                                   __________  __________  ______________

NET INCOME (LOSS)                  $   (6,505)    (14,136)        (45,476)
                                   __________  __________  ______________

EARNINGS (LOSS) PER
  COMMON SHARE                     $     (.01) $     (.03)
                                   __________  __________  ______________








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

                                     - 3 -


<PAGE>


                         DOLPHIN PRODUCTIONS, INC.
                       [A Development Stage Company]

                     STATEMENT OF STOCKHOLDERS' EQUITY

                      FROM INCEPTION ON JUNE 26, 1998

                        THROUGH SEPTEMBER 30, 2005

                                                                    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)

Net (loss) for the year ended
  September 30, 2005                      -          -         -      (6,505)
                                 __________ __________ _________ ____________
BALANCE, September 30, 2005         770,000 $      770 $  55,230 $   (45,476)
                                 __________ __________ _________ ____________





 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,
                                        2005        2004          2005
                                     __________  __________  ______________
Cash Flows from Operating Activities:
 Net income (loss)                   $   (6,505) $  (14,136) $      (45,476)
 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           -               -
    Increase (decrease) in accounts
      payable                            (1,709)        649               -
    Increase (decrease) in accrued
      expenses - related party                -     (21,500)              -
    Increase (decrease) in accrued
      payroll taxes                      (2,994)      2,994               -
    Increase (decrease) in income
      taxes payable                         100           -             100
    Increase (decrease) in sales
      tax payable                            59           -              59
                                     __________  __________  ______________
     Net Cash Provided (Used) by
       Operating Activities             (10,319)    (26,993)        (40,317)
                                     __________  __________  ______________

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 (Decrease) in Cash and
  Cash Equivalents                      (10,319)     18,007          10,683

Cash and Cash Equivalents at
  Beginning of Period                    21,002       2,995               -
                                     __________  __________  ______________
Cash and Cash Equivalents at End of
  Period                             $   10,683  $   21,002  $       10,683
                                     __________  __________  ______________
Supplemental Disclosures of Cash Flow Information:
 Cash paid during the period for:
   Interest                          $        -  $       25  $           25
   Income taxes                      $        -  $        -  $        1,024

Supplemental Schedule of Non-cash Investing and Financing Activities:
  For the year ended September 30, 2005:
     None.

  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.


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
  formerly  presented  concerts  before  live  audiences,  but  now  markets
  recorded  music over the Internet as its sole business.  The  Company  has
  not  yet generated any 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 may lack the financial
  resources  to  emerge from the development stage to full operations.   See
  also Note 5.  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.  All of the Company's sales of compact  discs  are
  final and do not allow for product return.  Consequently, the Company  has
  made no provision for the return of merchandise sold.

  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, 2005 and 2004,  advertising  costs
  amounted to $0 and $0, respectively.

                                     - 6 -


<PAGE>


                         DOLPHIN PRODUCTIONS, INC.
                       [A Development Stage Company]

                       NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

  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].

  Earnings  (Loss) Per Share - The computation of earnings (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 7].

  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. 151, "Inventory Costs - an amendment of ARB No. 43,
  Chapter  4",  SFAS  No.  152,  "Accounting for  Real  Estate  Time-Sharing
  Transactions  - an amendment of FASB Statements No. 66 and  67",  SFAS  No
  153,  "Exchanges of Nonmonetary Assets - an amendment of APB  Opinion  No.
  29",  SFAS No. 123 (revised 2004), "Share-Based Payment", and SFAS No 154,
  "Accounting  Changes and Error Corrections - a replacement of APB  Opinion
  No.  20  and FASB Statement No. 3", were recently issued.  SFAS Nos.  151,
  152, 153, 123 (revised 2004) and 154 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,   2005  have  been  reclassified  to  conform  to  the  headings   and
  classifications used in the September 30, 2005 financial statements.

NOTE 2 - CAPITAL STOCK

  Common Stock - During September of 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  of  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).

                                     - 7 -


<PAEG>


                         DOLPHIN PRODUCTIONS, INC.
                       [A Development Stage Company]

                       NOTES TO FINANCIAL STATEMENTS

NOTE 2 - CAPITAL STOCK [Continued]

  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.

NOTE 3 - RELATED PARTY TRANSACTIONS

  Management  Compensation  and Accrued Expenses -  Salary  expense  to  the
  Company's  President  for  the years ended September  30,  2005  and  2004
  amounted  to  $0  and $2,320, respectively.  At September  30,  2005,  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,
  2005  and  2004,  respectively,  the Company's  President  provided  legal
  services of $0 and $0 to the Company.  At September 30, 2005, 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,  2005,  the  Company has available  unused  operating  loss
  carryforwards  of  approximately $45,200, which  may  be  applied  against
  future taxable income and which expire in 2025.

  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 $6,800
  and  $5,800  as  of  September 30, 2005 and 2004,  respectively,  with  an
  offsetting valuation allowance of the same amount, resulting in  a  change
  in  the valuation allowance of approximately $1,000 during the year  ended
  September 30, 2005.

                                     - 8 -




<PAGE>

                         DOLPHIN PRODUCTIONS, INC.
                       [A Development Stage Company]

                       NOTES TO FINANCIAL STATEMENTS

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  and has incurred losses in  recent  years.   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 one or more of the following
  means:   (1)  operations; (2) loans; (3) additional sales  of  its  common
  stock;  (4) the possible acquisition of operating assets or technology  by
  the issuance of additional shares of its common stock; (5) the acquisition
  of  inventory  through  the issuance of additional shares  of  its  common
  stock;  (6)  through the possible acquisition of other  companies  by  the
  issuance  of additional shares of its common stock.  There is no assurance
  that the Company will be successful in raising this additional capital  or
  in achieving profitable operations.
  There  is  no  assurance  that the Company will be successful  in  raising
  additional  capital  or  in  achieving  profitable  operations.    If   no
  additional  capital is raised, the management estimates that  the  Company
  has  sufficient cash to sustain its operations through June 30, 2006.   In
  the  event that the Company is not able to raise additional capital or  to
  achieve  profitable  operations,  the Company  may  elect  to  discontinue
  operations  and to dissolve the corporation.  In that event,  shareholders
  and creditors may be unable to recover any sum from the corporation.

NOTE 6 - CONTRACTS

  During  the  year ended September 30, 2005, the Company entered  into  two
  contracts  with  musicians  for the non-exclusive,  worldwide  license  to
  publish  their  music.  The contracts are cancellable by  written  notice.
  The loss of either of these contracts could adversely affect the Company's
  business and financial condition.
  The  Company is entitled to retain all revenues from the internet sale  of
  the  recorded music described within the Contracts.  As consideration  for
  the artists' inclusion in the Company's web site, each artist provided  to
  the  Company  ten compact discs.  Neither party is obligated to  make  any
  minimum guaranteed payments under the Contracts.

NOTE 7 - EARNINGS (LOSS) PER SHARE

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

                                                       For the
                                                     Year Ended
                                                    September 30,
                                               ______________________
                                                  2005        2004
                                               __________  __________
    Net loss available to common shareholders
    (numerator)                                $   (6,505) $  (14,136)
                                               __________  __________
    Weighted average number of common shares
    outstanding used in loss per share for the
    period (denominator)                          770,000     522,049
                                               __________  __________
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.

                                     - 9 -